UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 11-K



             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS

               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


(Mark One)

(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2003

                                       OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934



                          Commission File Number 1-123



       A.  Full Title of Plan:
            Hartmann Employee Savings and Investment Plan

       B.  Name of Issuer of the Securities held Pursuant to the Plan and
           the Address of its Principal Executive Office:

                            Brown-Forman Corporation

                                850 Dixie Highway

                           Louisville, Kentucky 40210






                                     INDEX
                                                                    Pages

Report of Independent Registered Public Accounting Firm               2

Financial Statements:

 Statement of Net Assets Available for Benefits,
    December 31, 2003 and 2002                                        3

 Statement of Changes in Net Assets Available for Benefits
    for the years ended December 31, 2003 and 2002                    4

Notes to Financial Statements                                        5-9

Supplemental Schedules:

 Schedule of Assets (Held at End of Year), December 31, 2003         10

 Schedule of Nonexempt Transactions, December 31, 2003               11

Signatures                                                           12

Consent of Independent Registered Public Accounting Firm             13



             Report of Independent Registered Public Accounting Firm


To the Participants and Administrator of
Hartmann Employee Savings and
    Investment Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statements  of changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of the Hartmann  Employee Savings and Investment Plan (the Plan) at December 31,
2003 and 2002,  and the changes in net assets  available  for  benefits  for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.  These financial statements are the responsibility
of the Plan's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements in accordance  with the  standards of the Public  Company  Accounting
Oversight  Board  (United  States).  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements  taken as a whole.  The  supplemental  schedules of assets
(held at end of year) and nonexempt  transactions  are presented for the purpose
of  additional  analysis  and are not a  required  part of the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974.  These  supplemental  schedules are the
responsibility of the Plan's  management.  The supplemental  schedules have been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  are fairly  stated in all material
respects in relation to the basic financial statements taken as a whole.





/s/ PricewaterhouseCoopers LLP
    Louisville, Kentucky
    May 25, 2004

                                       2


                  Hartmann Employee Savings and Investment Plan
                 Statements of Net Assets Available for Benefits
                           December 31, 2003 and 2002


                                                          2003                                            2002
                                      ----------------------------------------------  ---------------------------------------------
                                      Participant    Nonparticipant                   Participant    Nonparticipant
                                       Directed         Directed          Total        Directed         Directed           Total
                                      -----------    --------------    -----------    -----------    --------------     -----------
                                                                                                      
Investments, at fair value:
   Mutual funds                       $ 3,586,911             --       $ 3,586,911    $ 2,848,363             --        $ 2,848,363
   Money market portfolios                420,452             --           420,452        408,172             --            408,172
   Common collective trust fund         2,644,088             --         2,644,088      2,763,244             --          2,763,244
   Brown-Forman Corporation
    Class B common stock                   87,616         $ 374,987        462,603         40,140         $ 321,494         361,634
   Loans to participants                  212,621             --           212,621        194,680             --            194,680
                                      -----------    --------------    -----------    -----------    --------------     -----------
                                        6,951,688           374,987      7,326,675      6,254,599           321,494       6,576,093

Employers' contributions receivable        46,992             --            46,992         46,872             --             46,872
Employees' contributions receivable        23,377             --            23,377         23,259             --             23,259
                                      -----------    --------------    -----------    -----------    --------------     -----------
Net assets available for benefits     $ 7,022,057         $ 374,987    $ 7,397,044    $ 6,324,730         $ 321,494     $ 6,646,224
                                      ===========    ==============    ===========    ===========    ==============     ===========

The accompanying notes are an integral part of the financial statements.


                                       3


                  Hartmann Employee Savings and Investment Plan
           Statements of Changes in Net Assets Available for Benefits
                 For the Years Ended December 31, 2003 and 2002


                                                          2003                                            2002
                                      ----------------------------------------------  ---------------------------------------------
                                      Participant    Nonparticipant                   Participant    Nonparticipant
                                       Directed         Directed          Total        Directed         Directed           Total
                                      -----------    --------------    -----------    -----------    --------------     -----------
                                                                                                      
Additions:
   Contributions:
      Employer                        $   171,973             --       $   171,973    $   189,892             --        $   189,892
      Employee                            343,440             --           343,440        365,384             --            365,384
                                      -----------    --------------    -----------    -----------     -------------     -----------
                                          515,413             --           515,413        555,276             --            555,276

   Interest income                        131,813             --           131,813        141,950             --            141,950
   Dividend income                         33,419          $  6,683         40,102         31,855          $  7,276          39,131
   Net appreciation (depreciation)
    in fair value                         763,260           118,543        881,803       (996,251)           14,808        (981,443)
   Net transfers from other plans          83,597             --            83,597        100,708             --            100,708
                                      -----------    --------------    -----------    -----------    --------------     -----------
      Total additions                   1,527,502           125,226      1,652,728       (166,462)           22,084        (144,378)
                                      -----------    --------------    -----------    -----------    --------------     -----------

Deductions:
   Withdrawals by participants            850,175            48,387        898,562        452,501            42,457         494,958
   Administrative expenses                  3,164               182          3,346          2,848               142           2,990
                                      -----------    --------------    -----------    -----------    --------------     -----------
      Total deductions                    853,339            48,569        901,908        455,349            42,599         497,948
                                      -----------    --------------    -----------    -----------    --------------     -----------

Interfund transfers                        23,164           (23,164)         --             --                --              --

Net increase (decrease)                   697,327            53,493        750,820       (621,811)          (20,515)       (642,326)

Net assets available for benefits:
   Beginning of year                    6,324,730           321,494      6,646,224      6,946,541           342,009       7,288,550
                                      -----------    --------------    -----------    -----------    --------------     -----------

   End of year                        $ 7,022,057          $374,987    $ 7,397,044    $ 6,324,730          $321,494     $ 6,646,224
                                      ===========    ==============    ===========    ===========    ==============     ===========

The accompanying notes are an integral part of the financial statements.


                                       4


                  Hartmann Employee Savings and Investment Plan
                         Notes to Financial Statements

 1.    Description of Plan:

       The sponsor of the Hartmann Employee Savings and Investment Plan
       (the Plan), Brown-Forman Corporation (the Sponsor), is a diversified
       producer and marketer of fine quality consumer products in domestic and
       international markets.  The Sponsor's operations include the production,
       importing, and marketing of wines and distilled spirits and the
       manufacture and sale of luggage and, through the Lenox, Incorporated
       division, the manufacture and sale of china, crystal and silver.

       The following brief description of the Plan is provided for general
       information purposes only.  Participants should refer to the plan
       agreement for more complete information.

       a. General: The Plan is a defined contribution plan covering
          substantially all salaried employees of Hartmann Luggage Company (the
          Company).  An employee becomes eligible to participate in the Plan on
          the employment commencement date.  The Plan is subject to the
          provisions of the Employee Retirement Income Security Act of 1974
          (ERISA).

       b. Contributions:  Non-highly compensated employees may contribute to the
          Plan between 1% and 50% of their annual compensation, and highly
          compensated employees may contribute between 1% and 15% of their
          annual compensation, not to exceed the Section 402(g) (of the Internal
          Revenue Code of 1986) limitation in effect for the 2003 calendar year,
          currently $12,000.  New employees may transfer assets from their
          former employers' qualified plans to the Plan, but cannot make any
          further contributions until they meet the eligibility requirements to
          participate in the Plan.

          For nonretail employees, the Company's matching contribution is equal
          to 75% of the participant's elective deferral for the first 5% of the
          participant's annual compensation.  For retail employees, the
          Company's matching contribution is equal to 50% of the participant's
          elective deferral for the first 2% of annual compensation and an
          additional 25% of the remainder of the participant's elective deferral
          up to 10% of annual compensation.

          The Company also makes a Company Retirement (CORE) contribution to
          each salaried employee of the retail division who is employed on the
          last day of the plan year, except those employees at the plant
          location in Lebanon, Tennessee, in an amount equal to 3% of the
          employee's eligible compensation during the year.

          Effective January 1, 2002, participants who have attained age 50
          before December 31, 2002 may contribute an additional catch-up
          contribution, subject to the limitations of the Internal Revenue Code
          (IRC) and the Plan.  Effective January 1, 2004, eligible participants
          who have attained age 50 before the close of the plan year shall be
          eligible to make catch-up contributions in an amount from 1% to 50% of
          the employee's compensation, subject to the limitations of the IRC.

                                       5


          Each participant's account is credited with the participant's
          contribution on a monthly basis and an allocation of (i) the Company's
          matching contribution on a quarterly basis, and (ii) plan earnings on
          a daily basis, and (iii) the CORE contribution on an annual basis.
          Allocations are based on the participants' contributions and
          compensation as defined in the Plan.  The total annual contributions,
          as defined by the Plan, credited to a participant's account in a plan
          year may not exceed the lesser of (i) $40,000, or (ii) 100% of the
          participant's compensation in the plan year.  Additional maximum
          limits exist if the employee participates in a qualified defined
          benefit plan maintained by the Company.  Forfeited balances of
          terminated participants' nonvested accounts are used first to
          reinstate previously forfeited account balances of re-employed
          participants, if any, and the remaining amounts are used to reduce
          future company contributions. The forfeited balances totaled $3,816
          and $618 for 2003 and 2002, respectively.

          Participants can allocate contributions among various investment
          options in 1% increments.  The Plan currently offers ten mutual funds,
          one investment contract portfolio, and the Brown-Forman Corporation
          Class B common stock fund as investment options to participants.

       c. Paysop Fund:  This nonparticipant directed fund consists of company
          contributions of Class B nonvoting common stock of Brown-Forman
          Corporation.  Contributions for any plan year were limited to one-half
          of one percent of the annual compensation of all employees covered by
          the Plan; however, the Company is no longer contributing to this fund.
          This fund will be eliminated when all stock allocated to participants
          is withdrawn.

       d. Vesting:  Participants are immediately vested in their employee
          contributions plus actual earnings thereon.  An employee becomes 100%
          vested in the CORE contribution after five years of service with the
          Company.  Vesting in the Company's contribution is 25% per year of
          continuous service with the Company.  Participants will become 100%
          vested in their company contributions account in case of death, normal
          retirement, or total and permanent disability.

       e. Withdrawals:  Upon termination of service, a participant can elect to
          transfer his vested interest in the participant directed portion of
          the Plan to the qualified plan of his new employer, roll over his
          funds into an Individual Retirement Account, or receive his vested
          interest in the Plan in a lump-sum amount or in the form of
          installment payments over a period of time not to exceed his life
          expectancy.  If the vested account balance is less than $5,000, a
          lump-sum distribution will be made.  In the event of death, the
          participant's beneficiary will receive the vested interest in a
          lump-sum payment.  A participant may also withdraw vested interest
          of the participant directed funds in the case of financial hardship
          under guidelines promulgated by the Internal Revenue Service.
          The participant's contribution shall be suspended for six months after
          the receipt of a hardship distribution.

                                       6


          Withdrawals of the Paysop Fund benefits can be made in cash or a
          single payment of the related common stock. If payment in common stock
          is elected, fractional shares are paid in cash.

          In addition, a participant may request permission from the plan
          administrator to borrow a portion of such participant's vested accrued
          benefit under the Plan.  Loans shall be limited to the lesser of
          $50,000 or 50% of the vested account balance.  Loans must bear a
          reasonable rate of interest, be collateralized, and be repaid within
          five years.  Participants do not share in the earnings from the Plan's
          investments to the extent of any outstanding loans, except that the
          interest paid on such loans is allocated directly to the participant's
          account.

 2.    Summary of Significant Accounting Policies:

       a. Basis of Accounting:  The financial statements of the Plan are
          prepared under the accrual method of accounting.  Withdrawals by
          participants are recorded when paid.  Purchases and sales of
          securities are recorded on a trade-date basis.  Interest income is
          recorded on the accrual basis.  Dividends are recorded on the ex-
          dividend date.

       b. Valuation of Investments:  The Plan's investments are stated at fair
          value.  Quoted market prices are used to value investments.  Shares of
          mutual funds and common collective trust fund are valued at the net
          asset value of shares held by the Plan at year end.  Participant loans
          are valued at their outstanding balances, which approximate fair
          value. The Brown-Forman Corporation Stock Fund is comprised of
          Brown-Forman Corporation Class B shares, which are valued at the
          quoted closing market price, and a cash component.

          The Plan presents in the accompanying statements of changes in net
          assets available for benefits the net appreciation or depreciation
          in the fair value of its investments which consists of the realized
          gains or losses and the unrealized appreciation or depreciation on
          those investments.

       c. Management Estimates:  The preparation of financial statements in
          conformity with generally accepted accounting principles requires
          management to make estimates and assumptions that affect the reported
          amounts of net assets available for benefits and disclosure of
          contingent assets and liabilities at the dates of the financial
          statements and the reported amounts of additions to and deductions
          from net assets during the reporting periods.  Actual results could
          differ from those estimates.

                                       7


       d. Reclassifications:  Certain financial statement amounts have been
          reclassified in the prior year to conform with current year
          presentations.  These reclassifications had no effect on total net
          assets available for benefits or the increase (decrease) in net assets
          available for benefits.


 3.    Investments:

       The Plan's investments are held by a custodian trust company.  The
       following table presents the fair value of investments.  Investments
       that represent 5% or more of the Plan's net assets are separately
       identified.


                                                                    December 31
                                           --------------------------------------------------------------
                                                       2003                              2002
                                           ----------------------------      ----------------------------
                                             Number of                         Number of
                                           Shares, Units                     Shares, Units
                                           or Principal                      or Principal
                                              Amount         Fair Value         Amount         Fair Value
                                           -------------     ----------      -------------     ----------
                                                                                   

       Investments at fair value:
          Fidelity Magellan Fund                 30,216     $ 1,086,397            12,254     $   967,551
          Fidelity Equity-Income Fund            11,115         602,263            12,877         510,826
          Fidelity Growth Company                12,106         706,044            13,108         464,289
          Fidelity Retirement Money
           Market Portfolio                     420,452         420,452           408,172         408,172
          Managed Income Portfolio            2,644,088       2,644,088         2,763,244       2,763,244
          Brown-Forman Corporation Class B
           Common Stock Fund                      5,723          87,616             3,824          40,140
          Other investments                      58,374       1,404,828            53,023       1,100,377
                                                             ----------                        ----------
                                                              6,951,688                         6,254,599

       Common stock:
          Brown-Forman Corporation
           Class B common stock*                 24,493         374,987            29,723         321,494
                                                             ----------                        ----------
                                                            $ 7,326,675                       $ 6,576,093
                                                             ==========                        ==========
          *Nonparticipant directed


       During 2003 and 2002, the Plan's investments,  including gains and
       losses on investments bought and sold, as well as held during the year,
       appreciated (depreciated) in value as follows:

                                               2003                2002
                                            ----------          ----------
       Participant directed:
          Mutual funds                      $  747,436          $ (998,282)
          Brown-Forman Corporation
           Class B Common Stock Fund            15,824               2,031
                                            ----------          ----------
                                               763,260            (996,251)
       Nonparticipant directed:
          Brown-Forman Corporation
           Class B common stock                118,543              14,808
                                            ----------          ----------
            Total                           $  881,803          $ (981,443)
                                            ==========          ==========

                                       8


 4.    Tax Status:

       The Internal Revenue Service has determined, and informed the Company
       by a letter dated April 16, 2003, that the Plan and related trust are
       designed in accordance with the applicable sections of the IRC.  The Plan
       has been amended since receiving the determination letter.  However, the
       Company believes that the Plan is designed and is currently being
       operated in compliance with the applicable requirements of the IRC.


 5.    Plan Termination:

       Although it has not expressed any intent to do so, the Company has the
       right under the Plan to discontinue its contributions at any time and to
       terminate the Plan subject to the provisions of ERISA.  In the event of
       plan termination, participants will become 100% vested in their accounts.


 6.    Related Party Transactions:

       Certain Plan investments are shares of mutual funds managed by Fidelity
       Management Trust Company (Fidelity).  Fidelity is the trustee as defined
       by the Plan and, therefore, these transactions qualify as party-in-
       interest transactions.

       Certain administrative costs incurred by the Plan are paid by the
       Company.  Effective January 1, 2002, general administrative expenses of
       the third party recordkeeper and the administration fee for processing
       loans are allocated to the participants' accounts.  Administrative
       expenses of $3,346 in 2003 and $2,990 in 2002 were allocated to
       participants' accounts.  Effective July 1, 2002, participant
       recordkeeping fees were waived by the third party recordkeeper.


7.     Risks and Uncertainties:

       The Plan invests in various investment securities.  Investment securities
       are exposed to various risks such as interest rate, market, and credit
       risks.  Due to the level of risk associated with certain investment
       securities, it is at least reasonably possible that changes in the values
       of investment securities will occur in the near term and that such
       changes could materially affect participants' account balances and the
       amounts reported in the statement of net assets available for benefits.

                                       9



                  Hartmann Employee Savings and Investment Plan
                            Plan #018 EIN #61-0143150
                             Schedule H, Line 4i --
                    Schedule of Assets (Held at End of Year)
                                December 31, 2003



                                  Description of Investment Including
Identity of Issue, Borrower,       Maturity Date, Rate of Interest,                       Current
  Lessor or Similar Party          Collateral, Par or Maturity Value          Cost         Value
----------------------------      -----------------------------------       --------    -----------
                                                                               

PBHG Growth Fund                Mutual fund, variable rate and maturity        --       $    84,844
Janus Enterprise Fund           Mutual fund, variable rate and maturity        --           346,654
Janus Worldwide Fund            Mutual fund, variable rate and maturity        --           259,859
PIMCO Total Return Fund         Mutual fund, variable rate and maturity        --           226,254
Fidelity Magellan Fund*         Mutual fund, variable rate and maturity        --         1,086,397
Fidelity Equity-Income Fund*    Mutual fund, variable rate and maturity        --           602,263
Fidelity Growth Company Fund*   Mutual fund, variable rate and maturity        --           706,044
Fidelity Asset Manager*         Mutual fund, variable rate and maturity        --           205,458
Fidelity Retirement Money       Money market portfolio, variable rate
 Market Portfolio*               and maturity                                  --           420,452
Managed Income Portfolio*       Common collective trust fund, variable
                                 rate and maturity                             --         2,644,088
Spartan U.S. Equity Index
 Fund*                          Mutual fund, variable rate and maturity        --            69,138
Brown-Forman Corporation*       Class B common stock fund                      --            87,616
Brown-Forman Corporation*       Class B common stock                        $317,637        374,987
Participant loans*              Loans, 5.50% rate, variable maturity           --           212,621
                                                                                        -----------
                                                                                        $ 7,326,675
                                                                                        ===========

*Party-in-interest to the Plan



                                       10


                  Hartmann Employee Savings and Investment Plan
                            Plan #018 EIN #61-0143150
                             Schedule G, Part III --
                       Schedule of Nonexempt Transactions
                                December 31, 2003



                               Description of
               Relationship    Transactions,
                 to Plan,        Including
               Employer,or     Maturity Date,                                          Expense                            Net Gain
Identity of       Other       Rate of Interest,                                        Incurred               Current     or (Loss)
  Party          Party-In     Collateral,Par or         Purchase   Selling   Lease       with       Cost of    Value       on Each
 Involved        Interest      Maturity Value            Price      Price    Rental   Transaction    Asset    of Asset   Transaction
-----------    ------------   -----------------         --------   -------   ------   -----------   -------   --------   -----------
                                                                                              

Employees.     Employee        The plan's recordkeeper     --        --        --         --          --         --          --
               loans.          failed to implement a
                               plan loan interest rate
                               change as directed by
                               the plan administrator.
                               This resulted in the
                               plan continuing to use
                               a prior year's rate,
                               causing loans to be
                               processed at an
                               interest rate other
                               than that set forth by
                               the plan and that
                               could be considered
                               higher than a
                               reasonable rate of
                               interest. The plan is
                               in the process of
                               correcting this error.




                                       11





                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Hartmann Employee Savings and Investment Plan has duly caused this report to be
signed on behalf of the Plan Administrator by the undersigned thereunto duly
authorized.


HARTMANN EMPLOYEE SAVINGS AND INVESTMENT PLAN

BY:



/s/ James S. Welch, Jr.
James S. Welch, Jr.
Member, Employee Benefits Committee
(Plan Administrator)

Vice Chairman, Strategy and Human Resources
Brown-Forman Corporation


June 25, 2004

                                       12


                                                                      EXHIBIT

            Consent of Independent Registered Public Accounting Firm

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No. 333-74567) of Brown-Forman  Corporation of our report
dated  May 25,  2004  relating  to the  financial  statements  and  supplemental
schedules of the Hartmann Employee Savings and Investment Plan as of and for the
years ended December 31, 2003 and 2002 which appear in this Form 11-K.






/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Louisville, Kentucky
June 25, 2004
                                       13