UNITED STATES
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 15, 2006

                               ALTRIA GROUP, INC.
             (Exact name of registrant as specified in its charter)

           Virginia                   1-8940                  13-3260245
(State or other jurisdiction       (Commission             (I.R.S. Employer
      of incorporation)            File Number)           Identification No.)

120 Park Avenue, New York, New York                            10017-5592
(Address of principal executive offices)                       (Zip Code)

   Registrant's telephone number, including area code:       (917) 663-4000

         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.   Other Events.

The Internal Revenue Service ("IRS")  concluded its examination of Altria Group,
Inc.'s  consolidated  tax returns for the years 1996 through 1999,  and issued a
final Revenue Agent's Report ("RAR") on March 15, 2006.  Altria Group,  Inc. has
agreed with all the  conclusions  of the RAR,  with the  exception of the matter
discussed below.  Consequently,  in March 2006,  Altria Group,  Inc. will record
non-cash  tax  benefits of  approximately  $1.0  billion,  which  represent  the
reversal of tax reserves  following the issuance of the RAR. Although there will
be no impact to Altria Group,  Inc.'s consolidated cash flow, Altria Group, Inc.
will  reimburse  $337  million  in cash to Kraft  Foods Inc.  ("Kraft")  for its
portion of the $1.0 billion in tax benefits,  as well as pre-tax interest of $46
million. The tax reversal,  adjusted for Kraft's minority interest,  will result
in an  increase to diluted  earnings  per share of  approximately  $0.45 for the
first  quarter and full year 2006.  The impact of this reversal was not included
in previous earnings guidance issued by Altria Group, Inc.

The IRS has disallowed  benefits  pertaining to certain of Philip Morris Capital
Corporation's ("PMCC") leveraged lease transactions based on IRS Revenue Rulings
and  an   IRS   Notice   addressing   specific   types   of   leveraged   leases
(lease-in/lease-out transactions, qualified technological equipment transactions
and  sale-in/lease-out  transactions).  PMCC  believes  that  the  position  and
supporting case law described in the Revenue Rulings and the IRS Notice, as well
as those asserted in the RAR, are incorrectly applied to PMCC's transactions and
that its leveraged leases are factually and legally  distinguishable in material
respects from the IRS's position.  Accordingly, PMCC will continue to assert its
position  regarding  these  transactions  and will  contest  approximately  $170
million of taxes and interest  assessed  thereon.  The IRS may challenge similar
transactions in future audits.  If successful,  such challenges  would result in
the  accelerated  payment  of  significant  amounts  of  federal  income tax and
adversely impact PMCC's earnings. These items are more fully discussed under the
caption  Certain  Other  Actions  in  Note 19 to the  2005  Altria  Group,  Inc.
consolidated  financial  statements  on Form  10-K,  which  was  filed  with the
Securities and Exchange Commission on March 10, 2006.

A copy of the press release is attached as Exhibit 99.1.

Item 9.01.   Financial Statements and Exhibits.

(d)   Exhibits

         99.1  Altria Group, Inc. Press Release dated March 16, 2006.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       ALTRIA GROUP, INC.

                                     By: /s/ G. PENN HOLSENBECK
                                        Name:  G. Penn Holsenbeck
                                        Title: Vice President, Associate General
                                               Counsel and Corporate Secretary

DATE: March 16, 2006

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

99.1              Altria Group, Inc. Press Release dated March 16, 2006.