Sec Form 5 Filing - TAYLOR WILLIAM L @ UNIVERSAL CORP /VA/ - 2006-03-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 TAYLOR WILLIAM L 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 & CAO (Last) (First) (Middle) 1501 N HAMILTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2006 (Street) RICHMOND, VA23230 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2006 I V 1,016 ( 1 ) A 34,967 ( 1 ) D Common Stock -ESPP 03/31/2006 I V 626 ( 2 ) A 3,234 I ( 3 ) Employee stock purchase plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares phantom stock units 1 for 1 ( 4 ) ( 4 ) 03/31/2006 A V 645 ( 4 ) ( 4 ) Common Shares 645 ( 4 ) 5,646 D Options to buy common stock ( 5 ) $ 43.08 06/17/2004 12/02/2009 Common Stock 26,230 26,230 D Options to buy common stock ( 5 ) $ 47.28 12/17/2004 12/02/2009 Common Stock 20,582 20,582 D Options to buy common stock ( 5 ) $ 47.28 12/17/2004 11/20/2007 Common Stock 43,296 43,296 D Options to buy common stock ( 5 ) $ 48.21 06/17/2005 12/15/2007 Common Stock 1,962 1,962 D Options to buy common stock ( 5 ) $ 48.21 06/17/2005 12/05/2012 Common Stock 61,686 61,686 D Options to buy common stock ( 5 ) $ 48.21 06/17/2005 12/02/2009 Common Stock 8,228 8,228 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 TAYLOR WILLIAM L 1501 N HAMILTON STREET RICHMOND, VA23230 Vice President & CAO Signatures Terri L. Marks, Power of Attorney for William L. Taylor 05/08/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )includes 1016 shares previously owned in the stock purchase plan and 4,400 of restricted stock units are included in this total. The restricted stock units vest on the fifth anniversay of the award date, however payment will be delayed until termination of service if the individual is a covered employee under Section 162(m) on the date of vesting. ( 2 )includes 626 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 fiscalyear ended March 31, 2006.Each phantom unit will be settled in cash upon the earlier of death, disability, retirement ortermination of employment. ( 5 )options issued under the executive stock plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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