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):     May 23, 2008 (May 22, 2008)

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

On  May  22,  2008,  Director  Owsley  Brown  II,  former  Chairman  and  CEO of
Brown-Forman  Corporation (the  "Company"),  provided notice that he will retire
from director service when his term expires July 24, 2008.

On May 23, 2008,  the Company  issued a press  release  announcing  Mr.  Brown's
retirement  from the Board and other Board changes.  A copy of the press release
issued by the Company is furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

 (d)      Exhibits

          99.1  Press Release dated May 23, 2008


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:   May 23, 2008                       By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Associate General Counsel
                                                 and Assistant Secretary

                                                                 Exhibit 99.1



Louisville,  KY, May 23, 2008 - Brown-Forman Corporation announced today several
upcoming  changes  to its  Board of  Directors  as part of its  long-term  Board
succession plan. These moves provide for continuity of the work of the Board and
its  various  committees,  and also  preserve  a balance  of  skills,  long-term
shareholder  perspective,  and relevant,  deep, and diverse business  experience
both  from  within  Brown-Forman  and  from a range  of  other  enterprises  and

 - Owsley Brown II, former Chairman and CEO, has decided to retire from the
   Board when his term expires at the upcoming  annual meeting this July. This
   will conclude a remarkable  37-year service on the Board,  which included
   12 years as the Board's Chairman.

 - The Board has asked Donald G. Calder to extend his Board service beyond the
   normal retirement age of 71 until next year's annual shareholders' meeting.
   He has served as an independent director since 1995 and is Chairman of the
   Audit Committee.

 - The Board has adopted an expanded charter for the Nominating Committee and
   renamed it the Corporate Governance and Nominating Committee.  This committee
   will continue to be chaired by independent director Richard P. Mayer.

Owsley Brown said, "I will retire as a director buoyed by my great confidence in
this strong and capable Board and the senior  leadership of the Company.  I also
want to thank all of our  shareholders,  employees and partners  throughout  the
world who are  working to ensure  the  long-term  success  and  independence  of
Brown-Forman.  I plan to keep fully  abreast of  Brown-Forman's  challenges  and
progress so that I can best continue my advocacy of the Company."

Company  Chairman and CEO Paul Varga said,  "We look forward to  continuing  the
growth of the  Company  from the  strong  foundation  built by  Owsley  and many
others. His leadership,  dedication and passion for Brown-Forman, its people and
its brands over the last four decades are a wonderful  legacy and an example for
all Brown-Forman employees."

Presiding  Chairman of the Board of Directors  Garvin Brown IV said,  "The Board
and shareholders are deeply grateful to Owsley for his  extraordinary  record of
service.  He has long been a champion of thoughtful  succession planning and his
retirement  from our  Board is  another  example  of how to do it  successfully,
striking  just the right balance of leadership  continuity  and change.  It also
marks another  important  milestone in the transition of leadership from the 4th
to the 5th generation of controlling family shareholders."

He then  added,  "We also  thank Don  Calder  for  agreeing  to extend his board
service and Dick Mayer for his  acceptance of added board  responsibility.  They
exemplify the service and shareholder-orientation  that have long been hallmarks
of our Board."

Owsley Brown's  retirement from the Brown-Forman board will reduce the number of
directors to 13 from 14.

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


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:

 - continuation of the deterioration in general economic conditions,
   particularly in the United States where we earn about half of our profits,
   including higher energy prices, declining home prices, deterioration of the
   sub-prime lending market, or other factors;
 - pricing, marketing and other competitive activity focused against our major
 - lower consumer confidence or purchasing related to economic conditions, major
   natural disasters, terrorist attacks or widespread outbreak of infectious
 - 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 in international
 - fluctuations in the U.S. dollar against foreign currencies, especially the
   British pound, euro, Australian dollar, and the South African rand;
 - reduced bar, restaurant, hotel and travel business, including travel retail;
 - 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;
 - adverse impacts relating to our acquisition strategies or our integration of
   acquired businesses and conforming them to the company's trade practice
   standards, financial controls environment and U.S. public company
 - price increases in energy or raw materials, including grapes, grain, agave,
   wood, glass, and plastic;
 - changes in climate conditions and agricultural uncertainties that adversely
   affect the supply of grapes, agave, grain or wood;
 - termination of our rights to distribute and market agency brands in our
 - press articles or other public media related to our company, brands,
   personnel, operations, business performance or prospects;
 - counterfeit production of our products and any resulting negative effect on
   our intellectual property rights or brand equity; and
 - adverse developments stemming from state or federal investigations of
   beverage alcohol industry marketing or trade practices of suppliers,
   distributors or retailers.