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 *
GREENBERG DAVID I
  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 and Chief Compliance Off.
(Last)
(First)
(Middle)
120 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005
(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)
Code V Amount (A) or (D) Price
Common Stock 09/12/2005   M   26,080 A $ 43.875 95,014 D  
Common Stock 09/12/2005   F   20,855 D $ 72.685 74,159 D  
Common Stock 09/12/2005   M   26,620 A $ 49.04 100,779 D  
Common Stock 09/12/2005   F   22,244 D $ 72.685 78,535 (1) D  
Common Stock               8,418 (2) I DPS

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Option (Right to Buy) $ 43.875 09/12/2005   M     26,080 06/24/1998 06/22/2007 Common Stock 26,080 $ 43.875 0 D  
Option (Right to Buy) $ 49.04 09/12/2005   M     26,620 01/31/2003 06/12/2011 Common Stock 26,620 $ 49.04 0 D  
Option (Right to Buy) $ 72.685 09/12/2005   A   20,855   03/12/2006 06/22/2007 Common Stock 20,855 $ 72.685 20,855 D  
Option (Right to Buy) $ 72.685 09/12/2005   A   22,244   03/12/2006 06/12/2011 Common Stock 22,244 $ 72.685 22,244 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREENBERG DAVID I
120 PARK AVENUE
NEW YORK, NY 10017
      SVP and Chief Compliance Off.  

Signatures

 G. Penn Holsenbeck for David I Greenberg   09/14/2005
**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 33,790 shares of Restricted Stock and 12,120 shares held jointly with spouse.
(2) Shares held in the Altria Deferred Profit Sharing Plan as of August 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.

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