ALTRIA GROUP, INC. — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2012-03-30

Reporting Person: FARRELL THOMAS F II (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Phantom Stock Units	$	A	406	Acquired		Common Stock (406)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34046	Direct

Footnotes

F1: Includes 31,546 deferred shares held in the Stock Compensation Plan for Non-Employee Directors. This is an increase of 441 shares, reflecting the acquisition of shares through the reinvestment of dividends since December 30, 2011, the date of the last reportable transaction.

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 March 30, 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 March 30, 2012.

F6: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This total includes the March 30, 2012 acquisition of 406 share equivalents under the Deferred Fee Plan for Non-Employee Directors and 196 share equivalents acquired through the reinvestment of dividends since December 30, 2011, the date of the last reportable transaction.