Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On October 28, 2008, the Board of Directors of Altria Group, Inc. ("Altria") appointed Dr. Nabil Y. Sakkab to the Board of Directors and to the newly created Innovation Committee of the Board of Directors.

The Board of Directors made an affirmative determination that Dr. Sakkab qualifies as an independent director under the New York Stock Exchange listing standard and Altria's standard for director independence. There are no arrangements or understandings pursuant to which Dr. Sakkab was selected as a director, and there are no related party transactions between Dr. Sakkab and Altria.

A copy of the press release issued by Altria announcing the appointment of Dr. Sakkab is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the appointment of Dr. Sakkab, on October 28, 2008, the Board of Directors of Altria amended Article II, Section 2 of its By-laws, as amended, in order to increase the size of the Board from eight (8) to nine (9) directors effective immediately. Altria's Amended and Restated By-laws are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Amended and Restated By-laws of Altria Group, Inc.

99.1 Altria Group, Inc. Press Release dated October 28, 2008.

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