Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
ROPER HARTWELL H
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
(Last)
(First)
(Middle)

1501 N HAMILTON STREET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2006
(Street)


RICHMOND, VA 23230
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 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)
Amount (A) or (D) Price
Common Stock 03/31/2006   I 953 (1) A $ (1) 76,645 (1) D  
Common Stock-ESPP 03/31/2006   I 1,315 (2) A $ (2) 21,338 I (3) Employee stock purchase plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
phantom stock units 1 for 1 (4)   03/31/2006   A 90     (4)   (4) Common Shares
90
(4) 980
D
 
Options to buy common stock (5) $ 43.08           06/17/2004 12/02/2009 Common Stock
31,475
  31,475
D
 
Options to buy common stock (5) $ 47.28           12/17/2004 12/02/2009 Common Stock
27,782
  27,782
D
 
Options to buy common stock (5) $ 47.28           12/17/2004 11/20/2007 Common Stock
30,688
  30,688
D
 
Options to buy common stock (5) $ 48.21           06/17/2005 12/02/2009 Common Stock
2,206
  2,206
D
 
Options to buy common stock (5) $ 48.21           06/17/2005 12/15/2007 Common Stock
10,288
  10,288
D
 
Options to buy common stock (5) $ 48.21           06/17/2005 12/05/2012 Common Stock
53,403
  53,403
D
 
Options to buy common stock (5) $ 46.34           12/31/2005 05/23/2015 Common Stock
17,500
  17,500
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROPER HARTWELL H
1501 N HAMILTON STREET
RICHMOND, VA 23230
      Vice President & CFO  

Signatures

Terri L. Marks, Power of Attorney for Hartwell H. Roper 08/09/2006
**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) includes 953 shares previously owned in the stock purchase plan and 4,400 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 Section 162(m) on the date of vesting.
(2) includes 1315 shares acquired from 4/1/05 through 3/31/06 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 March 31, 2006. Each phantom stock unit will be settled in cash upon the earlier of death, disability or termination of employment.
(5) options issued under the executive stock plan

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