February 7, 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 25, 2007,  and respond as
follows to your request for additional information.


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

Financial Statements

Note 11.  Acquisition of Chambord Liqueur, page 11

Staff Comment:  We note your response to comment two in our letter dated January
3, 2007. It appears that the  existing-customer  relationships that Chambord had
with its distributors and the non-compete  agreement  between you and the former
owner of Chambord  meet the criteria for  recognition  apart from  goodwill.  As
such,  please  provide  us with  your  analysis  of fair  value of the  existing
customer  relationships  and  non-compete  agreement  which  complies  with  the
objective of measuring  fair value  assumptions  that  marketplace  participants
would use in making  estimates of fair value.  Please refer to SFAS 141 and EITF
02-17.



Registrant  Response:  It is  important  to note  that in the wine  and  spirits
industry,  acquisitions  of  another  manufacturer  are  almost  always  for its
existing,  established  brands.  In an  acquisition  of a single brand,  such as
Chambord,  the acquirer  seeks the brand itself.  Neither the  acquisition  of a
manufacturer or a brand is made for the distributor  relationships the owner may
possess.

As  part of our  fair  value  analysis,  we  considered  the  existing  customer
relationships that Chambord had with its distributors  throughout the world. Due
to legal  requirements  and  industry  customs,  manufacturers  of liqueurs  and
spirits  use  distributors  to get  their  products  to  market.  Large  spirits
manufacturers,  which we considered to be marketplace  participants for purposes
of our  analysis,  all typically  maintain  large and  influential  distribution
networks through which they sell their products. Smaller manufacturers typically
have  smaller   distribution   networks  and  weaker  relationships  than  large
manufacturers.  Accordingly,  when marketplace participants acquire a new brand,
they will typically sell the new brand through the acquirer's  larger,  in-place
distribution  network.   Although  the  current  relationships  with  Chambord's
existing distributors were of value to Chambord,  they could provide no value to
Brown-Forman   or  other   marketplace   participants.   This  is   evident   in
Brown-Forman's  post-acquisition  marketing  and selling of Chambord.  Since the
acquisition  eight  months  ago,  we have  canceled,  or are in the  process  of
canceling,  all of  Chambord's  historical  distributor  agreements.  Due to our
superior distributor  network,  Chambord will be distributed through our network
going forward. Therefore,  management and our third-party valuation consultants,
Duff & Phelps,  LLC, determined that no value should be attributed to Chambord,s
existing customer relationships.

The   acquisition  of  Chambord   included  a  non-compete   agreement   between
Brown-Forman  and N.J.  "Sky"  Cooper,  the  former  owner of  Chambord.  (It is
customary to get a non-compete  when a brand is acquired in this  industry.) The
non-compete  agreement  states that Mr. Cooper,  for a 10-year period,  will not
directly or indirectly, produce, market, manufacture, distribute or sell (i) any
new  products  that  use  the  imagery,  packaging,   bottles,  trade  dress  or
advertising that imitates or is confusingly similar to that of Chambord products
or (ii) any products, containing or marketed, advertised, distributed or sold as
containing liqueur flavored with berries, currants or other fruits.

After analysis of the non-compete  agreement and discussions with Duff & Phelps,
LLC, we determined that the non-compete  agreement between  Brown-Forman and Sky
Cooper had immaterial value, if any. This conclusion was based upon these facts:

1) The non-compete  was exclusive  to the  manufacturing of  a specific  type of
   liqueur,  which  represented  a very limited market.  This small niche market
   would be difficult for a competitor to enter.  In fact, a recent entrant into
   this niche market failed after a short time in the marketplace.
2) Chambord currently has a dominant position in this niche market.
3) Mr. Cooper stated that he has essentially no interest in this business and is
   focusing on other business interests, specifically the production of high-end
   preservatives and jams.



Based upon these factors, we concluded, that in any event, it would be extremely
unlikely that Sky Cooper would re-enter this niche market and greatly affect the
sales and profits of the Chambord brand.  This would be especially true in light
of the larger distribution  channel that Brown-Forman will apply to the Chambord
brand.  We concluded that the value would be immaterial,  or zero,  based on Mr.
Cooper's  low  probability  of competing  and his limited  ability to impact our
Chambord sales if he did.


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