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 28, 2008 (August 28, 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:

[ ] 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  28,  2008,
reporting  results of its operations for the fiscal quarter ended July 31, 2008.
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 28, 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:   August 28, 2008                    By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President, Associate
                                                General Counsel and Assistant
                                                Corporate Secretary

Exhibit Index

Number     Description

99.1       Press Release, dated August 28, 2008, issued by Brown-Forman
           Corporation, reporting results of operations for the fiscal quarter
           ended July 31, 2008.

                                                                 Exhibit 99.1



Louisville, KY, August 28, 2008 - Brown-Forman Corporation reported earnings per
share decreased 5% to $0.73 and operating  income  decreased 10% to $141 million
for the company's  first  quarter of fiscal 2009.  This decline was due to a $22
million pre-tax ($16 million  after-tax)  non-cash charge related to an abnormal
number of  agave(1)  plants  identified  during  the  quarter  as dead or dying.
Excluding this $0.13 per share non-cash  charge,  earnings per share rose 12% to
$0.86  and  operating  income  grew 5% to $163  million  as  earnings  per share
benefited from reduced net interest  expense,  a lower effective tax rate, and a
lower number of shares outstanding following the fiscal 2008 share repurchase.

Reported net sales for the first  quarter ended July 31, 2008 were $790 million,
an increase of 7% from the prior-year period.  Adjusting for the items listed on
Schedule  A of  this  press  release,  underlying(2)  net  sales  grew  4%,  and
underlying operating income grew 3% versus the same period last fiscal year.

 - Jack Daniel's Tennessee Whiskey first quarter reported net sales increased in
   the mid-single digits, or in the low single digits on a constant currency(3)
   basis, reflecting the benefit of price increases. Global depletions(4)
   declined 1% for the period as gains in Eastern Europe and flat U.S. volumes
   were offset by declines in markets with softening economies, particularly
   Germany, the U.K., and South Africa.


(1) Agave is the primary raw material used in the company's tequila production.
(2) Underlying growth represents the percentage growth in reported financial
    results in accordance with GAAP, adjusted for certain items. A
    reconciliation from reported to underlying net sales, gross profit,
    advertising expense, SG&A, and operating income (non-GAAP measures) growth
    for the quarter, and the reasons why management believes these adjustments
    to be useful to the reader, are included in Schedule A and the notes to
    this press release.
(3) Constant currency represents reported net sales with the cost/benefit of
    currency movements removed. Management uses the measure to understand the
    growth of the business on a constant dollar basis, as fluctuations in
    exchange rates can distort the underlying growth of the business both
    positively and negatively.
(4) Depletions are shipments from wholesaler distributors to retail customers,
    and are commonly regarded in the industry as an approximate measure of
    consumer demand.

 - Gentleman Jack net sales increased by double digits on both a reported and a
   constant currency basis for the period.  Jack Daniel's Single Barrel
   delivered solid net sales growth.  While the Jack Daniel's & Cola brand
   experienced significant volume declines due to a substantial increase in
   ready-to-drink excise taxes in Australia, global reported net sales grew in
   the mid-single digits, but declined in the high single digits on a constant
   currency basis.

 - Finlandia net sales increased by double digits on both a reported and a
   constant currency basis in the period, reflecting higher volumes and pricing
   gains.  Global depletions grew in the high single digits, led by continued
   double-digit growth in Eastern Europe.

 - Southern Comfort net sales, both reported and in constant currency, declined
   in the mid-single digits during the quarter.  Volume declines, due in part to
   softness of the on-premise channel in the brand's major markets, were offset
   partially by price increases.

 - Reported and constant currency net sales for Sonoma-Cutrer, Bonterra,
   Chambord, Tuaca, and Woodford Reserve grew at double-digit rates for the
   quarter.  The Casa Herradura portfolio's net sales grew by double digits on
   a reported basis and in the mid-single digits on a constant currency basis.

Reported gross profit declined 3%, while underlying gross profit gained 1% after
adjusting for the non-cash charge related to agave  inventory,  the benefit of a
weaker U.S. dollar, discontinued agency relationships,  and estimated changes in
global trade  inventories.  Underlying gross profit growth lagged underlying net
sales  trends,  as grain and energy cost  pressures  outpaced  the rate of price

Reported advertising investments increased 3% over the prior year first quarter.
Adjusting for the weaker U.S.  dollar and the absence of spending  behind exited
agency brands,  underlying  advertising  investments  were flat for the quarter.
This reflects a reallocation of spending to those brands,  markets, and channels
where we believe the consumer and trade are more responsive to the  investments,
as well  as  some  shifting  of  seasonal  investments.  Selling,  general,  and
administrative  (SG&A)  expenses  increased 1% over the first quarter last year.
Adjusting for the weaker U.S. dollar and transition  costs related to the fiscal
2007  Casa  Herradura   acquisition,   SG&A  decreased  1%,   demonstrating  the
continuation  of tight  management of expenses and the leveraging of investments
made in prior years.

Full-Year Outlook

Due to the non-cash  agave  charge in the  quarter,  the company is reducing its
fiscal 2009 full year earnings per share  guidance to a range of $3.60 to $3.85,
representing growth of 1% to 7% over prior-year earnings.  Excluding the charge,
fiscal 2009 guidance remains unchanged.  The guidance incorporates  expectations
of  improving  volumetric  global  trends for Jack  Daniel's,  benefits of price
increases,  continued cost pressures,  continued tight control of  discretionary
operating expenses, lower net interest expense, and additional benefits from the
fiscal 2008 share repurchase.

Commenting on the quarter,  Paul Varga,  chief executive officer said, "The loss
of agave  plants has reduced  our  inventory,  but we do not  believe  this will
constrain our ability to build our tequila brands to their full potential. While
these are certainly  challenging  economic times, we remain  confident about the
long-term  growth  opportunity  for  our  excellent  portfolio  of  premium  and
super-premium brands."

Brown-Forman  will host a  conference  call to discuss the results at 10:00 a.m.
(EDT) this morning.  All interested  parties in the U.S. are invited to join the
conference call 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

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
"Investors  Relations."  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 60515742. 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.

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,
   and other markets where we do significant business), including higher energy
   prices, declining home prices, deterioration of the sub-prime lending market,
   interest rate fluctuations, inflation, decreased discretionary income 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 and/or tariff barriers or other restrictions affecting beverage
   alcohol, whether at the federal or state level in the U.S. or in other major
   markets around the world, and the unpredictability or suddenness with which
   they can occur;
 - 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 our other
   major markets;
 - fluctuations in the U.S. Dollar against foreign currencies, especially the
   British Pound, Euro, Australian Dollar, Polish Zloty and the South African
 - reduced bar, restaurant, hotel and other on-premise business, including
   consumer shifts to discount stores and other price sensitive purchases and
 - longer-term, a change in consumer preferences, societal attitudes or cultural
   trends that results in the reduced consumption of our premium spirits brands
   or our ready-to-drink products;
 - 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, agricultural uncertainties or other supply
   limitations that adversely affect the price, availability, quality, or health
   of grapes, agave, grain, glass, closures 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, tampering, or contamination of our products and any
   resulting negative effect on our sales, intellectual property rights, or
   brand equity;
 - adverse developments stemming from state or federal investigations of
   beverage alcohol industry marketing or trade practices of suppliers,
   distributors or retailers; and
 - impairment in the recorded value of inventory, fixed assets, goodwill or
   other acquired intangibles.

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

                                      Three Months Ended
                                           July 31,
                                      2007           2008         Change
                                     ------         ------        ------
   Net sales                         $739.1         $790.0           7%
   Excise taxes                       152.0          176.2          16%
   Cost of sales                      196.1          233.0          19%
                                     ------         ------
      Gross profit                    391.0          380.8          (3%)
   Advertising expenses                94.0           97.0           3%
   Selling, general, and
    administrative expenses           143.1          144.3           1%
   Amortization expense                 1.3            1.3
   Other (income), net                 (2.8)          (2.4)
                                     ------         ------
      Operating income                155.4          140.6         (10%)
   Interest expense, net               11.1            7.5
                                     ------         ------
      Income before income taxes      144.3          133.1          (8%)
   Income taxes                        48.9           44.9
                                     ------         ------
      Net income                       95.4           88.2          (8%)
                                     ======         ======
   Earnings per share:
      Basic                            0.77           0.73          (5%)
      Diluted                          0.77           0.73          (5%)

   Net loss                           $(0.1)         $  --

   Net income                        $ 95.3         $ 88.2          (7%)

   Earnings per share:
      Basic                            0.77           0.73          (5%)
      Diluted                          0.77           0.73          (5%)


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

                                                April 30,          July 31,
                                                  2008               2008
                                                 -------            -------
Cash and cash equivalents                        $118.9              $160.2
Accounts receivable, net                          453.2               428.8
Inventories                                       684.5               709.0
Other current assets                              199.4               196.4
                                                -------             -------
     Total current assets                       1,456.0             1,494.4

Property, plant, and equipment, net               501.4               505.7
Goodwill                                          688.0               688.1
Other intangible assets                           698.8               697.6
Prepaid pension cost                               22.8                25.2
Other assets                                       38.0                37.9
                                                -------             -------
     Total assets                              $3,405.0            $3,448.9
                                                =======             =======

Accounts payable and accrued expenses            $379.7              $343.0
Accrued income taxes                               14.7                61.1
Dividends payable                                    --                41.0
Short-term borrowings                             585.3               576.4
Current portion of long-term debt                   4.3                 4.3
                                                -------             -------
     Total current liabilities                    984.0             1,025.8

Long-term debt                                    417.0               416.7
Deferred income taxes                              88.8                81.9
Accrued postretirement benefits                   121.2               115.5
Other liabilities                                  68.8                58.0
                                                -------             -------
     Total liabilities                          1,679.8             1,697.9

Stockholders' equity                            1,725.2             1,751.0
                                                -------             -------

Total liabilities and stockholders' equity     $3,405.0            $3,448.9
                                                =======             =======


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

                                                        Three Months Ended
                                                             July 31,
                                                      2007              2008
                                                     ------            ------
Cash provided by operating activities                $128.4            $104.7

Cash flows from investing activities:
   Acquisition of brand names and trademarks          (12.0)               --
   Sale of short-term investments                      85.6                --
   Additions to property, plant, and equipment        (11.4)            (13.2)
   Other                                               (1.8)             (1.0)
                                                     ------            ------
         Cash provided by (used for)
          investing activities                         60.4             (14.2)

Cash flows from financing activities:
   Net repayment of debt                              (58.9)            (10.3)
   Acquisition of treasury stock                       (7.0)             (0.3)
   Special distribution to stockholders              (203.7)               --
   Dividends paid                                     (37.3)            (41.1)
   Other                                               14.6              (0.7)
                                                     ------            ------
         Cash used for financing activities          (292.3)            (52.4)

Effect of exchange rate changes
 on cash and cash equivalents                           0.5               3.2
                                                     ------            ------

Net (decrease) increase in
 cash and cash equivalents                           (103.0)             41.3

Cash and cash equivalents, beginning of period        282.8             118.9
                                                     ------            ------
Cash and cash equivalents, end of period             $179.8            $160.2
                                                     ======            ======


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

                                                        Three Months Ended
                                                             July 31,
                                                    2007                  2008
                                                   ------                ------

Net sales                                          $739.1                $790.0
Excise taxes                                       $152.0                $176.2

Net sales (stripped of excise taxes)               $587.1                $613.8
Gross profit (as reported)                         $391.0                $380.8

Gross margin (as reported)                          52.9%                 48.2%
Gross margin (stripped net sales basis)*            66.6%                 62.0%

Effective tax rate                                  33.9%                 33.8%

Cash dividends paid per common share              $0.3025               $0.3400

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        123,217               120,483
   - Diluted                                      124,434               121,549

* Management believes that excluding excise taxes from the gross margin
  calculation provides a more meaningful comparison because of periodic changes
  in the company's distribution structures or excise tax rates that can result
  in the company collecting and remitting varying levels of excise taxes (which
  are reported as both a component of net sales and as a cost of sales) across
  periods in which different distribution structures or excise tax rates were
  in effect.

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

                                   Schedule A

                            Brown-Forman Corporation
                           Continuing Operations Only
                      Supplemental Information (Unaudited)

                                                       Three Months
                                                       July 31, 2008

REPORTED NET SALES GROWTH                                   7%
Impact of foreign currencies                               (5%)
Net sales from agency brands                                1%
Estimated net change in trade inventories                   1%
UNDERLYING NET SALES GROWTH                                 4%

REPORTED GROSS PROFIT GROWTH                               (3%)
Impact of foreign currencies                               (4%)
Gross profit from agency brands                             1%
Estimated net change in trade inventories                   1%
Non-cash agave charge                                       6%
UNDERLYING GROSS PROFIT GROWTH                              1%

REPORTED ADVERTISING GROWTH                                 3%
Impact of foreign currencies                               (5%)
Advertising from agency brands                              2%
UNDERLYING ADVERTISING GROWTH                               0%

REPORTED SG&A GROWTH                                        1%
Impact of foreign currencies                               (3%)
SG&A from acquisitions                                      1%
UNDERLYING SG&A GROWTH                                     (1%)

REPORTED OPERATING INCOME GROWTH                          (10%)
Impact of foreign currencies                               (4%)
Transition expenses from acquisitions                      (2%)
Operating income from agency brands                         1%
Estimated net change in trade inventories                   3%
Non-cash agave charge                                      15%
UNDERLYING OPERATING INCOME GROWTH                          3%


Impact of foreign  currencies  - Refers to net gains and losses  incurred by the
company  relating  to sales and  purchases  in  currencies  other  than the U.S.
Dollar.  We use the  measure  to  understand  the  growth of the  business  on a
constant  dollar  basis as  fluctuations  in  exchange  rates  can  distort  the
underlying  growth  of  our  business  (both  positively  and  negatively).   To
neutralize the effect of foreign  exchange  fluctuations,  we have  historically
translated  current  year results at prior year rates.  While we recognize  that
foreign  exchange  volatility  is a reality for a global  company,  we routinely
review our company  performance  on a constant  dollar  basis.  We believe  this
allows both  management  and our  investors to  understand  better our company's
growth trends.

Agency  brands - Refers  to the  impact  of  certain  agency  brands,  primarily
Appleton, Amarula,  Durbanville Hills, and Red Bull, which exited Brown-Forman's
portfolio during fiscal 2008.

Estimated net change in trade  inventories  - Refers to the estimated  financial
impact of changes in wholesale trade  inventories for the company's  brands.  We
compute this effect using our estimated depletion trends and separately identify
trade inventory changes in the variance analysis for our key measures.  Based on
the estimated depletions and the fluctuations in trade inventory levels, we then
adjust  the  percentage  variances  from prior to  current  periods  for our key
measures.  We  believe  it is  important  to make this  adjustment  in order for
management  and  investors to  understand  the results of our  business  without
distortions that can arise from varying levels of wholesale inventories.

Non-cash agave charge - Refers to an abnormal number of agave plants  identified
during the quarter as dead or dying.  Although  agricultural  uncertainties  are
inherent  in  our  tequila  or any  other  business  including  the  growth  and
harvesting of raw  materials,  we believe that the magnitude of this item in the
quarter distorts the underlying  trends of our business.  Therefore,  we believe
that  excluding  this  non-cash  charge  allows  for a better  understanding  of
operating income growth trends.

Acquisitions - Refers to transition related expenses from the acquisition of the
Casa  Herradura  brands in January 2007,  thus making  comparisons  difficult to
understand.  We  believe  that  excluding  transition  expenses  related  to the
acquisition  provides helpful information in forecasting and planning the growth
expectations of the company.

The company  cautions that  non-GAAP  measures may be considered in addition to,
but not as a substitute for, the company's reported GAAP results.