ALTRIA GROUP, INC. — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2014-03-31

Reporting Person: KELLY ENNIS DEBRA J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Phantom Stock Units	$	A	670	Acquired		Common Stock (670)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4452	Direct

Footnotes

F1: Includes 4,452 deferred shares held in the Stock Compensation Plan for Non-Employee Directors, including an increase of 56 shares acquired through the reinvestment of dividends since December 31, 2013, 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 31, 2014 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 31, 2014.

F6: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This total includes the March 31, 2014 acquisition of 670 share equivalents under the Deferred Fee Plan for Non-Employee Directors and 34 share equivalents acquired through the reinvestment of dividends since December 31, 2013, the date of the last reportable transaction.