UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                               AMENDMENT NO. 1 TO
                                    FORM 10-Q


[ x ]  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities 
       Exchange Act of 1934

For the Period Ended December 31, 1998

                                       OR

[   ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities 
       Exchange Act of 1934

For the Transition Period From_________________to___________________


                          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
   ----------------------------------------------              -----
         (Address of principal executive offices)           (Zip code)


Registrant's telephone number, including area code - (804) 359-9311 


Indicate by check 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 the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date:


Common Stock,  No par value - 33,233,334  shares  outstanding  as of February 8,
1999



PART II.          OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

a.             Exhibits
               --------

4              Form of Common Stock Certificate, effective February 13, 1999.*

10.1           Universal Corporation Amended and Restated 1994 Stock Option Plan
               for Non-Employee Directors. *


10.2           Form of Amendment to Non-Employee  Director  Non-Qualified  Stock
               Option Agreement(s).*

10.3           First   Amendment  to  the   Universal   Leaf  Tobacco   Company,
               Incorporated  Benefit  Restoration Trust, dated January 12, 1999,
               between Universal Leaf Tobacco Company, Incorporated and Wachovia
               Bank, N. A., as trustee. *

10.4           Form of Non-Employee Director Restricted Stock Agreement. *

27             Financial Data Schedule.*

*  Filed Previously


b.             Reports on Form 8-K
               -------------------
   
(i)            On October 30, 1998,  the Company filed a Current  Report on Form
               8-K  dated  October  27,  1998 to  disclose,  under  Item 5,  the
               announcement  of the  Company's  earnings  for the quarter  ended
               September 30, 1998.

(ii)           On December 4, 1998,  the Company filed a Current  Report on Form
               8-K  dated  December  3,  1998 to  disclose,  under  Item 5,  the
               declaration  by the Board of  Directors  of a  regular  quarterly
               dividend of thirty cents ($.30) per share of Common Stock.

(iii)          On December 22, 1998,  the Company filed a Current Report on Form
               8-K dated  December 3, 1998 to disclose,  under Item 5, the terms
               of a new Rights Agreement  between the Company and Wachovia Bank,
               N.A., as Rights Agent.
    





                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date: February 24, 1999                         UNIVERSAL CORPORATION
                                      ------------------------------------------
                                                     (Registrant)


                                          /s/   William J. Coronado
                                      ------------------------------------------
                                      William J. Coronado, Vice President and
                                      Controller (Principal Accounting Officer)