SC 13E4/A

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
    
                       AMENDMENT NO. 3 TO SCHEDULE 13E-4     
                         Issuer Tender Offer Statement
(Pursuant to Section 13(e) (1) of the Securities Exchange Act of 1934)

                           BROWN-FORMAN CORPORATION
                               (Name of Issuer)

                           BROWN-FORMAN CORPORATION
                       (Name of Person Filing Statement)

                Class A Common Stock, Par Value $.15 Per Share
                         (Title of Class of Securities
                                  115637 10 0
                     (CUSIP Number of class of Securities)

                Class B Common Stock, Par Value $.15 Per Share
                         (Title of Class of Securities
                                  115637 20 9
                     (CUSIP Number of class of Securities)

                        Michael B. Crutcher, Secretary
                           Brown-Forman Corporation
                               850 Dixie Highway
                        Louisville, Kentucky 40210-1091
                                (502) 585-1100
                (Name, Address, and Telephone Number of Person
               Authorized to Receive Notices and Communications
                  on Behalf of the Person Filing Statement)

                                  Copies to:
                             James S. Welch, Esq.
                             Ogden Newell & Welch
                           1200 One Riverfront Plaza
                        Louisville, Kentucky 40202-2938

                               December 15, 1993
                      (Date Tender Offer First Published,
                      Sent, or Given to Security Holders)

                           CALCULATION OF FILING FEE
===============================================================================
               Transaction Valuation*      Amount of Filing Fee
               $378,000,000                $75,600
===============================================================================
             *Based on $90 cash per share for 4,200,000 shares.

[X]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the form
     or schedule and the date of its filing.

Amount Previously Paid: $75,600        Filing Party: Brown-Forman Corporation
Form or Registration No.: Schedule 13E-4        Date Filed: December 15, 1993


    
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

(a)  Press Release dated January 14, 1994, announcing the results of the tender
     offer.     

                                   SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete, and correct.

/s/ Garrison R. Cox                                      Date:  January 14, 1994
- ------------------------
Garrison R. Cox
Assistant Vice President
 and Assistant Secretary


    
                                 EXHIBIT INDEX

Exhibit No. 99                    Description                         Page No.
- --------------                    -----------                         --------
(a)                  Press Release dated January 14, 1994.                3     

EX-99.A

                                                                   EXHIBIT 99(a)

                                                           FOR IMMEDIATE RELEASE
BROWN-FORMAN ANNOUNCES RESULTS OF TENDER OFFER

  LOUISVILLE, KENTUCKY, JANUARY 14, 1994 -- Brown-Forman announced today a 
successful conclusion of its Dutch auction tender offer to purchase the 
company's Class A and Class B common stock.

  Brown-Forman has accepted for purchase approximately 911,000 shares of its 
Class A stock at a price of $90 per share. A preliminary count by the depositary
for the tender offer indicates that approximately 930,000 shares of Class A 
stock were tendered to the company before midnight on January 13, when the offer
expired. Holders of odd lots of shares tendered 2,785 shares of Class A stock, 
all of which Brown-Forman accepted. The preliminary proration factor for all 
other Class A shares tendered is approximately 98.0%. The company expects to 
announce the final proration factor by January 24, 1994. Any Class A shares 
tendered and not purchased by the company will be returned to shareholders.

  Brown-Forman has accepted for purchase approximately 3,600,000 shares of its 
Class B stock at $89 per share, consisting of all Class B shares properly 
tendered at or below $89 per share.

  Brown-Forman had offered to purchase up to 700,000 shares of its Class A 
common stock and 3,500,000 shares of its Class B common stock at prices 
specified by shareholders ranging from $83 to $90 per share. The company is 
exercising its right to increase the number of Class A and Class B shares to be 
purchased without changing any other terms of the tender offer.

  As previously announced, the company believes this offer represents a prudent
use of its resources. Brown-Forman's total investment in acquiring its shares 
will approximate $403 million, and will be funded from available cash and 
short-term borrowings.

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