SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                 ------------------------------------

                    POST EFFECTIVE AMENDMENT NO. 1
                                 TO                                   
                              FORM S-8
                       REGISTRATION STATEMENT
                               Under
                     THE SECURITIES ACT OF 1933
                 ------------------------------------

                     BROWN-FORMAN CORPORATION
        (Exact name of registrant as specified in its charter)
          DELAWARE                        61-0143150
  (State of incorporation)      (I.R.S. Employer Identification No.)

           850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY 40210
       (Address of Principal Executive Offices and Zip Code)
 

                       Stock Option Grants
              Brown-Forman Omnibus Compensation Plan
                    (Full title of the plan)
              --------------------------------------

                      MICHAEL B. CRUTCHER
                     Senior Vice President
                 General Counsel and Secretary
                   Brown-Forman Corporation
                       850 Dixie Highway
                  Louisville, Kentucky  40210
                        (502) 585-1100

                     OGDEN NEWELL & WELCH
                  Attention: James S. Welch
                  1200 One Riverfront Plaza
                 Louisville, Kentucky  40202
                        (502) 582-1601
 (Names, addresses and telephone numbers of agents for service)




Item 4. Description of Securities
- ---------------------------------

     The securities to be issued are employee stock options granted in 
accordance with the Brown-Forman Omnibus Compensation Plan (the "Omnibus 
Plan").  Upon vesting and in accordance with the provisions of the Omnibus 
Plan and the terms of the grant made to each grantee, each option entitles 
the grantee to purchase one share of the Company's Class A or Class B 
Common Stock, as the case may be.  The Company's common stock is 
registered pursuant to section 12 of the Securities Exchange Act of 1934 
and is traded on the New York Stock Exchange.  The options, except for 
transfers by the laws of descent and distribution, are non-transferable.



                              SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of 
1933, as amended, the registrant, Brown-Forman Corporation, certifies that 
it has reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this Post Effective Amendment 
No. 1 to the Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Louisville, and 
Commonwealth of Kentucky.

Dated:  July 24, 1996

     BROWN-FORMAN CORPORATION


     By:Owsley Brown II 
        ---------------  
        Owsley Brown II
        Chairman and Chief Executive Officer
        Director

     By: /s/ Garrison R. Cox
        --------------------
        Garrison R. Cox
        Attorney-in-fact for
        Owsley Brown II
        (original power of attorney
         filed with Form S-8)

Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Post Effective Amendment No. 1 to the Registration Statement has been 
signed below by the following persons in the capacities and on the date 
indicated.

     Signature                Title
     ---------                -----

/s/ Steven B. Ratoff          Steven B. Ratoff
- --------------------          Executive Vice President (Principal 
                              Financial Officer)

/s/ Thomas P. Burnet          Thomas P. Burnet
- --------------------          (Principal Accounting Officer)
                              Senior Vice President and Chief
                              Financial Officer
                              Brown-Forman Beverages Worldwide

Barry D. Bramley*             Barry D. Bramley
- -----------------             Director

G. Garvin Brown III*          Geo. Garvin Brown III
- --------------------          Director

Donald G. Calder*             Donald G. Calder
- -----------------             Director

Owsley Brown Frazier*         Owsley Brown Frazier
- ---------------------         Director

Richard P. Mayer*             Richard P. Mayer
- -----------------             Director

Stephen E. O'Neil*            Stephen E. O'Neil
- ------------------            Director

William M. Street*            William M. Street
- ------------------            Director

James S. Welch*               James S. Welch
- ---------------               Director

* By: /s/ Garrison R. Cox
- -------------------------
Garrison R. Cox, Attorney-in-fact
(original powers of attorney filed with Form S-8)