PRICING SUPPLEMENT NO. 2                                        RULE 424(b)(2)
TRADE DATE:  May 24, 1995                            REGISTRATION NO: 33-52551
To Prospectus Supplement dated March 23, 1994
Including the Prospectus dated March 14, 1994       CUSIP NUMBER: 115 63 QAB 4

                              BROWN-FORMAN CORPORATION
                                   $10,000,000
                                MEDIUM-TERM NOTES
                  Due More Than Nine Months from Date of Issue

Floating Rate Note ( )                     6.82% Fixed Rate Note (X)
Senior Medium-Term Note ( )                Subordinated Medium-Term Note ( )

Principal Amount:       $10,000,000        Issue Price 100%
Original Issue Date:    June 1, 1995       Specified Currency:  U.S. Dollars
Interest Accrual Date:  June 1, 1995       Maturity Date:  June 1, 2005

Redemption Date(s):   None                 New           Notice of
Redemption Price(s):  N/A                  Maturity      Renewal
Authorized Denominations (if other than    Date(s):      Dates(s):
  denominations of $1,000 and integral     ----------    ------------
  multiples of $1,000 in excess thereof
  in U.S. Dollars):   N/A

Prepayment Date(s):   None                 Interest Payment Period:
Prepayment Price(s):  N/A                    Semi-Annual

Original Issue Discount Note:              Interest Payment Dates:
( ) Yes    (X) No                            May 1 and November 1
Total Amount of OID:         N/A
Yield to Maturity:           N/A           Global Security: (X) Yes   ( ) No
Initial Accrual Period OID:  N/A           Exchange Rate Agent:       N/A
Method Used to Determine Yield             Historical Exchange Rate:  N/A
  to Maturity and Initial
  Accrual Period OID:        N/A

For Floating Rate Notes Only:              Spread (plus or minus):    N/A
  Initial Interest Rate:     N/A           Spread Multiplier:         N/A
  Index Maturity:            N/A           Maximum Interest Rate:     N/A
  Base Rate(s):              N/A           Minimum Interest Rate:     N/A
  If LIBOR, Designated LIBOR Page:         Calculation Rate Agent:    N/A
  ( ) LIBOR Reuters                        Names of Agents:  Goldman Sachs;
  ( ) LIBOR Telerate                         Lehman Brothers
Index Currency:  U.S. Dollars              Agent's Discount or Commission:
Interest Reset Period:       N/A                        $   62,500 (.625%)
Interest Reset Dates:        N/A           Net Proceeds to Company:
                                                        $9,937,500

(X) Agents are acting as Agents for the sale of Notes by the Company at a price 
    to the public of 100% of Principal Amount. 

Additional Terms:  N/A