SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
    
                       AMENDMENT NO. 4 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

                               Page 1 of 2 Pages


 
ITEM 8. ADDITIONAL INFORMATION

(e)  The Company has determined the exact number of shares of its Class A Common
     Stock and its Class B Common Stock which it has accepted and paid for 
     pursuant to the Dutch auction tender offer which closed at midnight on 
     January 13, 1994:

     Shareholders tendered 926,255 shares of Class A Common Stock at or below
     $90.00 per share, and the Company accepted 911,484 shares of its Class A
     Common Stock at $90.00 per share. Therefore, the proration factor for
     Class A shares was .9840535.

     Shareholders tendered 3,644,507 shares of Class B Common Stock at or below
     $89.00 per share, and the Company accepted 100% of those shares at $89.00.

                                   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:  February 9, 1994
- ------------------------
Garrison R. Cox
Assistant Vice President
 and Assistant Secretary