SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: December 3, 1998
                        (Date of earliest event reported)



                              UNIVERSAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



          Virginia                      1-652                    54-0414210
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
      of Incorporation)                                     Identification No.)


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


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






<PAGE>


Item 5.  Other Events.

         On December 3, 1998,  the Board of Directors  of Universal  Corporation
(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").  The
Rights Agreement succeeds the Company's current agreement with the Rights Agent,
which will expire on February 13, 1999.

         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.

                                      -2-
<PAGE>

         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 


                                      -3-
<PAGE>

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 

                                      -4-
<PAGE>


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 and the press release  announcing the declaration
of the Rights are  attached  hereto as exhibits and are  incorporated  herein by
reference.  The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.


Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)     Exhibits.

             No.               Description

             4.1      Agreement,  dated as of December 3, 1998, between the
                      Company and Wachovia Bank, N.A., as Rights Agent.*

             99       Press Release, dated December 3, 1998, issued by  the
                      Company.*

-------------
*Filed Herewith


                                      -5-
<PAGE>





                                   SIGNATURES

         Pursuant to the requirements 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 hereunto duly authorized.


                                     UNIVERSAL CORPORATION
                                          (Registrant)



Date:  December 21, 1998             By:   /s/ James M. White, III
                                         ---------------------------------------
                                           James M. White, III
                                           Vice President, General Counsel
                                             and Secretary






<PAGE>


                                  Exhibit Index


Exhibit
Number                              Document
------                              --------


4.1     Agreement, dated as of  December 3, 1998, between  Universal Corporation
        and Wachovia Bank, N.A., as Rights Agent.*

99      Press Release, dated December 3, 1998, issued by Universal Corporation.*

-------------
*Filed Herewith
[{"type": "8-K", "sequence": "1", "description": "8-K FILED BY UNIVERSAL CORPORATION", "secsgml_size_bytes": 14088}]
{"company-data": {"conformed-name": "UNIVERSAL CORP /VA/", "cik": "0000102037", "assigned-sic": "5150", "irs-number": "540414210", "state-of-incorporation": "VA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00652", "film-number": "98773366"}, "business-address": {"street1": "P O BOX 25099", "street2": "1501 N HAMILTON ST", "city": "RICHMOND", "state": "VA", "zip": "23230", "phone": "8043599311"}, "mail-address": {"street1": "PO BOX 25099", "city": "RICHMOND", "state": "VA", "zip": "23260"}, "former-company": {"former-conformed-name": "UNIVERSAL LEAF TOBACCO CO INC", "date-changed": "19880314"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: December 3, 1998
                        (Date of earliest event reported)

                              UNIVERSAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Virginia                      1-652                    54-0414210
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
      of Incorporation)                                     Identification No.)

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

               Registrant's telephone number, including area code:
                                 (804) 359-9311
Item 5.  Other Events.

         On December 3, 1998,  the Board of Directors  of Universal  Corporation
(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").  The
Rights Agreement succeeds the Company's current agreement with the Rights Agent,
which will expire on February 13, 1999.

         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.

                                      -2-
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 

                                      -3-
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 

                                      -4-
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 and the press release  announcing the declaration
of the Rights are  attached  hereto as exhibits and are  incorporated  herein by
reference.  The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)     Exhibits.

             No.               Description

             4.1      Agreement,  dated as of December 3, 1998, between the
                      Company and Wachovia Bank, N.A., as Rights Agent.*

             99       Press Release, dated December 3, 1998, issued by  the
                      Company.*

-------------
*Filed Herewith

                                      -5-
SIGNATURES

         Pursuant to the requirements 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 hereunto duly authorized.

                                     UNIVERSAL CORPORATION
                                          (Registrant)

Date:  December 21, 1998             By:   /s/ James M. White, III
                                         ---------------------------------------
                                           James M. White, III
                                           Vice President, General Counsel
                                             and Secretary
Exhibit Index

Exhibit
Number                              Document
------                              --------

4.1     Agreement, dated as of  December 3, 1998, between  Universal Corporation
        and Wachovia Bank, N.A., as Rights Agent.*

99      Press Release, dated December 3, 1998, issued by Universal Corporation.*

-------------
*Filed Herewith