ALTRIA GROUP, INC. — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2012-05-17

Reporting Person: FARRELL THOMAS F II (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-17	Common Stock	A	5027	—	Acquired	39489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-17	Phantom Stock Units	$	A	864	Acquired		Common Stock (864)	Direct

Footnotes

F1: Deferred stock awarded under the Stock Compensation Plan for Non-Employee Directors.

F2: Includes 36,989 deferred shares held in the Stock Compensation Plan for Non-Employee Directors, including an increase of 416 shares acquired through the reinvestment of dividends since March 30, 2012, the date of the last reportable transaction.

F3: Phantom Stock Units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

F4: These units were acquired on May 17, 2012 pursuant to the Deferred Fee Plan for Non-Employee Directors.

F5: The participant will receive distributions of phantom stock units in cash either prior to or following termination of service as a member of the issuer's board of directors, as elected by the participant.

F6: The average of the high and low price of Altria Group, Inc. common stock on May 17, 2012.

F7: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This total includes the May 17, 2012 acquisition of 864 share equivalents under the Deferred Fee Plan for Non-Employee Directors, 190 share equivalents acquired through the reinvestment of dividends and 1 share equivalent as a result of the accumulation of fractional shares since March 30, 2012 the date of the last reportable transaction.