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):     March 1, 2007 (February 28, 2007)

                            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 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On February 28, 2007,  the Board of Directors of  Brown-Forman  Corporation
(the "Corporation") took the following actions:

     (1) elected Paul C. Varga as Chairman of the  Corporation,  effective as of
August 1, 2007.  Mr.  Varga,  age 43, a  twenty-year  employee of  Brown-Forman,
currently  serves as the Chief  Executive  Officer  and a member of the Board of
Directors of the registrant.

     (2)  elected  George  Garvin  Brown IV,  currently a member of the Board of
Directors  and a Vice  President of the  registrant,  to serve as the  Presiding
Chairman of the Corporation's Board of Directors, effective September 27, 2007.

     (3) elected  James S. Welch,  Jr. as a member of the Board of  Directors of
the  Corporation,  effective  March 12, 2007.  The Board has not yet  determined
committee  assignments for Mr. Welch.  Mr. Welch will continue in his roles as a
Vice Chairman of the Corporation and as head of the  Corporation's  strategy and
human  resources  functions.  Mr.  Welch  is not a party to any  arrangement  or
understanding  with any  person  pursuant  to which Mr.  Welch was  elected as a
director.  Mr.  Welch  receives  compensation  for his  service as an  executive
officer  of  the  Corporation,  which  compensation  has  been  approved  by the
Compensation  Committee  of the Board.  Neither Mr.  Welch nor any member of his
immediate  family has a direct or indirect  material  interest in any current or
proposed transaction in which the Corporation was or is to be a participant, for
which disclosure is required pursuant to Item 404(a) of Regulation S-K.

     (4) elected Phoebe A. Wood as a Vice Chairman of the Corporation, effective
March 1, 2007. Ms. Wood will also continue to hold her current position of Chief
Financial Officer.

     Owsley Brown II announced his intention to retire from  management  service
effective  September  30, 2007.  Mr. Brown  intends to continue his service as a
member of the Corporation's Board of Directors.

     Stephen  E.  O'Neil,  a  long-time  director,  has  informed  the  Board of
Directors  that he will retire from the Board on April 30, 2007. The election of
Mr.  Welch to the  Brown-Forman  Corporation  Board will  increase the number of
directors  to  fifteen  until Mr.  O'Neil  retires,  at which time the number of
directors will be fourteen.

Item 7.01.  Regulation FD Disclosure.

     A copy of the press release issued in connection with the election of a new
director and the election and appointment of certain  officers of the registrant
is furnished herewith as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits.

     A copy of the press release issued in connection with the election of a new
director and the  election of certain  officers of the  registrant  is furnished
herewith 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:   March 1, 2007                      By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President and Assistant
                                                 Corporate Secretary

                                                                   Exhibit 99



Louisville,  KY,  March 1, 2007 -  Brown-Forman  Corporation  announced  today a
series of upcoming  changes to its Board of Directors  and within its  executive
team.  They are  designed to further the smooth  leadership  transition  process
already  underway as company  chairman  Owsley  Brown II prepares to retire from
management service this September 30. The Board announced that:

- Paul Varga,  the company's  President and CEO, will succeed Owsley Brown II as
Chairman of Brown-Forman Corporation, effective August 1, 2007, thereby assuming
the  additional  responsibilities  as  executive  chairman of the company  while
maintaining his position as CEO;

- George  Garvin  Brown IV,  currently a member of the Board of Directors of the
company and a Vice  President of the  Corporation,  will take on the new role of
Presiding Chairman of the company's Board of Directors,  effective September 27,
2007,  while  continuing to serve as Jack Daniel's brand director for Europe and
Africa in London;

- James S. Welch,  Jr.,  currently a Vice Chairman of Brown-Forman  Corporation,
has been elected to membership on the Board,  effective  March 12, 2007. He will
continue in his role as the head of the company's  strategy and human  resources

- Phoebe Wood has been promoted from  Executive  Vice President to Vice Chairman
of  Brown-Forman  Corporation,  effective  March 1, 2007,  while  retaining  her
current duties, including that of Chief Financial Officer; and

- Stephen E. O'Neil, a long-time director, will retire from the Board as planned
at the end of April, 2007.

Owsley Brown II, who has worked for the company  since 1968,  reaches  customary
retirement  age for  Brown-Forman  executives at the end of  September.  He will
continue thereafter to serve on the company's Board.

These moves  reflect the Board's  desire to divide  among a number of people the
various  management  and board  responsibilities  that Owsley Brown II has held.
They also  reaffirm  that Paul Varga is the top  executive of the company and is
fully  responsible  to the  Board  for  the  leadership  of all  aspects  of the

"By  designating  Paul  Varga as  Chairman  and Chief  Executive  Officer of the
Corporation, the Board is again declaring its confidence in Paul's leadership of
the  business,  along with that of his strong  senior  team.  They remain  fully
responsible for running our large and growing global  business.  The combination
of a superb Board of Directors - with excellent  independent  directors,  strong
Brown family  representation,  and senior  managers  from the company - together
with a proven senior  management team will provide the leadership from which all
Brown-Forman  stakeholders  should benefit for years to come," said Owsley Brown

As Presiding Chairman of the Board of Directors,  Garvin Brown IV will chair the
Board  meetings and work closely with Paul Varga and the other board  members to
help set the strategic course for the company, encourage the continuation of the
company's high governance  standards,  and generally  facilitate the work of the

"This action continues an important  tradition of the company by maintaining the
active  involvement  of the Brown family in Board  leadership.  Garvin is a very
talented  individual who deeply  understands  and  appreciates  the dual role of
being a Brown family member and a  Brown-Forman  company  executive.  He has the
keen intellect and leadership capacity to be highly successful in this important
role," said Owsley Brown II.

"When fully implemented later this year, these changes will bring to a close the
remarkable  40-year  managerial career of Owsley Brown II," Paul Varga said. "As
the Company's  principal leader since 1993, he has led Brown-Forman  through one
of its most  impressive  periods of growth in the  company's  distinguished  137
years.  During this  period,  he has  orchestrated  a  significant  expansion of
Brown-Forman's  international  business and developed  Jack Daniel's into one of
the world's foremost brands.

"Replacing  Owsley is not  easy,"  Varga  continued.  "We  believe  this is best
accomplished  through the  combination of actions  announced today which will be
implemented later this year. All of us at Brown-Forman have benefited enormously
from his leadership and we look forward to growing the company even further from
the strong foundation that has been built by Owsley and many others before him."

Paul Varga has been with Brown-Forman for 20 years, progressing through a series
of increasingly  important  positions.  In 2003 he was named CEO of Brown-Forman
Beverages,  assuming  many of the  responsibilities  of then  long-time  company
leader  William  M.  Street,  and  was  thereafter  elected  a  director  of the
corporation.  He was named CEO of Brown-Forman Corporation in 2005 and then took
on most of the managerial leadership duties formerly handled by Owsley Brown II.

Garvin Brown IV is the son of George Garvin Brown III, a retired director of the
company,  and is a younger cousin of Owsley Brown II. He is the fifth generation
namesake of the company's  founder and has worked for the company since 1996. He
is a graduate of McGill  University and has Master's degrees from the University
of  British  Columbia  and the  London  Business  School.  He has held sales and
marketing positions at Brown-Forman and also served for two years as director of
the  office  of CEO.  In his role as  Presiding  Chairman,  Brown  will  play an
important  role  in  connecting  with  the  members  of the  Brown  family,  who
collectively  own the majority of the company's  voting stock.  He will continue
his  management  responsibilities  as vice  president  and  director of the Jack
Daniel's brand for Europe and Africa,  where he has had great success in helping
lead the Jack Daniel's brand-building efforts in these very important markets.

Garvin  Brown IV  commented,  "I am deeply  honored by the  Board's  decision to
appoint me as its Presiding Chairman in September.  We have an outstanding Board
and it will be my great  pleasure  to  assist  Paul and the other  directors  in
seeing that our company and shareholders prosper for many years to come."

James Welch, a graduate of Princeton  University,  joined  Brown-Forman in 1989,
after a number of years as an officer of J.P. Morgan Company in New York.  After
starting  as  manager  of  corporate   planning   and   investor   relations  at
Brown-Forman,  he was  promoted  to the  position  now known as  director of the
office of CEO.  From  1995-1998,  Welch  served as vice  president  in charge of
Brown-Forman's   business   consulting  group,   providing   internal  strategic
consulting  services to the  company.  Most  recently  he has led the  company's
corporate strategy and human resources  functions,  a role he will continue as a
Vice Chairman of the Corporation and member of the Board.

Paul Varga said,  "We are  delighted to have Jim join our Board.  He is a highly
valued  member  of our  executive  team and will  continue  Brown-Forman's  long
tradition of strong board  participation  by senior  management,  in conjunction
with excellent independent and family directors."

Phoebe Wood,  who graduated from Smith College and earned her MBA from UCLA, has
been  Brown-Forman's  CFO since joining the company in 2001.  Prior to that, she
was CFO at Motorola  subsidiary Propel Inc. and earlier spent more than 20 years
as an executive at the Atlantic  Richfield Company.  As Vice Chairman,  she will
continue as CFO, and will also continue to have responsibility for the company's
knowledge management, corporate development,  investor relations, and technology
group functions, in addition to its financial functions.

"Phoebe's  promotion  is very  well  deserved.  She is a  highly  respected  and
critical part of our executive  management team. We will rely on her talents and
leadership  skills even more as Owsley  retires from his  management  position,"
said Varga.

Owsley Brown II said of Stephen O'Neil's pending  retirement,  "Steve O'Neil has
been an energetic and enormously helpful member of Brown-Forman's Board for many
years.  He has provided keen insight and candid advice at the Board meetings and
through his service on Board committees. We will miss him very much."

As a  result  of  these  changes,  effective  at  the  end  of  September  2007,
Brown-Forman's Board of Directors will consist of:

   Paul C. Varga, Chairman and CEO of Brown-Forman Corporation
   George Garvin Brown IV, Presiding Chairman of the Board of Directors
   Patrick Bousquet-Chavanne, Group President, The Estee Lauder Companies, Inc.
   Barry D. Bramley, former Chairman and Chief Executive Officer,
     British-American Tobacco Company, Ltd.
   Martin S. Brown, Jr., Partner, Adams and Reese LLP
   Owsley Brown II, former chairman and CEO of Brown-Forman Corporation
   Donald G. Calder, President and Chief Financial Officer, G.L. Ohrstrom & Co.,
   Sandra A. Frazier, founder and member, Tandem Public Relations, LLC
   Richard P. Mayer, former Chairman and Chief Executive Officer, Kraft General
     Foods North America
   William E. Mitchell, Chairman, President and CEO, Arrow Electronics, Inc.
   Matthew R. Simmons, founder and Chairman, Simmons Company International
   William M. Street, former President, Brown-Forman Corporation
   Dace Brown Stubbs, private investor
   James S. Welch, Jr., Vice Chairman, Brown-Forman Corporation

In addition to the  Board-directed  elections and promotions,  Brown-Forman also
announced  that  it is  increasing  the  responsibilities  of  three  additional
Brown-Forman executives.

J. McCauley Brown, Vice President,  Director of Business Services, will on May 1
join the company's  Strategic Resource Allocation  Committee,  from which Owsley
Brown will retire this fall. He has been with Brown-Forman since 1972, initially
working in spirits  sales and then  moving  into brand  management  for  several
brands, including Bolla, Old Forester, and Early Times. Brown holds degrees from
Georgetown University and George Washington University.

Campbell  Brown,  Director,  Southern  Comfort  Americas,  has been named a Vice
President  of  Brown-Forman  Corporation  and will on May 1 join  the  company's
Corporate  Strategy  Committee,  from which  Owsley Brown will step down when he
retires at the end of September.  Campbell Brown has been with the company since
1994 and he spent his early years developing the company's  spirits portfolio in
India, the Philippines and Turkey.  Over the four-year  period of 2001-2005,  he
held positions as both the Southern Comfort U.S. Brand Manager and Jack Daniel's
U.S.  Brand  Manager.  Prior to his current role as Director,  Southern  Comfort
Americas,  Brown had territorial  responsibility  for a number of key East coast
markets,  working with one of the company's key  distributor  partners,  Charmer
Sunbelt. He earned degrees from Rollins College and the University of Miami.

Marshall  Farrer,  Director,  Latin America and the Caribbean,  has been named a
Vice President of Brown-Forman  Corporation and will on May 1 join the company's
Executive  Committee,  from which  Owsley  Brown will retire  this fall.  Farrer
joined  Brown-Forman  in 1998,  working in the company's  wine business until he
became director of the former Brown-Forman  Spirits Americas executive office in
2004.  He moved to his  current  position  as  Director,  Latin  America and the
Caribbean  last year and will  continue to serve in that  capacity when he joins
the  Executive  Committee.  Farrer is a graduate  of Rollins  College and Tulane

"When fully  implemented this fall,  these Board and executive  changes complete
the thoughtful  leadership  transition process begun several years ago by Owsley
Brown II," said Paul Varga. "Brown-Forman and all of its stakeholders owe Owsley
and our Board a debt of gratitude  for their  excellent  work in  preparing  our
independent company for continued growth in the years ahead."

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

Important Note on Forward-Looking Statements:
This release  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, Australian Dollar, and the Mexican Peso;
 - reduced bar, restaurant, hotel and travel business, including travel retail,
   in the wake of terrorist attacks;

 - lower consumer confidence or purchasing associated with high 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;
 - counterfeit production of our products could adversely affect our
   intellectual property rights, brand equity and operating results;
 - adverse developments as a result of state investigations of beverage alcohol
   industry trade practices of suppliers, distributors and retailers.