Sec Form 4 Filing - DELISI NANCY J @ ALTRIA GROUP, INC. - 2007-03-30

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 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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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 (MM/DD/YY) 03/30/2007 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/30/2007( 1 ) J V 5,139 ( 1 ) A $ 0 183,057 ( 2 ) D Common Stock 90 I ( 3 ) DPS

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Option (Right to Buy) $ 33.303 ( 4 ) 01/31/2001( 4 ) J V 0 01/31/2002 01/31/2011 Common Stock 45,080 $ 0 45,080 D Option (Right to Buy) $ 36.804 ( 4 ) 06/12/2001( 4 ) J V 0 01/31/2003 06/12/2011 Common Stock 36,720 $ 0 36,720 D Option (Right to Buy) $ 51.9527 ( 4 ) 06/09/2005( 4 ) J V 0 12/09/2005 01/26/2010 Common Stock 22,600 $ 0 22,600 D Option (Right to Buy) $ 51.9527 ( 4 ) 06/09/2005( 4 ) J V 0 12/09/2005 06/23/2008 Common Stock 25,141 $ 0 25,141 D Option (Right to Buy) $ 51.9527 ( 4 ) 06/09/2005( 4 ) J V 0 12/09/2005 06/29/2009 Common Stock 10,400 $ 0 10,400 D Option (Right to Buy) $ 51.9527 ( 4 ) 06/09/2005( 4 ) J V 0 12/09/2005 06/29/2009 Common Stock 29,698 $ 0 29,698 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELISI NANCY J 120 PARK AVENUE NEW YORK, NY10017 SVP, Mergers and Acquisitions Signatures G. Penn Holsenbeck for Nancy J. De Lisi 04/20/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an adjustment to previously granted deferred shares awarded on January 31, 2007 in accordance with the terms of the 2005 Performance Incentive Plan in connection with the spin-off of Kraft Foods Inc. on March 30, 2007. ( 2 )Includes 37,560 shares of Restricted Stock and 20,599 shares of Deferred Stock. ( 3 )Shares held in the Altria Deferred Profit Sharing Plan as of March 31, 2007. ( 4 )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 Kraft Foods Inc. on March 30, 2007.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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