Amendment No. 1
to
FORM 8-A

                Virginia                                 54-0414210
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

       1501 North Hamilton Street
           Richmond, Virginia                               23230
(Address of Principal Executive Offices)                 (Zip Code)

If this form relates to the registration    If   this   form   relates   to  the
of a class  of  securities  pursuant  to    registration    of   a   class    of
Section 12(b) of the Exchange Act and is    securities pursuant to Section 12(g)
effective     pursuant     to    General    of the Exchange Act and is effective
Instruction  A.(c),   please  check  the    pursuant   to  General   Instruction
following box. [ X ]                        A.(d),  please  check the  following
                                            box. [ ]

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

      Title of Each Class                Name of Each Exchange on Which
      to be so Registered                Each Class is to be Registered
      -------------------                ------------------------------

Preferred Share Purchase Rights              New York Stock Exchange

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

none
(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Universal Corporation, a Virginia corporation (the "Company"), hereby amends in its entirety the following items of its registration statement on Form 8-A dated December 22, 1998, and filed with the Securities and Exchange Commission on December 28, 1998.

Item 1. Description of Registrant's Securities to be Registered.

On December 3, 1998, the Board of Directors of the Company declared a dividend of one preferred share purchase right (a "Right") for each share of common stock, without par value (the "Common Shares"), of the Company outstanding on February 13, 1999 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one two-hundredth of a share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares") of the Company at a price of $110 per one two-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of December 3, 1998, between the Company and Wachovia Bank, N.A., as Rights Agent (the "Rights Agent"), as amended by the First Amendment to the Rights Agreement (the "First Amendment"), dated as of April 23, 1999, between the Company, Wachovia Bank, N.A., and Norwest Bank Minnesota, N.A., as successor Rights Agent.

Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 15% or more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any such person or group becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of a Summary of Rights attached thereto.

The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a legend incorporating the terms of the Rights Agreement by reference. Notwithstanding the absence of such legend or the existence of an earlier form of legend, certificates evidencing Common Shares outstanding on or prior to the Record Date, together with a copy of the Summary of Rights attached thereto, will also evidence one Right for each Common Share evidenced thereby. Accordingly, until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of such certificates, even without such legend or a copy of the Summary of Rights being attached thereto, will also constitute the transfer of the

Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire on February 13, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one two-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date.

Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend equal to 200 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment equal to 200 times the payment made per Common Share. Each Preferred Share will have 200 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive an amount equal to 200 times the amount received per Common Share. These rights are protected by customary antidilution provisions.

Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one two-hundredths interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or

group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company that at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, that number of Common Shares (or Preferred Shares) having a market value of two times the exercise price of the Right.

At any time after any person or group or affiliated or associated persons becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group that will have become void), in whole or in part, at an exchange ratio of one Common Share, or one two-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions that are integral multiples of one two-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

At any time prior to the time that any person or group of affiliated or associated persons becomes an acquiring person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), subject to adjustment. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate, and the only right of the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company's Board of Directors, except pursuant to an offer conditioned on a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors because the Rights may be redeemed by the Company at the Redemption Price prior to the time that a person or group has acquired beneficial ownership of 15% or more of the Common Shares.

The Rights Agreement is hereby incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated December 3, 1998 and filed with the Securities and Exchange Commission on December 22, 1998, and the First Amendment is hereby incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 23, 1999 and filed with the Securities and Exchange Commission on May 5, 1999. The foregoing description of the Rights is qualified in its entirety by reference to such exhibits.

Item 2.      Exhibits.

    Number                             Description

      4.1          Amended and Restated Articles of Incorporation.*

      4.2          Bylaws  (incorporated  herein by reference  to the  Company's
                   Quarterly Report on Form 10-Q for the quarter ended March 31,
                   1996, File No. 1- 652).

      4.3          Specimen Common Stock Certificate.

      4.4          Agreement,  dated as of December 3, 1998, between the Company
                   and Wachovia Bank, N.A., as Rights Agent (incorporated herein
                   by reference  to the  Company's  Current  Report on Form 8-K,
                   dated December 3, 1998, File No. 1-652).

      4.5          First  Amendment to the Rights  Agreement,  dated as of April
                   23, 1999, between the Company, Wachovia Bank, N.A., as Rights
                   Agent, and Norwest Bank Minnesota,  N.A., as Successor Rights
                   Agent  (incorporated  herein by  reference  to the  Company's
                   Current  Report on Form 8-K,  dated April 23, 1999,  File No.
                   1-652).

-------------

*Filed Previously

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

UNIVERSAL CORPORATION
(Registrant)

Date:  May 7, 1999                     By: /s/ James M. White, III
                                           -------------------------------------
                                           James M. White, III
                                           Vice President, General Counsel
                                              and Secretary

                                  Exhibit Index

       Number                      Description
       ------                      -----------

        4.1           Amended and Restated Articles of Incorporation.*

        4.2           Bylaws  (incorporated herein by reference to the Company's
                      Quarterly  Report on Form 10-Q for the quarter ended March
                      31, 1996, File No. 1- 652).

        4.3           Specimen Common Stock Certificate.

        4.4           Agreement,  dated as of  December  3,  1998,  between  the
                      Company  and  Wachovia   Bank,   N.A.,   as  Rights  Agent
                      (incorporated herein by reference to the Company's Current
                      Report on Form  8-K,  dated  December  3,  1998,  File No.
                      1-652).

        4.5           First Amendment to the Rights Agreement, dated as of April
                      23, 1999,  between the Company,  Wachovia  Bank,  N.A., as
                      Rights  Agent,  and  Norwest  Bank  Minnesota,   N.A.,  as
                      Successor Rights Agent  (incorporated  herein by reference
                      to the Company's  Current  Report on Form 8-K, dated April
                      23, 1999, File No. 1-652).

-------------

*Filed Previously