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^*

FREEMAN GEORGE C III

(Last)

(First)

(Middle)

1501 NORTH 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)
	General Counsel

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2006

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	03/31/2006		I	480	A	⁽¹⁾	9,837⁽¹⁾	D
Common Stock-ESPP	03/31/2006		I	591	A	⁽²⁾	2,298⁽²⁾	I⁽³⁾	shares held in the 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)
Options to buy common stock	$36.4						⁽⁴⁾	12/06/2011	Common Stock	3,334		3,334	D
Options to buy common stock⁽⁵⁾	$42.82						12/17/2003	12/05/2012	Common Stock	3,506		3,506	D
Options to buy common stock⁽⁵⁾	$35.67						06/05/2003	12/05/2012	Common Stock	25,632		25,632	D
Options to buy common stock⁽⁵⁾	$43.08						06/17/2004	12/05/2012	Common Stock	4,144		4,144	D
Options to buy common stock⁽⁵⁾	$47.28						12/17/2004	12/05/2012	Common Stock	4,144		4,144	D
Options to buy common stock⁽⁵⁾	$48.21						06/17/2005	12/05/2012	Common Stock	5,671		5,671	D
phanton stock units 1 for 1⁽⁶⁾	⁽⁶⁾	03/31/2006		A	67		⁽⁶⁾	⁽⁶⁾	Common Shares	67	⁽⁶⁾	74	D
Options to buy Common Stock⁽⁵⁾	$46.34						12/31/2005	05/23/2015	Common Stock	10,000		10,000	D

Explanation of Responses:

1. includes 480 shares previously owned in the stock purchase plan and 2,500 restricted stock units. The restricted stock units vest on the fifth anniversary of the award date, however, payment will be delayed until termination of service if individual is a covered employee under Code Section 162(m) on the date of vesting.

2. includes 591 shares acquired from 4/1/05 through 3/31/06 in the stock purchase plan

3. shares held in the stock purchase plan

4. after a 12 month period of the grant date, 1/3 of total shares is exercisable and an additional 1/3 for each aniversary date after that for 3 such periods.

5. options issued under the executive stock plan

6. the phantom stock units were acquired under the ULT Supplemental Stock Purchase Plan on a periodic basis during the fiscal year ended March 31, 2006. Each phantom unit will be settled in cash upon the earlier of death, disability, retirement or termination of employment.

	George C. Freeman, III by Terri L. Marks, Power of Attorney	05/07/2006
	** 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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