SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G
(Rule 13d)

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

CUSIP No.  50075N104

1.

Name of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Altria Group, Inc. (formerly known as Philip Morris Companies Inc.)
I.R.S. Identification No.: 13-3260245

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
N.A.

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
Virginia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,456,600,990⁽¹⁾

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,456,600,990⁽¹⁾

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,456,600,990⁽¹⁾

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
[     ]

11.

Percent of Class Represented by Amount in Row (9)
84.2%⁽¹⁾

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Kraft Foods Inc., a Virginia corporation.

(b)

Address of Issuer's Principal Executive Office
Three Lakes Drive, Northfield, Illinois  60093

Item 2.

(a)

Name of Person Filing
This statement is being filed by Altria Group, Inc. (“Altria”).  On January 27, 2003, Philip Morris Companies Inc. changed its name to Altria Group, Inc.

(b)

Address of Principal Business Office or, if none, Residence
The address of Altria’s principal business office is 120 Park Avenue, New York, New York 10017.

(c)

Citizenship
Altria is a Virginia corporation.

(d)

Title of Class of Securities
Class A common stock, no par value per share.

(e)

CUSIP Number
50075N104.

Item 3.

This Statement is not filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c).

Item 4.

Ownership

Altria owns 276,600,990 shares of Class A common stock, and 1,180,000,000 shares of Class B common stock of the Issuer.  The Issuer’s Class A common stock has one vote per share, while the Issuer’s Class B common stock has ten votes per share.  Each share of Class B common stock of the Issuer is convertible into one share of Class A common stock (i) while held by Altria or any of its subsidiaries (excluding the Issuer) at the option of the holder and (ii) upon certain automatic conversion events.

Altria has granted to employees of Altria and its subsidiaries (other than the Issuer) options to purchase 1,600,990 shares and stock appreciation rights with respect to 14,530 shares of the Issuer’s Class A common stock.

Pursuant to a corporate agreement entered into between Altria and the Issuer, Altria has a continuing option to purchase additional shares of the Issuer’s Class A common stock.  Altria may exercise the option simultaneously with the issuance of any equity security of the Issuer, only to the extent necessary to permit Altria to maintain its then-existing percentage ownership of the Issuer’s common stock.

(a)

Amount beneficially owned:    1,456,600,990.

(b)

Percent of class:

84.2% of the total outstanding shares;
97.8% of the total voting power.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:    1,456,600,990.

(ii)

Shared power to vote or to direct the vote:    0.

(iii)

Sole power to dispose or to direct the disposition of:    1,456,600,990.

(iv)

Shared power to dispose or to direct the disposition of:    0.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Date: February 13, 2003

ALTRIA GROUP, INC.

By:

/s/ G. PENN HOLSENBECK

Name:

G. Penn Holsenbeck

Title:

Vice President, Associate

General Counsel and Corporate

Secretary