Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  HOLSENBECK G PENN
2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2008
3. Issuer Name and Ticker or Trading Symbol
Philip Morris International Inc. [PM]
(Last)
(First)
(Middle)
120 PARK AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Corporate Secretary
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 98,762 (1)
D
 
Common Stock 527
I (2)
DPS

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) 01/31/2003 06/12/2011 Common Stock 5,801 $ 25.6426 (3) D  
Option (Right to Buy) 01/24/2002 01/26/2010 Common Stock 6,367 $ 23.8151 (3) D  
Option (Right to Buy) 08/04/2002 01/26/2010 Common Stock 8,403 $ 25.9224 (3) D  
Option (Right to Buy) 04/20/2004 01/26/2010 Common Stock 14,635 $ 23.4491 (3) D  
Option (Right to Buy) 03/30/2007 06/23/2008 Common Stock 13,345 $ 44.0485 (3) D  
Option (Right to Buy) 03/30/2007 06/29/2009 Common Stock 14,517 $ 44.0485 (3) D  
Option (Right to Buy) 03/30/2007 06/29/2009 Common Stock 5,081 $ 44.0485 (3) D  
Option (Right to Buy) 03/30/2007 01/31/2011 Common Stock 16,972 $ 44.0485 (3) D  
Option (Right to Buy) 03/30/2007 06/12/2011 Common Stock 9,819 $ 44.0485 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOLSENBECK G PENN
120 PARK AVENUE
NEW YORK, NY 10017
      VP & Corporate Secretary  

Signatures

G. Penn Holsenbeck 04/01/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 shares or share equivalents of common stock of the Issuer in connection with the pro rata distribution by Altria Group, Inc. ("Altria") to its stockholders of 100% of the outstanding shares of the Issuer's common stock on March 28, 2008 (the "Spin-Off"). The total includes 7,420 shares of Restricted Stock and 20,750 shares of Deferred Stock of the Issuer received as a result of the Spin-Off in connection with the previously granted Altria awards. The number of Deferred Shares reflects 11,596 Deferred Shares of the Issuer in substitution of previously granted deferred shares awarded by Altria Group, Inc. on January 30, 2008 in accordance with the terms of the Employee Matters Agreement dated as of March 28, 2008 between Altria Group, Inc. and Philip Morris International Inc. in connection with the Spin-Off of Philip Morris International Inc. on March 28, 2008.
(2) Shares held in the Philip Morris International Deferred Profit Sharing Plan.
(3) These options were originally granted by Altria. In connection with the Spin-Off, these options were split into options to acquire Altria Common Stock and Issuer's Common Stock in accordance with the anti-dilution terms of Altria's compensation plans and the Employee Matters Agreement dated March 28, 2008, between Altria and the Issuer.

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