January 16, 2007


Mr. William Thompson
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., MS 03-08
Washington, D.C. 20549

By Edgar, Facsimile and Overnight Mail


     Re:  Brown-Forman Corporation
          Form 10-K for Fiscal Year Ended April 30, 2006
          Form 10-Q for Fiscal Quarter Ended October 31, 2006
          Filed June 29, 2006 and December 7, 2006
          File No. 2-26821


Dear Mr. Thompson:

We have reviewed  your  follow-up  letter dated January 3, 2007,  and respond as
follows to your comments and requests for additional information.


                 FORM 10-K FOR FISCAL YEAR ENDED APRIL 30, 2006


Comment No. 1

Note 18.  Other Income, page 65

Staff  Comment:  We note your response to comment 6 in our letter dated December
12, 2006. Please tell us in detail what  consideration you gave to recording the
interest  in Swift & Moore  surrendered  by Pernod  Ricard as a purchase at fair
value in a manner similar to a step  acquisition.  In that regard, it appears to
us that purchase  accounting  should be applied in the  consolidation of the 50%
interest in the net assets of S&M that was  previously  owned by Pernod  Ricard.
Please refer to paragraph 14 of SFAS 141. In addition,  tell us your estimate of
the fair value of the assets and liabilities of S&M at the date the interest was
surrendered.



Registrant  Response:  Swift & Moore  ("S&M")  was a  partnership  of  perpetual
duration in which Brown-Forman and Pernod-Ricard were each 50% owners.  Pursuant
to a  shareholders'  agreement  executed at the time Swift & Moore was formed in
1999, a partner  wishing to withdraw  from the  partnership  was required to (i)
surrender its shares in the company for  cancellation  and (ii) pay an exit fee.
Therefore, in 2006, the departing Pernod-Ricard paid the $25 million exit fee to
Brown-Forman  and its shares in Swift & Moore were cancelled.  Brown-Forman  did
not  "purchase"  Pernod-Ricard's  interest;  rather that interest was cancelled,
leaving Brown-Forman as the entity's sole owner.

Thus,  there was no purchase or  acquisition  cost involved in obtaining  Pernod
Ricard's interest in S&M. As a result, management did not believe it appropriate
to apply purchase accounting to this transaction. We believe that doing so would
have  mischaracterized  this  transaction as an acquisition  when instead Pernod
Ricard surrendered its interest in S&M and terminated its distribution agreement
with S&M. In order to reflect the net assets  received  by  Brown-Forman  (which
consisted  primarily  of  monetary  assets  and  liabilities  in  the  company's
financial statements), we recorded the book value of Pernod Ricard's surrendered
interest in Swift & Moore.  The fair value of such assets and liabilities at the
date  their  interest  was  surrendered  was $29.5  million  and $26.4  million,
respectively.  We believe that our  accounting  was  appropriate in light of the
facts and circumstances.

However,  in response to your comment, we have assessed how our accounting would
have differed had we applied purchase accounting to this event. In that case, we
would have recorded an approximate $1.9 million extraordinary gain in accordance
with SFAS 141  paragraph  45 as  compared to the $2.1  million  gain we actually
recorded.  Management  does  not  consider  the  difference  to be  material  to
Brown-Forman's  consolidated  financial  statements.  Further,  as net income of
Brown-Forman  in the quarter in which the event  occurred was $121 million ($320
million for the fiscal  year),  we do not consider the amount to be material for
purposes of  classifying  this gain as  extraordinary  on the face of our income
statement.


               FORM 10-Q FOR FISCAL QUARTER ENDED OCTOBER 31, 2006


Comment No. 2

Note 11.  Acquisition of Chambord Liqueur, page 11

Staff  Comment:  We note your response to comment 7 in our letter dated December
12,  2006 and the  proposed  revisions  to your  disclosure.  Please tell us the
procedures  you used to identify  intangible  assets that meet the  criteria for
recognition  apart from  goodwill.  Please also tell us whether you assigned any
amounts to  customer-related  intangible  assets.  Please  also tell us how your
valuations of  customer-related  intangible assets incorporate  assumptions that
marketplace  participants  would use in making  estimates of fair value.  Please
refer to SFAS 141 and EITF 02-17.



Registrant Response:  In order to identify any intangibles that met the criteria
for recognition  apart from goodwill,  we first reviewed Appendix A of SFAS 141,
which discusses and provides  examples of such assets. In applying that guidance
to the acquisition of Chambord,  we noted that the acquisition  included certain
intangible  assets,  including the Chambord brand name and trademarks,  customer
relationships,  and a non-compete  agreement between Brown-Forman and the former
owner of Chambord.  However,  we  determined  that the  Chambord  brand name and
trademarks were the only intangible  assets  (excluding  goodwill) that provided
value to Brown-Forman  and thus required  valuation.  No values were assigned to
the other intangible assets.

Regarding  customer-related  intangibles,  the acquisition included the existing
customer  relationships  that Chambord had with its distributors  throughout the
world. However, due to Brown-Forman's  superior distributor network,  management
determined that Chambord would be distributed through  Brown-Forman's network as
soon as possible following the acquisition. Since the acquisition,  Brown-Forman
has canceled or is in the process of canceling all of the Chambord  distribution
agreements that existed at the acquisition date. All agreements have been or are
expected  to  be  canceled  shortly.  Therefore,  no  value  was  attributed  to
Chambord's existing customer relationships.

The acquisition also included a non-compete  agreement between  Brown-Forman and
the former owner of Chambord. However, the non-compete agreement is exclusive to
the  manufacturing  of a  black-raspberry  liqueur,  which is a relatively small
niche market.  Further,  a competitor has recently entered this market with very
limited  success.  Based  upon these  factors,  we  determined  that it would be
extremely  unlikely  that the former  owner of  Chambord  could enter this niche
market and  significantly  affect the sales and profits of the  Chambord  brand.
This is especially true given the larger distribution  channel that Brown-Forman
will apply to the Chambord brand.  Accordingly,  no value was attributed to this
non-compete agreement.



If you have any questions regarding these responses, please direct them to me at
(502)  774-7841 or, in my absence,  to Jane Morreau,  Senior Vice  President and
Controller at (502) 774-7165.

Sincerely,



/s/ Phoebe A. Wood
Phoebe A. Wood
Executive Vice President
and Chief Financial Officer




cc:  Anthony Watson