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):     August 31, 2006

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

   Delaware                  002-26821            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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

Brown-Forman Corporation issued a press release today, August 31, 2006 reporting
results of its  operations for the fiscal quarter ended July 31, 2006. A copy of
this Brown-Forman Corporation press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

 (a)      Not applicable.
 (b)      Not applicable.
 (c)      Exhibits.
          99.1     Press Release, dated August 31, 2006


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:   August 31, 2006                    By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President and
                                                Assistant Corporate Secretary

Exhibit Index
99.1  Press Release, dated August 31, 2006, issued by Brown-Forman Corporation,
      reporting results of operations for the fiscal quarter ended July 31,

                                                                 Exhibit 99.1



Louisville,  KY, August 31, 2006 -  Brown-Forman  Corporation  reported  diluted
earnings per share from  continuing  operations for its first quarter ended July
31, 2006 of $0.76, up 6% from the $0.71 earned in the same prior year period.(1)
Prior  year  earnings  benefited  from a $0.07 per  share  gain  related  to the
termination of distribution rights to third party agency brands.  Excluding this
gain and a $0.05 per share  quarter-over-quarter  benefit of  foreign  exchange,
earnings  per share  grew 11%.  Volume  growth and  margin  improvement  for the
company's  premium global  portfolio,  led by Jack Daniel's  Tennessee  Whiskey,
drove  results in the  period.  Nearly  every brand in the  company's  portfolio
recorded  gross  profit  gains in the  quarter,  also  contributing  to earnings

Revenues  and  gross  profit  increased  by 17% and  16%,  respectively,  in the
quarter. Comparisons to the prior year were affected by the previously mentioned
foreign exchange benefit and changes in the company's distribution  arrangements
in Australia and Germany,  the most significant of which resulted in the company
now being responsible for the collection and remittance of excise taxes in these
markets. These changes had the effect of boosting revenue by $33 million, or 6%,
while  lowering the gross margin by  approximately  2.2 percentage  points.  The
company's  gross  margin  on a  stripped  net  sales  basis  (gross  profit as a
percentage of net sales excluding  excise tax) was 68.7%, up  approximately  1.3
percentage points.  Management  believes this measure provides a more meaningful
metric given the structural changes in distribution that have occurred.

(1) All financial and statistical information included in this press release
    reflects continuing operations of the Company's businesses for all periods
    presented unless otherwise indicated.

Advertising  expenses in the quarter were up $9 million,  or 12%, as a result of
additional investments behind the company's premium global brands. SG&A expenses
increased  approximately  $21 million,  or 19%,  compared to the same prior year
period due in part to incremental costs associated with changes in the company's
distribution  arrangements in Australia and Germany,  which were  accompanied by
corresponding increases in gross profit. Additionally,  expenses associated with
the reorganization and consolidation of the company's wine and spirits sales and
marketing  organizations  contributed  to the  increase in SG&A  spending in the

Operating  income  increased $7 million,  up 5% over the prior year  period,  as
gross profit growth more than offset higher SG&A and brand investments. As noted
above,  the prior  year's  first  quarter  included  $14  million of income from
consideration  received for the termination of the company's distribution rights
to third party agency brands,  which  negatively  affected  quarter-over-quarter
comparisons.  Excluding  the impact of this item and the  current  year  foreign
exchange benefit of nearly $10 million, operating income grew approximately 10%.

Jack  Daniel's  global  depletions(2)  grew at a  mid-single  digit  rate in the
quarter.  Outside of the U.S.,  volumes were up at a  double-digit  rate, led by
strong growth in  Continental  Europe and Asia. In the U.S.,  the brand's volume
growth moderated,  increasing at a low-single digit rate for the quarter. Global
volumes for Southern  Comfort grew 5% in the quarter,  as double-digit  gains in
the U.S. more than offset declines  internationally.  Finlandia volumes remained
solid,  fueled by double-digit rate gains in Poland, the brand's largest market,
and a high-single digit growth rate in the U.S.

(2) Depletions are shipments from wholesale distributors to retail customers,
    and are commonly regarded in the industry as an approximate measure of
    consumer demand.

Full-Year Outlook

The company's full-year earnings outlook remains unchanged at $3.10 to $3.30 per
share,  representing  growth of 7% to 14% over  comparable  prior year earnings.
Despite the favorable  impact of foreign  exchange,  the company has not changed
its  outlook  for the  remainder  of this  fiscal  year  given  the  uncertainty
surrounding the domestic economic  environment,  slightly moderating U.S. growth
trends for Jack  Daniel's,  and the impact of lower volumes and higher costs for
the company's mid-priced wine brands.

This  outlook  excludes  the  recently  announced   agreement  to  acquire  Casa
Herradura. As previously communicated,  we project the pending acquisition to be
dilutive to our earnings  through  fiscal  2009.  In fiscal 2007 we estimate the
transaction will dilute earnings in the range of $0.08 to $0.12 per share.

Brown-Forman  will host a conference  call to discuss first  quarter  results at
9:30 a.m. (EDT) today.  Please note the new time for the conference call is 9:30
a.m., not 10:00 a.m.

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 the participants  dial in approximately ten minutes in
advance of the 9:30 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,  and then click on the
link to "Investor Information."

For those  unable to  participate  in the live call,  a digital  replay  will be
available by calling  800-642-1687 (U.S.) or 706-645-9291  (international).  The
identification code is 3602847. A digital audio recording of the conference call
will  also be  available  on the web  page  approximately  one  hour  after  the
conclusion of the conference call. The replays will be available for at least 30

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,  and
Hartmann Luggage.

This report  contains  statements,  estimates,  or projections  that  constitute
"forward-looking  statements"  as defined under U.S.  federal  securities  laws.
Generally,   the  words  "expect,"  "believe,"  "intend,"   "estimate,"  "will,"
"anticipate," and "project," and similar expressions  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.
We  believe  that  the   expectations   and  assumptions  with  respect  to  our
forward-looking statements are reasonable. But by their nature,  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
in some  cases are out of our  control.  These  factors  could  cause our actual
results to differ materially from  Brown-Forman's  historical  experience or our
present expectations or projections.  Here is a non-exclusive list of such risks
and uncertainties:

 - changes in general economic conditions, particularly in the United States
   where we earn a significant portion of our profits;
 - lower consumer confidence or purchasing in the wake of catastrophic events;
 - tax increases, whether at the federal or state level or in major
   international markets and/or tariff barriers or other restrictions affecting
   beverage alcohol;
 - limitations and restrictions on distribution of products and alcohol
   marketing, including advertising and promotion, as a result of stricter
   governmental policies adopted either in the United States or globally;
 - adverse developments in the class action lawsuits filed against Brown-Forman
   and other spirits, beer and wine manufacturers alleging that our industry
   conspired to promote the consumption of alcohol by those under the legal
   drinking age;
 - a strengthening U.S. dollar against foreign currencies, especially the
   British Pound, Euro, and Australian Dollar;
 - reduced bar, restaurant, hotel and travel business, including travel retail,
   in the wake of terrorist attacks;
 - lower consumer confidence or purchasing associated with rising energy prices;
 - longer-term, a change in consumer preferences, social trends or cultural
   trends that results in the reduced consumption of our premium spirits brands;
 - changes in distribution arrangements in major markets that limit our ability
   to market or sell our products;
 - increases in the price of energy or raw materials, including grapes, grain,
   wood, glass, and plastic;
 - excess wine inventories or a world-wide oversupply of grapes;
 - termination of our rights to distribute and market agency brands included in
   our portfolio;
 - adverse developments as a result of state investigations of beverage alcohol
   industry trade practices of suppliers, distributors and retailers.

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

                                       Three Months Ended
                                            July 31,
                                      2005           2006         Change
                                     ------         ------        ------
   Net sales                         $547.5         $639.7          17%
   Gross profit                       303.0          351.4          16%
   Advertising expenses                72.3           81.2          12%
   Selling, general, and
    administrative expenses           110.3          131.0          19%
   Other expense (income), net        (13.7)          (2.0)
      Operating income                134.1          141.2           5%
   Interest expense, net                2.6            1.2
      Income before income taxes      131.5          140.0           6%
   Income taxes                        44.0           46.2
      Net income                       87.5           93.8           7%

   Earnings per share:
      Basic                            0.72           0.76           7%
      Diluted                          0.71           0.76           6%

   Net loss                          $(74.7)        $ (0.1)

   Loss per share:
      Basic                           (0.62)            --
      Diluted                         (0.61)            --

   Net income                         $12.8          $93.7

   Earnings per share:
      Basic                            0.10           0.76
      Diluted                          0.10           0.76


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

                                                 April 30,             July 31,
                                                   2006                  2006
                                                 --------              --------
Cash and cash equivalents                        $  474.8              $  219.9
Short-term investments                              159.9                 186.3
Accounts receivable, net                            328.4                 331.2
Inventories                                         523.0                 546.6
Other current assets                                124.0                 102.5
                                                  -------               -------
     Total current assets                         1,610.1               1,386.5

Property, plant, and equipment, net                 428.5                 438.5
Trademarks and brand names                          324.9                 442.1
Goodwill                                            195.4                 324.3
Prepaid pension cost                                146.1                 143.1
Other assets                                         23.2                  22.1
                                                  -------               -------
     Total assets                                $2,728.2              $2,756.6
                                                  =======               =======

Accounts payable and accrued expenses            $  292.9              $  249.1
Accrued income taxes                                 48.3                  79.1
Dividends payable                                     --                   34.4
Short-term borrowings                               225.0                 198.1
Other current liabilities                             2.9                   2.0
                                                  -------               -------
     Total current liabilities                      569.1                 562.7

Long-term debt                                      351.6                 353.6
Deferred income taxes                               132.8                 129.1
Accrued postretirement benefits                      77.9                  79.5
Other liabilities                                    33.7                  17.9
                                                  -------               -------
     Total liabilities                            1,165.1               1,142.8

Stockholders' equity                              1,563.1               1,613.8
                                                  -------               -------

Total liabilities and stockholders' equity       $2,728.2              $2,756.6
                                                  =======               =======


                            Brown-Forman Corporation
                 Condensed Consolidated Statements of Cash Flows
                              (Dollars in millions)

                                                          Three Months Ended
                                                               July 31,
                                                        2005              2006
                                                       ------            ------
Cash flows from operating activities:
   Continuing operations                               $ 49.4            $ 75.8
   Discontinued operations                              (15.7)              0.8
                                                       -------           -------
         Cash provided by operating activities           33.7              76.6

Cash flows from investing activities:
   Acquisition of business                                 --            (250.1)
   Short-term investments                                  --             (26.4)
   Additions to property, plant, and equipment           (8.0)            (10.6)
   Other                                                 (1.1)             (0.9)
                                                       -------           -------
         Cash used for investing activities              (9.1)           (288.0)

Cash flows from financing activities:
   Net decrease in debt                                 (30.0)            (29.3)
   Dividends paid                                       (29.9)            (34.4)
   Other                                                  5.7              20.2
                                                       -------           -------
         Cash used for financing activities             (54.2)            (43.5)
                                                       -------           -------

Net decrease in cash and cash equivalents               (29.6)           (254.9)

Cash and cash equivalents, beginning of period          294.9             474.8
                                                       -------           -------
Cash and cash equivalents, end of period               $265.3            $219.9
                                                       =======           =======


                            Brown-Forman Corporation
                           Continuing Operations Only
                            Supplemental Information
                 (Dollars in millions, except per share amounts)

                                                        Three Months Ended
                                                             July 31,
                                                    2005                  2006
                                                   ------                ------

Depreciation and amortization                       $10.8                 $10.2

Excise taxes                                        $97.7                $128.4

Effective tax rate                                  33.4%                 33.0%

Cash dividends paid per common share               $0.245                $0.280

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        121,945               122,613
   - Diluted                                      123,161               124,066

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