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                                                                  EXHIBIT 24(b)


                RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
          BROWN-FORMAN CORPORATION ACTING BY UNANIMOUS WRITTEN CONSENT
                       EFFECTIVE AS OF FEBRUARY 25, 1999

         WHEREAS, the Securities Act of 1933 requires the filing of a
         registration statement on Form S-8 (the "Registration Statement") by
         the Company and the Plans relating to the contemplated amendments to
         the Plans;

         NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of the
         Company, with the assistance of its accountants and counsel, are hereby
         authorized to prepare, execute, and file the Registration Statement
         with the Securities and Exchange Commission on behalf of the Company
         and the Plans; and

         FURTHER RESOLVED, that Michael B. Crutcher, Senior Vice President,
         General Counsel, and Secretary of the Company, be and hereby is
         appointed and designated as a person duly authorized to receive
         communications and notices from the Securities and Exchange Commission
         with respect to any documents relating to the Registration Statement;
         and

         FURTHER RESOLVED, that the Company, the Plans, and each director and
         officer who may be required to execute any filings or documents
         relating to the Registration Statement and any amendments thereof or
         appendices thereto be, and hereby is, authorized to execute a power of
         attorney appointing Steven B. Ratoff, Michael B. Crutcher, and Nelea A.
         Absher, and each of them, his true and lawful attorneys and agents:

         (a)  to execute in his name, and on behalf of the Company and the
              Plans, any and all documents relating to the Plans, and to file
              the same with the Securities and Exchange Commission; and

         (b)  to execute in his name, and on behalf of the Company and the
              Plans, any and all documents relating to the Plans, and to file
              the same with any state or foreign securities commissions; and

I, Nelea A. Absher, being duly elected and acting Assistant Vice President and
Assistant Secretary of Brown-Forman Corporation, do hereby certify that the
above is a true and correct copy of resolutions adopted by the Board of
Directors of said corporation, and that said resolutions are still in full force
and effect.

In testimony whereof, witness my hand this 17th day of March, 1999.




                                             /s/ Nelea A. Absher
                                             ----------------------------------
                                             Nelea A. Absher
                                             Assistant Vice President
                                             and Assistant Secretary
                                             Brown-Forman Corporation