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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAILEY ELIZABETH E
   2. Issuer Name and Ticker or Trading Symbol
ALTRIA GROUP, INC. [MO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6601 WEST BROAD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/28/2008
(Street)

RICHMOND, VA 23230		 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)
Code V Amount (A) or (D) Price
Common Stock 05/28/2008   A   6,263 (1) A $ 22.355 37,462 (2) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (3) 05/28/2008   J   0 (4)     (5)   (5) Common Stock 0 $ 0 20,729 (6) D  
Option (Right to Buy) $ 5.0285 (7) 04/27/2000(7)   J V 0   10/27/2000 04/27/2010 Common Stock 9,639 $ 0 9,639 D  
Option (Right to Buy) $ 11.4254 (7) 04/26/2001(7)   J V 0   10/26/2001 04/26/2011 Common Stock 2,400 $ 0 2,400 D  
Option (Right to Buy) $ 12.478 (7) 04/25/2002(7)   J V 0   10/25/2002 04/25/2012 Common Stock 2,295 $ 0 2,295 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAILEY ELIZABETH E
6601 WEST BROAD STREET
RICHMOND, VA 23230		   X      

Signatures

 G. Penn Holsenbeck for Elizabeth E. Bailey   05/30/2008
**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) Deferred stock awarded under the Stock Compensation Plan for Non-Employee Directors.
(2) Includes 21,545 deferred shares held under the Stock Compensation Plan for Non-Employee Directors, including an increase of 1,143 shares acquired through the reinvestment of dividends since April 26, 2007, the date of the last reportable transaction.
(3) Phantom Stock Units convert to common stock on a 1-for-1 basis.
(4) No share equivalents acquired or disposed.
(5) These units are to be settled in cash upon the reporting person's termination as a member of the issuer's board of directors.
(6) Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This includes an increase of 1,445 share equivalents acquired through the reinvestment of dividends since April 26, 2007, the date of the last reportable transaction.
(7) Reflects a price adjustment to a previously issued option award in accordance with the terms of the Company's equity compensation plans in connection with the spin-off of Philip Morris International Inc. on March 28, 2008.

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