United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q
 (Mark One)

  |X|      QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended JULY 31, 2009

                                       OR

  |_|      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the transition  period from  _______________ to _______________

                          Commission File No. 002-26821

                            BROWN-FORMAN CORPORATION
             (Exact name of Registrant as specified in its Charter)

                     Delaware                                   61-0143150
          (State or other jurisdiction of                     (IRS Employer
          incorporation or organization)                    Identification No.)

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

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

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted  and posted  pursuant to Rule 405 of  Regulation  S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes |_| No |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer |X|          Accelerated filer |_|
   Non-accelerated filer |_|            Smaller reporting company |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes  | | No |X|


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:  August 31, 2009

      Class A Common Stock ($.15 par value, voting)             56,604,633
      Class B Common Stock ($.15 par value, nonvoting)          91,882,750





                            BROWN-FORMAN CORPORATION
                       Index to Quarterly Report Form 10-Q


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                                Page

          Condensed Consolidated Statements of Operations
             Three months ended July 31, 2008 and 2009                   3

          Condensed Consolidated Balance Sheets
             April 30, 2009 and July 31, 2009                            4

          Condensed Consolidated Statements of Cash Flows
             Three months ended July 31, 2008 and 2009                   5

          Notes to the Condensed Consolidated Financial Statements       6 - 13


Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations                 14 - 21

Item 3.  Quantitative and Qualitative Disclosures about Market Risk     21

Item 4.  Controls and Procedures                                        21


                           PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds    22

Item 4.  Submission of Matters to a Vote of Security Holders            23

Item 6.  Exhibits                                                       23

Signatures                                                              24

                                       2



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

                            BROWN-FORMAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 (Dollars in millions, except per share amounts)

                                                        Three Months Ended
                                                             July 31,
                                                     2008                 2009
                                                   -------              -------

Net sales                                          $ 790.0              $ 737.9
Excise taxes                                         176.2                167.1
Cost of sales                                        233.0                190.7
                                                   -------              -------
      Gross profit                                   380.8                380.1

Advertising expenses                                  97.0                 76.0
Selling, general, and administrative expenses        144.3                117.2
Amortization expense                                   1.3                  1.3
Other (income), net                                   (2.4)                (6.4)
                                                   -------              -------
   Operating income                                  140.6                192.0

Interest income                                        1.7                  1.0
Interest expense                                       9.2                  8.1
                                                   -------              -------
   Income before income taxes                        133.1                184.9

Income taxes                                          44.9                 63.5
                                                   -------              -------
   Net income                                      $  88.2              $ 121.4
                                                   =======              =======

Earnings per share:
   Basic                                           $  0.59              $  0.81
   Diluted                                         $  0.58              $  0.81


Cash dividends per common share:
   Declared                                        $0.5440              $0.5750
   Paid                                            $0.2720              $0.2875


See notes to the condensed consolidated financial statements.

                                       3



                            BROWN-FORMAN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                              (Dollars in millions)

                                                  April 30,            July 31,
                                                    2009                 2009
                                                  --------             --------
Assets
- ------
Cash and cash equivalents                         $  340.1             $  286.5
Accounts receivable, net                             367.1                392.6
Inventories:
   Barreled whiskey                                  313.1                310.7
   Finished goods                                    143.3                179.2
   Work in process                                   144.1                128.4
   Raw materials and supplies                         51.5                 67.1
                                                  --------             --------
      Total inventories                              652.0                685.4

Current deferred tax assets                          104.9                126.3
Other current assets                                 109.7                 49.2
                                                  --------             --------
   Total current assets                            1,573.8              1,540.0

Property, plant and equipment, net                   482.8                479.7
Goodwill                                             675.0                678.2
Other intangible assets                              686.1                687.3
Deferred tax assets                                   11.0                 11.4
Other assets                                          46.0                 47.6
                                                  --------             --------
   Total assets                                   $3,474.7             $3,444.2
                                                  ========             ========
Liabilities
- -----------
Accounts payable and accrued expenses             $  326.4             $  323.0
Dividends payable                                       --                 42.8
Accrued income taxes                                   5.4                 24.0
Current deferred tax liabilities                      14.3                 15.1
Short-term borrowings                                336.6                253.3
Current portion of long-term debt                    152.9                152.9
                                                  --------             --------
   Total current liabilities                         835.6                811.1

Long-term debt                                       509.3                509.1
Deferred tax liabilities                              79.6                 95.0
Accrued pension and other postretirement benefits    175.6                173.5
Other liabilities                                     58.8                 52.5
                                                  --------             --------
   Total liabilities                               1,658.9              1,641.2

Stockholders' Equity
- --------------------
Common stock:
 Class A, voting (57,000,000 shares
  authorized; 56,964,000 shares issued)                8.5                  8.5
 Class B, nonvoting (100,000,000 shares
  authorized; 99,363,000 shares issued)               14.9                 14.9
Additional paid-in capital                            67.6                 69.6
Retained earnings                                  2,189.2              2,224.6
Accumulated other comprehensive loss                (133.0)              (132.7)
Treasury stock, at cost
 (6,200,000 and 7,337,000 shares at
 April 30 and July 31, respectively)                (331.4)              (381.9)
                                                  --------             --------
   Total stockholders' equity                      1,815.8              1,803.0
                                                  --------             --------
   Total liabilities and stockholders' equity     $3,474.7             $3,444.2
                                                  ========             ========

See notes to the condensed consolidated financial statements.

                                       4



                            BROWN-FORMAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                              (Dollars in millions)

                                                        Three Months Ended
                                                             July 31,
                                                     2008                 2009
                                                   -------              -------
Cash flows from operating activities:
   Net income                                      $  88.2              $ 121.4
   Adjustments to reconcile net income to
    net cash provided by operations:
      Non-cash agave inventory write-down             22.4                   --
      Depreciation and amortization                   13.3                 14.4
      Stock-based compensation expense                 2.5                  1.9
      Deferred income taxes                          (10.6)                (4.9)
   Changes in assets and liabilities                 (11.1)               (15.0)
                                                   -------              -------
         Cash provided by operating activities       104.7                117.8

Cash flows from investing activities:
   Additions to property, plant, and equipment       (13.2)                (6.8)
   Computer software expenditures                     (1.0)                (1.2)
                                                   -------              -------
         Cash used for investing activities          (14.2)                (8.0)

Cash flows from financing activities:
   Net repayment of short-term borrowings            (10.3)               (84.1)
   Net payments related to exercise
    of stock options                                  (3.4)                (0.2)
   Excess tax benefits from stock options              2.7                  0.9
   Acquisition of treasury stock                      (0.3)               (51.1)
   Dividends paid                                    (41.1)               (43.2)
                                                   -------              -------
         Cash used for financing activities          (52.4)              (177.7)

Effect of exchange rate changes on cash and
 cash equivalents                                      3.2                 14.3
                                                   -------              -------
Net increase (decrease) in cash
 and cash equivalents                                 41.3                (53.6)

Cash and cash equivalents, beginning of period       118.9                340.1
                                                   -------              -------
Cash and cash equivalents, end of period           $ 160.2              $ 286.5
                                                   =======              =======


See notes to the condensed consolidated financial statements.

                                       5




                            BROWN-FORMAN CORPORATION
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

In these notes, "we," "us," and "our" refer to Brown-Forman Corporation.

1.   Condensed Consolidated Financial Statements

We  prepared  the  accompanying   unaudited  condensed   consolidated  financial
statements  pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") for interim financial  information.  In accordance with those
rules  and  regulations,   we  condensed  or  omitted  certain  information  and
disclosures  normally  included  in  annual  financial  statements  prepared  in
accordance with U.S. generally accepted accounting  principles.  We suggest that
you read  these  condensed  financial  statements  together  with the  financial
statements  and  footnotes  included  in our annual  report on Form 10-K for the
fiscal year ended April 30, 2009 (the "2009 Annual Report").

In our opinion,  we included all of the adjustments  (which include only normal,
recurring adjustments, unless otherwise noted) needed for a fair presentation of
the  accompanying  financial  statements.  We have  performed an  evaluation  of
subsequent  events  through  September 4, 2009,  the date on which we issued and
filed the accompanying financial statements with the SEC.

We  prepared  the  accompanying   financial   statements  on  a  basis  that  is
substantially  consistent  with the  accounting  principles  applied in our 2009
Annual  Report,  except that we adopted the  following  during the three  months
ended July 31, 2009:

 - Financial Accounting Standards Board ("FASB") Statement No. 141(R),
   "Business Combinations," which establishes accounting principles and
   disclosure requirements for all transactions in which a company obtains
   control over another business.
 - Certain provisions of FASB Statement No. 157, "Fair Value Measurements"
   (as discussed in Note 11).
 - FASB Statement No. 165, "Subsequent Events," which establishes general
   standards of accounting for and disclosure of events that occur after the
   balance sheet date but before financial statements are issued or are
   available to be issued.
 - FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments
   Granted in Share-Based Payment Transactions Are Participating Securities,"
   which provides additional guidance on the treatment of unvested share-based
   awards, such as restricted stock, in the calculation of earnings per share.
 - FSP FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of
   Financial Instruments," which requires disclosures about fair value of
   financial instruments in interim financial statements.

Our adoption of the above pronouncements had no material impact on our financial
statements.

                                       6


2.   Inventories

We use the last-in,  first-out  ("LIFO") method to determine the cost of most of
our  inventories.  If the LIFO method had not been used,  inventories at current
cost would have been $188.5 million  higher than reported as of April 30,  2009,
and $197.3 million higher than reported as of July 31, 2009. Changes in the LIFO
valuation reserve for interim periods are based on a proportionate allocation of
the estimated change for the entire fiscal year.

During  the three  months  ended July 31,  2008,  we  recorded  a $22.4  million
provision for inventory  losses (which was included in cost of sales)  resulting
from  abnormally  high  levels of  mortality  and  disease  in some of our agave
fields.

3.   Income Taxes

Our consolidated  quarterly effective tax rate is based upon our expected annual
operating income, statutory tax rates, and tax laws in the various jurisdictions
in which we operate.  Significant  or unusual  items,  including  adjustments to
accruals  for tax  uncertainties,  are  recognized  in the  quarter in which the
related event occurs. The effective tax rate of 34.4% for the three months ended
July 31, 2009, is based on an expected tax rate from operations of 32.5% for the
full fiscal  year,  the  recognition  of  additional  tax  expense  related to a
discrete  event arising in the quarter,  and  additional  interest on previously
provided  tax  contingencies.  Our expected  tax rate from  operations  includes
current fiscal year additions for existing tax contingency items.

We believe it is  reasonably  possible  that there may be a net  increase in our
gross  unrecognized  tax benefits of  approximately  $1.7 million in the next 12
months as a result of tax positions  taken in the current period and expirations
of statutes of limitations.

We file  income  tax  returns  in the U.S.,  including  several  state and local
jurisdictions,  as well as in several other  countries  throughout  the world in
which we conduct  business.  The major  jurisdictions  and their earliest fiscal
years that are currently open for tax examinations are 1998 in the U.S., 2005 in
Ireland and Italy, 2003 in the U.K. and Finland,  and 2002 in Poland.  Audits of
our fiscal 2006 and 2007 U.S.  federal tax returns,  which were initiated during
fiscal 2009, remain open.

4.   Earnings Per Share

Basic  earnings  per share is  calculated  by dividing  net income  available to
common  stockholders by the weighted average number of all  unrestricted  common
shares  outstanding  during  the  period.  Diluted  earnings  per share  further
includes the dilutive effect of stock options, stock-settled appreciation rights
("SSARs"),   and  restricted  stock  units  ("RSUs").   Stock-based  awards  for
approximately  494,000  common shares and 1,843,000  common shares were excluded
from the  calculation  of diluted  earnings per share for the periods ended July
31, 2008 and 2009,  respectively,  because the exercise  price of the awards was
greater than the average market price of the shares.

We have granted  restricted  shares of common stock to certain employees as part
of their  compensation.  These  restricted  shares,  which have varying  vesting
periods, contain nonforfeitable rights to dividends declared on common stock. As
a result, the unvested restricted shares are considered participating securities
in the  calculation  of earnings per share in  accordance  with FSP EITF 03-6-1,
which we adopted  retrospectively  effective  May 1, 2009.  The adoption did not
have a material impact on our financial statements.

                                       7


The following table presents  information  concerning basic and diluted earnings
per share:
                                                      Three Months Ended
                                                           July 31,
                                                     2008            2009
                                                    ------          ------
(Dollars in millions, except per share amounts)

Basic and diluted net income                         $88.2          $121.4
Income allocated to participating
 securities (restricted shares)                       (0.1)           (0.2)
                                                   -------         -------
Net income available to common stockholders          $88.1          $121.2
                                                   =======         =======
Share data (in thousands):
 Basic average common shares outstanding           150,604         149,604
 Dilutive effect of stock options,
  SSARs and RSUs                                     1,200             667
                                                   -------         -------
 Diluted average common shares outstanding         151,804         150,271
                                                   =======         =======

Basic earnings per share                             $0.59           $0.81
Diluted earnings per share                           $0.58           $0.81


5.   Dividends Payable

On July 23,  2009,  our Board of  Directors  approved a regular  quarterly  cash
dividend of $0.2875 per share on Class A and Class B Common Stock.  Stockholders
of record on  September  8, 2009 will  receive  the cash  dividend on October 1,
2009.

6.   Pension and Other Postretirement Benefits

The following table shows the components of the pension and other postretirement
benefit expense recognized during the three months ended July 31:

                                        Pension Benefits        Other Benefits
(Dollars in millions)                    2008      2009          2008     2009
                                         ----      ----          ----     ----
Service cost                             $3.4      $2.7          $0.3     $0.2
Interest cost                             7.5       8.1           0.9      0.9
Expected return on plan assets           (8.7)     (8.6)           --       --
Amortization of:
   Prior service cost                     0.2       0.2            --       --
   Net actuarial loss                     1.6       1.0            --       --
                                         ----      ----          ----     ----
Net expense                              $4.0      $3.4          $1.2     $1.1
                                         ====      ====          ====     ====

                                       8


7.   Contingencies

We operate in a litigious  environment,  and we are sued in the normal course of
business. Sometimes plaintiffs seek substantial damages. Significant judgment is
required in predicting the outcome of these suits and claims, many of which take
years to adjudicate. We accrue estimated costs for a contingency when we believe
that a loss is probable and we can make a reasonable  estimate of the loss,  and
then  adjust  the  accrual  as  appropriate  to  reflect  changes  in facts  and
circumstances.

8.   Comprehensive Income

Comprehensive  income is a broad measure of the effects of all  transactions and
events (other than investments by or  distributions  to  stockholders)  that are
recognized in stockholders' equity, regardless of whether those transactions and
events are included in net income. The following table adjusts the Company's net
income  for the other  items  included  in the  determination  of  comprehensive
income:

(Dollars in millions)                              Three Months Ended
                                                        July 31,
                                                  2008            2009
                                                 ------          ------
Net income                                       $ 88.2          $121.4
Other comprehensive income (loss):
  Net gain (loss) on cash flow hedges               2.0           (15.6)
  Postretirement benefits adjustment                0.8             0.8
  Foreign currency translation adjustment           9.7            15.1
                                                 ------          ------
                                                   12.5             0.3
                                                 ------          ------
Comprehensive income                             $100.7          $121.7
                                                 ======          ======

Accumulated other comprehensive income (loss) consisted of the following:

(Dollars in millions)                           April 30,       July 31,
                                                  2009            2009
                                                 ------          ------
Postretirement benefits adjustment              $(127.2)        $(126.4)
Cumulative translation adjustment                 (10.3)            4.8
Unrealized gain (loss) on
 cash flow hedge contracts                          4.5           (11.1)
                                                 ------          ------
                                                $(133.0)        $(132.7)
                                                 ======          ======

                                       9


9.  Derivative Financial Instruments

Our  multinational  business  exposes us to global market  risks,  including the
effect of  fluctuations  in  currency  exchange  rates,  commodity  prices,  and
interest rates. We use derivatives to manage  financial  exposures that occur in
the  normal  course of  business.  We  formally  document  the  purpose  of each
derivative  contract,  which  includes  linking the  contract  to the  financial
exposure it is designed to  mitigate.  We do not hold or issue  derivatives  for
trading purposes.

We use  currency  derivative  contracts  to limit our  exposure to the  currency
exchange risk that we cannot mitigate internally by using netting strategies. We
designate most of these contracts as cash flow hedges of forecasted transactions
(expected to occur within three years).  We record all changes in the fair value
of cash flow  hedges  (except any  ineffective  portion)  in  accumulated  other
comprehensive  income (AOCI) until the underlying hedged transaction  occurs, at
which time we reclassify  that amount into  earnings.  We designate  some of our
currency  derivatives as hedges of net investments in foreign  subsidiaries.  We
record all  changes  in the fair  value of net  investment  hedges  (except  any
ineffective portion) in the cumulative translation adjustment component of AOCI.

We assess the  effectiveness  of our hedges based on changes in forward exchange
rates.  The  ineffective  portion  of the  changes  in fair  value of our hedges
(recognized immediately in earnings) during the quarter ended July 31, 2009, was
not material.

We do not designate  some of our currency  derivatives  as hedges because we use
them to at least  partially  offset the immediate  earnings impact of changes in
foreign  exchange  rates on  existing  assets  or  liabilities.  We  immediately
recognize the change in fair value of these contracts in earnings.

As of July 31, 2009, we had outstanding  foreign currency contracts with a total
notional amount of $377.3 million, related primarily to our euro, British pound,
and Australian dollar exposures.

We also had outstanding  exchange-traded  futures and options contracts on three
million  bushels of corn as of July 31, 2009. We use these contracts to mitigate
our  exposure  to corn  price  volatility.  Because  we do not  designate  these
contracts  as hedges for  accounting  purposes,  we  immediately  recognize  the
changes in their fair value in earnings.

This table  presents the fair values of derivative  instruments  included on our
consolidated balance sheet as of July 31, 2009:

(Dollars in millions)                                          Amount      Classification
                                                                     
Derivatives in a gain position:
  Currency derivatives designated as cash flow hedges           $1.5       Other current assets
  Currency derivatives designated as cash flow hedges            0.7       Accrued expenses
  Currency derivatives not designated as hedges                  2.8       Accrued expenses

Derivatives in a loss position:
  Currency derivatives designated as cash flow hedges          (32.7)      Accrued expenses
  Currency derivatives designated as net investment hedges      (2.7)      Accrued expenses
  Currency derivatives not designated as hedges                 (1.4)      Accrued expenses
  Commodity derivatives not designated as hedges                (1.4)      Accrued expenses


                                       10


This  table  presents  the  amounts  affecting  our  consolidated  statement  of
operations for the quarter ended July 31, 2009:

(Dollars in millions)                                          Amount      Classification
                                                                     
Currency derivatives designated as cash flow hedges:
  Net loss recognized in AOCI                                 $(23.0)      N/A
  Net gain reclassified from AOCI into income                    3.0       Net sales

Currency derivatives designated as net investment hedges:
  Net loss recognized in AOCI                                   (2.7)      N/A

Derivatives not designated as hedging instruments:
  Currency derivatives - net loss recognized in income          (6.1)      Net sales
  Currency derivatives - net gain recognized in income           2.6       Other income
  Commodity derivatives - net loss recognized in income         (1.2)      Cost of sales


We expect to reclassify $24.5 million of deferred net losses recorded in AOCI as
of July 31, 2009, to earnings during the next 12 months. The actual amounts that
we ultimately reclassify to earnings will depend on the exchange rates in effect
when the underlying hedged transactions occur. The maximum term of our contracts
outstanding at July 31, 2009 is 24 months.

We are exposed to  credit-related  losses if the other parties to our derivative
contracts  breach  them.  This  credit  risk is limited to the fair value of the
contracts.  To manage  this  risk,  we enter  into  contracts  only  with  major
financial institutions that have earned investment-grade credit ratings; we have
established counterparty credit guidelines that are regularly monitored and that
provide for reports to senior management according to prescribed guidelines; and
we monetize contracts when we believe it is warranted. Because of the safeguards
we have  put in  place,  we  believe  the  risk of  counterparty  default  to be
immaterial.

Some of our  derivative  instruments  require us to maintain a specific level of
creditworthiness, which we have maintained. If our creditworthiness were to fall
below such level,  then the other parties to our  derivative  instruments  could
request immediate payment or collateralization for derivative instruments in net
liability  positions.  As of July 31,  2009,  the  aggregate  fair  value of all
derivatives  with  creditworthiness  requirements  that were in a net  liability
position was $7.3 million.

                                       11


10.   Fair Value of Financial Instruments

The fair value of cash, cash equivalents, and short-term borrowings approximates
the  carrying  amount  due to the  short  maturities  of these  instruments.  We
estimate the fair value of long-term debt using  discounted  cash flows based on
our  incremental  borrowing  rates for similar debt. The fair value of commodity
and foreign currency contracts is determined as discussed in Note 11. As of July
31, 2009,  the fair values and  carrying  amounts of these  instruments  were as
follows:

(Dollars in millions)                    Carrying         Fair
                                          Amount          Value
Assets:
  Cash and cash equivalents               $286.5         $286.5
  Foreign currency contracts                 1.5            1.5

Liabilities:
  Commodity contracts                        1.4            1.4
  Foreign currency contracts                33.3           33.3
  Short-term borrowings                    253.3          253.3
  Current portion of long-term debt        152.9          152.9
  Long-term debt                           509.1          533.8


11.   Fair Value Measurements

FASB Statement No. 157, "Fair Value Measurements" (FAS 157), defines fair value,
establishes  a  framework  for  measuring  fair value,  and  expands  disclosure
requirements about fair value  measurements.  We adopted FAS 157 on May 1, 2008,
except  as it  relates  to  nonfinancial  assets  and  liabilities  that are not
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually),  such as goodwill and other indefinite-lived  assets.
We adopted FAS 157 as it relates to those items on May 1, 2009,  as permitted by
FSP 157-2,  "Effective  Date of FASB Statement No. 157," with no material impact
on our financial statements.

The fair value  framework  established by FAS 157 categorizes the fair values of
assets and  liabilities  into three levels based upon the  assumptions  (inputs)
used to determine fair value. Level 1 provides the most reliable measure of fair
value, while Level 3 generally requires  significant  management  judgment.  The
three levels are:

 - Level 1: Quoted prices (unadjusted) in active markets for identical assets
   or liabilities.
 - Level 2: Observable inputs other than those included in Level 1, such as
   quoted prices for similar assets and liabilities in active markets; quoted
   prices for identical or similar assets and liabilities in markets that are
   not active; or other inputs that are observable or can be derived from or
   corroborated by observable market data.
 - Level 3: Unobservable inputs that are supported by little or no market
   activity.

                                       12


As of July 31, 2009, the fair values of our financial assets and liabilities are
as follows:

(Dollars in millions)              Total      Level 1      Level 2      Level 3

Assets:
  Foreign currency contracts        $1.5          --         $1.5           --

Liabilities:
  Commodity contracts                1.4         1.4           --           --
  Foreign currency contracts        33.3          --         33.3           --


The fair  value of  commodity  contracts  is based on  quoted  prices  in active
markets.  The fair value of foreign  exchange  contracts is  determined  through
pricing models or formulas using observable market data.

                                       13


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

You should read the following discussion and analysis along with our 2009 Annual
Report.  Note that the results of operations for the three months ended July 31,
2009, do not necessarily indicate what our operating results for the full fiscal
year  will be.  In this  Item,  "we,"  "us," and  "our"  refer  to  Brown-Forman
Corporation.

Important Note on Forward-Looking Statements:
This  report  contains   statements,   estimates,   and  projections   that  are
"forward-looking  statements"  as defined under U.S.  federal  securities  laws.
Words  such  as  "expect,"  "believe,"  "intend,"   "estimate,"  "will,"  "may,"
"anticipate," "project," and similar words identify forward-looking  statements,
which  speak only as of the date we make them.  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.  By their  nature,
forward-looking  statements involve risks, uncertainties and other factors (many
beyond our  control)  that could cause our actual  results to differ  materially
from our historical  experience or from our current expectations or projections.
These risks and other factors include, but are not limited to:

 - deepening or expansion of the global economic downturn or turmoil in
   financial and equity markets (and related credit and capital market
   instability and illiquidity; decreased consumer and trade spending; higher
   unemployment; supplier, customer or consumer credit or other financial
   problems; inventory fluctuations at distributors, wholesalers, or retailers;
   bank failures or governmental nationalizations; etc.)
 - competitors' pricing actions (including price promotions, discounting,
   couponing or free goods), marketing, product introductions, or other
   competitive activities aimed at our brands
 - trade or consumer reaction to our product line extensions or new marketing
   initiatives
 - prolonged or deeper declines in consumer confidence or spending, whether
   related to global economic conditions, wars, natural disasters, pandemics
   (such as swine flu), terrorist attacks or other factors
 - changes in tax rates (including excise, sales, corporate, individual income,
   dividends, capital gains) or related reserves, changes in tax rules (e.g.,
   LIFO, foreign income deferral, U.S. manufacturing deduction) or accounting
   standards, tariffs, or other restrictions affecting beverage alcohol, and
   the unpredictability and suddenness with which they can occur
 - trade or consumer resistance to price increases in our products
 - tighter governmental restrictions on our ability to produce and market our
   products, including advertising and promotion
 - business disruption, decline or costs related to reductions in workforce
   or other cost-cutting measures
 - lower returns on pension assets, higher interest rates on debt, or
   significant changes in recent inflation rates (whether up or down)
 - fluctuations in the U.S. dollar against foreign currencies, especially
   the euro, British pound, Australian dollar, or Polish zloty

                                       14


 - continued reduction of bar, restaurant, hotel and other on-premise business;
   consumer shifts to discount stores to buy our products; consumer shifts away
   from premium-priced products; or other price-sensitive consumer behavior
 - changes in consumer preferences, societal attitudes or cultural trends that
   result in reduced consumption of our products
 - distribution arrangement decisions that affect the timing of our sales or
   limit our ability to market or sell our products
 - adverse impacts resulting from our acquisitions, dispositions, joint
   ventures, business partnerships, or portfolio strategies
 - lower profits, due to factors such as fewer used barrel sales, lower
   production volumes (either for our own brands or those of third parties),
   or cost increases in energy or raw materials, such as grapes, grain, agave,
   wood, glass, plastic, or closures
 - climatic changes, agricultural uncertainties, our suppliers' financial
   hardships or other factors that reduce the availability or quality of grapes,
   agave, grain, glass, closures, plastic, or wood
 - negative publicity related to our company, brands, personnel, operations,
   business performance or prospects
 - product counterfeiting, tampering, or contamination and resulting negative
   effects on our sales, brand equity, or corporate reputation
 - adverse developments stemming from state, federal or other governmental
   investigations of beverage alcohol industry business, trade, or marketing
   practices by us, our distributors, or retailers
 - impairment in the recorded value of inventory, fixed assets, goodwill
   or other intangibles

                                       15


Results of Operations:
First Quarter Fiscal 2010 Compared to First Quarter Fiscal 2009

A summary of our operating  performance  (dollars expressed in millions,  except
per share  amounts) is presented  below.

                                             Three Months Ended
                                                   July 31,
                                            2008             2009         Change
                                           ------           ------        ------
Net sales                                  $790.0           $737.9          (7%)
Gross profit                                380.8            380.1           0%
Advertising expenses                         97.0             76.0         (22%)
Selling, general, and
 administrative expenses                    144.3            117.2         (19%)
Amortization expense                          1.3              1.3
Other (income), net                          (2.4)            (6.4)
   Operating income                         140.6            192.0          37%
Interest expense, net                         7.5              7.1
   Income before income taxes               133.1            184.9          39%
Income taxes                                 44.9             63.5
   Net income                                88.2            121.4          38%

Gross margin                                 48.2%            51.5%

Effective tax rate                           33.8%            34.4%

Earnings per share:
   Basic                                     $0.59            $0.81         38%
   Diluted                                    0.58             0.81         39%


Net sales for the three  months  ended July 31, 2009 were $737.9  million,  down
$52.1 million or 7% compared to the same  prior-year  period.  Sales outside the
U.S.  continued to constitute  more than half of our total sales in the quarter.
The major factors driving the decrease in net sales were:

                                       16


                                                   Change vs.
                                                  Prior Period

   Foreign exchange(1)                                (8%)
   Discontinued brands(2)                             (2%)
   Excise tax increases(3)                             1%
   Underlying change in net sales                      2%
                                                     -----
   Reported change in net sales                       (7%)
                                                     =====

The primary  brands that  contributed to the underlying net sales growth for the
quarter were Jack Daniel's & Cola, Jack Daniel's Tennessee Whiskey,  el Jimador,
Korbel Champagne,  Gentleman Jack, and Woodford Reserve. Australia,  France, and
Germany were the most  significant  geographical  contributors to the underlying
growth for the  quarter.  Results  were mixed in Central and  Eastern  Europe as
consumer demand for Jack Daniel's  continued to expand across much of the region
while  Finlandia grew in some countries of the region while declining in others.
Our results were negatively affected by the global trends of on-premise declines
and trading down by  consumers.  Several of our brands  experienced  significant
retail inventory  reductions in Eastern Europe, while retail inventory levels in
the U.S. and Southern  Europe  markets  appear to have  stabilized  in the first
quarter for many of our brands  compared to the previous two  quarters.  Some of
our wine brands and higher-margin  spirits brands continued to experience retail
inventory  reductions in the U.S.  during the quarter.  Sales through the travel
retail  channel  declined in the quarter due to reduced  traffic as business and
vacation travel levels have significantly decreased.

The  following  discussion  highlights  net sales and  depletion(4)  results for
several brands compared to the same prior period:

 - Jack Daniel's Tennessee Whiskey first quarter reported net sales decreased
   in the mid-single digits, but increased in the low-single digits on a
   constant currency basis(5), reflecting the benefit of price increases.
   Global depletions declined in the low single digits for the period as gains
   in Australia, France, Germany, much of Central Europe, Poland, and Mexico
   were offset by declines in the U.S., the U.K., Spain, South Africa, and
   Italy.


- --------
(1) Refers to net gains and losses incurred by the company relating to sales
    and purchases in currencies other than the U.S. dollar. We use the measure
    to understand the growth of the business on a constant dollar basis as
    fluctuations in exchange rates can distort the underlying growth of our
    business (both positively and negatively). To neutralize the effect of
    foreign exchange fluctuations, we have historically translated current year
    results at prior year rates. While we recognize that foreign exchange
    volatility is a reality for a global company, we routinely review our
    company performance on a constant dollar basis. We believe this allows both
    management and our investors to understand better our company's underlying
    business performance.
(2) Refers to both the company's December 2008 sale of its Bolla and Fontana
    Candida Italian wine brands to Gruppo Italiano Vini (GIV) and to the impact
    of certain agency brands distributed in various geographies that exited
    Brown-Forman's portfolio during the comparable period.
(3) Excise tax increases refers to the impact of the additional revenue related
    to these increases implemented during the period in several markets around
    the world.
(4) Depletions are shipments direct to retail or from distributors to wholesale
    and retail customers, and are commonly regarded in the industry as an
    approximate measure of consumer demand.
(5) Constant currency represents reported net sales with the cost/benefit of
    currency movements removed. Management uses the measure to understand the
    changes of the business on a constant dollar basis, as fluctuations in
    exchange rates can distort the underlying increases and decreases of the
    business both positively and negatively.

                                       17


 - Finlandia global net sales declined double digits on a reported basis and
   mid-single digits on both a constant currency and depletion basis in the
   period, primarily resulting from trade inventory reductions in much of
   Eastern Europe, particularly Poland.  The brand continued to experience
   double digit depletion growth in Russia while depletions were flat in the
   U.S., the brand's second largest market.

 - Southern Comfort global net sales declined double digits during the quarter
   on both a reported and in constant currency basis.  We believe Southern
   Comfort's negative trends continue to be influenced by declines in the
   on-premise in the brand's major markets, the U.S. and the U.K.

 - el Jimador experienced strong growth in both net sales and depletions in the
   quarter as positive consumer and trade response to the brand's reformulation
   and repackaging continued in both Mexico and the U.S.

 - Gentleman Jack reported and constant currency net sales grew double digits
   during the quarter, while Jack Daniel's & Cola experienced significant
   volumetric and net sales growth as the performance of the brand cycled
   against a depressed period last year which followed the unexpected excise
   tax increase on ready-to-drink in Australia.

 - Korbel Champagne and Woodford Reserve grew net sales at double-digit rates
   for the quarter on both a reported and constant currency basis. Canadian Mist
   and Pepe Lopez experienced improved net sales trends for the same period as
   consumers traded down from more premium price points.

Our gross profit was essentially  unchanged for the quarter compared to the same
period  last year.  The  absence of last  year's  first  quarter  $22.4  million
non-cash  inventory  write-down related to agave plants was offset by the impact
of a stronger U.S. dollar.

The  following  table shows the major factors  influencing  the changes in gross
profit for the quarter:

                                                   Change vs.
                                                  Prior Period

   Foreign exchange                                   (6%)
   Underlying change in gross profit                   0%
   Non-cash agave inventory write-down(6)              6%
                                                     -----
   Reported change in gross profit                     0%
                                                     =====


- --------
(6) Refers to an abnormal number of agave plants identified during the first
    quarter of fiscal 2009 as dead or dying. Although agricultural uncertainties
    are inherent in our tequila or any other business that includes the growth
    and harvesting of raw materials, we believe that the magnitude of this item
    distorts the underlying trends of our business.

                                       18


Despite a 2% increase in underlying net sales for the quarter,  underlying gross
profit was flat due in part to a larger  proportion of net sales  generated this
quarter by lower margin products such as JD & Cola.

Our  overall  reported  gross  margin as a percent of net sales  increased  3.3%
points in the quarter due largely to the absence of the non-cash agave inventory
write-down in last year's first quarter. In addition,  the impact of the exit of
several  low-margin  brands from our  portfolio  also  boosted the margin in the
quarter.

Advertising  investments decreased 22% compared to last year's first quarter due
in part to the impact of a stronger  U.S.  dollar  and the  absence of  spending
behind  brands  that are no  longer in our  portfolio.  Excluding  these  items,
advertising  investments remained significantly below the same period last year,
primarily  reflecting a further shift in  investments  to the September  through
December  period and a continued  reallocation  of brand  investment both within
advertising and promotion and to other activities such as value-added  packaging
and  targeted  consumer  price  promotions,  both of which are not  reflected in
advertising expense.

Selling,  general,  and administrative  expenses decreased $27.1 million, or 19%
from the first quarter last year.  Several factors  influenced this reduction in
spending  including  the impact of a stronger  U.S.  dollar,  the benefit of the
actions we took in the fourth  quarter  to reduce  our cost base,  including  an
early retirement  program and an overall  reduction in workforce,  the timing of
some activities, and the continued tight management of discretionary expenses.

Operating income increased $51.4 million,  or 37% from the first quarter of last
year.  Operating income benefited from the absence of the $22.4 million non-cash
agave inventory  write-down in last year's first quarter and lower  advertising,
and selling,  general, and administrative  spending for the period, a portion of
which is due to a shift in spending to later in the fiscal year.  These positive
factors were only  partially  offset by a stronger  U.S.  dollar,  which reduced
operating  income  by  approximately  $6.0  million,  and  the  loss  of  income
associated  with brands which no longer exist in portfolio.  The following table
summarizes the major factors  influencing the change in operating income for the
quarter:

                                                   Change vs.
                                                  Prior Period

   Foreign exchange                                   (4%)
   Discontinued brands                                (1%)
   Non-cash agave inventory write-down                19%
   Underlying change in operating income              23%
                                                     -----
   Reported change in operating income                37%
                                                     =====

Net interest expense decreased by $0.4 million,  reflecting lower net debt and a
reduction in short-term interest borrowing rates compared to a year ago.

The  effective tax rate in the quarter was 34.4% for the three months ended July
31, 2009 compared to 33.8% a year ago. During the quarter our effective tax rate
was negatively  impacted by a discrete event,  which resulted in the recognition
of additional tax expense.

                                       19


Reported  earnings  per share of $0.81 for the  quarter  increased  39% from the
$0.58  earned in the same prior year  period.  Performance  for the  quarter was
helped by the underlying growth in operating income, the absence of the non-cash
agave  inventory  write down from last year's first quarter,  a reduction in net
interest  expense,  and  fewer  shares  outstanding  resulting  from  our  share
repurchase  activity authorized in December 2008. Reported earnings were hurt by
a stronger U.S. dollar, the loss of income associated with discontinued  brands,
and a higher effective tax rate than in the first quarter of fiscal 2009.

FULL-YEAR OUTLOOK

Our projected  fiscal 2010 full-year  diluted earnings per share outlook remains
unchanged at $2.60 to $3.00 per share.  We have seen  improvement in some global
economic indicators.  However, we remain concerned about the global environment,
including further weakness in the on-premise channel,  continued trading-down by
consumers,  softening spirits consumption trends, potential fluctuations in both
inventory  levels  and  foreign  exchange  rates,  and  aggressive   competitive
activities.  We  expect  less  operating  expense  leverage  and more  difficult
comparables for the remainder of the fiscal year,  which are  incorporated  into
the projected full-year earnings guidance.

LIQUIDITY AND FINANCIAL CONDITION

Cash and cash  equivalents  declined $53.6 million during the three months ended
July 31, 2009,  compared to an increase of $41.3 million  during the same period
last year.  Cash  provided  by  operations  was $117.8  million,  up from $104.7
million for the same three-month  period last year,  largely  reflecting  higher
earnings (excluding non-cash items). Cash used for investing activities declined
from last year by $6.2 million due to lower capital expenditures.  Cash used for
financing   activities  was  $125.3  million  more  than  last  year,  primarily
reflecting a $73.8 million  increase in net debt  repayments and a $50.8 million
increase  in share  repurchases.  The impact on cash and cash  equivalents  as a
result of exchange  rate changes was an increase of $14.3  million for the three
months ended July 31, 2009, compared to an increase of $3.2 million for the same
period last year.

We have access to several  liquidity  sources to supplement  our cash flow.  Our
commercial paper program,  supported by our bank credit  facility,  continues to
fund our short-term  credit needs at attractive  interest rates.  Our commercial
paper has  enjoyed  steady  demand  from  investors.  If we could no longer  get
short-term  funding in the  commercial  paper  market,  we expect  that we could
satisfy our liquidity needs by drawing on our $800 million bank credit facility.
This facility expires April 30, 2012, and carries  favorable terms compared with
current market conditions. Under extreme market conditions, this agreement might
not be fully  funded.  Several  banks in our  credit  facility  consortium  have
received  significant  federal  government  funding  and  could  fail or  become
nationalized;  we do not know the  effect  such an extreme  event  might have on
those banks' commitment to fund our credit facility.  While we are alert to this
uncertainty,  the markets for investment-grade  bonds and private placements are
currently  robust,  and we believe  these  should  provide a source of long-term
financing that we could use to pay off our short-term debt if necessary.

                                       20


Our credit facility  includes only one financial  covenant,  which requires that
our consolidated  EBITDA (as defined in the agreement) to consolidated  interest
expense  not be less than a ratio of 3 to 1. At July 31,  2009,  with a ratio of
approximately 22 to 1, we were within this covenant's parameters.  No borrowings
were outstanding under the credit facility as of July 31, 2009.

We have been closely  monitoring our counterparty risks with respect to our cash
balances and  derivative  contracts  (that is,  foreign  currency and  commodity
hedges) and have unwound  exposures  when prudent.  Absent  significant  further
deterioration of market conditions, we believe our current liquidity position is
strong  and  sufficient  to  meet  all  of our  financial  commitments  for  the
foreseeable future, including the April 1, 2010, maturity of $150 million in our
floating rate notes.

In December  2008,  we  announced  that our Board of  Directors  authorized  the
repurchase of up to $250 million of our  outstanding  Class A and Class B common
shares over the succeeding 12 months,  subject to market conditions.  Under this
plan,  we can  repurchase  shares  from  time to time  for  cash in open  market
purchases,   block  transactions,   and  privately  negotiated  transactions  in
accordance with applicable federal securities laws. As of July 31, 2009, we have
repurchased  a total of  2,012,082  shares  (18,800 of Class A and  1,993,282 of
Class B) under this plan for approximately $89.3 million. The average repurchase
price per share, including broker commissions, was $46.52 for Class A and $44.38
for Class B.

On July 23,  2009,  our Board of  Directors  approved a regular  quarterly  cash
dividend of $0.2875 per share on Class A and Class B Common Stock.  Stockholders
of record on  September  8, 2009 will  receive  the cash  dividend on October 1,
2009.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

We hold debt  obligations,  foreign currency forward and option  contracts,  and
commodity  futures  contracts  that are exposed to risk from changes in interest
rates,  foreign  currency  exchange rates, and commodity  prices,  respectively.
Established  procedures  and internal  processes  govern the management of these
market risks.

Item 4.   Controls and Procedures

The Chief Executive  Officer ("CEO") and the Chief Financial  Officer ("CFO") of
Brown-Forman  (its principal  executive and principal  financial  officers) have
evaluated  the   effectiveness  of  the  company's   "disclosure   controls  and
procedures" (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934 (the  "Exchange  Act")) as of the end of the period covered by this report.
Based  on  that  evaluation,  the  CEO  and CFO  concluded  that  the  company's
disclosure  controls and  procedures:  are effective to ensure that  information
required to be disclosed by the company in the reports  filed or submitted by it
under the Exchange Act is recorded,  processed,  summarized, and reported within
the time periods  specified in the SEC's rules and forms;  and include  controls
and procedures  designed to ensure that information  required to be disclosed by
the company in such reports is  accumulated  and  communicated  to the company's
management,  including  the CEO and the CFO,  as  appropriate,  to allow  timely
decisions  regarding  required  disclosure.  There  has  been no  change  in the
company's  internal  control  over  financial  reporting  during the most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the company's internal control over financial reporting.

                                       21


                           PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides  information  about shares of our common stock that
we repurchased during the quarter ended July 31, 2009:

                                                                          Total Number of       Approximate Dollar
                                                Total                    Shares Purchased        Value of Shares
                                              Number of      Average         as Part of          that May Yet Be
                                                Shares     Price Paid   Publicly Announced     Purchased Under the
                   Period                     Purchased     per Share    Plans or Programs      Plans or Programs
                                                                                     
 May 1, 2009 - May 31, 2009                      15,041      $47.43              --               $211,000,000
 June 1, 2009 - June 30, 2009                   369,241      $43.00           369,241             $195,200,000
 July 1, 2009 - July 31, 2009                   804,149      $42.92           804,149             $160,700,000
 Total                                        1,188,431      $43.00         1,173,390


As  announced  on  December  4,  2008,  our Board of  Directors  authorized  the
repurchase  of up to $250.0  million of  outstanding  Class A and Class B common
stock over the succeeding 12 months,  subject to market  conditions.  Under this
plan,  we can  repurchase  shares  from  time to time  for  cash in open  market
purchases,   block  transactions,   and  privately  negotiated  transactions  in
accordance  with applicable  federal  securities  laws.  1,173,390 of the shares
included in the above table were acquired as part of this program.

The  remaining  15,041  shares  included in the above table were  received  from
employees  (including  retirees) to satisfy income tax  withholding  obligations
triggered by the vesting of restricted shares.

                                       22


Item 4.   Submission of Matters to a Vote of Security Holders

At the Annual  Meeting of  Stockholders  of the company held July 23, 2009,  the
following matters were voted upon:

   a) Votes regarding the election of the persons named below as directors until
      the next annual election of directors, or until a successor has been
      elected and qualified:

      Name of Nominee                               For                   Against             Abstained
                                                                                     
      Patrick Bousquet-Chavanne                  54,577,106                38,836                 9,938
      Geo. Garvin Brown IV                       53,735,159               886,257                 4,464
      Martin S. Brown, Jr.                       53,798,914               820,829                 6,137
      John D. Cook                               54,574,808                35,702                15,370
      Sandra A. Frazier                          53,800,169               820,513                 5,198
      Richard P. Mayer                           51,964,829             2,651,857                 9,194
      William E. Mitchell                        54,574,792                36,959                14,129
      William M. Street                          49,193,391             5,428,885                 3,604
      Dace Brown Stubbs                          49,579,015               828,635             4,218,230
      Paul C. Varga                              49,155,658             5,465,065                 5,157
      James S. Welch, Jr.                        49,079,662             2,957,514             2,588,704


   b) Votes regarding the re-approval of the performance measures set forth in
      the Brown-Forman 2004 Omnibus Compensation Plan:

         For                                                   54,327,740
         Against                                                  166,253
         Abstained                                                131,887


Item 6.  Exhibits

   10    Form of Restricted Stock Unit Award.

   31.1  CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act
         of 2002.

   31.2  CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act
         of 2002.

   32    CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         (not considered to be filed).

                                       23


                                   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 thereunto duly authorized.


                                                BROWN-FORMAN CORPORATION
                                                     (Registrant)


Date:   September 4, 2009                  By:  /s/ Donald C. Berg
                                                Donald C. Berg
                                                Executive Vice President
                                                 and Chief Financial Officer
                                                (On behalf of the Registrant and
                                                 as Principal Financial Officer)


                                       24


                                                                     Exhibit 10

                            BROWN-FORMAN CORPORATION
                         2004 OMNIBUS COMPENSATION PLAN

                           RESTRICTED STOCK UNIT AWARD

                                     SUMMARY

Participant:                                                      EMPLOYEE NAME
Grant Date:                                                       July 23, 2009
Vesting Date:                                                     April 30, 2013
Number of Class B Common RSUs:                                    100
Class B Common Stock Price per Share on Grant Date:               $50.00


     THIS AWARD,  effective as of the Grant Date set forth  above,  represents a
grant of Class B Common  Restricted Stock Units by Brown-Forman  Corporation,  a
Delaware   corporation  (the  "Company"),   under  the  Company's  2004  Omnibus
Compensation  Plan, as amended (the "Plan") to the Company  employee named above
("Participant").  Capitalized  terms not otherwise defined herein shall have the
meanings ascribed to them in the Plan.

     1. Grant of  Restricted  Stock  Units.  The  Company  hereby  grants to the
Participant  that number of Class B Common  Restricted  Stock Units ("RSUs") set
forth in the summary table above.  Each RSU  represents the right to receive one
share of the Company's Class B Common Stock, subject to the terms and conditions
set forth herein and in the Plan.  The RSUs are granted  pursuant to Section 7.3
of the Plan as "market  value  units"  ("MVUs"),  and for  purposes of the Plan,
shall be designated and treated as MVUs under the Plan.

     2.  Restrictions  on  Transferability.  Until the delivery of shares of the
Company's  Class B Common Stock with respect to the RSUs in accordance  with the
terms of this Award, the RSUs may not be sold, assigned,  transferred,  disposed
of, pledged or otherwise  hypothecated by the  Participant.  Any attempted sale,
assignment,  transfer, disposition, pledge or hypothecation of the RSUs shall be
void and of no effect,  and the Company  shall have the right to  disregard  the
same on its books and  records  and issue "stop  transfer"  instructions  to its
transfer agent.

     3. Risk of Forfeiture and Payment of Shares.  Except as provided  herein or
in the Plan,  the risk of forfeiture to which the RSUs are subject shall expire,
and the number of shares of the Company's  Class B Common Stock  represented  by
this Award shall be issued to the  Participant  on the vesting date set forth in
the summary table above ("Vesting  Date") provided that the Participant  remains
continuously employed by the Company or its affiliates through the Vesting Date.

     4. Termination of Employment.  In the event the Participant does not remain
continuously  employed by the Company  through the Vesting  Date,  the following
rules will apply:

          4.1 Retirement. Retirement means termination of employment on or after
     reaching  age 55 with at least  five (5) full  years of  service,  or on or
     after  reaching  age 65 with any  service.  If the  Participant  terminates
     employment by reason of  Retirement,  the RSU vesting  period will continue
     unaffected. Retirement does not accelerate the Vesting Date or the issuance
     of shares on such date.



          4.2 Death.  A pro-rated  portion of unvested RSUs (based on the number
     of months of  continuous  employee  service  completed  by the  Participant
     during  the  vesting  period)  shall  immediately  vest and the  applicable
     pro-rated   number  of  shares  of  the  Company's  Class  B  Common  Stock
     represented  by  this  Award  shall  be  delivered  to  the   Participant's
     beneficiary(ies),  as determined pursuant to Section 8 below, within thirty
     (30) days of the  Participant's  death,  with the payment  date within such
     period to be determined by the Company in its sole discretion.

          4.3 Voluntary Termination, Involuntary Termination for Cause. Unvested
     RSUs shall be immediately forfeited to the Company, without compensation to
     the Participant, in the event of the Participant's voluntary termination or
     involuntary termination for Cause.

          4.4 Termination for any Other Reasons.  Unless otherwise determined by
     the  Plan  Administrator,  in its  sole  discretion,  if the  Participant's
     employment terminates for any reason other than those set out in items 4.1,
     4.2 and 4.3  immediately  above prior to the Vesting  Date,  unvested  RSUs
     shall be immediately forfeited to the Company,  without compensation to the
     Participant.  Notwithstanding  the  foregoing,  if the  Plan  Administrator
     determines  to  accelerate   the  Vesting  Date  for  any  Award  upon  the
     Participant's  termination of  employment,  the payment date will be a date
     within  ninety  (90)  days  following  the  Participant's   termination  of
     employment,  with the payment date within such period to be  determined  by
     the Company in its sole discretion.

     5.  Change in  Control.  Upon the  occurrence  of a Change in  Control,  as
defined in the Plan,  RSUs shall be treated in accordance with Article 11 of the
Plan.

     6. Rights as a Shareholder.  The Participant has no rights as a shareholder
including,  but not  limited  to, the right to  receive  dividends  or  dividend
equivalents,  or to  vote on  shareholder  issues,  with  respect  to the  RSUs.
Shareholder  rights accrue only upon the vesting of the RSUs on the Vesting Date
and the subsequent delivery of the shares.

     7.  Recapitalization.  If  there  is any  change  in the  Company's  equity
capitalization   through  the   declaration   of  stock   dividends  or  through
recapitalization  resulting  in stock splits or through  merger,  consolidation,
exchange of shares, or otherwise, the Plan Administrator shall adjust the number
of RSUs to prevent dilution or enlargement of rights.

     8.  Beneficiary  Designation.  The Participant may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or successively)
to whom any  benefit  under this Award is to be paid in case of his or her death
before he or she  receives  any or all of such  benefit.  Each such  designation
shall  revoke  all prior  designations  by the  Participant,  shall be in a form
prescribed by the Company,  and will be effective only when delivered during the
Participant's lifetime to the Company at its executive offices, addressed to the
attention of the  Compensation  Department  in  Louisville,  Kentucky.  Absent a
Participant's  proper and timely designation of a beneficiary under this Section
8, any benefits payable under this Award upon the  Participant's  death shall be
paid to the Participant's estate.



     9.  Continuation  of  Employment.  This  Award  shall not  confer  upon the
Participant  any right to continued  employment  by the Company,  nor shall this
Award   interfere  in  any  way  with  the  Company's  right  to  terminate  the
Participant's employment at any time. A transfer of the Participant's employment
between the Company and any of its  subsidiaries,  or between any  divisions  or
subsidiaries  of the Company shall not be deemed a termination of employment for
purposes of the vesting of RSUs.

     10. Tax Consequences. By accepting this Award, the Participant acknowledges
that (i) the Participant  (and not the Company) shall be responsible for any tax
liability  that may arise as a result of this Award  and/or its  vesting and the
issuance  of  Class B  Common  Stock  in  connection  therewith;  (ii) he or she
understands that the Company may deduct or withhold,  or require the Participant
to remit to the Company, an amount of Class B Common Stock sufficient to satisfy
Federal,  state, and local taxes (including the  Participant's  FICA obligation)
required by law to be withheld  with  respect to the vesting of this Award;  and
(iii) he or she is encouraged to consult with a qualified tax advisor concerning
the RSUs.

     11. Miscellaneous.

          11.1 This Award and the  Participant's  rights under it are subject to
     all the terms and  conditions  of the Plan, as the same may be amended from
     time to time, as well as to such rules as the Plan Administrator may adopt.
     The Plan Administrator may, in its sole discretion,  administer,  construe,
     and make all determinations  necessary or appropriate to the administration
     of the  Plan  and  the  RSUs,  all of  which  shall  be  binding  upon  the
     Participant.

          11.2  Subject to the  provisions  of the Plan and any  applicable  law
     (including Section 409A of the Code), the Board of Directors may terminate,
     amend, or modify the Plan;  provided,  however,  that no such  termination,
     amendment,  or modification of the Plan may in any way adversely affect the
     Participant's  rights under this Award,  without the written consent of the
     Participant.

          11.3 This Award shall be subject to all applicable  laws,  rules,  and
     regulations, and to such approvals by any governmental agencies or national
     securities exchanges as may be required. The Participant agrees to take all
     steps  necessary  to comply  with all  Federal  and state  securities  laws
     applicable to this Award.

          11.4 The  Company's  obligations  under the Plan and this Award  shall
     bind any successor to the Company, whether succession results from a direct
     or  indirect  purchase,  merger,  consolidation,  or  otherwise,  of all or
     substantially all of the business and/or assets of the Company.

          11.5 To the extent not  preempted by Federal law,  this Award shall be
     governed by, and  construed in  accordance  with,  the laws of the State of
     Delaware.

          11.6 This Award is subject to the terms of the Plan and Administrative
     Guidelines  promulgated  under  it from  time to  time.  In the  event of a
     conflict  between  this  document  and the  Plan,  the  Plan as well as any
     determinations  made by the Plan  Administrator  as authorized by the Plan,
     shall govern.



          11.7 The parties acknowledge and agree that, to the extent applicable,
     this Award shall be interpreted  in accordance  with, and the parties agree
     to use their best efforts to achieve timely  compliance with,  Section 409A
     of the Code and the Treasury  Regulations and other  interpretive  guidance
     issued  thereunder,  including  without  limitation any such regulations or
     other guidance that may be issued after the Grant Date. Notwithstanding any
     provision  of this Award to the  contrary,  in the event  that the  Company
     determines that any compensation or benefits payable or provided under this
     Award may be subject to Section  409A of the Code,  the  Company  may adopt
     such  limited  amendments  to  this  Award  and  appropriate  policies  and
     procedures, including amendments and policies with retroactive effect, that
     the Company  reasonably  determines  are  necessary or  appropriate  to (i)
     exempt the  compensation and benefits payable under this Award from Section
     409A  of the  Code  and/or  preserve  the  intended  tax  treatment  of the
     compensation  and  benefits  provided  with  respect  to this Award or (ii)
     comply with the requirements of Section 409A of the Code.

          11.8  Notwithstanding any other provision of this Award, to the extent
     the  delivery  of  the  shares  of  the  Company's  Class  B  Common  Stock
     represented by this Award is treated as non-qualified deferred compensation
     subject to Section  409A of the Code,  then (a) no  delivery of such shares
     shall be made upon a  Participant's  termination of employment  unless such
     termination of employment  constitutes a "separation  from service"  within
     the meaning of Section  1.409A-1(h) of the Treasury  Regulations and (b) if
     the  Participant is deemed at the time of his  termination of employment to
     be a "specified  employee" for purposes of Section  409A(a)(2)(B)(i) of the
     Code,  then to the extent  delayed  delivery of the shares of the Company's
     Class B Common Stock to which the Participant is entitled under this Award,
     and which is deliverable to the  Participant  due to his or her termination
     of  employment,  is  required in order to avoid a  prohibited  distribution
     under Section  409A(a)(2)(B)(i)  of the Code, such delivery of shares shall
     not be made to the  Participant  prior to the earlier of (x) the expiration
     of the  six-month  period  measured  from  the  date  of the  Participant's
     "separation  from  service"  with the  Company  (as such term is defined in
     Section  1.409A-1(h)  of the Treasury  Regulations)  or (y) the date of the
     Participant's  death.  The  determination  of whether the  Participant is a
     "specified  employee" for purposes of Section  409A(a)(2)(B)(i) of the Code
     as of the time of his separation  from service shall be made by the Company
     in  accordance  with the terms of Section  409A of the Code and  applicable
     guidance  thereunder  (including without limitation Section  1.409A-1(i) of
     the Treasury Regulations and any successor provision thereto).

     IN WITNESS  WHEREOF,  the Company has executed this  Restricted  Stock Unit
Award effective as of the Grant Date set forth above.


                                                        BROWN-FORMAN CORPORATION


                                                        By: Lisa Steiner
                                                        Senior Vice President,
                                                        Global Human Resources





                                                                   Exhibit 31.1

       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Paul C. Varga, certify that:

1.  I have reviewed this Quarterly report on Form 10-Q of Brown-Forman
    Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  Designed such internal control over financial reporting, or caused such
        internal control over financial reporting to be designed under our
        supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting
        principles;

    c)  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    d)  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of the registrant's board of
    directors (or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.



Date:   September 4, 2009                  By:  /s/ Paul C. Varga
                                                Paul C. Varga
                                                Chief Executive Officer



                                                                   Exhibit 31.2

       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Donald C. Berg, certify that:

1.  I have reviewed this Quarterly report on Form 10-Q of Brown-Forman
    Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  Designed such internal control over financial reporting, or caused such
        internal control over financial reporting to be designed under our
        supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting
        principles;

    c)  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    d)  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of the registrant's board of
    directors (or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.



Date:   September 4, 2009                  By:  /s/ Donald C. Berg
                                                Donald C. Berg
                                                Chief Financial Officer





                                                                     Exhibit 32

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report of  Brown-Forman  Corporation  ("the
Company")  on Form 10-Q for the period  ended July 31,  2009,  as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in the capacity as an
officer of the Company, that:

(1)  The Report fully complies with the requirements of Section 13(a) of the
     Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



Date:   September 4, 2009                  By:  /s/ Paul C. Varga
                                           Paul C. Varga
                                           Chairman and Chief Executive Officer



                                           By:  /s/ Donald C. Berg
                                           Donald C. Berg
                                           Executive Vice President
                                            and Chief Financial Officer



A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

This certificate is being furnished solely for purposes of Section 906 and is
not being filed as part of the Periodic Report.