UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A

                                  AMENDMENT # 1

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

For the Period Ended September 30, 1995

                                       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 Identification Number)
incorporation or organization)

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


Common Stock, No par value-35,042,051 shares outstanding as of February 2, 1996



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PART 1.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

         Working  capital at September  30, 1995,  was $245 million  compared to
$265 million at June 30, 1995. The 7.5% decline in working capital was accounted
for by  increases  in current  assets of $144  million  offset by an increase in
current  liabilities  of $164  million.  The  most  significant  increases  were
accounted for by tobacco  inventory (up $177 million) and customer  advances (up
$144  million).  These  increases  primarily  relate to the  Company's  domestic
tobacco operations.  Within the U.S., tobacco working capital needs are normally
at  their  lowest  point  at June 30.  In mid to late  July the U.S.  flue-cured
tobacco  markets open and the  Company's  working  capital  needs  increase.  As
tobacco is  purchased  and  shipped to  factories  for  processing,  inventories
generally  rise.  This increase in  inventories  is offset by increases in notes
payable and/or customer advances. The mix of notes payable and customer advances
is dependent on both the Company's and its  customers'  borrowing  capabilities,
interest rates and exchange rates.  The Company does not purchase tobacco in the
United States on a speculative basis; thus the increase in inventory  represents
tobacco that has been committed to customers.

         Generally  the  Company's   international  tobacco  operations  conduct
business  in U.S.  dollars,  thereby  limiting  foreign  exchange  risk to local
production and overhead costs.  Agri-product  and lumber  operations  enter into
foreign  exchange  contracts to hedge firm  purchase and sales  commitments  for
terms of less than six months.  Interest rate risk is limited because  customers
in the tobacco  business  usually  pre-finance  purchases or pay market rates of
interest for inventory purchased for their accounts.

         The  liquidity  and capital  resources of the Company at September  30,
1995  remain  adequate.  Over the past  two  years  the  Company  has  announced
restructuring  plans related to the consolidation of certain tobacco  operations
and a reduction in the number of employees. These efforts will lead to increased
efficiency and streamlined  operations.  Through the quarter ended September 30,
1995,  approximately  $2.2 million of severance  payments  related to the fiscal
year 1995 restructuring had been paid.

         In the first  quarter  of fiscal  1996,  the  Company  made some  minor
structural changes in its U.S. tobacco operations.  The $10 million of "Proceeds
from  minority  investment  in a  subsidiary"  in the  Statement  of Cash  Flows
represents  cash  proceeds  from  the  issuance  of  stock  in  a  newly  formed
subsidiary.  The  Company  treated  the  issuance  of these  shares as an equity
transaction and no gain or loss was recognized.


Results of Operations

         'Sales and Other Operating  Revenues'  increased $181 million or 27% in
the quarter.  Tobacco  operations  accounted  for $159 million of the  increases
primarily due to increased  domestic  flue-cured  and dark tobacco  orders.  The
balance of the increase was  attributable  to the inclusion of Heuvelman,  which
was  acquired in the second  quarter last year,  in lumber and building  product
operations.

         Gross profits in the quarter  increased  almost 10% to $104 million due
to the  acquisition  of  Heuvelman,  which  accounted  for $6.7  million  of the
increase.  The balance of the gross profit  improvement was realized in domestic
and dark tobacco operations. In the quarter the total volume of domestic tobacco
purchased  and  processed  was up over 40%  primarily  due to larger  flue-cured
marketings and increased orders from domestic and export customers;  however, as
expected, processing volumes for the Flue-cured Stabilization Cooperative (Pool)
were down in the quarter,  as crop surpluses have been reduced in the past year.
The Pool is a grower  cooperative  which operates  under the  supervision of the
U.S.  Department  of  Agriculture  (USDA) to provide  price  support to the U.S.
flue-cured  market.  Crop quota and price support  levels are set by the USDA in
accordance  with  formulas  established  in  legislation.  When  tobacco  is not
purchased at auction prices equal to or exceeding the support price levels,  the
Pool  acquires  the  tobacco,  which  it then  holds  for  resale  until  market
conditions  improve.  The Pool  contracts  with  tobacco  dealers to process the
tobacco  so that it can be stored  in a redried  state.  The  volume of  tobacco
acquired by the Pool annually is dependent  principally on the supply and demand
for the crop and its quality. Charges for processing Pool tobacco are negotiated
with tobacco dealers such as Universal  Leaf.  While the volume of Pool business
fluctuates  from year to year,  revenues  from the Pool in each of the past five
fiscal years were not greater than 1% of consolidated tobacco revenues.

         Foreign tobacco  operating profits improved $5.3 million in the quarter
principally  due to improved  contributions  from Central  American and European
operations. African tobacco results were lower due to old crop shipments carried
over into the first quarter of last year. Similarly, Brazilian results were down
in the quarter due to shipments  delayed to  subsequent  quarters in the current
fiscal year.  The  carryover of  shipments in Africa in the  preceding  year and
delay in Brazilian  shipments  in the current  year were  mandated by changes in
customers' shipping schedules.  Profits in dark air-cured tobacco rose on strong
sales to the U.S.  cigar  industry,  as  worldwide  consumption  of cigars,  and
resulting  demand for leaf,  continues to increase.  Lumber and building product
operating profits were up approximately $2 million benefiting from the inclusion
of Heuvelman,  while some erosion of margins and volumes in regional outlets was
more than offset by increased sales to the wholesale and  professional  markets.
In late  fiscal 1995  softwood  prices  began to decline  due to high  inventory
levels in Western European  markets.  This led to increasing  pressure on prices
(20-year  lows) and reduced  margins.  The  erosion of  softwood  margins in the
regional  outlets was not  material  to the  Company's  consolidated  results of
operations.  Subsequently  inventory  levels have been reduced;  however  strong
competition continues in the building industry, and customers generally are only
buying for their short-term needs.  Recently the decline in softwood margins has
stabilized.  Lower  purchase  prices  for raw  lumber  are  expected  to lead to
improvement in softwood margins in the near term. Agri-product results in fiscal
year  1996  benefited  from  improved   market   conditions  for  both  tea  and
confectionery sunflower seeds.


Selling  and  General  and  Administrative  Expenses'  in the  quarter
increased by 1% compared to last year,  reflecting  the  realization of benefits
from  restructuring  efforts of the past two years.  Interest  expense  was flat
year-to-year as increased borrowing  requirements related to higher volumes were
offset by reductions in inventory  carried over from the prior fiscal year.  The
higher  effective  tax rate in the prior fiscal  year's first quarter was due to
the lack of tax benefits on certain foreign subsidiaries' losses.

         The improved  tobacco world supply and demand  relationship is expected
to lead to better  results  for the  current  fiscal  year.  Although  there are
factors beyond  management's  control,  such as fiscal  policies in Brazil,  the
Company's balance and strength in the major tobacco origins provides a firm base
for growth. The Brazilian government has reduced inflation rates to 20-year lows
through fiscal policies  included in its Plano Real economic plan, which entails
financial  control  of items  such as  interest  rates and  exchange  rates.  In
addition,  the  Brazilian  government  exercises  control over  taxation,  trade
policies,  foreign  investment  and banking.  Although  there have been benefits
realized  from  enacting  the  Plano  Real,  the  long  term  viability  of  the
government's plan is dependent on various factors, including whether the current
administration  can continue to hold office in the future,  the level of foreign
currency  reserves and the confidence of the Brazilian  business  sector.  There
were no significant changes in Brazil's fiscal policies during the quarter ended
September 30, 1995,  and none have been announced that would lead the Company to
believe there would be a significant impact for the Company's fiscal year ending
June 30, 1996.

         Lumber and agri-products  activities  continue to perform well and have
good  potential  for the  future.  As  reported  in the 1995  annual  report  to
shareholders,   the  Company  adopted  a  restructuring  plan  for  its  tobacco
operations. As of the date of this report there have been no material changes to
the plan or its underlying assumptions.




<PAGE>



 
                                  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 2, 1996                        UNIVERSAL CORPORATION
                                 -----------------------------------------------
                                                  (Registrant)



                                             / s / Hartwell H. Roper
                                 -----------------------------------------------
                                      Hartwell H. Roper, Vice President and
                                             Chief Financial Officer



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