SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 2001

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                          Commission file number 1-652

                              UNIVERSAL CORPORATION
             (Exact name of Registrant as specified in its charter)


                Virginia                                    54-0414210
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                   Identification Number)

      1501 North Hamilton Street,
        Richmond, Virginia 23230                           804-359-9311
(Address of principal executive offices)         (Registrant's telephone number)

           Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
      Title of each class                                   which registered
      -------------------                                   ----------------
   Common Stock, no par value                           New York Stock Exchange
Preferred Share Purchase Rights                         New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

Indicate by "X" mark whether the registrant  (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate by "X" mark if disclosure of delinquent  filers pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate   market  value  of  the   Registrant's   voting  stock  held  by
non-affiliates  was approximately $1.1 billion and the total number of shares of
common stock outstanding was 27,078,145 at September 7, 2001.

                      INFORMATION INCORPORATED BY REFERENCE

Certain information  contained in the September 21, 2001 Proxy Statement for the
Annual Meeting of  Shareholders  of Registrant is incorporated by reference into
Part III hereof.




                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Shareholder Matters

      The  Company's  Common  Stock is  traded  on the New York  Stock  Exchange
("NYSE") under the symbol "UVV." The following table sets forth the high and low
sales prices per share of the Common  Stock on the NYSE  Composite  Tape,  based
upon published  financial  sources,  and the dividends declared on each share of
Common Stock for the quarter indicated.


                                                          First       Second       Third        Fourth
                                                         Quarter      Quarter      Quarter      Quarter
                                                         -------      -------      -------      -------
                                                                                     
     2001
     Cash dividends declared:................             $ .31        $ .32        $ .32        $ .32
     Market price range:.....................   High      29.88        35.88        39.43        41.30
                                                 Low      20.63        27.00        31.19        36.99
     2000
     Cash dividends declared:................             $ .30        $ .31        $ .31        $ .31
     Market price range:.....................   High      31.00        26.50        23.94        24.81
                                                 Low      25.13        20.75        13.56        16.00


      The Company's current dividend policy anticipates the payment of quarterly
dividends in the future.  The declaration and payment of dividends to holders of
Common Stock will be at the  discretion  of the Board of  Directors  and will be
dependent  upon  the  future   earnings,   financial   condition,   and  capital
requirements of the Company.  At September 4, 2001,  there were 2,610 holders of
record of the registrant's Common Stock.





                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                         UNIVERSAL CORPORATION

October 29, 2001
                                         By:     /s/ George C. Freeman, III
                                             -----------------------------------
                                                    George C. Freeman, III
                                                General Counsel and Secretary