Washington, D.C. 20549

                                    Form 8-K/A

                                 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 27, 2009 (February 25, 2009)

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

On February 25, 2009,  Brown-Forman  Corporation (the "Company") filed a Current
Report on Form 8-K reporting  that  effective  May 1, 2009,  James L.  Bareuther
will assume the new position of Executive  Vice  President  for Global  Business
Development  and Mark I. McCallum will move into the position of Executive  Vice
President and Chief Operating Officer.

On March 25, 2009, the  Compensation  Committee of the Board of Directors of the
Company  approved  certain  components  of Mr.  Bareuther's  and Mr.  McCallum's
compensation  for the  Company's  2010 fiscal year.  Specifically  the Committee
determined that, effective May 1, 2009:  (1) Mr. Bareuther's long-term incentive
compensation at target will be $124,500,  and (2) McCallum's base salary will be
$546,563 and long-term  incentive  compensation at target will be $625,000.  The
remaining  elements of their fiscal 2010 compensation have not been approved and
will be  reported  subsequently  on a Form  8-K,  if  appropriate.   Changes  to
executive officer compensation  arrangements  typically have been determined and
reported in late  July.    Fiscal  2009  compensation  arrangements  between the
Company and Messrs.  Bareuther  and  McCallum  are set forth and  explained in a
Current Report on Form 8-K filed  July 25, 2008.

Item 9.01.  Financial Statements and Exhibits

 (a)  Not applicable.
 (b)  Not applicable.
 (c)  Exhibits. Not applicable.


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 27, 2009                     By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President,
                                                Associate General Counsel and
                                                Assistant Corporate Secretary