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):     March 29, 2006 (March 24, 2006)

                            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

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 (see General Instruction A.2. below):

|_| 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 Principal Officers; Election of Directors;
            Appointment of Principal Officers.

(d)  Election of New Directors.

On March 24,  2006 the  board of  directors  of  Brown-Forman  Corporation  (the
"Company")  elected Sandra Frazier,  Martin S. Brown, Jr., and Geo. Garvin Brown
IV to become directors of the Company, effective May 8, 2006.

The three new directors are fifth generation members of the Brown family,  which
controls a majority of the  Company's  voting  stock.  They will  replace  three
retiring  members  of the  Company's  board  of  directors,  each  of  whom is a
fourth-generation  Brown family  member:  Owsley Brown  Frazier,  the  Company's
former vice  chairman;  Geo.  Garvin Brown III; and Ina Brown Bond.  None of the
newly-appointed  directors  has,  at this  time,  been  appointed  to any  board
committees.

Sandra  Frazier  is a  founding  partner  of  Tandem  Public  Relations,  LLC of
Louisville,  Ky. She earned a  master's  degree  from  Boston  University  and a
bachelor's degree from Hollins College.

Martin S.  Brown,  Jr. is a partner in the law firm of Adams and  Reese,  LLP in
Nashville,  TN. He  received  his law  degree  from  Vanderbilt  University  and
bachelor's degree from Yale University.

Geo.  Garvin  Brown IV works for  Brown-Forman  and is vice  president  and Jack
Daniel's  brand  director for Europe,  Africa,  and Eurasia.  He holds  master's
degrees from the London Business  School and the University of British  Columbia
and a bachelor's degree from McGill University.  During 2005, Mr. Brown received
a base salary of $131,309 and performance  bonuses of $81,833.  The Company paid
Mr. Brown a net amount of $262,293 during 2005 for certain costs associated with
living abroad, including housing costs and a cost of living allowance. His total
compensation,  including $14,593 in Company-paid group benefits and perquisites,
was $490,028.  During 2005,  Mr. Brown also received stock  appreciation  rights
(SARs) with respect to 515 shares of the Company's Class B Common Stock, with an
exercise price of $59.18. The SARs expire April 30, 2015.



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:   March 29, 2006                     By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President and Assistant
                                                 Corporate Secretary