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 * HELU CARLOS SLIM   2. Issuer Name and Ticker or Trading Symbol Philip Morris International Inc. [PM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 120 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 05/12/2010 (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 05/12/2010   A   2,922 (1) A $ 47.915 9,775 (2) D   Common Stock               300,000 I (3) Inmobillaria Carso

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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

Phantom Stock Units

(4)

05/12/2010

J

V

0 (5)

(6)

(6)

Common Stock

0

$ 0

3,456 (7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELU CARLOS SLIM 120 PARK AVENUE NEW YORK, NY 10017	X

Signatures

G. Penn Holsenbeck for Carlos Slim		05/14/2010
**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)	Deferred stock awarded under the Philip Morris International Inc. 2008 Stock Compensation Plan for Non-Employee Directors.
(2)	Includes 9,774 deferred shares held under the Philip Morris International Inc. 2008 Stock Compensation Plan for Non-Employee Directors, including an increase of 75 shares acquired through the reinvestment of dividends since March 31, 2010, the date of your last reportable transaction.
(3)	Inmobillaria Carso owns 100,000 of these shares and the remaining 200,000 shares are owned by a subsidiary of Inmobillaria Carso. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4)	Phantom Stock Units convert to common stock on a 1-for-1 basis.
(5)	No share equivalents acquired or disposed.
(6)	These units are to be settled in cash upon the reporting person's termination as a member of the issuer's board of directors.
(7)	Share equivalents held in the Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors, including an increase of 31 share equivalents acquired through the reinvestment of dividends since March 31, 2010, the date of your last reportable transaction.

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