Washington, D.C. 20549

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of
earliest event reported):     February 24, 2003

                            Brown-Forman Corporation
             (Exact name of registrant as specified in its charter)

   Delaware                    1-123              61-0243150
(State or other            (Commission         (I.R.S. Employer
 jurisdiction of            File Number)       Identification No.)

 850 Dixie Highway, Louisville, Kentucky           40210
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (502) 585-1100

Item 9.  Regulation FD Disclosure

Brown-Forman  Corporation issued the press release today reporting third quarter
earnings. A copy of Brown-Forman  Corporation's press release is attached hereto
as Exhibit 99.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       Brown-Forman Corporation

Date:   February 24, 2003                 By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President, Senior Counsel
                                                and Assistant Secretary

Exhibit Index
(99)  Press Release, dated February 24, 2003, issued by Brown-Forman Corporation

                                                                   Exhibit 99



Louisville,  KY, February 24, 2003 - Brown-Forman  Corporation reported earnings
per share for its third quarter ended January 31, 2003 of $1.02, up 22% or $0.18
per  share  compared  to the  same  period  last  year.  Adjusted  for  business
improvement  costs,  earnings for the quarter  improved $0.14 per share, or 16%.
Higher underlying  profits reflected solid growth for Jack Daniel's and Southern
Comfort,  increased  profitability in the United Kingdom from a new distribution
arrangement,  and benefits  from a weaker U.S.  dollar.  Tempering  growth was a
substantial drop in earnings for Brown-Forman's  wine business,  which continues
to suffer from higher costs and a very  competitive  pricing  environment in the
United States. Overall results in the quarter were consistent with the company's
previously stated outlook for full year earnings growth of 6% to 10%,  excluding
any potential impact from a recently announced share repurchase.

Earnings  per share for the first nine months of fiscal  2003 were $2.73,  up 6%
from the $2.58  earned in the same  period  last  year.  Adjusted  for  business
improvement  costs,  year-to-date  earnings  improved 4%.  Consistent with third
quarter  trends,  year-to-date  growth was driven by Jack  Daniel's and Southern
Comfort,  while profits from Brown-Forman's wine brands declined  substantially.
Year-to-date results were not significantly affected by a weaker U.S. dollar due
to prior  purchases of hedging  contracts;  a continuation  of current  exchange
rates would benefit future earnings, however.


For the first nine months of the fiscal year, beverage revenues and gross profit
were up 11% and 6%,  respectively.  Importantly,  the company now records excise
taxes for its U.K. spirits sales in both revenues and cost of sales. This change
had the effect of boosting  year-to-date  revenues for  Brown-Forman's  beverage
segment by 4%, while lowering  segment gross margins by 1.7  percentage  points.
Beverage advertising expenses were up 11%, as the company continues to invest in
core brand building activities.

Depletion and profit trends for Jack Daniel's  Tennessee  Whiskey remained solid
for the first nine months of the fiscal year, with broad-based growth around the
world. Volumes for Southern Comfort were essentially flat, as growth in both the
United States and United Kingdom was offset by weakness in  Continental  Europe.
However,  higher  margins  for the brand  resulted  in record  gross  profit and
operating income.

Profits from Fetzer and Bolla wines  declined  sharply for the nine months ended
January  31,  due to  lower  margins  in the  U.S.  While  Fetzer  reported  low
single-digit  depletion  growth during this period,  achieving that volume level
required  a  reduction  in net  prices  from the  previous  fiscal  year.  Bolla
depletions were down slightly,  although the combination of a weaker U.S. dollar
and  significant  cost  increases for most Italian grape  varietals have reduced
profit margins dramatically.  Korbel reported gross profit and depletion growth,
as the brand continues to increase its market share in the U.S.

Consumer Durables

Year-to-date  sales and gross profit for the Consumer Durables segment were down
5% and 2%,  respectively.  Adjusted  for  business  improvement  costs,  segment
operating income was $2 million lower than last year. The retail environment for
both  department  stores and outlet  centers  did not  improve  over the holiday
season and  remains  very  difficult  across the U.S.  As the level of  consumer
confidence has declined to a nine-year low, the direct-to-consumer  channel also
experienced  lower response rates.  Current  expectations  are for the segment's
operating income to be in a range of $30 to $35 million for fiscal 2003.

Business Improvement Program

The company  recognized  approximately  $0.02 per share in Business  Improvement
costs  during  the third  quarter,  primarily  related  to  improvements  at the
company's beverage  production  facilities,  and anticipates an additional $0.01
per share  during  the  fourth  quarter  to  complete  the  series  of  Business
Improvement Program initiatives that the company announced in July 2001.

The following chart summarizes the effect on earnings per share of costs related
to the company's Business Improvement Program.

                                                 %                         %
                               Third Quarter   change     Year To Date   change

FY2002 EPS, as reported             $0.84                    $2.58

  Business Improvement costs        $0.06                    $0.10

FY2002 EPS, adjusted                $0.90                    $2.68

FY2003 EPS, as reported             $1.02        22%         $2.73        6%

  Business Improvement costs        $0.02                    $0.06

FY2003 EPS, adjusted                $1.04        16%         $2.79        4%

Finlandia and Tuaca Acquisitions

The company acquired an additional 35% interest in Finlandia Vodka Worldwide for
70.2  million  euros on  December  31,  2002,  increasing  its  interest to 80%.
Brown-Forman is now charged with full marketing responsibility for the Finlandia
brand and expects to significantly increase brand spending in the U.S. and other
important  markets.  As previously  disclosed,  the  acquisition of Finlandia is
expected to reduce Brown-Forman's earnings by $0.03 per share in fiscal 2003 and
$0.08 to $0.10 per share in fiscal 2004, showing annual improvement thereafter.

Subsequent  to the  closing  of the  third  quarter,  Brown-Forman  acquired  an
additional  55% interest in Tuaca liqueur on February 11, 2003,  increasing  the
company's ownership to 100%. This transaction is not expected to have a material
impact on earnings per share in fiscal 2003 or fiscal 2004.

Share Repurchase

As announced on February 3, 2003,  the company is offering to  repurchase  up to
1.5 million  shares of its Class A common  stock and 6.8  million  shares of its
Class B common  stock  under a "Dutch  Auction"  tender  offer.  The price being
offered for both  classes of stock is within a range of $63 to $73 per share and
the tender  offer will expire at 12:00  midnight  New York City time on March 4,
2003,  unless  extended.   The  company  has  received   preliminary   financing
commitments  from a  syndicate  of banks to  provide  initial  funding  for this
transaction.  The company  intends to replace this funding with longer term debt
from public bond markets shortly thereafter.

All inquiries  regarding the  procedures  should be directed to the  information
agent,  Georgeson  Shareholder  Communications,  Inc.  Banks and brokers  should
contact the information  agent at  212-440-9800  and all others should call toll
free at 866-203-2582.  Goldman Sachs is serving as dealer manager for the tender
offer  and  National  City  Investment  Management  Company  is  acting  as  the
depositary agent.


Brown-Forman  reaffirms its previously stated outlook for full year earnings per
share  growth of 6% to 10%,  excluding  any  potential  impact from the recently
announced share repurchase.  Looking beyond fiscal 2003, the company anticipates
that the  environment  for wine and consumer  durables will remain  challenging.
Brown-Forman  expects that  earnings will  benefit,  however,  from cost savings
resulting from business  improvement  investments  made in 2002 and 2003, a full
year of higher profits from our new U.K. distribution arrangement, and increased
profits from stronger  European  currencies if exchange  rates remain at current

Conference Call

Brown-Forman  will host a conference  call to discuss its second quarter results
today at 10:00 a.m. EST. All interested  parties in the U.S. are invited to join
the conference by dialing  888-624-9285  and asking for the  Brown-Forman  call.
International  callers should dial  706-679-3410.  No password is required.  The
company suggests that  participants dial in approximately ten minutes in advance
of the 10:00 a.m.  start of the conference  call. A live audio  broadcast of the
conference call will also be available by accessing  Brown-Forman's Internet Web
site,  www.brown-forman.com,  and then  clicking on the  "Investor  Information"

For those unable to participate in the live call, a replay will be available two
hours after  completion  of the  conference  by calling  800-642-1687  (U.S.) or
706-645-9291  (international).  The  identification  code is 8563272.  A digital
audio  recording of the  conference  call will also be available on the Web site
approximately two hours after the conclusion of the conference call. The replays
will be available through March 4.

Brown-Forman  Corporation is a diversified producer and marketer of fine quality
consumer products,  including Jack Daniel's,  Southern Comfort, Finlandia Vodka,
Canadian Mist,  Fetzer and Bolla Wines,  Korbel  California  Champagnes,  Lenox,
Dansk, and Gorham tableware and giftware and Hartmann Luggage.


This  report  includes  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation Reform Act of 1995. These statements are subject
to a number of  important  risks and  uncertainties,  which could  cause  actual
results to differ  materially  from those  discussed in these  statements.  They
include  but are not  limited  to  further  deterioration  of the U.S.  economy,
significant   strengthening  of  the  U.S.  dollar  against  other   currencies,
deterioration in economic  conditions in principal  countries to which we export
beverage products,  and a decline in discretionary  consumer  spending.  Further
weakening  of the  pricing  environment  in the U.S.  wine  business  could also
adversely affect earnings.  The company's beverage alcohol business is sensitive
to higher tax rates,  especially  federal  excise  taxes;  an  increase in those
taxes, or other measures adopted to restrict beverage sales (whether in the U.S.
or abroad,) can hurt our business. Consumer Durables sales could also be hurt by
a decline in sales of products to department stores, a reduction in retail space
in department stores devoted to tableware,  giftware and/or luggage products, or
lower demand for consumer durable products sold through the direct-mail channel.

Other factors,  unrelated to our specific business, could affect earnings. These
include the unknown  impact of a war in the Middle  East,  or other  outbreak of
hostilities, adverse effects of additional terrorist attacks and related events,
or an ongoing lack of investor confidence relating to perceived  inadequacies in
the financial reporting systems of U.S. companies. The statements in this report
are also  subject to the factors  mentioned in the section  entitled  "Important
Information  Regarding  Forward-Looking  Statements" on page 38 of the Company's
Annual Report to Stockholders and referred to in Part I, Item 7 of the Company's
Form 10-K for 2002, which Brown-Forman  incorporates by reference.  Brown-Forman
has no current intention of updating or revising any forward-looking statements,
whether as a result of new  information,  future events or otherwise,  except as
otherwise required by law.

                    BROWN-FORMAN CORPORATION
          (Dollars in millions, except per share amounts)

                                  THREE MONTHS ENDED
                                      JANUARY 31,
                                  2002        2003   CHANGE

Net Sales                        $ 575.1     $ 635.6    11%
  Wine & Spirits                   400.2       472.8    18%
  Consumer Durables                174.9       162.8    (7%)

Gross Profit                     $ 282.1     $ 308.5     9%
  Wine & Spirits                   200.1       230.0    15%
  Consumer Durables                 82.0        78.5    (4%)

Advertising Expenses             $  76.6     $  88.1    15%
  Wine & Spirits                    54.0        63.2    17%
  Consumer Durables                 22.6        24.9    10%

Selling, General, and
 Administrative Expenses         $ 118.9     $ 119.8     1%
  Wine & Spirits                    73.4        80.8    10%
  Consumer Durables                 45.5        39.0   (14%)

Other Expense (Income), net      $  (1.7)    $  (6.2)
  Wine & Spirits                    (6.7)       (7.2)
  Consumer Durables                  5.0         1.0

Operating Income                 $  88.3     $ 106.8    21%
  Wine & Spirits                    79.4        93.2    17%
  Consumer Durables                  8.9        13.6    53%

  Interest Expense, net              0.8         0.8

Income Before Income Taxes       $  87.5     $ 106.0    21%

  Taxes on Income                   30.2        36.0

Net Income                       $  57.3     $  70.0    22%

Earnings Per Share
 - Basic and Diluted             $  0.84     $  1.02    22%

Note:  Other Expense  (Income),  net,  includes  results for joint  ventures and
unconsolidated  affiliates,  bad debt  expense,  and  miscellaneous  income  and
expense items not included in other captions.

                    BROWN-FORMAN CORPORATION
          (Dollars in millions, except per share amounts)

                                   NINE MONTHS ENDED
                                      JANUARY 31,
                                  2002        2003   CHANGE

Net Sales                       $1,696.5    $1,806.7     6%
  Wine & Spirits                 1,217.4     1,350.8    11%
  Consumer Durables                479.1       455.9    (5%)

Gross Profit                    $  859.4    $  894.7     4%
  Wine & Spirits                   635.2       675.2     6%
  Consumer Durables                224.2       219.5    (2%)

Advertising Expenses            $  231.4    $  252.8     9%
  Wine & Spirits                   165.4       183.1    11%
  Consumer Durables                 66.0        69.7     6%

Selling, General, and
 Administrative Expenses        $  351.3    $  357.4     2%
  Wine & Spirits                   224.3       238.3     6%
  Consumer Durables                127.0       119.1    (6%)

Other Expense (Income), net     $    3.1    $   (2.9)
  Wine & Spirits                    (5.3)       (6.6)
  Consumer Durables                  8.4         3.7

Operating Income                $  273.6    $  287.4     5%
  Wine & Spirits                   250.8       260.4     4%
  Consumer Durables                 22.8        27.0    18%

  Interest Expense, net              4.0         2.6

Income Before Income Taxes      $  269.6    $  284.8     6%

  Taxes on Income                   93.0        97.7

Net Income                      $  176.6    $  187.1     6%

Earnings Per Share
 - Basic and Diluted            $   2.58    $   2.73     6%

Note:  Other Expense  (Income),  net,  includes  results for joint  ventures and
unconsolidated  affiliates,  bad debt  expense,  and  miscellaneous  income  and
expense items not included in other captions.

                    BROWN-FORMAN CORPORATION
                     (Dollars in millions)

                                    APRIL 30,     JANUARY 31,
                                      2002            2003
Cash and cash equivalents          $  115.6        $   79.6
Accounts receivable, net              280.4           308.1
Inventories                           577.8           594.6
Other current assets                   55.0            57.9
   Total current assets             1,028.8         1,040.2

Property, plant and equipment, net    437.4           454.0
Investment in affiliates              127.4            51.3
Trademarks and brandnames               7.7            64.3
Goodwill                              246.5           358.5
Other assets                          167.9           172.9
   Total assets                    $2,015.7        $2,141.2

Commercial paper                   $  167.4        $  155.6
Accounts payable and
 accrued expenses                     295.9           291.8
Dividends payable                       --             25.7
Accrued taxes on income                31.5            60.8
   Total current liabilities          494.8           533.9

Long-term debt                         40.2            40.2
Deferred income taxes                  57.8            38.1
Accrued postretirement benefits        82.1            86.4
Other liabilities                      29.9            33.8
   Total liabilities                  704.8           732.4

Stockholders' Equity                1,310.9         1,408.8

   Total liabilities and
    stockholders' equity           $2,015.7        $2,141.2

                     BROWN-FORMAN CORPORATION
                       (Dollars in millions)

                          JANUARY 31,         JANUARY 31,
                         2002     2003       2002     2003

EBITDA                  $102.1   $120.6     $314.0   $328.9

Depreciation and
 amortization           $ 13.8   $ 13.8     $ 40.4   $ 41.5

Excise taxes            $ 66.6   $ 86.1     $186.6   $226.0

Additions to property,
 plant and equipment    $ 12.4   $ 18.5     $ 50.7   $ 54.7

Effective tax rate        34.5%    34.0%      34.5%    34.3%

Shares (in thousands)
 used in the calculation
 of earnings per share
 - Basic                 68,293   68,420     68,341   68,400
 - Diluted               68,403   68,568     68,469   68,584

These  figures have been prepared in  accordance  with the  company's  customary
accounting practices.