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 *
FREEMAN GEORGE C III
 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)
Chairman, President & CEO
(Last)
(First)
(Middle)

9201 FOREST HILL AVENUE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2011
(Street)


RICHMOND, VA 23235		 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             71,324 (1) D  

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
Stock Appreciation Rights (2) $ 36.03           06/13/2007 06/13/2016 common stock
5,000
  5,000
D
 
Stock Appreciation Rights (2) $ 62.66           05/24/2008 05/24/2017 common stock
31,800
  31,800
D
 
Stock Appreciation Rights (2) $ 51.32           05/28/2009 05/28/2018 common stock
24,200
  24,200
D
 
Stock Appreciation Rights (2) $ 35.3           05/27/2010 05/27/2019 common stock
60,000
  60,000
D
 
Stock Appreciation Rights (2) $ 39.71           06/08/2011 06/08/2020 common stock
38,000
  38,000
D
 
Options to by Common Stock (3) $ 47.28           12/17/2004 12/05/2012 Common Stock
4,144
  4,144
D
 
Options to by Common Stock (3) $ 48.21           06/17/2005 12/05/2012 Common Stock
5,671
  5,671
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FREEMAN GEORGE C III
9201 FOREST HILL AVENUE
RICHMOND, VA 23235		       Chairman, President & CEO  

Signatures

George C. Freeman, III, by Terri L. Marks, Power of Attorney 04/29/2011
**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) the amount includes 45,000 retricted stock units and 5,183 dividend units on the restricted stock units. The restricted stock units and the dividend units vest on the fifth anniversary of the award date, however payment will be delayed until termination of service if the individual is a covered employee under code section 162(m) on the date of vesting.
(2) after a 12 month perod of the grant date, 1/3 total shares are exercisable and an additional 1/3 for each anniversary date after that for 3 such periods.
(3) options issued under the executive stock plan.

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