March 23, 2001

FAX to:  Mr. Geoffrey Bible, Chairman of the Board and Chief Executive Officer 917-663-0448,
Mr. G. Penn Holsenbeck, Vice President, Associate General Counsel, and Corporate Secretary, 917-663-5372, Philip Morris Companies, Inc.

Dear Mr. Bible and Mr. Holsenbeck:

         The U.S. Centers for Disease Control and Prevention has just issued a report stating that cotinine is still found in the body fluids of nonsmokers, revealing a continuing exposure to tobacco smoke.  Dr. Jim Mirkle, a co-author of the report, stated, "... environmental tobacco smoke remains a major public health concern since more than half of American youth continue to be exposed to this known human carcinogen."

         Therefore, considering the fact that so many people attend the Philip Morris shareholders’ meeting each year, including numerous children and young students, would you please make the Philip Morris auditoriums a No-Smoking zone during the Philip Morris shareholders’ meeting on April 25, 2001?  There is no safe level of exposure for a carcinogen.  No amount of ventilation can remove the carcinogens and toxic gases from the air, and only some of the particulate matter.  Despite the Philip Morris state of the art ventilation system, the tobacco smoke can also produce immediate irritation of the eye, ear, nose, and throat, as well as introducing carcinogens and toxins into the body.

         Philip Morris already prohibits smoking around tobacco seedlings and in the main cigarette factory production areas.  This would simply be an extension of that idea, only in this case it would be to protect the people, not the tobacco plants and assembly line procedures.  It would enhance the image of Philip Morris with this willingness to accommodate the health of nonsmoking children and adults.  This does not violate a single Philip Morris statement regarding a “choice” to smoke since it still allows the smokers to remain smokers, only asking that they refrain from smoking in the auditoriums.  It does, however, allow the nonsmoking children and adults to remain nonsmokers - and not to breathe in environmental tobacco smoke from smokers in the auditorium.

         Smokers normally must refrain from smoking in other auditoriums.  This gesture should greatly enhance the company’s image campaign, letting people see that Philip Morris pays as much attention to the well being of shareholders as it does to the health of the tobacco plants.

         I look forward to receiving your response before Friday, April 20th as to your decision.

Sincerely,
Anne Morrow Donley, Co-Founder, Virginia GASP,
and a Philip Morris Shareholder

Philip Morris response, received April 24, 2001:

STEVEN C. PARRISH
SENIOR VICE PRESIDENT
CORPORATE AFFAIRS                                           (917)  663-3074

April 18, 2001

Ms. Anne Morrow Donley
Virginia Group to Alleviate Smoking in Public, Inc., GASP
4856 Haygood Road, Suite 102
Virginia Beach, VA 23455

Dear Ms. Donley:

         Thank you for your letter of March 23 to Mr. Bible, and for sharing your concerns about the presence of environmental tobacco smoke at our Annual Meeting.  We at Philip Morris Companies recognize that environmental tobacco smoke can be annoying and that many people believe that it presents a health risk to nonsmokers.  That is why we strongly support - through a variety of actions and programs - options designed to minimize the presence of ETS, while still providing adults with pleasant and comfortable places to smoke.

         To accommodate the preferences of those who wish to attend the Philip Morris Annual Shareholders Meeting in a smoke-free environment, we are designating the entire lower lobby which is the seating area immediately outside of the main auditorium as a nonsmoking area.  As is the case every year, shareholders seated in this area will be given the opportunity to ask questions during the question and answer period and comment on stockholder proposals.

         We believe that by designating an area as nonsmoking, we can provide a reasonable approach that will accommodate you and any other shareholders who prefer to be seated in a nonsmoking environment, while also taking into consideration the preferences and choices of our shareholders who smoke.  We will continue to monitor shareholder interest in having access to a nonsmoking area during the Annual Meeting.

         Thank you again for your letter, and I look forward to seeing you at the annual meeting.

Sincerely,
(signature)