SecProbe.io

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 March 31, 2025

Johan C. Kroner
Senior Vice President and Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, VA 23235

 Re: Universal Corporation
 Form 10-K for Fiscal Year Ended March 31, 2024
 File No. 001-00652
Dear Johan C. Kroner:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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 Document March 28, 2025 EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Attention:    Ms. Valeria Franks                 Office of Trade & Services Re:    Universal Corporation Form 10-K for Fiscal Year Ended March 31, 2024 Filed May 29, 2024 File No. 001-00652 Dear Ms. Franks, As Senior Vice President and Chief Financial Officer of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission contained in its comment letter, dated March 7, 2025 (the “Comment Letter”). Set forth below is the Company’s response. For convenience of reference, the Staff’s comment is reprinted in italics, numbered to correspond with the paragraph number assigned in the Comment Letter, and is followed by the corresponding response of the Company. When used in our response, the “Company,” “we,” “us,” and “our” refer to Universal Corporation. Comment: Form 10-K for Fiscal Year Ended March 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 23 1. Please revise to separately quantify each material factor that contributed to the fluctuations in your results of operations. For example, you attribute the increase in revenues for the Tobacco Operations segment during fiscal year 2024 to higher tobacco sales prices and favorable product mix, partially offset by lower tobacco sales volumes. You also attribute the higher selling, general and administrative costs for fiscal year 2024 to higher incentive compensation costs, unfavorable foreign currency comparisons, and costs related to a value-added tax settlement program in Brazil. Refer to Item 303(b) of Regulation S-K. Response: The Company acknowledges the Staff’s comment and, in its future filings that are required to include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (e.g., Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q), where possible, the Company will quantify each material factor that contributed to the fluctuations in its results. Using the example noted by the Staff in the Comment Letter with respect to revenues and selling, general and administrative costs for our Tobacco Operations segment for fiscal year 2024, we have provided below U.S. Securities & Exchange Commission March 28, 2025 Page 2 proposed disclosure of what we expect to include in future filings. For ease of reference, the proposed changes are marked as strike-through for deletions and as italics for additions. Tobacco Operations “Revenues for the Tobacco Operations segment were $2.4 billion for fiscal year 2024, up $180.5 million compared to fiscal year 2023, on higher an approximately 18% increase in the tobacco average sales prices and a favorable product mix, partially offset by lower tobacco sales volumes of approximately 8%. ” “Selling, general, and administrative costs for the Tobacco Operations segment were higher in fiscal year 2024 by approximately $16 million, compared to fiscal year 2023, primarily due to $7.6 million of higher incentive compensation and benefit costs as well as an unfavorable foreign currency comparison s of $2.2 million and $4.8 million of costs related to a value-added tax settlement program in Brazil.” With respect to specifically describing the extent to which material changes in sales and revenues from period to period are attributable to changes in prices, volume, or product mix, our sales and revenues are impacted by factors in addition to price and volume. Across our businesses, we offer many products that are sold at varied prices based on quality to different customers in many countries and sectors. In some cases, unit measures and directly corresponding price changes may be calculable; in other cases, the products may be sold in different units at different prices or in a variety of different customer requirements. For example, in our Tobacco Operations segment, tobacco crop quality and chemistry can greatly vary around the world in each growing season due to a variety of factors, including weather, soil conditions, and timing of harvesting. With respect to our Ingredients Operations segment, new product introductions and the wide range of plant-based products can contribute to product mix changes that impact specific price/volume calculations. In some cases, changes in unit volumes may have a pricing component because of our customers’ supply chain and distribution capabilities. Accordingly, while we estimate pricing or volume changes at a high level for internal management purposes, it would be burdensome to calculate these changes with sufficient detail to accurately include this data in our public disclosures. We hope the foregoing answer is responsive to the Comment Letter. Please direct any further questions or comments you may have regarding this filing to the undersigned at (804) 359-9311. Sincerely, /s/ Johan C. Kroner               Johan C. Kroner Senior Vice President and Chief Financial Officer cc: Ms. Keira Nakada, U.S. Securities and Exchange Commission Ms. Catherine H. Clairborne, Universal Corporation Mr. Scott J. Bleicher, Universal Corporation Mr. W. Lake Taylor, Jr., McGuireWoods LLP Mr. Lawton B. Way, McGuireWoods LLP

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 Document March 17, 2025 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Attention:    Ms. Valeria Franks Office of Trade & Services Re:    Universal Corporation Form 10-K for Fiscal Year Ended March 31, 2024 File No. 001-00652 Dear Ms. Franks, On behalf of Universal Corporation (the “Company”), I am writing to formally request an extension to respond to the staff’ (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission’s comment letter dated March 7, 2025, regarding the Staff’s comment to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. We respectfully request an extension to respond no later than April 3, 2025. Please direct any further questions or comments you may have regarding this request to the undersigned at (804) 254-3783. Sincerely, /s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel & Secretary cc:    Ms. Keira Nakada, U.S. Securities and Exchange Commission Mr. Johan L. Kroner, Universal Corporation Mr. Scott J. Bleicher, Universal Corporation Mr. W. Lake Taylor Jr., McGuireWoods LLP Mr. Lawton B. Way, McGuireWoods LLP

March 7, 2025
Johan C. Kroner
Senior Vice President and Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, VA 23235
Re:Universal Corporation
Form 10-K for Fiscal Year Ended March 31, 2024
File No. 001-00652
Dear Johan C. Kroner:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 23
1.Please revise to separately quantify each material factor that contributed to the
fluctuations in your results of operations. For example, you attribute the increase in
revenues for the Tobacco Operations segment during fiscal year 2024 to higher
tobacco sales prices and favorable product mix, partially offset by lower tobacco sales
volumes. You also attribute the higher selling, general and administrative costs for
fiscal year 2024 to higher incentive compensation costs, unfavorable foreign currency
comparisons, and costs related to a value-added tax settlement program in Brazil.
Refer to Item 303(b) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

March 7, 2025
Page 2
            Please contact Valeria Franks at 202-551-7705 or Keira Nakada at 202-551-3659 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
April 10, 2023
George Freeman
Chairman, President, and Chief Executive Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, VA 23235
Re:Universal Corporation
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 27, 2022
File No. 001-00652
Dear George Freeman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

March 31, 2023

Via Email and

EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C.  20549

Attention:    Ms. Suying Li

Office of Trade & Services

Re:    Universal Corporation

Form 10-K for Fiscal Year Ended March 31, 2022

Filed May 27, 2022

File No. 001-00652

Dear Ms. Li,

As Senior Vice President and Chief Financial Officer of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter dated March 13, 2023 (the “Commission Comment Letter”).  We appreciate your agreement on March 21, 2023, to extend the due date for the Company’s response to April 7, 2023.

Set forth below are the Company’s responses.  For ease of reference, the Staff comments are reprinted in italics, numbered to correspond with the paragraph numbers assigned in the Commission Comment Letter, and are followed by the corresponding responses of the Company.  When used in our responses, the “Company,” “we,” “us,” and “our” refer to Universal Corporation.

Form 10-K for Fiscal Year Ended March 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial Highlights

Reconciliation of Certain Non-GAAP Financial Measures

Adjusted Net Income and Diluted Earnings Per Share Reconciliation, page 29

1. Please revise your reconciliation to separately present the income tax effects related to the non-GAAP adjustments and provide an explanation of how the tax impacts are determined. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

The Company acknowledges the Staff’s comment and in future filings will quantify the total income tax impact for the non-GAAP adjustments to income before income taxes in a single line item on the Adjusted Net Income Reconciliation. Additionally, the Company will provide explanation and clarification of how the income tax expense (benefit) on non-GAAP adjustments is determined in the parenthetical footnotes to the Adjusted Net Income Reconciliation.

U.S. Securities & Exchange Commission

March 31, 2023

Page 2

Below is a presentation of the Adjusted Net Income and Adjusted Diluted Earnings Per Share Reconciliation for fiscal years ended March 31, 2022, and 2021 reflecting these changes:

Adjusted Net Income and Adjusted Diluted Earnings Per Share Reconciliation

  Fiscal Year Ended
March 31,

(in thousands except for per share amounts)  2022  2021

As Reported: Net income attributable to Universal Corporation  $ 86,577    $ 87,410

Non-GAAP adjustments to income before income taxes

  Purchase accounting adjustment(1)

  3,057    2,800

  Transaction costs for acquisitions(2)

  2,310    3,915

  Fair value adjustment to contingent consideration for FruitSmart acquisition(3)

  (2,532)   (4,173)

  Restructuring and impairment costs(4)

  10,457    22,577

  Interest (income) expense related to a final income tax ruling and settlements at a foreign subsidiary  (470)   1,849

Total of Non-GAAP adjustments to income before income taxes  12,822    26,968

Non-GAAP adjustments to income taxes

  Impact to income taxes (benefit) from Non-GAAP adjustments to income before income taxes(5)

  (2,181)   (4,290)

  Income tax benefit on a final tax ruling (fiscal year 2022) and dividends paid from foreign subsidiaries (fiscal year 2021)(6)

  (1,686)   (4,421)

Total of income tax impacts for Non-GAAP adjustments to income before income taxes and Non-GAAP adjustments to income taxes  (3,867)   (8,711)

Impact to net income attributable to noncontrolling interests in subsidiaries from Non-GAAP adjustments  (1,154)   (487)

As adjusted: Net income attributable to Universal Corporation (Non-GAAP)  $ 94,378    $ 105,180

As reported: Diluted earnings per share  $ 3.47    $ 3.53

As adjusted: Diluted earnings per share (Non-GAAP)  $ 3.79    $ 4.25

(1)The Company recognized an increase in cost of goods sold in the third quarters of fiscal year 2022 and 2021, relating to the expensing of fair value adjustments to inventory associated with the acquisition accounting for Shank’s (effective October 4, 2021) and Silva (effective October 1, 2020). The adjustment related to the Silva acquisition is not deductible for U.S. income tax purposes.

(2)The Company incurred selling, general, and administrative expenses for the due diligence and other transaction costs associated with the acquisitions of Shank’s and Silva. A portion of the transaction costs associated with the Shank’s acquisition are not deductible for U.S. income tax purposes. The transaction costs for the Silva acquisition are not deductible for U.S. income tax purposes.

(3)The Company reversed the contingent consideration liability for the FruitSmart acquisition, as a result of certain performance metrics that did not meet the required threshold stipulated in the purchase agreement.

(4)Restructuring and impairment costs are included in Consolidated operating income in the consolidated statements of income, but excluded for purposes of Adjusted operating income, Adjusted net income available to Universal Corporation, and Adjusted diluted earnings per share. See Note 4 for additional information.

(5)The income tax effect of Non-GAAP adjustments was determined based on the timing and nature of the specific Non-GAAP adjustments and their relevant jurisdictional income tax rates (foreign, state, and local) and the applicable U.S. federal income tax rates. The Company considers current and deferred income tax rates to calculate the impact to income taxes for the Non-GAAP adjustments.

(6)The Company recognized income tax benefits related to a favorable final income tax ruling at a foreign subsidiary (fiscal year 2022) and final U.S. tax regulations on certain dividends paid by foreign subsidiaries (fiscal year 2021).

Item 8. Financial Statements and Supplementary Data

Consolidated Balance Sheets, page 45

2. Please present accounts payable separately from accrued expenses. Also, tell us and disclose with quantification as of each balance sheet date any component of accrued expenses exceeding the disclosure threshold. Refer to Rules 5-02.19 and .20 of Regulation S-X.

Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that for the fiscal years ended March 31, 2022 and 2021, accounts payable represented $168.5 million and $61.8 million, respectively.  For the fiscal years ended March 31, 2022 and 2021, the combined balance of accrued expenses and other current liabilities represented $103.6 million and $77.7 million, respectively. Dividends payable on outstanding common

U.S. Securities & Exchange Commission

March 31, 2023

Page 3

stock, a component of other current liabilities, represented $18.9 million or 6.4% of total current liabilities on the consolidated balance sheet for the fiscal year ended March 31, 2021. Although the balance of dividends payable at March 31, 2021 exceeded the 5% threshold as defined by Rule 5-02.20 of Regulation S-X, we believed the amount was not material to disclose on the consolidated balance sheet. No other components of accrued expenses and other current liabilities exceeded 5% of total current liabilities for the fiscal years ended March 31, 2022 or 2021.

The following table separately presents the Total current liabilities section for the respective consolidated balance sheets filed on Form 10-K for fiscal years ended March 31, 2022 and 2021:

  March 31,

(in thousands of dollars)  2022  2021

Current liabilities

    Notes payable and overdrafts  $ 182,639    $ 101,294

    Accounts payable  168,491    61,827

    Accounts payable - unconsolidated affiliates  5,308    1,282

    Customer advances and deposits  13,724    8,765

    Accrued compensation  27,281    29,918

    Income taxes payable  7,427    4,516

    Current portion of operating lease liabilities  10,303    7,898

    Accrued expenses and other current liabilities  103,551    77,657

    Current portion of long-term debt  —    —

        Total current liabilities  518,724    293,157

In future filings, we will separately present accounts payable and accrued expenses and other current liabilities on our consolidated balance sheets. Additionally, in future filings, we will quantify and determine if any amounts exceed the 5% threshold and will disclose the amount(s), if material, on the consolidated balance sheets or in the notes to the consolidated financial statements.

Consolidated Statements of Cash Flows, page 47

3. Please breakout the line items under the changes in operating assets and liabilities, net section of your cash flows from operating activities into smaller components. For example, changes in inventories should be presented separately from other assets. Refer to ASC 230-10-45-29.

Response:

The Company acknowledges the Staff’s comment and in future filings will expand the number of line items presented in the changes in operating assets and liabilities section of the operating activities category on the consolidated statements of cash flows.

U.S. Securities & Exchange Commission

March 31, 2023

Page 4

Below is a presentation of the operating activities section of the consolidated statements of cash flows for the fiscal years ended March 31, 2022, 2021, and 2020 reflecting this change:

  Fiscal Year Ended March 31,

(in thousands of dollars)  2022  2021  2020

Cash Flows From Operating Activities

Net income  $ 103,604    $ 96,314    $ 78,003

Adjustments to reconcile net income to net cash provided by operating activities:

    Depreciation and amortization  52,521    44,733    38,379

    Provision for losses (recoveries) on advances and guaranteed loans to suppliers  5,988    5,534    937

    Inventory writedowns  19,944    13,463    10,319

    Stock-based compensation expense  6,186    6,106    5,631

    Foreign currency remeasurement loss (gain), net  19,029    (8,475)   16,422

    Foreign currency exchange contracts  (13,210)   (1,567)   499

    Deferred income taxes  (2,473)   (2,335)   (8,697)

    Equity in net (income) loss of unconsolidated affiliates, net of dividends  (329)   (296)   1,101

    Restructuring and impairment costs  10,457    22,577    7,543

    Restructuring payments  (4,134)   (8,283)   (2,787)

    Change in estimated fair value of contingent consideration for FruitSmart acquisition  (2,532)   (4,173)   —

    Other, net  513    (1,373)   (9,271)

    Change in operating assets and liabilities, net:

        Accounts receivable and advances from suppliers  (23,185)   (5,239)   16,267

        Inventories  (245,920)   54,553    (99,094)

        Other assets  (15,991)   (11,354)   4,556

        Accounts payable  108,746    11,331    (22,673)

        Accrued expenses and other current liabilities  14,356    14,840    (25,861)

        Income taxes  6,644    (4,516)   10,927

        Customer advances and deposits  4,668    (1,426)   (11,304)

          Net cash provided by operating activities  44,882    220,414    10,897

**************

We believe the foregoing answers are responsive to your comments. Should the Staff have further questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (804) 359-9311.

Sincerely,

/s/ Johan Kroner

Johan Kroner

Senior Vice President and

Chief Financial Officer

United States securities and exchange commission logo
March 13, 2023
George Freeman
Chairman, President, and Chief Executive Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, VA 23235
Re:Universal Corporation
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 27, 2022
File No. 001-00652
Dear George Freeman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Highlights
Reconciliation of Certain Non-GAAP Financial Measures
Adjusted Net Income and Diluted Earnings Per Share Reconciliation, page 29
1.Please revise your reconciliation to separately present the income tax effects related to the
non-GAAP adjustments and provide an explanation of how the tax impacts are
determined.  Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.

 FirstName LastNameGeorge Freeman
 Comapany NameUniversal Corporation
 March 13, 2023 Page 2
 FirstName LastName
George Freeman
Universal Corporation
March 13, 2023
Page 2
Item 8. Financial Statements and Supplementary Data
Consolidated Balance Sheets, page 45
2.Please present accounts payable separately from accrued expenses.  Also, tell us and
disclose with quantification as of each balance sheet date any component of accrued
expenses exceeding the disclosure threshold.  Refer to Rules 5-02.19 and .20 of
Regulation S-X.
Consolidated Statements of Cash Flows, page 47
3.Please breakout the line items under the changes in operating assets and liabilities, net
section of your cash flows from operating activities into smaller components.  For
example, changes in inventories should be presented separately from other assets.  Refer
to ASC 230-10-45-29.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

March 4, 2020
Johan Kroner
Senior Vice President and Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235
Re:Universal Corporation
Form 10-K for Fiscal Year Ended March 31, 2019
File No. 001-00652
Dear Mr. Kroner:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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February 26, 2020

Via EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C.  20549

Attention:    Blaise Rhodes

Office of Trade & Services

Re:    Universal Corporation

Form 10-K for Fiscal Year Ended March 31, 2019

Form 10-Q for Fiscal Quarter Ended December 31, 2019

Form 8-K Filed February 4, 2020

File Number 001-00652

Dear Mr. Rhodes,

As Senior Vice President and Chief Financial Officer of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the comment of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter dated February 12, 2020 (the “Commission Comment Letter”).

Set forth below is the Company’s response.  For convenience of reference, the Staff comment is reprinted in italics, numbered to correspond with the paragraph number assigned in the Commission Comment Letter, and is followed by the corresponding response of the Company.  When used in our response, the “Company,” “we,” “us,” and “our” refer to Universal Corporation.

Comment:

Form 10-Q for the Fiscal Quarter Ended December 31, 2019

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Other Items, page 32

1.

 You present Adjusted operating income, Adjusted net income available to Universal Corporation, and Adjusted diluted earnings per share for the three months and nine months ended December 31, 2019 and 2018.  These measures appear to be non-GAAP financial measures.  Please tell us how you considered the disclosure requirements in Item 10(e)(1)(i)(C) and (D) of Regulation S-K.  Please note that this comment also applies to your press release filed under Item 2.02 of Form 8 K dated February 4, 2020.

U.S. Securities & Exchange Commission

February 26, 2020

Page 2

Response:

The Company believes that adjusted operating income (loss), adjusted net income (loss) attributable to Universal Corporation, and adjusted diluted earnings (loss) per share are used by investors to compare the financial condition and results of

operations of the Company to the financial conditions and results of operations of the Company’s competitors with varying capital structures and operating strategies. Management regularly reviews these non-GAAP financial measures to assess operational performance and strategic planning proposals. The Company believes these non-GAAP financial measures provide investors important information about material items that impacted the Company’s financial performance for the periods presented. Furthermore, the reconciliation of the Company’s corresponding GAAP financial measures to the non-GAAP financial measures presented allow investors to understand and assess trends in the Company’s operations and financial performance.

The Company acknowledges the Staff’s comment and will reflect the following revisions to disclosures relating to adjusted operating income (loss), adjusted net income (loss) attributable to Universal Corporation, and adjusted diluted earnings (loss) per share in future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and press releases furnished under Item 2.02 of Current Reports on Form 8-K:

“Amounts described as net income (loss) and earnings (loss) per diluted share in the following discussion are attributable to Universal Corporation and exclude earnings related to non-controlling interests in subsidiaries. Adjusted operating income (loss), adjusted net income (loss) attributable to Universal Corporation, adjusted diluted earnings (loss) per share, and the total for segment operating income (loss) referred to in this discussion are non-GAAP financial measures. These measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for operating income (loss), net income (loss) attributable to Universal Corporation, diluted earnings (loss) per share, cash from operating activities or any other operating or financial performance measure calculated in accordance with GAAP, and may not be comparable to similarly-titled measures reported by other companies. A reconciliation of adjusted operating income (loss) to consolidated operating (income), adjusted net income (loss) attributable to Universal Corporation to consolidated net income (loss) attributable to Universal Corporation and adjusted diluted earnings (loss) per share to diluted earnings (loss) per share are provided.  In addition, we have provided a reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) in Note XX. "Operating Segments" to the consolidated financial statements. Management evaluates the consolidated Company and segment performance excluding certain significant charges or credits. We believe these non-GAAP financial measures, which exclude items that we believe are not indicative of our core operating results, provide investors with important information that is useful in understanding our business results and trends.”

We believe the foregoing answer is responsive to your comment.  Please direct any further questions or comments you may have regarding this filing to the undersigned at (804) 359-9311.

Sincerely,

/s/ Johan Kroner

Johan Kroner

Senior Vice President and

Chief Financial Officer

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February 19, 2020

Via EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C.  20549

Attention:    Blaise Rhodes

Office of Trade & Services

Re:    Universal Corporation

Form 10-K for Fiscal Year Ended March 31, 2019

Form 10-Q for Fiscal Quarter Ended December 31, 2019

Form 8-K Filed February 4, 2020

File Number 001-00652

Dear Mr. Rhodes,

Per my telephone conversation with you on February 19, 2020, on behalf of Universal Corporation (the “Company”), I am writing to formally request an extension to respond to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission’s comment letter dated February 12, 2020, regarding the Staff’s comments to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019.

We respectfully request an extension to respond no later than March 6, 2020.

Please direct any further questions or comments you may have regarding this request to the undersigned at (804) 254-8667.

Sincerely,

/s/ Johan Kroner

Johan Kroner

Senior Vice President and Chief Financial Officer

February 12, 2020
Johan Kroner
Senior Vice President and Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235
Re:Universal Corporation
Form 10-K for Fiscal Year Ended March 31, 2019
Form 10-Q for Fiscal Quarter Ended December 31, 2019
Form 8-K filed February 4, 2020
File No. 001-00652
Dear Mr. Kroner:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended December 31, 2019
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Other Items, page 32
1.You present Adjusted operating income, Adjusted net income available to Universal
Corporation, and Adjusted diluted earnings per share for the three months and nine
months ended December 31, 2019 and 2018.  These measures appear to be non-GAAP
financial measures.  Please tell us how you considered the disclosure requirements in Item
10(e)(1)(i)(C) and (D) of Regulation S-K.  Please note that this comment also applies to
your press release filed under Item 2.02 of Form 8-K dated February 4, 2020.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJohan Kroner
 Comapany NameUniversal Corporation
 February 12, 2020 Page 2
 FirstName LastName
Johan Kroner
Universal Corporation
February 12, 2020
Page 2
            You may contact Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 1 4, 2016

David C. Moore
Senior VP and Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235

Re: Universal Corporation
Form 10-K for Fiscal Year Ended March 31, 2016
Filed May 27, 2016
File No. 001-00652

Dear  Mr. Moore :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

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FOIA CONFIDENTIAL TREATMENT REQUESTED

Confidential treatment of portions of this letter have been requested by Universal Corporation pursuant to 17 C.F.R. § 200.83.  Such portions are denoted with [***] and have been submitted separately to the Securities and Exchange Commission.

September 29, 2016

Via Overnight Delivery (Complete Version) and

EDGAR Transmission (Redacted Version)

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C.  20549

Attention:    Lyn Shenk

Branch Chief

Office of Transportation and Leisure

Re:    Universal Corporation

Form 10-K for the Fiscal Year Ended March 31, 2016

Filed May 27, 2016

File Number 001-00652

Dear Mr. Shenk,

As Senior Vice President and Chief Financial Officer of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter dated September 6, 2016 (the “Commission Comment Letter”).

We acknowledge each of the Staff’s comments in the Commission Comment Letter.  In response to the Staff’s comments, we have set forth below the Company’s responses to each comment.  For convenience of reference, each Staff comment is reprinted in italics, numbered to correspond with the paragraph number assigned in the Commission Comment Letter, and is followed by the corresponding response of the Company.  When used in our responses, the “Company,” “we,” “us,” and “our” refer to Universal Corporation.

Please note that the Company is requesting confidential treatment pursuant to Rule 83 of the Commission’s Rules on Information Requests, 17 C.F.R. §200.83, with respect to portions of the Company’s responses to comments number 3 and number

U.S. Securities & Exchange Commission

September 29, 2016

Page 2

Confidential Treatment Requested

4.  Such information is being provided to the Commission in its entirety in hard copy under separate cover along with the request for confidential treatment.  Please note that the version of this letter submitted via EDGAR omits confidential information included

in the unredacted version delivered to the Staff, and the redactions are denoted in the EDGAR version by bracketed asterisks (“[***]”).  In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we respectfully request that we be notified immediately so that we can substantiate the request for confidential treatment in accordance with Rule 83.  Please address any notification of a request for access to such information to Preston D. Wigner, Vice President, General Counsel and Secretary, at 9201 Forest Hill Avenue, Stony Point II Building, Richmond, Virginia 23235 or via telephone at (804) 359-9311.

Form 10-K for the Fiscal Year Ended March 31, 2016

General

Staff Comment:

1.

 You describe on pages 18, 21 and 23 of the 10-K your activities in Africa, a region that includes Sudan.  You state on page 6 that for the fiscal year ended March 31, 2016 British American Tobacco accounted for 10% or more of your revenues.  News reports indicate that British American Tobacco acquired a tobacco manufacturer in Sudan in November 2015 and has a subsidiary based in Dubai that covers countries including Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements.  You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Company Response:

We are not aware of any agreements, commercial arrangements, or other contacts we have had (whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements) at any time with the governments of Sudan or Syria or entities they control, and we do not have facilities, assets or employees in those countries.  In addition, we have no record of ever having provided, directly or indirectly, any services, products, information or technology to Syria.

With respect to Sudan, during the last three fiscal years and the subsequent interim period, one of our Swiss subsidiaries, Ultoco S.A. (“Ultoco”), sold non-U.S. origin leaf tobacco to JT International, S.A. (“JTI SA”), a Swiss company, on a “free carrier” (FCA) factory basis.  We believe JTI SA consigned and subsequently shipped some of that tobacco to JTI Cigarette and Tobacco Factory Co. LTD (“JTIC”), its affiliate in Sudan.  We understand that neither JTI SA nor JTIC is owned or controlled by the government of Sudan, and Ultoco had no contact with the government of Sudan or any entities controlled by the Sudan government in connection with any of these sales.  We have global compliance policies and procedures in place that address U.S. economic sanctions and export controls.  Those policies and procedures prohibit the involvement of U.S. persons and U.S.-origin products in sales to Sudan and other embargoed countries.

As noted by the Staff in its comment above, we are aware that British American Tobacco plc (“BAT”) acquired a company in Sudan, Blue Nile Cigarette Company, which owns a cigarette manufacturing facility.  Our records indicate that we did not supply tobacco to Blue Nile Cigarette Company, nor have we supplied any tobacco to BAT for that manufacturing facility since BAT acquired it.  Similarly, the Staff notes that BAT has a subsidiary in Dubai that covers countries including Syria.  It is our understanding that BAT’s Dubai subsidiary, British American Tobacco ME DMCC, is a sales and distribution operation for BAT’s cigarette business.  As such, that subsidiary does not purchase leaf tobacco, so we have not supplied any tobacco to BAT in Dubai for Syria or any other country.

U.S. Securities & Exchange Commission

September 29, 2016

Page 3

Confidential Treatment Requested

Staff Comment:

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Company Response:

As noted in our response to the Staff’s comment number 1, we have no contacts with Syria and only limited, indirect contacts with Sudan associated with our Swiss subsidiary’s sale of non-U.S. origin tobacco to a Swiss purchaser.  We do not believe such contacts constitute a material investment risk for our security holders on either a quantitative or qualitative basis.  Further, we have no assets, physical presence, employees or business activities in those countries.

Our reported consolidated revenue for fiscal years 2014, 2015 and 2016 was $2.5 billion, $2.3 billion, and $2.1 billion, respectively.  The annual revenues generated from the FCA sales discussed in our response to Staff’s comment number 1, which we believe JTI SA consigned and subsequently shipped to JTIC, range between 0.06% and 0.23% of our consolidated revenue for the corresponding fiscal years.  Revenues for such sales that have occurred during the current fiscal year are similarly insignificant.  We believe those amounts are quantitatively immaterial to the Company.  In addition, we do not believe those de minimis, indirect sales would be considered qualitatively material by a reasonable investor nor should they impact investor sentiment for our global company.  We had no contact with the government of Sudan or any entities controlled by the government, and we believe neither JTI SA nor JTIC are owned or controlled by the government of Sudan.

Item 7. Management’s Discussion and Analysis

Results of Operations

Fiscal Year Ended March 31, 2016

North America, page 20

Staff Comment:

3.

 We note your disclosure that earnings improved in part as result of a “change in business with Philip Morris International, Inc. in the United States from a toll processing model to sales of processed tobacco.”  Please tell us and disclose the differences in the business models, impact on current period earnings, and impact expected in future periods.  Refer to Item 303(a)(3) of Regulation S-K and Sections III.B and III.D of Release No. 33-6835 for guidance.

Company Response:

Our primary customers are manufacturers of cigarettes and other consumer tobacco products around the world.  As a global leaf tobacco supplier, the substantial majority of our consolidated revenue (96.6% in fiscal year 2016, and historically between 95% and 98%) is derived from direct sales of processed leaf tobacco to those customers.  We purchase this tobacco in the growing regions where we operate, generally under contractual supply arrangements with individual farmers.  We then process and pack that tobacco in our factories and sell the packed leaf product to our customers.  Under this direct sales business model, we put together various unprocessed, or “green”, tobacco blends, and process them to particular manufacturer specifications so that we can market the processed tobacco to those customers.  One of the key value elements we bring to the leaf tobacco supply chain is our ability to efficiently and effectively find buyers for all of the leaf grades and styles produced in a farmer’s crop.

U.S. Securities & Exchange Commission

September 29, 2016

Page 4

Confidential Treatment Requested

In a few select markets, several customers have historically chosen to contract directly with farmers for the purchase of unprocessed or “green” tobacco.  Because those customers do not use “green” tobacco in the production of cigarettes or other consumer tobacco products, they have also entered into agreements with leaf tobacco suppliers to have that tobacco processed to their specifications in the suppliers’ factories (although a few customers do operate facilities in some markets to process their own “green” tobacco).  We often refer to the service of processing customer-owned “green” tobacco as the toll processing business model.  When our customers contract directly with farmers for leaf supply, they are typically obligated to purchase all or most of a farmer’s tobacco production, including some leaf styles and grades that may not be needed or may not be optimum for the cigarettes or other tobacco products they manufacture.  Over the past several fiscal years, customers in several markets have decided to discontinue their direct leaf purchases from farmers and their associated toll processing arrangements with tobacco suppliers, moving instead to purchasing processed leaf tobacco from the tobacco suppliers (i.e., the direct sales business model).  We believe this has taken place as a result of efforts by those customers to reduce costs and improve leaf utilization, reflecting recognition of the supply chain efficiencies that we are able to provide.

As disclosed in our revenue recognition policies in Note 1 to our consolidated financial statements in our Form 10-K (page 47), toll processing for a customer is a short-duration process, and we recognize the revenue for those services when the processing is completed.  For direct sales of tobacco to customers, we recognize the revenue from the sale when title and risk of loss to the tobacco is transferred to the customer and the earnings process is complete, which is generally based on the physical shipment of the tobacco.  Compared to the toll processing model, the timing of revenue and profit recognition is typically later under the direct sales model because customers normally schedule crop year shipments of the tobacco after a substantial portion of it has been processed.  In the direct sales business model, we incur significant incremental working capital investment and related financing costs because we purchase the “green” tobacco from farmers and hold that tobacco through production and until shipment to the customer.  We also assume significant crop and tobacco quality risk when we purchase the “green” tobacco from

farmers.  As a result, for the same overall volume of tobacco, we will reflect higher sales revenue and realize a higher operating profit margin on direct sales of processed tobacco, as compared to toll processing services.

For crop years 2014 and prior (our fiscal years 2015 and prior), Philip Morris International, Inc. (“PMI”) contracted directly with farmers for their leaf tobacco requirements in the United States and engaged us to provide toll processing services.   Those services were typically performed from September through March each fiscal year, with the related revenue recognized and charges invoiced as the services were performed.  Beginning with crop year 2015 (our fiscal year 2016), PMI elected to move to the direct sales business model in the United States.  Under the direct sales model, shipments of processed tobacco to PMI did not begin until the fourth quarter of fiscal year 2016, and those shipments continued into the first quarter of fiscal year 2017.  With the change in the business model, we generated operating income of approximately [***] on 2015 crop tobacco shipments through the end of fiscal year 2016 and approximately [***] on shipments in the first quarter of fiscal year 2017.  For the 2014 crop year, prior to the change in the business model, we generated approximately [***] of operating income on toll processing services, all of which was recorded in fiscal year 2015.  Comparing fiscal year 2016 to fiscal year 2015, we generated approximately [***] of additional operating income due to the change in business model with PMI in the United States.  Net of additional interest costs associated with the incremental working capital requirements, it increased our pretax earnings for fiscal year 2016 by approximately [***] and our net income by approximately [***], or [***] per diluted share.

We believe the differences between the direct sales and toll processing (i.e., processing service) business models are appropriately explained in our revenue recognition policies in Note 1 to our consolidated financial statements on page 47 of our Form 10-K, and no additional disclosure with respect to those differences is warranted at this time.  The effect of the change in business model with PMI in the United States is only expected to impact the comparison of financial results between fiscal years 2016 and 2015 and between fiscal years 2017 and 2016.  Under the direct sales model, unless there are significant changes in the customer’s buying patterns (i.e., order volumes or shipment timing

CORRESP
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September 19, 2016

Via EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C.  20549

Attention:    Lyn Shenk

Branch Chief

Office of Transportation and Leisure

Re:    Universal Corporation

Form 10-K for the Fiscal Year Ended March 31, 2016

Filed May 27, 2016

File Number 001-00652

Dear Mr. Shenk,

In follow-up to a telephone conversation our Vice President and Controller, Robert Peebles, had with Doug Jones on September 19, 2016 on behalf of Universal Corporation (the “Company”), I am writing to formally request an extension to respond to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission’s comment letter dated September 6, 2016, regarding the Staff’s comments to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

We respectfully request an extension to respond no later than September 30, 2016.

Please direct any further questions or comments you may have regarding this request to the undersigned at (804) 254-1313.

Sincerely,

/s/ David C. Moore

David C. Moore

Senior Vice President and Chief Financial Officer

cc:  Robert M. Peebles, Vice President and Controller

       Preston D. Wigner, Vice President,General Counsel and Secretary

Mail Stop 3561
September  6, 2016

David C. Moore
Senior VP and Chief Financial Officer
9201 Forest Hill Avenue
Richmond, Virginia 23235

Re: Universal Corp oration
 Form 10-K for Fiscal  Year Ended March 31, 2016
Filed May 27, 2016
File No. 001-00652

Dear Mr. Moore :

We have reviewed your filing and have the following comments.   In some of o ur
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended March 31, 2016

General

1. You describe on pages 18, 21 and 23 of the 10 -K your activities in Africa, a r egion that
includes Sudan. You state on page 6 that for the fiscal year ended March 31, 2016 British
American Tobacco accounted for 10% or more of your revenues.  News reports indicate
that British American Tobacco acquired a tobacco manufacturer in Sudan in November
2015 and has a subsidiary based in Dubai that covers countries including Syria.
Sudan and Syria are designated by the Department of State as state sponsors of terrorism,
and are subject to U.S. economic sanctions and export controls.  Please de scribe to us the
nature and extent of any past, current, and anticipated contacts with Sudan and Syria,
whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct
or indirect arrangements.  You should describe any service s, products, information or
technology you have provided to Sudan or Syria, directly or indirectly, and any

David C. Moore, Senior VP and CFO
Universal Corp oration
September 6,  2016
Page 2

 agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

2. Please discus s the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, includi ng the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
import ant in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions  directed toward companies that have
operation s associated with Sudan and Syria.

Item 7. Management’s Discussion and Analysis
Results of Operations
Fiscal Year Ended March 31, 2016…
North America, page 20

3. We note your disclosure that earnings improved in part as result of a “change in business
with Philip Morris International, Inc. in the United States from a toll processing model to
sales of processed tobacco.”  Please tell us and disclose the differences in the business
models, impact on current period earnings, and impact expected in future period s.  Refer
to Item 303(a)(3)  of Regulation S -K and Section s III.B and III. D of  Release No.  33-6835
for guidance .

Liquidity and Capital Resources
Cash Flow, page 23

4. You disclose that operating cash flows decreased in part due to your change in business
with Philip Morris International, Inc. in the United States from a toll processing model to
sales of processed tobacco that you purchase.  You state that this change in business
impacts the timing of earnings recognition, as sales under the new model are recorded
when the product ships.   Please explain to us how your operating cash was directly
impacted by the change in the models.  Also, explain to us the reason for the change in
the timing of earnings recognition and any change in your accounting treatment between
the two models.

David C. Moore, Senior VP and CFO
Universal Corp oration
September 6,  2016
Page 3

Notes to Consolidated Financial Statements
Note 12. Executive Stock Plans and Stock -Based Compensation, page 68

5. You disclose that under th e terms of the RSU awards grantees receive dividend
equivalents in  the form of additional RSUs that vest and are paid out on the same date as
the original RSU grant.  P lease tell us your consideration of ASC 260 -10-45-61A and
718-10-55-45 in regard to the effect given to the dividend equivalents  in computing your
earning s per share.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written stateme nt from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action  with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Abe Friedman  at 202-551-8298 or Doug Jones  at 202-551-3309 if you
have questions regarding comments on the financial statements and rel ated matters.  Please
contact me  at 202-551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

March 7, 2013

David C. Moore - Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235

Re: Universal Corporation
 Form 10-K for the fiscal year ended March 31, 2012
Filed May  25, 2012
File No. 001 -00652

Dear Mr. Moore :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Br anch Chief

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Correspondence

 February 20, 2013

 By Overnight Delivery,

 Facsimile Transmittal and

EDGAR Transmission

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7410

Attention:

David R. Humphrey

Accounting Branch Chief

Re:

Universal Corporation

Form 10-K for the Fiscal Year Ended March 31, 2012

Filed May 25, 2012

File Number 001-00652

 Dear Mr. Humphrey,

 As Senior Vice President and Chief Financial Officer of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the
comment of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter dated February 13, 2013 (the “Commission Comment
Letter”).

 Set forth below is the Company’s response. For convenience of reference, the Staff comment is reprinted
in italics, numbered to correspond with the paragraph number assigned in the Commission Comment Letter, and is followed by the corresponding response of the Company. When used in our response, the “Company,” “we,” “us,”
and “our” refer to Universal Corporation.

 Form 10-K for the Fiscal Year Ended March 31, 2012

Notes to Consolidated Financial Statements

 Note 1. Nature of Operations and Significant Accounting Policies, page 45

 Recoverable
Value-Added Tax Credits, page 47

1.
We note the proposed revision included in your response to our previous comment. This proposed revision implies that there is at least a reasonable possibility that
a loss may have been incurred. However, your estimate of the range of the reasonably possible loss is zero to the full $18 million. By providing such a range, it appears that you cannot estimate the reasonably possible additional loss or range of
loss. In this regard, please supplementally explain to us: (1) the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure and (2) what specific factors are causing the
inability to estimate and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for
purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range of losses would be for those reasonably possible outcomes.

 U.S. Securities & Exchange Commission

 February 20, 2013

  Page
 2

 Response:

We acknowledge the Staff’s comment. In response to the Staff’s comment, we are providing additional background information
related to the audit of inter-state VAT filings by tax authorities in Brazil to explain our quarterly procedures for evaluating the range of reasonably possible loss for disclosure purposes and to explain the factors that we believe currently
support our conclusion that the range of reasonably possible loss at this time is the full range of potential loss (i.e., zero to $18 million).

 We make our best effort to fully comply with all tax laws in the jurisdictions where we operate. Regular audits by tax authorities are common in most jurisdictions. In many jurisdictions outside the
United States, it is not unusual for field examiners to take very aggressive and very rigid positions in proposing adjustments to the amount of tax paid by the Company and in issuing assessments for additional tax, penalties, and interest. In
virtually all cases, we contest such assessments, usually with the assistance of outside counsel. Different jurisdictions have different procedures and levels of review for taxpayers to challenge audit findings and related assessments, and the cases
often take an extended period of time to conclude. We have generally had good success in getting assessments reduced or eliminated, but sometimes that has not been the case.

 The above characteristics are representative of the audit of our inter-state VAT filings in Brazil. The case involves two separate tax notices issued in mid-2011 challenging our recovery of value-added
tax credits on transfers of tobacco between two states where we operate in Brazil. Those notices included assessments of approximately $23 million in additional tax, penalties, and interest (at current exchange rates). Our management team in Brazil,
with the assistance of outside counsel, initiated steps to contest the full amount of the assessments immediately after the notices were received. We have asserted multiple arguments supporting our positions that recovery of the value-added tax
credits was appropriate and in full compliance with the applicable tax laws. In a series of earlier communications with the tax authorities, certain of our positions were accepted, resulting in a reduction of the total assessment to approximately
$18 million (at current exchange rates). The case is currently situated at an administrative level, where outside counsel has presented the Company’s arguments in filings and oral hearings before an administrative panel. We are awaiting a final
determination on the case at that level. If the outcome is unfavorable at the administrative level (unless the assessment is reduced to a level that does not warrant further efforts to contest the case), we would expect to appeal the case to the
judicial level, where an ultimate outcome would be decided.

 Following our normal procedures and controls, our management team
in Brazil provides regular updates on the progress of the case to senior management at our corporate headquarters in periodic videoconference meetings and in formal written updates submitted in conjunction with our quarterly financial reporting
process. The written updates are shared and discussed with members of our Disclosure Committee, which includes our principal executive officer and principal financial officer, as well as other key executives. The Disclosure Committee is charged with
responsibility for reviewing the Company’s quarterly and annual financial statement filings with the Commission. In addition, periodic updates are provided to our Audit Committee, which is composed entirely of independent members of the Board
of Directors. From a very early point in our review and evaluation of the assessment, based on the collective strength of the arguments that support our positions, it has been the judgment of our management team in Brazil and outside counsel that it
is more likely than not that we will ultimately prevail and no loss will be incurred. Notwithstanding that judgment, because we are contesting the assessment on the basis of multiple arguments and the case remains at an early stage in the resolution
process, our management team in Brazil and outside counsel are not yet able to conclude that any amount of loss is remote. Should all or a significant part of our arguments ultimately be rejected at both the administrative and judicial levels, it
remains reasonably possible that the Company could incur a loss up to the full $18 million current assessment. If the case is not resolved favorably at the administrative level, it is likely that the final ruling at that level will provide
additional information that will allow the management team in Brazil and outside counsel to update the estimate of any probable loss that should be accrued, as well as estimate a more narrow range of reasonably possible loss. In that event, we would
update our financial statements and related disclosures accordingly in subsequent financial statements issued and filed with Commission until the case is concluded.

 We have also considered materiality in developing our financial statement disclosure related to this matter. Because VAT is an operating tax, rather than an income tax, any ultimate loss incurred by the
Company would generate an income tax benefit that would reduce the net effect of that loss on

 U.S. Securities & Exchange Commission

 February 20, 2013

  Page
 3

shareholders’ equity. We estimate that a loss at the full $18 million remaining amount of the assessment would approximate $14 million after income taxes, reducing our shareholders’
equity by just over 1%, which we do not consider to be material to our financial position. While we currently believe the range of reasonably possible loss is the full range of exposure, a narrower range of reasonably possible loss would also be
considered immaterial.

 We believe that we have an effective process for monitoring and evaluating our potential exposure
related to the audit of our inter-state VAT filings in Brazil, and for determining the appropriate financial statement measurements and disclosures related to the case. We appreciate the Commission’s comments and will address any additional
questions or comments you may have.

 * * * *

 In connection with the Company’s response to the comment of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please direct any further questions or comments you may have regarding this filing to
the undersigned at (804) 254-1313.

Sincerely,

 /s/ David C. Moore

David C. Moore

Senior Vice President and Chief Financial Officer

February 13, 2013

David C. Moore - Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia  23235

Re: Universal Corporation
 Form 10-K for the fiscal year ended March 31, 2012
Filed May  25, 2012
File No. 001 -00652

Dear Mr. Moore :

We have reviewed your response letter dated January 31, 2013 have the following
comment .  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment a pplies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional c omments.

Form 10 -K for the fiscal year ended March 31, 2012

Notes to Consolidated Financial Statements

Note 1.  Nature of Operations and Significant Accounting Policies, page 45

Recoverable Value -Added Tax Credits, page 47

1. We note the pro posed revision included in your response to our previous comment.  This
proposed revision implies there is at least a reasonable possibility that a loss may have been
incurred.  However, your estimate of the range of the reasonably possible loss is zero to  the
full $18 million.  By providing such a range, it appears that you cannot estimate the
reasonably possible additional loss or range of loss.  In this regard, please supplementally
explain to us: (1) the procedures you undertake on a quarterly basis to attempt to develop a
range of reasonably possible loss for disclosure and (2) what specific factors are causing the
inability to estimate and when you expect those factors to be alleviated.  We recognize that

David C. Moore
Universal Corporation
February 13, 2013
Page 2

 there are a number of uncertainties and potenti al outcomes associated with loss
contingencies.  Nonetheless, an effort should be made to develop estimates for purposes of
disclosure, including determining which of the potential outcomes are reasonably possible
and what the reasonably possible range of losses would be for those reasonably possible
outcomes.

You may contact Juan Migone at (202) 551 -3312 or me at (202) 551 -3211  if you have
any question s.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
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filename1.htm

Correspondence

 January 31, 2013

 By Overnight Delivery,

 Facsimile Transmittal and

EDGAR Transmission

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7410

Attention:
David R. Humphrey

Accounting Branch Chief

Re:
Universal Corporation

Form 10-K for the Fiscal Year Ended March 31, 2012

Filed May 25, 2012

File Number 001-00652

 Dear
Mr. Humphrey,

 As Senior Vice President and Chief Financial Officer of Universal Corporation, a Virginia corporation (the
“Company”), I am transmitting herewith for filing the Company’s response to the comment of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
contained in its comment letter dated January 22, 2013 (the “Commission Comment Letter”).

 Set forth below is
the Company’s response. For convenience of reference, the Staff comment is reprinted in italics, numbered to correspond with the paragraph number assigned in the Commission Comment Letter, and is followed by the corresponding response of the
Company. When used in our response, the “Company,” “we,” “us,” and “our” refer to Universal Corporation.

 Form 10-K for the Fiscal Year Ended March 31, 2012

 Notes to Consolidated Financial
Statements

 Note 1. Nature of Operations and Significant Accounting Policies, page 45

Recoverable Value-Added Tax Credits, page 47

1.
With regard to the audit of your inter-state VAT filings by tax authorities in Brazil, you indicate that no liability has been recorded at March 31, 2012, as no
loss is considered probable at this time. If there is at least a reasonable probability that a loss may have been incurred, in your next periodic filing, please either disclose an estimate (or, if true, state that the estimate is immaterial in lieu
of providing quantified amounts) of the loss or range of loss, or state that such an estimate cannot be made. Refer to ASC 450-20-50. Please include your proposed disclosures in your response.

Response:

 We acknowledge the Staff’s comment. In response to the Staff’s comment, we will revise the disclosure related to the audit of inter-state VAT filings by tax authorities in Brazil beginning with
our Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 and in all future Quarterly

 U.S. Securities & Exchange Commission

 January 31, 2013

  Page
 2

Reports on Form 10-Q and Annual Reports on Form 10-K until this matter is resolved. The bolded and italicized disclosure set forth below represents the proposed revision, incorporating the
additional supplemental disclosure into the disclosure provided in our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012. We will include this disclosure in our Quarterly Report on Form 10-Q for the quarter
ended December 31, 2012.

 In June 2011, tax authorities in Brazil completed an audit of inter-state VAT
filings by the Company’s operating subsidiary there and issued assessments for tax, penalties, and interest for tax periods from 2006 through 2009 totaling approximately $23 million based on the exchange rate for the Brazilian currency at
December 31, 2012. Management of the operating subsidiary and outside counsel believe that errors were made by the tax authorities in determining portions of the assessment and that various defenses support the subsidiary’s positions.
Accordingly, the subsidiary took steps to contest the full amount of the assessment. As of December 31, 2012, a portion of the subsidiary’s arguments had been accepted, and the outstanding assessments had been reduced to approximately $18
million. The subsidiary is continuing to contest the full remaining amount of the assessment. No liability has been recorded at September 30, 2012, as no loss is considered probable at this time. While the range of
reasonably possible loss is zero up to the full $18 million remaining assessment, based on the strength of the subsidiary’s defenses, no loss within that range is considered probable at this time and no liability has been recorded at
December 31, 2012.

 We expect to file our Quarterly Report on Form 10-Q for the period ended December 31,
2012 with the Commission on or around February 5, 2013.

 * * * *

In connection with the Company’s response to the comment of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please direct any further questions or comments you may have regarding this filing to
the undersigned at (804) 254-1313.

 Sincerely,

 /s/ David C. Moore

David C. Moore

Senior Vice President and

Chief Financial Officer

January 22, 2013

David C. Moore - Chief Financial Officer
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235

Re: Universal Corporation
 Form 10-K for the fiscal year ended March 31, 2012
Filed May  25, 2012
File No. 001 -00652

Dear Mr. Moore :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comment s.

Form 10 -K for the fiscal year ended March 31, 2012

Notes to Consolidated Financial Statements

Note 1.  Nature of Operations and Significant Accounting Policies, page 45

Recoverable Value -Added Tax Credits, page 47

1. With regard to the au dit of your  inter-state VAT filings  by tax authorities in Brazil,  you
indicate that no liability has been recorded at March  31, 2012, as no loss is considered
probable at this time.   If there is at least a reasonable possibility  that a loss may have been
incurred, in your next periodic filing, please  either disclose an estimate (or, if true, state that
the estimate is immaterial in  lieu of providing qu antified amounts) of the  loss or range of
loss, or  state that s uch an estimate cannot be made.  R efer to AS C 450 -20-50.  Please include
your proposed disclosures in your response.

David C. Moore
Universal Corporation
January 22, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange A ct of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

You may contact Juan Migone at (202) 551 -3312 or me at (202) 551 -3211  if you have
any question s.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

March 16, 2011

George C. Freeman, III Chairman, President and Chief Executive Officer Universal Corporation 9201 Forest Hill Avenue Richmond, VA  23235
Re: Universal Corporation  Form 10-K for the Fiscal Year Ended March 31, 2010
Filed May 27, 2010 Definitive Proxy Statement on Schedule 14A Filed June 29, 2010 File No. 001-00652
 Dear Mr. Freeman:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,

Lauren Nguyen Attorney-Advisor

CORRESP
1
filename1.htm

Correspondence

 March 15, 2011

 By Overnight Delivery,

 Facsimile Transmittal and

EDGAR Transmission

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7410

Attention:

Lauren Nguyen, Attorney-Advisor

Division of Corporation Finance

Re:
Universal Corporation

Form 10-K for the Fiscal Year Ended March 31, 2010

 Filed May 27, 2010

 Definitive Proxy Statement on Schedule 14A

 Filed June 29, 2010

 File Number 001-00652

 Dear Ms. Nguyen,

As General Counsel of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the
Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter dated March 7, 2011, to
George C. Freeman, III, Chairman, President and Chief Executive Officer of the Company (the “Commission Comment Letter”).

 Set forth below are the Company’s responses. For convenience of reference, each Staff comment is reprinted in italics, numbered to correspond with the paragraph number assigned in the Commission
Comment Letter, and is followed by the corresponding response of the Company. When used in our response, the “Company,” “we,” “us,” and “our” refer to Universal Corporation.

Form 10-K for the Fiscal Year Ended March 31, 2010

 Exhibits 31.1 and 31.2

1.
We note the identification of the certifying individual at the beginning of each certificate required by Item 601(b)(31) of Regulation S-K also includes the
titles of each certifying individual. In future filings, the identification of the certifying individual at the beginning of each certification should be revised so as not to include such individual’s title.

 Ms. Lauren Nguyen

 Securities and Exchange Commission

 March 15, 2011

Page 2

 Response:

 We acknowledge the Staff’s comment. In response to the Staff’s comment, in future filings, the Company will not
include the title of each certifying individual at the beginning of each certificate required by Item 601(b)(31) of Regulation S-K.

Definitive Proxy Statement on Schedule 14A

 Summary Compensation Table, page 34

2.
We note that you provided matching gifts for your named executive officers for the fiscal year ending on March 31, 2010. As the total amount of all perquisites
or other personal benefits for an individual named executive officer is more than $10,000, please revise, in future filings, the Summary Compensation Table to include the amounts of such matching gifts for each named executive officer. Refer to
Item 402(c)(2)(ix) of Regulation S-K.

 Response:

We acknowledge the Staff’s comment. In response to the Staff’s comment, in future filings, in accordance with
Item 402(c)(2)(ix) of Regulation S-K, assuming the total amounts of all perquisites or other personal benefits for an individual named executive officer is more than $10,000, the Company will include in the “All Other Compensation”
column of the Summary Compensation Table the amounts of matching gifts, if any, provided for each named executive officer.

 * *
* *

 In connection with the Company’s response to the comments of the Staff set forth herein, the Company acknowledges
the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please direct any further questions or comments you may have regarding this filing to
the undersigned at (804) 254-3774.

 Sincerely,

 /s/ Preston D. Wigner, Esq.

 Preston D. Wigner, Esq.

 Vice
President, General Counsel,

 Secretary and Chief Compliance Officer

March 7, 2011

George C. Freeman, III Chairman, President and Chief Executive Officer Universal Corporation 9201 Forest Hill Avenue Richmond, VA  23235
Re: Universal Corporation  Form 10-K for the Fiscal Year Ended March 31, 2010
Filed May 27, 2010 Definitive Proxy Statement on Schedule 14A Filed June 29, 2010 File No. 001-00652
 Dear Mr. Freeman:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K for the Fiscal Year Ended March 31, 2010

Exhibits 31.1 and 31.2

1. We note the identification of the certif ying individual at the beginning of each
certification required by Item 601(b) (31) of Regulation S-K also includes the title of each
certifying individual.  In future filings, the identification of the certifying individual at the
beginning of each certification should be revise d so as not to include such individual’s
title.

George C. Freeman, III Universal Corporation March 7, 2011 Page 2

Definitive Proxy Statement on Schedule 14A

Summary Compensation Table, page 34

2. We note that you provided matching gifts for your named executive officers for the fiscal
year ending on March 31, 2010.  As the total amo unt of all perquisite s or other personal
benefits for an individual named executive o fficer is more than $10,000, please revise, in
future filings, the Summary Compensation Table to include the amounts of such matching gifts for each named executive offi cer.  Refer to Item 402(c)(2)(ix) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Donald E. Field at (202) 551-3680 or me at (202) 551-3642 with any
questions.

Sincerely,

Lauren Nguyen Attorney-Advisor

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402
DIVISION OF
CORPORATION FINANCE

Mail Stop 3561         March 23, 2009  Universal Corporation Robert M. Peebles- Controller and Principal Accounting Officer
1501 North Hamilton Street Richmond, Virginia 23230
Re:  Universal Corporation
  Form 10-K for the fiscal year ended March 31, 2008
Filed May 30, 2008
  File No. 001-00652

Dear Mr. Peebles:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Universal Corporation

 1501 North Hamilton Street

 Richmond, Virginia 23230

 February 27, 2009

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 7010

 Washington, D.C. 20549

 Attention: Juan Migone

          Division of Corporation Finance

Re:

Universal Corporation

Form 10-K for the fiscal year ended March 31, 2008

Filed May 30, 2008

File Number 001-00652

 Dear Mr. Migone:

 As Controller and Principal Accounting Officer of Universal Corporation, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the comments of the staff (the
“Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter dated February 13, 2009 (the “Commission Comment Letter”). When used in
this letter, the “Company,” “we,” “us,” and “our” refer to Universal Corporation.

 Set forth below are the
responses of the Company to the comments of the Staff. For convenience of reference, each Staff comment is reprinted in italics, numbered to correspond with the paragraph numbers assigned in the Commission Comment Letter, and is followed by the
corresponding response of the Company.

 If a comment has requested the Company provide the Staff with additional information so that the Staff may better
understand the Company’s disclosure, it is set forth after the applicable comment. The Company confirms that it will comply with all other comments in future filings as set forth below.

 Securities and Exchange Commission

 February 27, 2009

  Page
 2

 Form 10-K for the fiscal year ended March 31, 2008

 Cover

1.
In future filings, please include the complete registration file number on the cover to the Form 10-K.

 Response:

 We
acknowledge the Staff’s comment. In response to the Staff’s comment, we will include the complete registration file number (001-00652) on the cover of the Annual Report on Form 10-K in all future filings.

 Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 20

2.
We note you have three reportable segments. We also note that you have included the results of unconsolidated affiliates in segment reporting income, but not in consolidated
operating income, in note 14 of your financial statements. Therefore, in order to provide a better understanding of the factors underlying the changes in your results of operations, please revise your discussion to focus on each of your reportable
segments separately from the discussion of your consolidated operating results. See Item 303(a) of Regulation S-K for guidance.

 Response:

 We acknowledge the Staff’s comment. In response to the Staff’s comment,
in future filings with the Commission, our Results of Operations discussion will focus on each reportable segment separately from the discussion of our consolidated operating results.

3.
Additionally, we note that your discussion of results of operations is limited to the context of income from continuing operations, which does not address your sales or expenses
directly. However, we believe your disclosures should be supplemented with, or preferably replaced by, a discussion and analysis of sales and costs on a stand-alone basis (not in the context of income from continuing operations) for each segment and
as a whole. Further, we believe such disclosure should include separate quantification and discussion of changes in significant components of costs of revenues.

 Response:

 We
acknowledge the Staff’s comment. In response to the Staff’s comment, in future filings with the Commission, our Results of Operations discussion will be revised to discuss sales and costs on a standalone basis for each reportable segment
and as a whole. This discussion will separately quantify and discuss changes in significant components of costs and revenues.

 Securities and Exchange Commission

 February 27, 2009

  Page
 3

 Item 8-Financial Statements and Supplementary Data

 Consolidated Statements of Income, page 33

4.
Your current presentation does not appear to comply with Rule 5-03(13) of Regulation S-X. As such please provide us with significant support for your current presentation of
equity in pretax earnings of unconsolidated affiliates.

 Response:

 We acknowledge the Staff’s comment. In response to the Staff’s comment, we provide the following additional information to the Staff related to
our investments in unconsolidated affiliates, our presentation of equity in the earnings of those affiliates in our consolidated financial statements, and our interpretation of the accounting and reporting guidance applicable to this area. From a
historical perspective, we reported equity earnings from unconsolidated affiliates on an after-tax basis in our consolidated financial statements through our fiscal year 1997. During fiscal year 1998, we formed Socotab, L.L.C., an oriental tobacco
joint venture, with a closely-held business partner in Europe. To form the joint venture, we contributed our ownership in oriental tobacco operations in Turkey, and our partner contributed oriental tobacco operations it owned in Turkey and several
other European countries. We received a 49% ownership interest in the newly-formed venture, with our business partner owning 51%. Considering the respective ownership interests and all other factors relevant to the accounting and reporting for the
joint venture investment, we determined that application of the equity method under Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock” (“APB 18”), was appropriate.
At that time, we changed our reporting presentation to show our equity in the earnings of unconsolidated affiliates on a pretax basis in our consolidated income statement. With this presentation change, our equity in the income tax expense recorded
on Socotab’s books, plus the additional U.S. tax expense accrued on Socotab’s earnings expected to be distributed to us and repatriated to the United States, were recorded in income tax expense in our consolidated income statement. We
adopted this presentation change for the following reasons:

1.
Socotab’s operations are in our core business. Oriental tobaccos are a key component of American blend cigarettes, and the major customers buying those tobaccos from Socotab
are largely the same ones that buy other types of American blend tobaccos from our various consolidated subsidiaries. Our management believed at that time, and continues to believe today, that this approach provides better consistency and a clearer
presentation of our interest in the oriental tobacco operations as a component part of our larger tobacco business.

 Securities and Exchange Commission

 February 27, 2009

  Page
 4

2.
Our investments in unconsolidated affiliates other than Socotab were immaterial, and they remain so today; therefore, the amounts reported for unconsolidated affiliates in our
financial statements relate almost entirely to the investment in Socotab.

3.
Internal management reporting to our chief operating decision-maker was, and continues to be, based on equity in the pretax earnings of our unconsolidated affiliates. Accordingly,
the presentation of financial results for our reportable operating segments under the guidance in FASB Statement No. 131 includes the equity in earnings of unconsolidated affiliates on a pretax basis.

4.
Socotab’s operations are based primarily outside the U.S., and it declares annual dividends to distribute all or most of its earnings to its shareholders. We assume
repatriation of our share of Socotab’s earnings and provide U.S. federal income taxes on those earnings at the 35% U.S. corporate tax rate, net of the foreign tax credit we expect to realize on our allocated share of the income taxes Socotab
pays outside the United States. In presenting equity in earnings of unconsolidated affiliates on a pretax basis, both the foreign and domestic income taxes applicable to our investment in Socotab are reported in income tax expense. Our management
believed at the time, and continues to believe today, that this presentation is clearer and more easily understood by investors and analysts.

 Before adopting this change in reporting presentation during fiscal year 1998, we considered the applicable accounting and reporting guidance. Rule 5-03(13) of Regulation S-X addresses the income statement line item
for “equity in earnings of unconsolidated subsidiaries and 50 percent or less owned persons”. In the sequence of line items outlined in Rule 5-03 of Regulation S-X, this line follows pretax earnings, income taxes, and minority interest,
and it comes before income from continuing operations. As such, we agree with the presumption that equity in earnings of unconsolidated subsidiaries is reported based on the after-tax earnings of the unconsolidated entity, and we acknowledge that is
the common practice. However, Rule 5-03(13) does state specifically for reporting equity in earnings of unconsolidated affiliates that “if justified by the circumstances, this item may be presented in a different position and a
different manner” (emphasis added). In addition, APB 18, paragraph 19.c., states that “the investment(s) in common stock should be shown in the balance sheet of an investor as a single amount, and the
investor’s share of earnings or losses of an investee should ordinarily be shown in the income statement as a single amount…” (emphasis added). Based on this guidance, we believed
during fiscal year 1998, and we continue to believe, that companies are permitted to modify their income statement presentation for equity in earnings of unconsolidated affiliates when factors support a different presentation.

 We believe investors and analysts fully understand our reporting presentation, and they have never raised any questions or issues with it over the eleven
year period it has been used. We believe it would be confusing to financial statement users to change the presentation at this time. Our responses to the Staff’s comments numbered 5, 6, 7, and 10 that follow in this letter provide further
information regarding our investments in unconsolidated affiliates and our related reporting presentation. As previously noted, we

 Securities and Exchange Commission

 February 27, 2009

  Page
 5

believe that our current income statement presentation continues to be clearer and more understandable to readers of our financial statements. If the Staff
concurs with our preference to continue this presentation, then we will include a reconciliation of our equity in the pretax earnings of unconsolidated affiliates to the related after-tax amounts in the notes to the consolidated financial statements
in all future annual filings with the Commission on Form 10-K, similar to the table provided below in our response to the Staff’s comment number 6.

5.
Based on the amounts reported on your consolidated statements of cash flows, it appears that your equity in the net income of the unconsolidated affiliates differs significantly
from the equity in pretax earnings of unconsolidated affiliates as reported on the consolidated statements of income. Please tell us why you believe it is appropriate to report your share of the earnings of unconsolidated affiliates on a pretax
basis prior to the subtotal for “income before taxes and other items”, while the tax impact associated with these unconsolidated affiliates is reported within “income taxes”. In this regard, we note your presentation is not
consistent with your presentation of your minority interests, net of income taxes.

 Response:

 We acknowledge the Staff’s comment. We refer to our response to the Staff’s comment number 4 above for a detailed explanation
of our belief that it is appropriate to report our share of the earnings of unconsolidated affiliates on a pretax basis before the subtotal for “income before taxes and other items”, while the tax impact associated with our unconsolidated
affiliates is reported within “income taxes”.

 With respect to the presentation of minority interests, net of income taxes, in our
consolidated income statement, we do not interpret the relevant guidance in Accounting Research Bulletin No. 51, FASB Statement No. 94, and Rule 5-03(14) of Regulation S-X to allow alternative presentations. Our minority interests are
significantly smaller than our investments in unconsolidated affiliates. Additionally, the primary reasons that we believe it is appropriate to present equity in the earnings of unconsolidated affiliates on a pretax basis do not apply to our
minority interests (for example, consistency with internal management reporting and segment reporting). Further, we will be adopting FASB Statement No. 160, “Noncontrolling Interests in Financial Statements – an amendment of ARB
No. 51”, at the beginning of our upcoming fiscal year 2010 (i.e., April 1, 2009), which will mandate changes in the income statement and balance sheet presentations for minority interests.

 Securities and Exchange Commission

 February 27, 2009

  Page
 6

 Consolidated Statements of Cash Flows, page 36

6.
Please provide us with a reconciliation of your reported equity in net income of unconsolidated affiliates, net of dividends, to the equity in pretax earnings of unconsolidated
affiliates as reported in your consolidated statements of income. Also, consider the need to present such a reconciliation in future filings.

 Response:

 We acknowledge the Staff’s comment. In response to the
Staff’s comment, the following table provides a reconciliation of our equity in the pretax earnings of unconsolidated affiliates, as reported in our consolidated statements of income, to our equity in the net income of unconsolidated
affiliates, net of dividends, as reported in our consolidated statements of cash flows for the fiscal years ended March 31, 2008, 2007, and 2006:

Fiscal Year Ended March 31,

2008

2007

2006

 Equity in pretax earnings of unconsolidated affiliates reported in the consolidated statements of income

$
13,500,347

$
14,234,698

$
14,139,900

 Equity in income taxes of unconsolidated affiliates

2,943,784

2,274,463

3,960,576

 Equity in net income of unconsolidated affiliates

10,556,563

11,960,235

10,179,324

 Less: Dividends received on investments in unconsolidated affiliates *

(11,164,276
)

(10,806,915
)

(21,845,071
)

 Equity in net income of unconsolidated affiliates, net of dividends

(607,713
)

1,153,320

(11,665,747
)

 Reconciling item in 2007 **

—

(500,000
)

—

 Equity in net income of unconsolidated affiliates, net of dividends, reported in the consolidated statements of cash flows

$
(607,713
)

$
653,320

$
(11,665,747
)

*
In accordance with FASB Statement No. 95, all dividends received from unconsolidated affiliates accounted for on the equity method represent a return on capital (i.e., a return
of earnings on a cumulative basis) and are presented as operating cash flows.

**
A $500,000 adjustment to equity in the pretax earnings of unconsolidated affiliates was incorrectly recorded as selling, general, and administrative expense in the income statement
in fiscal year 2007. It should have been reported in equity in the pretax earnings of unconsolidated affiliates. The amounts reported in the consolidated statement of cash flows are correct.

 As noted above in our response to the Staff’s comment number 4, if the Staff concurs with our preference to maintain our current presentation of
equity in the earnings of unconsolidated affiliates on a pretax basis, then we will include this or a similar reconciliation in the notes to the consolidated financial statements in all future annual filings with the Commission on Form 10-K.

 Securities and Exchange Commission

 February 27, 2009

  Page
 7

 Notes to Consolidated Financial Statements

 In

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402
DIVISION OF
CORPORATION FINANCE

Mail Stop 3561         February 13, 2009  Universal Corporation Robert M. Peebles- Controller and Principal Accounting Officer
1501 North Hamilton Street Richmond, Virginia 23230
Re:  Universal Corporation
  Form 10-K for the fiscal year ended March 31, 2008
Filed May 30, 2008
  File No. 001-00652

Dear Mr. Peebles:
 We have reviewed your filing and have the following comments.  We
think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
 Form 10-K for the fiscal year ended March 31, 2008

Cover

1. In future filings, please include the comple te registration file number on the cover
to the Form 10-K.

Robert M. Peebles- Controller and Principal Accounting Officer
Universal Corporation
February 13, 2009
Page 2  Item 7-Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Results of Operations, page 20

2. We note you have three reportable segments.  We also note that you have
included the results of unconsolidated a ffiliates in segment reporting income, but
not in consolidated operating income, in note 14 of your financial statements.  Therefore, in order to provide a better understanding of the factors underlying the
changes in your results of operations, please revise your discussion to focus on
each of your reportable segments sepa rately from the discussion of your
consolidated operating results .  See Item 303(a) of Regulation S-K for guidance.

3. Additionally, we note that your discussion of results of operations is limited to the
context of income from c ontinuing operations, which does not address your sales
or expenses directly.  However, we  believe your disclosures should be
supplemented with, or preferably replaced by, a discussion and analysis of sales and costs on a stand-alone basis (not in the context of income from continuing
operations) for each segment and as a whole.  Further, we believe such disclosure should include separate quantification and discussion of changes in significant components of costs of revenues.

Item 8- Financial Statements and Supplementary Data

Consolidated Statements of Income, page 33

4. Your current presentation does not appear to comply  with Rule 5-03(13) of
Regulation S-X.  As such, please provid e us with significant support for your
current presentation of equity in pretax earnings of unconsolidated affiliates.

5. Based on the amounts reported on your consolidated statements of cash flows, it appears that your equity in the net income  of the unconsolidated affiliates differs
significantly from the equity in pretax earnings of unconsolidated affiliates as reported on the consolidated statements of  income.  Please tell us why you believe
it is appropriate to report your  share of the earnings of unconsolidated affiliates on
a pretax basis prior to the subtotal fo r “income before taxes and other items”,
while the tax impact associated with thes e unconsolidated affiliates is reported
within “income taxes”.  In this regard, we note your presentation is not consistent with your presentation of your minority in terests, net of income taxes.

Robert M. Peebles- Controller and Principal Accounting Officer
Universal Corporation
February 13, 2009
Page 3  Consolidated Statements of Cash Flows, page 36

6. Please provide us with a r econciliation of your reported equity in net income of
unconsolidated affiliates, net of dividends, to the equity in pretax earnings of
unconsolidated affiliates as reported in your consolidated statements of income.
Also, consider the need to present such a reconciliation in future filings.
 Notes to Consolidated Financial Statements

 Investment in unconsolidated affiliates, page 40

7. Please tell us the relative contribution to equity in pretax earnings by each of your
unconsolidated affiliates and provide us with a summary of your analysis of significant unconsolidated affiliates as defined by Article 1-02(w) of Regulation S-X.
 Revenue Recognition, page 44

8. You revenue recognition policy should be expanded to address the effect of your specific business processes on your revenue recognition policies.  For example, you state that a majority of your re venues are recognized based on physical
transfer of products to customers.  Ho wever, it is not clear whether physical
transfer of products to customers entails  recognizing revenu es at the shipping
point or upon delivery and acceptance of the product by your customers.  Additionally, we note that, in your Form 10-K for the fiscal year ended March 31,
2007, you state that accounts receivable in creased due to late shipments of
African Tobaccos.  Please explain to us how you recognize revenue in connection
with “late shipments.”

9. Additionally, you state that you process tobacco owned by your customers and that revenue is recognized when processi ng is completed.  In this regard, please
tell us and revise your future filings to indicate the payment structure (e.g. upfront
or upon delivery) as well as to clarify whether your customers have a right to
inspect the final product prior to acceptance or whether they bear  the risk of loss
associated with a defective, spoiled or damaged crop.
 Note 13- Commitments and Other Matters

Investments in Socotab L.L.C., page 72

10. With respect to your share of the earnings  of Socotab, please tell us how your
49% share of Socotab’s net income of $20,470,000, $27,039,000 and $21,957,000
for the fiscal years ended March 31, 2 008, 2007, 2006, respectively, is reflected in
your financial statements.

Robert M. Peebles- Controller and Principal Accounting Officer
Universal Corporation
February 13, 2009
Page 4
Schedule 14A

Compensation Discussion and Analysis, page 13
11. In future filings, please revise to di sclose in your Comp ensation Discussion &
Analysis all performance targets that mu st be achieved in order for your executive
officers to earn all components of th eir compensation.  We note that you set
performance targets for components of Long-Term Equity Participation but have
not disclosed it here.  To the extent that  you have an appropriate basis for omitting
the specific targets, you must discuss how difficult it would be for the named
executive officers or how likely it will be for you to achieve the undisclosed target
levels or other factors.  General statem ents regarding the level of difficulty, or
ease, associated with achieving performance goals either corporately or individually are not sufficient.

* * * * *
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Robert M. Peebles- Controller and Principal Accounting Officer
Universal Corporation
February 13, 2009 Page 5
You may contact Juan Migone  at (202) 551-3312 or the undersigned at (202) 551-
3211 if you have questions regarding our comm ents on the financial statements or any
related matters.
Sincerely,

 David R. Humphrey Branch Chief