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):     August 3, 2005 (July 28, 2005)

                            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 1.01.  Entry Into a Material Definitive Agreement.

On July 28,  2005,  the Board of  Directors  of  Brown-Forman  Corporation  (the
"Company") approved the compensation for the Company's non-employee directors as
set forth on Exhibit 10(k).

On July 28, 2005, the Compensation  Committee (the  "Committee") of the Board of
Directors of the  Company,  in  conjunction  with the  Compensation  and Benefit
Committee  of  the  Company,  set  the  compensation  of  the  persons  who  are
anticipated to constitute the Company's named executive officers for fiscal 2006
as set forth on Exhibit 10(k).  All of the Company's  executive  officers are at
will  employees.  Base  salary  increases  are  determined  annually  and become
effective on August 1 of each year.  Targeted  bonuses for  performance  periods
beginning  in fiscal  2006 as well as the goals on which those  bonuses  will be
based were also approved at this time.


Item 9.01.  Financial Statements and Exhibits

 (a)      Not applicable.
 (b)      Not applicable.
 (c)      Exhibits.
          10(k)     Summary of Director and Named Executive Compensation



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:   August 3, 2005                     By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President and Assistant
                                                 Corporate Secretary




Exhibit Index

10(k)  Summary of Director and Named Executive Compensation



                                                                   Exhibit 10(k)

Summary of Director and Named Executive Officer Compensation

DIRECTOR COMPENSATION

Directors  who  are  employees  of  Brown-Forman   do  not  receive   additional
compensation  for serving as directors.  The  following  sets forth a summary of
compensation for non-employee directors.

1. Annual Retainer:

   (a) $30,000 in cash, payable in six installments over the course of the board
       service year.  Directors may elect in advance of their board service year
       to receive stock options in lieu of cash payments for all or part of
       their retainer.

   (b) $35,000 in the Black-Scholes value of stock-settled stock appreciation
       rights with a ten-fiscal-year term.

2. Board Meeting Fee: $4,000 per meeting attended in person. $2,000 for
   telephonic participation.

3. Committee Meeting Fee: $4,000 per meeting attended in person. $2,000 for
   telephonic participation.

4. Additional Chairman Meeting Fee: $4,000 for personal attendance.  $2,000 for
   telephonic participation.

5. Audit Committee Chairman Review: $3,000 per quarterly review with outside
   auditors conducted independently of Audit Committee Meeting.

6. International Travel Supplement: $3,000 per meeting, for directors who travel
   directly from (and immediately back to) an overseas location for our meeting.
   This is no longer indexed to the regular meeting fee but may be adjusted from
   time to time.

7. Expense reimbursement: Directors are reimbursed for their reasonable and
   necessary expenses incurred in connection with attending Board and Committee
   meetings. The product promotion allowance for outside directors is $2,000 per
   year. Directors are also covered under the company's Travel Accident
   Insurance and D & O Liability insurance programs.


NAMED EXECUTIVE OFFICER COMPENSATION

Chief Executive Officer and Employee-Chairman

Target  amounts of total  compensation  for the Chief  Executive  Officer of the
Company and the Company's employee-Chairman are as follows:

                                 Annual Bonus    Long-Term Bonus        Total
                                 Opportunity      Opportunity*      Compensation
Name and Title       Salary       at Target         at Target         at Target

Paul Varga
CEO                 $850,000       $700,000         $1,350,000       $2,900,000

Owsley Brown II
Chairman            $950,000       $985,000          $ 425,000       $2,360,000

*  This amount is further subdivided into equity awards and cash
   bonus opportunity


For Mr.  Varga,  the  Long-Term  Bonus  Opportunity  at Target takes the form of
$675,000 as a  performance-based  restricted share opportunity,  and $675,000 in
long-term cash bonus based on Company  performance  for the  performance  period
comprising fiscal 2006 through fiscal 2008 inclusive.

For Mr.  Brown,  the  Long-Term  Bonus  Opportunity  at Target takes the form of
$425,500 in long-term cash bonus for the performance  period  comprising  fiscal
2006 through fiscal 2008 inclusive.


Three Remaining Named Executive Officers

The  annualized  salaries  of  the  three  remaining  named  executive  officers
effective August 1, 2005 are as follows:

Phoebe A. Wood             $556,354
James L. Bareuther         $510,416
Michael B. Crutcher        $471,875

Target bonus opportunity for the three remaining named executive officers are as
follows:

 - Annual Bonus Opportunity at Target was set within a range of $225,000 to
   $240,000 for target performance for each of these three executive officers.
 - Long-Term Bonus Opportunity at Target was set within a range of $490,000 to
   $615,000 for each of these three executive officers, and awarded in a
   combination of stock-settled stock appreciation rights, performance-based
   restricted stock opportunity, and cash long-term bonus for the performance
   period fiscal 2006 through fiscal 2008.


Bonus Element Descriptions

Under all cash  bonus  programs,  the plan  requires  certain  levels of Company
operating income to occur before any bonus can be paid. Target bonus is paid for
targeted levels of operating income, and  greater-than-target  bonus is paid for
higher levels of operating income  attained.  Short-term bonus is capped at 200%
of target bonus;  Long-term bonus is uncapped.  Stock-settled stock appreciation
rights  have a grant price equal to the  closing  market  value of  Brown-Forman
Class B stock on the grant date July 28 2005,  have a term of ten fiscal  years,
and cannot be  exercised  in the first  three  fiscal  years.  Restricted  stock
opportunity,  designated in cash, is adjusted  based on fiscal 2006  performance
against operating income goals and converted to restricted Class A Common shares
at the end of  fiscal  2006,  with  restrictions  on shares  remaining  in place
through April 30, 2010.