Exhibit 10.19

                         UNIVERSAL CORPORATION
                         NON-EMPLOYEE DIRECTOR
                  NON-QUALIFIED STOCK OPTION AGREEMENT





	THIS AGREEMENT dated as of October 25, 1994, between Universal
Corporation, a Virginia corporation, (the "Company"), and
_____________________ ("Optionee"), is made pursuant and subject to the
provisions of the Company's 1994 Stock Option Plan for Non-Employee
Directors (the "Plan"), a copy of which is attached.  All terms used
herein that are defined in the Plan shall have the same meaning given
them in the Plan.

	1.	Grant of Option.  Pursuant to the terms of the Plan, the
Company, on October 25, 1994, granted to Optionee, subject to the terms
and conditions of the Plan and subject further to the terms and
conditions herein set forth, the right and option to purchase from the
Company all or any part of an aggregate of One Thousand (1,000) shares
of the Common Stock of the Company (the "Common Stock") at an option
price per share of $_____.  Such option is to be exercisable as
hereinafter provided.

	2.	Terms and Conditions.  This option is subject to the
following terms and conditions:

		(a)	Expiration Date.  The Expiration Date of this
option is October 25, 2004.

		(b)	Exercise of Option.  This option shall be
exercisable with respect to the total number of shares covered by this
option after the expiration of six (6) months from the granting of the
option.  Once this option has become exercisable with respect to the
total number of shares in accordance with the preceding sentence, it
shall continue to be exercisable with respect to such shares until the
termination of Optionee's rights hereunder pursuant to paragraph 3, 4
and 5 or, otherwise, until the Expiration Date.  A partial exercise of
this option shall not affect Optionee's right to exercise subsequently
this option with respect to the remaining shares that are exercisable,
subject to the six month vesting period set forth in the first sentence
of this subparagraph (b) and the conditions of the Plan and this
Agreement.

		(c)	Method of Exercising and Payment for Shares.
This option may be exercised only by written notice delivered to the
attention of the Company's Secretary at the Company's principal office
in Richmond, Virginia.  The written notice shall specify the number of
shares being acquired pursuant to the exercise of the option when such
option is being exercised in part in accordance with subparagraph 2(b)
hereof.  The exercise date shall be the date upon which such notice is
received by the Company.  Such notice shall be accompanied by payment of
the option price in full for each share either in cash in United States
Dollars, or by the surrender of shares of Common Stock, or by cash
equivalent acceptable to the Company or any combination thereof having
an aggregate fair market value equal to the total option price for all
the shares being purchased.

		(d)	Cashless Exercise.  To the extent permitted by
applicable laws and regulations, at the request of the Optionee, the
Company will cooperate in a "cashless exercise" in accordance with
Section 7.03 of the Plan.

		(e)	Nontransferability.  This option is
nontransferable except, in the event of the Optionee's death, by will or
by the laws of descent and distribution subject to the terms hereof.
During Optionee's lifetime, this option may be exercised only by
Optionee.

	3.	Exercise in the Event of Death.  Subject to the six
month exercisability requirement set forth in Section 2(b) hereof, this
option shall remain exercisable with respect to any shares yet
unexercised in the event that Optionee dies prior to exercising this
option in full and prior to the Expiration Date of this option.  In that
event, this option may be exercised by

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Optionee's estate, or the person or persons to whom his rights under
this option shall pass by will or the laws of descent and distribution.
Optionee's estate or such persons must exercise this option with respect
to the remaining shares subject to the option, if at all, within two
years of the date of Optionee's death or during the remainder of the
period preceding the Expiration Date, whichever is shorter.

	4.	Exercise in the Event of Permanent and Total Disability.
Subject to the six month exercisability requirement set forth in Section
2(b) hereof, this option shall remain exercisable with respect to any
shares yet unexercised if Optionee becomes permanently and totally
disabled (within the meaning of Section 105(d)(4) of the Code) while
serving on the Board prior to exercising this Option in full and prior
to the Expiration Date of this option.  In such event, Optionee must
exercise this option with respect to the remaining shares subject to the
option, if at all, within two years of the date on which he ceases
serving on the Board due to permanent and total disability or during the
remainder of the period preceding the Expiration Date, whichever is
shorter.

	5.	Exercise After Resignation, Non-Election or Other
Approved Circumstance.  Subject to the six month exercisability
requirement set forth in Section 2(b) hereof, in the event that Optionee
resigns from or is not re-elected or does not stand for re-election to
the Board or in any other circumstance approved by the Board in its sole
discretion, this option shall remain exercisable with respect to any
shares yet unexercised but must be exercised by Optionee, if at all,
within two years following the date of his resignation or cessation of
service on the Board, or within the period prescribed by the Board in an
approved circumstance, or during the remainder of the period preceding
the Expiration Date, whichever is shorter.

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	6.	Fractional Shares.  Fractional shares shall not be
issuable hereunder, and when any provision hereof may entitle Optionee
to a fractional share such fraction shall be disregarded.

	7.	Investment Representation.  Optionee agrees that, unless
such shares shall previously have been registered under the Securities
Act of 1933, (a) any shares purchased by him hereunder will be purchased
for investment and not with a view to distribution or resale, and (b)
until such registration, certificates representing such shares may bear
an appropriate legend to assure compliance with such Act.  This
investment representation shall terminate when such shares have been
registered under the Securities Act of 1933.

	8.	Change in Capital Structure.  Subject to any required
action by the shareholders of the Company, the number of shares of
Common Stock covered by this option, and the price per share thereof,
shall be proportionately adjusted and its terms shall be adjusted as the
Committee shall determine to be equitably required for any increase or
decrease in the number of issued and outstanding shares of Common Stock
of the Company resulting from any stock dividend (but only on the Common
Stock), stock split, subdivision, combination, reclassification,
recapitalization or general issuance to holders of Common Stock of
rights to purchase Common Stock at substantially below its then fair
market value or any change in the number of such shares outstanding
effected without receipt of cash or property or labor or services by the
Company or for any spin-off, spin-out, split-up, split-off or other
distribution of assets to shareholders.

	In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its
authorized shares with par value or without par value,

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the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.

	The grant of this option pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

	9.	Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth
of Virginia, except to the extent that federal law shall be deemed to
apply.

	10.	Conflicts.  In the event of any conflict between the
provisions of the Plan as in effect on the date hereof and the
provisions of this Agreement, the provisions of the Plan shall govern.
All references herein to the Plan shall mean the Plan as in effect on
the date of hereof.

	11.	Optionee Bound by Plan.  Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms
and provisions thereof.

	12.	Binding Effect.  Subject to the limitations stated above
and in the Plan, this Agreement shall be binding upon and insure to the
benefit of the legatees, distributees, and personal representatives of
Optionee and the successors of the Company.

	IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed by a duly authorized officer, and Optionee has affixed his
signature hereto.



OPTIONEE:                                   	UNIVERSAL CORPORATION



__________________________		By: _______________________________

        				Title:  _____________________________