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):     April 20, 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))

2.05.  Costs Associated with Exit or Disposal Activities

On April 20, 2009,  Brown-Forman  Corporation (the "Company")  announced that in
response to the current business climate and to reduce costs during fiscal 2010,
which starts May 1, 2009, the Company is  implementing a series of  cost-cutting
plans, including involuntary employment  terminations affecting a total of about
250 employees, and offering voluntary early retirement to eligible employees.

At this  time,  the  Company  estimates  the  total  costs  associated  with the
involuntary  and voluntary  terminations  to be  approximately  $13 million on a
pre-tax  basis.  Approximately  $12  million of these  costs are  expected to be
incurred in fiscal 2009,  with the  remainder  expected to be incurred in fiscal
2010.  All of these  costs  are  non-recurring  employee-related  costs  and are
expected  to  result in future  cash  expenditures.  The  Company  expects  this
reduction in workforce to be completed by April 30, 2009.

Item 7.01.  Regulation FD Disclosure

On April 20, 2009, the Company  issued a news release  announcing a reduction in
its workforce and other cost control  measures.  A copy of this press release is
furnished as Exhibit 99.1 to this report.

Item 9.01.  Financial Statements and Exhibits

(a)  Not applicable.
(b)  Not applicable.
(c)  Exhibits.
      99.1  Press release issued by Brown-Forman Corporation on April 20, 2009.


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:  April 20, 2009                      By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President, Associate
                                                 General Counsel, and Assistant
                                                 Corporate Secretary

                                                                 Exhibit 99.1



Louisville,  KY, April 20, 2009 - Brown-Forman  Corporation announced today that
due to the difficult  economic  conditions  around the world, it is implementing
several  initiatives  to reduce  costs during  fiscal 2010,  which starts May 1,
2009.  Included among the  cost-cutting  plans is a reduction in force affecting
approximately  250  employees out of its global  workforce of 4,100 people.  The
great majority of these will occur in Mexico and the U.S.,  with fewer positions
eliminated in Europe and the Asia Pacific region.

"While this was a very difficult  decision to make, I believe it is necessary to
best position Brown-Forman for both the difficult times we are confronting today
and the uncertain and challenging  environment that we expect ahead of us," said
Brown-Forman Chief Executive Officer Paul Varga.

All employees  affected by the reduction in force will be offered severance pay,
career counseling assistance, and other benefits.

Among other cost-cutting  initiatives  planned for fiscal 2010,  Brown-Forman is
offering early retirement to certain eligible U.S. employees,  eliminating merit
increases  for  all  employees,  and  cutting  back on  discretionary  spending,
including travel and meetings.

These  actions are  projected to save  Brown-Forman  between $15 million and $25
million  in fiscal  2010.  The  company  estimates  a fourth  quarter  charge of
approximately  $0.05 to  $0.07  per  share,  for  severance  and  related  costs
associated  with the workforce  reduction  and early  retirement  program.  This
one-time charge was anticipated in the company's  previously  reported  earnings
per share guidance, which remains in the range of $2.70 to $2.90 a share.

"I believe  these and other key  decisions  we have made will help  Brown-Forman
continue to compete  effectively in this tough  economy,"  stated Varga.  "We're
confident that our healthy balance sheet,  great brands,  excellent people,  and
committed  long-term  shareholders will enable our company to remain both strong
and independent for generations to come."

Brown-Forman  Corporation  is a producer and  marketer of fine quality  beverage
alcohol brands, including Jack Daniel's, Southern Comfort,  Finlandia,  Canadian
Mist,   Fetzer,   Korbel,   Gentleman  Jack,  el  Jimador,   Tequila  Herradura,
Sonoma-Cutrer, Chambord, Tuaca, Woodford Reserve, and Bonterra


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 global economic downturn or turmoil in world financial
   and equity markets (and related credit and capital market instability and
   illiquidity; decreased consumer and trade spending; higher unemployment;
   supplier, customer and consumer credit or other financial problems, inventory
   reductions by distributors, wholesalers, and retailers, bank failures or
   governmental nationalizations, etc.);
 - pricing, marketing, products, and other competitive activity focused against
   our major brands;
 - continued or further decline in consumer confidence or spending, whether
   related to global economic conditions, war, natural disasters, terrorist
   attacks or other factors;
 - tax increases, changes in tax rules or accounting standards (e.g., LIFO
   treatment for inventory), tariff barriers and/or other restrictions affecting
   beverage alcohol, whether at the U.S. federal or state level 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;
 - changes in and obligations for employees, former employees and retirees cost
   of benefits, and lower returns on pension assets;
 - fluctuations in the U.S. Dollar against foreign currencies, especially the
   British Pound, Euro, Australian Dollar, Polish Zloty, South African Rand,
   Japanese Yen, Russian Ruble and Mexican Peso;
 - reduced bar, restaurant, hotel and other on-premise business, consumer shifts
   to discount stores and other price sensitive purchases and venues;
 - longer-term, changes in consumer preferences, societal attitudes or cultural
   trends that result in reduced consumption of our premium spirits brands or
   ready-to-drink products;
 - distribution arrangement changes in major markets that affect the timing of
   our sales or limit our ability to market or sell our products successfully;
 - adverse impacts as a consequence of our acquisitions, joint ventures,
   business partnerships, acquisition strategies, integration of acquired
   businesses, or conforming them to the company's trade practice standards,
   financial controls environment and U.S. public company requirements;
 - price increases in energy or raw materials, such as grapes, grain, agave,
   wood, glass, and plastic;
 - changes in climate conditions, agricultural uncertainties, our suppliers'
   financial hardships or other supply limitations that adversely affect supply,
   price, availability, quality, or health of grapes, agave, grain, glass,
   closures or wood;
 - negative 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;
 - consumer and trade acceptance of product line extensions and new marketing
 - 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.