8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 22, 2007 (March 22, 2007)

Brown-Forman Corporation

(Exact name of registrant as specified in its charter)

Delaware	002-26821	61-0143150
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

850 Dixie Highway, Louisville, Kentucky	40210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (502) 585-1100

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

     On March 22, 2007, Brown-Forman Corporation (the “Corporation”) issued a press release announcing that its Board of Directors has authorized and declared a cash distribution in partial liquidation of the Corporation of approximately $205,000,000, to be distributed pro rata to each share of Class A and Class B Common Stock (the “Capital Distribution”). The Capital Distribution will be paid on May 10, 2007, to the holders of Class A and Class B Common Stock as of the record date of April 5, 2007 (“Record Date”). The Capital Distribution, currently estimated to be approximately $1.66 per share, will be adjusted for the actual number of shares outstanding as of the Record Date. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

          Exhibit 99.1 Press Release, dated March 22, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Brown-Forman Corporation  

(Registrant) 

March 22, 2007 (Date)	/s/ Nelea A. Absher
	Nelea A. Absher
	Vice President and Assistant Corporate Secretary

Exhibit Index

99.1 Press Release, dated March 22, 2007, issued by Brown-Forman Corporation.

EX-99.1

EXHIBIT 99.1

BROWN - - FORMAN

NEWS RELEASE

                                  FOR FURTHER INFORMATION:

PHIL LYNCH	T.J. GRAVEN
VICE PRESIDENT	ASSISTANT VICE PRESIDENT
DIRECTOR CORPORATE	DIRECTOR INVESTOR RELATIONS
COMMUNICATIONS
AND PUBLIC RELATIONS
502-774-7928	502-774-7442

FOR IMMEDIATE RELEASE

BROWN-FORMAN TO DISTRIBUTE NET PROCEEDS FROM LENOX SALE TO SHAREHOLDERS

     Louisville, KY, March 22, 2007 — Brown-Forman Corporation announced today that its board of directors approved a cash distribution of approximately $205 million to be distributed pro rata to the holders of its common stock. Approximately $1.66 per share will be distributed on May 10, 2007 to stockholders of record on April 5, 2007. This amount will be adjusted for the actual number of outstanding shares on April 5, 2007.

     This distribution will be equal to the cash received (net of fees) for the sale of the Company’s Consumer Durables segment, excluding Hartmann. Now that the Company has completed the sale of this segment, proceeds can be distributed in partial liquidation of the Company.

     Brown-Forman Chief Executive Officer Paul Varga stated, “The sale of this segment reinforces our company’s focus on brand-building in the thriving wine and spirits business.”

     The Company elected this form of distribution as a tax-efficient means of distributing cash to the Company’s shareholders. Under Sections 302 (b)(4) and 302 (e)(1) of the Internal Revenue Code, each non-corporate shareholder should receive capital gains treatment as if they sold part of their stock, taking into account their tax basis in the stock. However, this statement is not intended to be, nor should it be interpreted as, tax advice by the Company. Each shareholder should consult his or her own tax advisor regarding the federal, state, local and foreign tax consequences to the shareholder of the distribution.

Important Note on Forward-Looking Statements:

This release contains statements, estimates, or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “expect,” “believe,” “intend,” “estimate,” “will,” “anticipate,” and “project,” and similar expressions identify a forward-looking statement, which speaks only as of the date the statement is made. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. We believe that the expectations and assumptions with respect to our forward-looking statements are reasonable. But by their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that in some cases are out of our control. These factors could cause our actual results to differ materially from Brown-Forman’s historical experience or our present expectations or projections. Here is a non-exclusive list of such risks and uncertainties:

• changes in general economic conditions, particularly in the United States where we earn a significant portion of our profits;

• lower consumer confidence or purchasing in the wake of catastrophic events;

• tax increases, whether at the federal or state level or in major international markets and/or tariff barriers or other restrictions affecting beverage alcohol;

• limitations and restrictions on distribution of products and alcohol marketing, including advertising and promotion, as a result of stricter governmental policies adopted either in the United States or globally;

• adverse developments in the class action lawsuits filed against Brown-Forman and other spirits, beer and wine manufacturers alleging that our industry conspired to promote the consumption of alcohol by those under the legal drinking age;

• a strengthening U.S. dollar against foreign currencies, especially the British Pound, Euro, Australian Dollar, and the Mexican Peso;

• reduced bar, restaurant, hotel and travel business, including travel retail, in the wake of terrorist attacks;

• lower consumer confidence or purchasing associated with high energy prices;

• longer-term, a change in consumer preferences, social trends or cultural trends that results in the reduced consumption of our premium spirits brands;

• changes in distribution arrangements in major markets that limit our ability to market or sell our products;

• increases in the price of energy or raw materials, including grapes, grain, wood, glass, plastic, and agave;

• excess wine inventories or a world-wide oversupply of grapes;

• termination of our rights to distribute and market agency brands included in our portfolio;

• counterfeit production of our products could adversely affect our intellectual property rights, brand equity and operating results;

• adverse developments as a result of state investigations of beverage alcohol industry trade practices of suppliers, distributors and retailers.