SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Joy Catherine Frazier (Last) (First) (Middle) 850 DIXIE HWY (Street) LOUISVILLE KY 40210 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BROWN FORMAN CORP [ BFA, BFB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 04/30/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class B Common							326,366(1)	D
Class B Common							20,484(2)	I	Spouse
Class B Common							3,262(3)	I	Caitlin Joy UTMA
Class B Common							5,930(4)	I	Charles Joy UTMA
Class B Common							13,849(5)	I	Christopher Joy UTMA
Class B Common							8,750(6)	I	Alexander Joy UTMA
Class B Common							27,364(7)	I	Annsley Thornton Trust
Class B Common							2,457	I	Avish Agincourt LLC
Class B Common							200(9)	I	Caitlin Joy IMA(8)
Class B Common							200(9)	I	Charles Joy IMA(8)
Class B Common							200(9)	I	Christopher Joy IMA(8)
Class B Common							200(9)	I	Alexander Joy IMA(8)
Class B Common							206.516(10)	I	C.F. Joy Irrev. Trust FBO Caitlin Joy
Class B Common							206.516(10)	I	C.F. Joy Irrev. Trust FBO Charles Joy
Class B Common							206.516(10)	I	C.F. Joy Irrev. Trust FBO Christopher Joy
Class B Common							206.516(10)	I	C.F. Joy Irrev. Trust FBO Alexander Joy

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In October 2008, Brown-Forman Corporation completed a stock distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. This total has been adjusted to reflect 90,650 Class B Shares received through the distribution.

2. This total has been adjusted to reflect 7,188 Class B shares received through the Issuer's October 2008 stock distribution.

3. This total has been adjusted to reflect 1,442 Class B shares received through the Issuer's October 2008 stock distribution.

4. This total has been adjusted to reflect 2,592 Class B shares received through the Issuer's October 2008 stock distribution.

5. This total has been adjusted to reflect 5,813 Class B shares received through the Issuer's October 2008 stock distribution.

6. This total has been adjusted to reflect 3,834 Class B shares received through the Issuer's October 2008 stock distribution.

7. This total has been adjusted to reflect 12,984 Class B shares received through the Issuer's October 2008 stock distribution.

8. The shares in this account were transferred from a custodial account as of March 1, 2011.

9. This total has been adjusted to reflect 36 Class B shares received through the Issuer's October 2008 stock distribution, and to correct a prior reporting error.

10. This total has been adjusted to reflect 37 Class B shares received through the Issuer's October 2008 stock distribution, and to reflect shares acquired under the Brown-Forman Dividend Reinvestment Plan.

Remarks:

	Diane Barhorst, Attorney in Fact for Catherine Joy	06/14/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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