Edgar Filing: ALTRIA GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DELISI NANCY J

2. Issuer Name and Ticker or Trading Symbol
ALTRIA GROUP INC [MO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Mergers and Acquisitions

(Last)

(First)

(Middle)

120 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2005

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/09/2005		M		36,614	A	$ 21.3438	168,652	D
Common Stock	06/09/2005		F		20,065	D	$ 69.225	148,587	D
Common Stock	06/09/2005		M		32,900	A	$ 39.7188	181,487	D
Common Stock	06/09/2005		F		23,737	D	$ 69.225	157,750	D
Common Stock	06/09/2005		M		13,570	A	$ 40	171,320	D
Common Stock	06/09/2005		F		9,828	D	$ 69.225	161,492	D
Common Stock	06/09/2005		M		38,750	A	$ 40	200,242	D
Common Stock	06/09/2005		F		28,060	D	$ 69.225	172,182	D
Common Stock	06/10/2005		M		18,698	A	$ 40.575	190,880	D
Common Stock	06/10/2005		S		24,847	D	$ 69.16	166,033 ⁽¹⁾	D
Common Stock								83 ⁽²⁾	I	DPS

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 21.3438

06/09/2005

36,614

01/26/2001

01/26/2010

Common Stock

36,614

$ 21.3438

Option (Right to Buy)

$ 39.7188

06/09/2005

32,900

06/23/1999

06/23/2008

Common Stock

32,900

$ 39.7188

Option (Right to Buy)

$ 40

06/09/2005

13,570

06/28/2002

06/29/2009

Common Stock

13,570

$ 40

Option (Right to Buy)

$ 40

06/09/2005

38,750

06/29/2000

06/29/2009

Common Stock

38,750

$ 40

Option (Right to Buy)

$ 40.575

06/10/2005

18,698

02/01/2004

06/24/2005

Common Stock

18,698

$ 40.575

Option (Right to Buy)

$ 69.225

06/09/2005

22,600

12/09/2005

01/26/2010

Common Stock

22,600

$ 69.225

22,600

Option (Right to Buy)

$ 69.225

06/09/2005

25,141

12/09/2005

06/23/2008

Common Stock

25,141

$ 69.225

25,141

Option (Right to Buy)

$ 69.225

06/09/2005

10,400

12/09/2005

06/29/2009

Common Stock

10,400

$ 69.225

10,400

Option (Right to Buy)

$ 69.225

06/09/2005

29,698

12/09/2005

06/29/2009

Common Stock

29,698

$ 69.225

29,698

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DELISI NANCY J 120 PARK AVENUE NEW YORK, NY 10017			SVP, Mergers and Acquisitions

Signatures

G. Penn Holsenbeck for Nancy J. De Lisi		06/13/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 69,070 shares of Restricted Stock.
(2)	Shares held in the Altria Deferred Profit Sharing Plan as of May 31, 2005.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.