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):
January 22, 2009 (January 22, 2009)

Brown-Forman Corporation

(Exact name of registrant as specified in its charter)

Delaware	002-26821	61-0143150
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On January 22, 2009, Brown-Forman Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing that Director Matthew R. Simmons retired from director service effective at the conclusion of the Board meeting held January 22, 2009.

     Director John D. Cook has been appointed as a member of the Company’s Board Compensation Committee, effective January 22, 2009.

Item 7.01. Regulation FD Disclosure.

     On January 22, 2009, the Company issued a press release announcing that its Board of Directors approved a regular cash dividend of $0.2875 cents per share on Class A and Class B Common Stock. Stockholders of record on March 6, 2009, will receive the cash dividend on April 1, 2009. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein in its entirety by this reference. This information is furnished pursuant to this Item 7.01 (and the related information in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

          99.1     Brown-Forman Corporation Press Release dated January 22, 2009

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)
January 22, 2009	/s/ Nelea A. Absher
(Date)	Nelea A. Absher Vice President, Associate General Counsel and Assistant Corporate Secretary

Exhibit Index

Exhibit
Number	Description
99.1	Brown-Forman Corporation Press Release dated January 22, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR FURTHER INFORMATION:
PHIL LYNCH	BEN MARMOR
VICE PRESIDENT	ASSISTANT VICE PRESIDENT
DIRECTOR CORPORATE	DIRECTOR INVESTOR
COMMUNICATIONS	RELATIONS
AND PUBLIC RELATIONS
502-774-7928	502-774-6691

FOR IMMEDIATE RELEASE

BROWN-FORMAN DIRECTOR RETIRES

BOARD DECLARES DIVIDEND

     Louisville, KY, January 22, 2009 — Brown-Forman announced today that Matthew R. Simmons is retiring from the company’s board of directors, effective at the conclusion of today’s board meeting. Simmons, who has been a director since 2002, is leaving to devote more time to his business, Simmons & Company International, a specialized energy investment banking firm. “I regret that my other responsibilities require me to leave the Brown-Forman board, but I depart knowing that the company is in the very capable hands of CEO Paul Varga, Presiding Board Chairman Garvin Brown, an outstanding board of directors, and the exceptional management team that works with them,” said Simmons.

     Simmons is also the author of the noteworthy 2005 book, “Twilight in the Desert: The Coming Saudi Oil Shock and the World Economy,” which stated that the world’s oil production was nearing, or already at, its apex, making him one of the world’s preeminent experts on the “peak oil” movement.

     The retirement of Simmons reduces the number of directors on Brown-Forman’s board to twelve. Garvin Brown IV, presiding chairman of the Brown-Forman board of directors, commented, “Matt Simmons has provided exemplary service to our company over the last seven years and we thank him for his many contributions and his strategic counsel.”

     During its meeting today, Brown-Forman’s board of directors declared a regular quarterly cash dividend of $0.2875 per share on Class A and Class B Common Stock. Stockholders of record on March 6, 2009 will receive the cash dividend on April 1, 2009.

     This year marks the 63^rd consecutive year that Brown-Forman has paid quarterly dividends.

BROWN-FORMAN    CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY  40210    E-MAIL: BROWN-FORMAN@B-F.COM    WWW.BROWN-FORMAN.COM

     Brown-Forman Corporation is a producer and marketer of fine quality beverage alcohol brands, including Jack Daniel’s, Southern Comfort, Finlandia, Canadian Mist, Fetzer, Korbel, Gentleman Jack, el Jimador, Tequila Herradura, Sonoma-Cutrer, Chambord, Tuaca, Woodford Reserve, and Bonterra.

# # #

BROWN-FORMAN    CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY  40210    E-MAIL: BROWN-FORMAN@B-F.COM    WWW.BROWN-FORMAN.COM