ALTRIA GROUP, INC. — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2012-06-29

Reporting Person: FARRELL THOMAS F II (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Phantom Stock Units	$	A	363	Acquired		Common Stock (363)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39489	Direct

Footnotes

F1: Includes 36,989 deferred shares held in the Stock Compensation Plan for Non-Employee Directors.

F2: Phantom Stock Units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

F3: These units were acquired on June 29, 2012 pursuant to the Deferred Fee Plan for Non-Employee Directors.

F4: 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.

F5: The average of the high and low price of Altria Group, Inc. common stock on June 29, 2012.

F6: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This total includes the June 29, 2012 acquisition of 363 share equivalents under the Deferred Fee Plan for Non-Employee Directors since May 17, 2012, the date of the last reportable transaction.