SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ROPER HARTWELL H

(Last)

(First)

(Middle)

1501 N HAMILTON STREET

(Street)

RICHMOND

23230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL CORP /VA/ [ uvv ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President & CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2003

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2003		I	608⁽¹⁾	A	⁽¹⁾	52,188⁽¹⁾	D
Common Stock-ESPP	06/30/2003		I	1,285⁽²⁾	A	⁽²⁾	19,851⁽³⁾	I⁽³⁾	Employee stock purchase plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
phantom stock units 1 for 1	⁽⁴⁾	06/30/2003		A	28		⁽⁴⁾	⁽⁴⁾	Common Shares	28	⁽⁴⁾	793	D
Options to buy common stock⁽⁵⁾	$38.94						06/15/1998	11/20/2007	Common Stock	50,000		50,000	D
Options to buy common stock⁽⁵⁾	$40.1875						06/08/1998	12/01/2004	Common Stock	7,468		7,468	D
Options to buy common stock⁽⁵⁾	$38.2						12/15/2001	12/02/2009	Common Stock	10,100		10,100	D
Options to buy common stock⁽⁵⁾	$36.92						06/17/2002	12/01/2004	Common Stock	862		862	D
Options to buy common stock⁽⁵⁾	$36.92						06/17/2002	12/02/2009	Common Stock	7,003		7,003	D
Options to buy common stock⁽⁵⁾	$38.7						12/17/2002	12/01/2004	Common Stock	18,822		18,822	D
Options to buy common stock⁽⁵⁾	$38.7						12/17/2002	12/02/2009	Common Stock	24,091		24,091	D
Options to buy common stock⁽⁵⁾	$35.67						06/05/2003	12/05/2012	Common Stock	51,684		51,684	D
Options to buy common stock⁽⁵⁾	$42.82						12/17/2003	12/05/2012	Common Stock	44,414		44,414	D

Explanation of Responses:

1. includes 608 shares previously owned in the stock purchase plan

2. includes 1,285 shares acquired from 7/1/02 through 6/30/03 in the stock purchase plan

3. shares held in the stock purchase plan

4. the phantom stock units were acquired under the ULT supplemental stock purchase plan on a periodic basis during the fiscal year ended June 30, 2003. Each phantom stock unit will be settled in cash upon the earlier of death, disability or termination of employment. The range of high/low market prices for the company's common stock on the dates the phantom units were credited were $42.61 and $34.98 respectively.

5. options issued under the executive stock plan

	Terri L. Marks, Power of Attorney for Hartwell H. Roper	08/13/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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