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, 2004

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

   Delaware                    1-123              61-0143150
(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 7.  Financial Statements and Exhibits

 (a)      Not applicable.
 (b)      Not applicable.
 (c)      Exhibits.
          99.1     Press Release, dated February 24, 2004

Item 12. Results of Operations and Financial Condition

Brown-Forman  Corporation  issued a press release on February 24, 2004 reporting
results of its operations for the quarter ended January 31, 2004. A copy of this
Brown-Forman Corporation press release is attached hereto as Exhibit 99.1.


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 25, 2004                     By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President, Senior Counsel
                                                and Assistant Secretary

Exhibit  Index
99.1 Press Release, dated February 24, 2004, issued by Brown-Forman Corporation

                                                                 Exhibit 99.1



Louisville,  KY, February 24, 2004 - Brown-Forman  Corporation reported earnings
per share of $0.66 for its third quarter ended January 31, 2004, up 29% from the
same period last year.  (All  earnings per share  amounts have been  adjusted to
reflect a 2-for-1 stock split,  effective  January 12,  2004.) Higher  quarterly
earnings  per  share  were  driven  by solid  profit  growth  for Jack  Daniel's
Tennessee  Whiskey,  the  effects of the March 2003 share  repurchase,  improved
results from the company's wine brands,  and benefits from a weaker U.S. dollar.
These increases were partially  offset by higher SG&A expenses and lower profits
from the Consumer Durables segment.

For the first nine months of the fiscal  year,  diluted  earnings per share were
$1.64,  up 20% over last year.  Year-to-date  results  benefited  from favorable
foreign exchange trends, the share repurchase ($0.12 per share), strong earnings
growth for both Jack Daniel's and Southern  Comfort,  and increased profits from
the company's new  distribution  arrangement in the United Kingdom.  These gains
were  partially  offset by a charge of $0.06 per share to settle a lawsuit  with
Diageo Great Britain Limited  involving the distribution of Jack Daniel's in the
U.K., lower profits from the Consumer Durables segment,  and the impact of lower
trade inventory levels for the company's global beverage brands.


In the third  quarter,  revenues and gross profit for Beverages  were up 12% and
16%,  respectively.  The strong  revenue  growth was driven by the benefits of a
weaker U.S. dollar,  the addition of new markets to Brown-Forman's  distribution
arrangement  for Finlandia  Vodka  Worldwide,  and continued  volume and pricing
growth for the company's  spirits  brands.  These  revenue gains were  partially
offset by the discontinuation of a few of the company's wine brands. Advertising
expenses  were  essentially  flat  during  the  quarter,  as  higher  levels  of
investment for the company's  spirits brands were offset by a decline for wines.
SG&A expenses were up approximately  $9 million for the quarter,  reflecting the
consolidation of costs from both Finlandia Vodka Worldwide and Distillerie Tuoni
e Canepa  (Tuaca),  companies which were acquired last fiscal year. In addition,
increased  pension  costs,  reorganization  expenses  related  to the  company's
California wine operations, and the impact of the weaker U.S. dollar contributed
to the higher SG&A expenses for the quarter.  Segment  operating income was up a
solid 26% in the third quarter.

Global  shipment and depletion  trends were strong for Jack  Daniel's  Tennessee
Whiskey  during the  quarter,  particularly  in the United  States  where volume
trends have continued to accelerate in recent months.  (Depletions are shipments
from wholesale distributors to retailers,  and are commonly used in the wine and
spirits  industry as an  approximation  of consumer  demand.)  Global  depletion
trends for  Southern  Comfort were  positive;  however,  shipments  were down as
wholesaler  inventory  levels were reduced in the U.S. and  Continental  Europe.
Results for Finlandia in the U.S. were mixed, as solid volume growth was largely
offset by higher  product  costs,  including  the impact of the  stronger  Euro.
Volumes for Finlandia in Europe  continued to grow,  reflecting  the addition of
new markets since the company's acquisition on December 31, 2002.

The wine  industry  in the United  States  remains  very  competitive.  Although
domestic pricing for both Fetzer and Bolla is up this year, volumes are down. In
addition,  higher grape costs for Bolla, coupled with the stronger Euro, reduced
the brand's gross margin.  Despite an improvement  in operating  profit from the
company's wine brands during the quarter,  the environment has not  meaningfully
improved and expected full year profit growth is modest.

Consumer Durables

Net sales for  Consumer  Durables  were up 2% in the  quarter  as results in the
direct-to-consumer  channel and the  company's  retail  outlet  stores  improved
slightly.   However,   sales  to  department  stores  during  the  quarter  were
disappointing.  Although  profits from the  direct-to-consumer  channel improved
somewhat during the quarter,  consumer response rates remain sluggish,  and as a
result, advertising expenses have been reduced. Segment operating income dropped
$4 million  during the quarter,  as the reduced  advertising  investment was not
enough to offset higher pension expenses and a reorganization charge.


In the fourth  quarter of this fiscal year, we expect the  environment to remain
difficult for wine and Consumer Durables.  However, the company is encouraged by
the opportunities  and trends for its spirits brands.  As a result,  the company
will be significantly  increasing its advertising investments behind its spirits
brands in the fourth quarter.  This increased  level of advertising  investment,
coupled with higher pension expenses and the company's ongoing focus on lowering
wholesale  and retail  inventories  on a global  basis,  is  expected  to temper
earnings  growth in the fourth  quarter.  Brown-Forman is narrowing its guidance
for fiscal 2004  earnings to a range of $2.09 to $2.13 per share,  or EPS growth
in a range of 15-17% for the current fiscal year.

Conference Call

The company  will host a conference  call to discuss  third  quarter  results at
10:00 a.m. (EST) this morning. 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  and  ask  for  the
Brown-Forman   call.  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  via
Brown-Forman's  Internet  Web  site,  www.brown-forman.com,  through  a link  to
"Investor  Information."  For those  unable to  participate  in the live call, a
replay  will  be  available  by  calling  800-642-1687  (U.S.)  or  706-645-9291
(international).  The identification  code is 5613557. A digital audio recording
of the conference call will also be available on the Web site  approximately one
hour after the conclusion of the  conference  call. The replay will be available
for at least 30 days following the conference call.


This  report  contains  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform  Act  of  1995.  Words  like  "believe,"
"expect,"  "anticipate,"  and "project"  identify a  forward-looking  statement,
which speaks only as of the date the  statement  is made.  Except as required by
law,  we do not  intend  to update or  revise  any  forward-looking  statements,
whether as a result of new information, future events, or otherwise.

These  statements are subject to a number of important  risks and  uncertainties
that could cause our actual results and experience to differ materially from the
anticipated results or other expectations  expressed.  These risks include,  but
are not limited to:

 - changes in general economic conditions, political and social trends;
 - impact on profits earned overseas by a strengthening U.S. dollar against
   foreign currencies, especially the British Pound;
 - reduced bar, restaurant, hotel and travel business in wake of another
   terrorist attach, such as occurred on 9/11;
 - developments in the three class action lawsuits filed against Brown-Forman
   and other spirits, beer and wine manufacturers alleging that our advertising
   causes illegal consumption of alcohol by those under the legal drinking age,
   or other attempts to limit alcohol marketing, through either litigation or
 - tax increases, whether at the federal or state level;
 - increases in the price of grain and grapes;
 - continued depressed retail prices and  margins in our wine business because
   of existing grape contract obligations and a world-wide oversupply of
   grapes; and
 - the effects on our consumer durables business of the general economy,
   department store business, response rates in our direct marketing business,
   and profitability of mall outlet operations.

These statements are also subject to the factors  mentioned in Part 1, Item 2 of
the Company's Form 10-K for the year ended April 30, 2003,  which we incorporate
herein by reference.

                            Brown-Forman Corporation
                        Consolidated Statements of Income
                 (Dollars in millions, except per share amounts)

                                       Three Months Ended
                                          January 31,
                                      2003           2004         Change

Net Sales                            $635.6         $697.0          10%
   Beverages                          472.8          531.0          12%
   Consumer Durables                  162.8          166.0           2%

Gross Profit                         $308.5         $344.9          12%
   Beverages                          230.0          266.2          16%
   Consumer Durables                   78.5           78.7           0%

Advertising Expenses                  $88.1          $87.5          (1%)
   Beverages                           63.2           63.6           1%
   Consumer Durables                   24.9           23.9          (4%)

Selling, General, and
   Administrative Expenses           $119.8         $133.0          11%
   Beverages                           80.8           89.5          11%
   Consumer Durables                   39.0           43.5          12%

Other Expense (Income), net           $(6.2)         $(2.5)
   Beverages                           (7.2)          (4.3)
   Consumer Durables                    1.0            1.8

Operating Income                     $106.8         $126.9          19%
   Beverages                           93.2          117.4          26%
   Consumer Durables                   13.6            9.5         (30%)

     Interest Expense, net              0.8            4.9

Income Before Income Taxes           $106.0         $122.0          15%

     Taxes on Income                   36.0           41.5

Net Income                            $70.0          $80.5          15%

Earnings Per Share
   - Basic                            $0.51          $0.66          29%
   - Diluted                          $0.51          $0.66          29%

Note:  Earnings per share have been restated to reflect the 2-for-1 stock split
effective in January 2004.

                            Brown-Forman Corporation
                        Consolidated Statements of Income
                 (Dollars in millions, except per share amounts)

                                       Nine Months Ended
                                          January 31,
                                      2003           2004         Change

Net Sales                          $1,806.7       $1,954.8           8%
   Beverages                        1,350.8        1,499.3          11%
   Consumer Durables                  455.9          455.5           0%

Gross Profit                         $894.7         $982.1          10%
   Beverages                          675.2          768.2          14%
   Consumer Durables                  219.5          213.9          (3%)

Advertising Expenses                 $252.8         $260.0           3%
   Beverages                          183.1          192.4           5%
   Consumer Durables                   69.7           67.6          (3%)

Selling, General, and
   Administrative Expenses           $357.4         $395.5          11%
   Beverages                          238.3          270.4          13%
   Consumer Durables                  119.1          125.1           5%

Other Expense (Income), net           $(2.9)          $8.8
   Beverages                           (6.6)           4.1
   Consumer Durables                    3.7            4.7

Operating Income                     $287.4         $317.8          11%
   Beverages                          260.4          301.3          16%
   Consumer Durables                   27.0           16.5         (39%)

     Interest Expense, net              2.6           15.0

Income Before Income Taxes           $284.8         $302.8           6%

     Taxes on Income                   97.7          102.9

Net Income                           $187.1         $199.9           7%

Earnings Per Share
   - Basic                            $1.37           $1.65         20%
   - Diluted                          $1.36           $1.64         20%

Note:  Earnings per share have been restated to reflect the 2-for-1 stock split
effective in January 2004.

                            Brown-Forman Corporation
                      Condensed Consolidated Balance Sheets
                              (Dollars in millions)

                                                  April 30,          January 31,
                                                    2003                2004
Cash and cash equivalents                        $   72.0              $  110.1
Accounts receivable, net                            324.6                 313.5
Inventories                                         584.6                 590.3
Other current assets                                 85.9                  94.0
     Total current assets                         1,067.1               1,107.9

Property, plant, and equipment, net                 506.1                 512.8
Trademarks and brand names                          235.0                 247.8
Goodwill                                            311.0                 315.0
Other assets                                        144.4                 148.4
     Total assets                                $2,263.6              $2,331.9

Commercial paper                                 $  167.1              $   74.5
Accounts payable and accrued expenses               297.2                 284.9
Accrued taxes on income                              43.4                  62.5
Dividends payable                                     --                   25.8
Current portion of long-term debt                    40.1                  37.9
     Total current liabilities                      547.8                 485.6

Long-term debt                                      628.7                 629.8
Deferred income taxes                                77.8                  70.8
Accrued postretirement benefits                     142.7                 143.0
Other liabilities                                    26.4                  29.1
     Total liabilities                            1,423.4               1,358.3

Stockholders' equity                                840.2                 973.6

Total liabilities and stockholders' equity       $2,263.6              $2,331.9

                            Brown-Forman Corporation
                            Supplemental Information
                              (Dollars in millions)

                                                        Three Months Ended
                                                            January 31,
                                                    2003                  2004

Depreciation and amortization                      $13.8                 $14.3

Excise taxes                                       $91.7                $103.1

Additions to property, plant, and equipment        $18.5                 $13.7

Effective tax rate                                  34.0%                 34.0%

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        136,840               121,385
   - Diluted                                      137,137               122,114

                                                        Nine Months Ended
                                                            January 31,
                                                    2003                  2004

Depreciation and amortization                      $41.5                 $41.7

Excise taxes                                      $237.6                $272.9

Additions to property, plant, and equipment        $54.7                 $42.8

Effective tax rate                                  34.3%                 34.0%

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        136,799               121,305
   - Diluted                                      137,167               121,886

These  figures have been prepared in  accordance  with the  company's  customary
accounting practices.  Share data has been restated to reflect the 2-for-1 stock
split effective in January 2004.