UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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):       July 22, 2004

                            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.)
 incorporation)

 850 Dixie Highway, Louisville, Kentucky           40210
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (502) 585-1100



Item 7.  Financial Statements and Exhibits

 (a)      Not applicable.
 (b)      Not applicable.
 (c)      Exhibits
          99.1   Letter from Phoebe A. Wood, Executive Vice President and Chief
                 Financial Officer, to Brown-Forman Corporation Shareholders,
                 dated July 22, 2004
          99.2   Press Release, dated July 22, 2004


Item 9.  Regulation FD Disclosure

On July 22, 2004  Brown-Forman  Corporation  posted on its  corporate  website a
letter from Phoebe A. Wood,  Senior Vice President and Chief Financial  Officer,
to  Brown-Forman  Corporation  Shareholders,  dated  July 22,  2004,  containing
information  about the index  reweighting  announced in March 2004 by Standard &
Poor's. A copy of this letter is attached hereto as Exhibit 99.1.

Items 9 and 12.  Regulation FD Disclosure and Results of Operations
                 and Financial Condition

Brown-Forman  Corporation  issued a press release on July 22, 2004,  summarizing
remarks made by the Chairman and Chief  Executive  Officer at the Company's 2004
Annual  Meeting  of  Stockholders  held  July 22,  2004,  including  information
regarding  the  results of  operations  for the 2004  fiscal  year,  and certain
earnings  guidance  relating to the  Company's  2005 fiscal year. A copy of this
press release is attached hereto as Exhibit 99.2.


                                   SIGNATURES

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
                                            (Registrant)


Date:   July 22, 2004                     By:  /s/ Michael B. Crutcher
                                                Michael B. Crutcher
                                                Vice Chairman, General Counsel
                                                and Corporate Secretary



Exhibit Index

99.1  Letter from Phoebe A. Wood, Executive Vice President and Chief Financial
      Officer, to Brown-Forman Corporation Shareholders, dated July 22, 2004

99.2  Press Release, dated July 22, 2004, issued by Brown-Forman Corporation




                                                                 Exhibit 99.1


July 22, 2004

To Our Shareholders:

I have received a number of inquiries  about the change in the Standard & Poor's
(S&P) indices and how it might affect  Brown-Forman  shareholders.  I thought it
might be helpful to summarize  for you  background  information  I have received
from the S&P about this planned change.

Background

S&P creates indices of publicly  traded  companies (most notably the S&P 500) to
track how the market is doing. The Dow Jones Industrial Average (DJIA),  another
commonly  quoted index,  does this for 30 companies.  The S&P 500 Index includes
Brown-Forman,  but the DJIA does not. From time to time, S&P or the DJIA changes
which  companies  it  includes  in its  index  and how much  weight  (i.e.  what
percentage of the index) a company represents.

These indices are  important  because many mutual funds attempt to mimic the S&P
500 companies' stock performance, and purchase shares of all of the companies in
the S&P 500 in the same ratio as the S&P calculates its index.  As  Brown-Forman
is in the S&P 500, these S&P 500 index mutual funds buy and hold our shares.  As
of last  month,  market  professionals  estimate  that 11% of the  shares of our
company are held by S&P related index funds.


Change Ahead

On March 1,  2004,  S&P  publicly  announced  that it  plans  to  change  how it
calculates its indices. This change appears to be major compared to the numerous
small changes S&P makes from time to time. S&P plans to alter the calculation of
the  percentage  of each  company  represented  in its indices from total market
capitalization (i.e., total number of shares outstanding multiplied by the share
price) to a free float adjusted market  capitalization  (publicly  traded shares
multiplied by the share price).  The S&P change will exclude closely held shares
from the free float calculation.

Because  Brown-Forman has a relatively high  concentration of family  ownership,
our free float is relatively low when compared to the broader market. Therefore,
it is  anticipated  that  as a  result  of the  S&P's  change  to its  weighting
calculation  the index funds that  attempt to mimic the  performance  of the S&P
indices  will have to sell a sizable  number of  Brown-Forman  shares (they only
hold B shares).

At this  time,  we do not know the exact  number of our  shares  the funds  will
eventually  sell or when they will begin making the sales.  S&P has said it will
announce  details of its new  calculation  methodology in September 2004 and has
scheduled the  transition to take place in two steps in March 2005 and September
2005.

S&P estimates  that there will be over $100 billion in total trades to rebalance
the index.  The actual  turnover in our shares will be in part a function of the
final  methodology  S&P adopts.  Other companies that likely will be affected by
this change include UPS, Wal-Mart,  Goldman Sachs,  Coca-Cola  Enterprises,  and
Metlife, Inc.

Institutional investors, mutual fund managers, and stock analysts are very aware
of the situation, and likely will make trades based on this re-balancing change.
As a result,  it is logical  to  predict  some  disruption  to our stock  price.
However, a change in stock ownership has no effect on the long term value of the
company.

We will continue to monitor the situation closely and work to develop strategies
to limit potential market disruption.

Sincerely yours,

Phoebe A. Wood




                                                                 Exhibit 99.2


BROWN-FORMAN REITERATES FISCAL 2005 EARNINGS GUIDANCE
Chairman Owsley Brown II Addresses Annual Shareholders' Meeting

     Louisville,  KY, July 22, 2004 --  Brown-Forman  Corporation  Chairman  and
Chief  Executive   Officer  Owsley  Brown  II  reaffirmed  today  the  company's
previously   stated  guidance   regarding   fiscal  2005  earnings.   Addressing
shareholders at Brown-Forman's annual meeting, Brown stated, "We believe that we
will have another year of solid growth in fiscal 2005. While we are experiencing
a very strong start to the fiscal year, our current earnings forecast for fiscal
2005 remains unchanged at $2.32-$2.42 per share,  which represents 10-15% growth
over last year.  But given the strength of our  leadership  team, the quality of
the strategies we're pursuing, the favorable environment for our leading spirits
brands, and the first quarter's  encouraging  prospects,  we will be striving to
attain the upper end of this range."

In discussing preliminary results for the first quarter, which ends July 31, and
prospects for the entire year,  Brown told  shareholders  the company's  leading
spirits  brands  -- Jack  Daniel's,  Southern  Comfort,  and  Finlandia  -- have
significant  momentum and excellent  opportunities around the world. He said the
environment for premium spirits in the U.S. continues to be very promising,  and
although  the  outlook  in some  international  markets is more  mixed,  many of
Brown-Forman's  most important  markets,  including the U.K.,  Australia,  South
Africa, and China, are doing very well.

Brown informed shareholders that while the company is expecting some improvement
in  operating   results  for  both  Hartmann  and  Lenox,   the  tough  economic
environments in which these segments  operate suggest a cautious outlook for the
full  year.  Additionally,  Brown said  although  the  company is guarded  about
prospects for its wine  business,  "We can't fail to note the results of the May
introduction of our new low carbohydrate One.6 Chardonnay and One.9 Merlot wine,
as the benefits of pipeline distribution are coming through in our first quarter
results.

"Putting  this  information  together,  along  with  noting  the  absence of the
one-time  cost of our  settlement  with  Diageo  that we recorded in last year's
first  quarter,  we expect our first quarter this year to be very strong," Brown
told shareholders.

At the annual meeting, Brown-Forman shareholders celebrated a record fiscal 2004
for the  company,  as earnings  per share  increased  16% to $2.11,  the largest
percentage  gain in nine years;  dividends per share were increased by more than
13%;  the company  paid down $150  million in debt;  beverage  sales grew to two
billion  dollars,  an increase of 11%,  and the company  generated  more than $1
billion in beverage  gross  profit,  both records for the company.  This success
enabled  the  company to increase  in global  advertising  investment  by 15% in
fiscal 2004.

"The single most important  factor in our earnings last year was the exceptional
growth of Jack Daniel's," Brown stated. "The brand passed seven million cases in
depletions,  which we grew at 6%, a nice increase from the 4% growth we achieved
in fiscal 2003 and the 2% growth of the previous year."

In formal action,  Brown-Forman's  shareholders re-elected all 12 members of the
company's Board of Directors:  Ina Brown Bond;  Barry D. Bramley;  George Garvin
Brown III; Owsley Brown II; Donald G. Calder;  Owsley Brown Frazier;  Richard P.
Mayer;  Stephen E. O'Neil;  Matthew R.  Simmons;  William M. Street;  Dace Brown
Stubbs;  and Paul C. Varga.  Stockholders  also approved the  Brown-Forman  2004
Omnibus Compensation Plan.

Brown-Forman  Corporation is a diversified producer and marketer of fine quality
consumer  products,  including Jack Daniel's,  Canadian Mist,  Southern Comfort,
Finlandia Vodka,  Fetzer and Bolla wines, Korbel California  Champagnes,  Lenox,
Dansk, and Gorham tableware and giftware, and Hartmann Luggage.

IMPORTANT INFORMATION ON FORWARD-LOOKING STATEMENTS

This news 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 the majority of our profits;

 - a strengthening U.S. dollar against foreign currencies, especially the
   British Pound;

 - reduced bar, restaurant, hotel and travel business in wake of other terrorist
   attacks, such as occurred on 9/11;

 - developments in the class action lawsuits filed against Brown-Forman and
   other spirits, beer and wine manufacturers alleging that our advertising
   causes illegal consumption of alcohol by those under the legal drinking age,
   or other attempts to limit alcohol marketing, through either litigation or
   regulation;

 - a dramatic change in consumer preferences, social trends or cultural trends
   that results in the reduced consumption of our premium spirits brands;

 - tax increases, whether at the federal or state level;

 - increases in the price of grain and grapes;

 - continued depressed retail prices and margins in our wine business because
   of our excess wine inventories, existing grape contract obligations, and a
   world-wide oversupply of grapes; and

 - the effects on our Consumer Durables business of the general economy,
   department store business, response rates in our direct marketing business,
   and profitability of mall outlet operations.