1




                                                                   EXHIBIT 24(a)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, as of the 11th day of July, 1996, the
undersigned each constitutes and appoints Steven B. Ratoff, Michael B. Crutcher,
and Garrison R. Cox, and each of them, his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities:

(a)               to sign and file with the Securities and Exchange Commission
                  one or more Registration Statements on Form S-8 relating to
                  the Brown-Forman Omnibus Compensation Plan, and any and all
                  related amendments, exhibits, or appendices (including
                  post-effective amendments); and

(b)               to prepare, execute and file with the appropriate securities
                  commissions in states or other jurisdictions any forms or
                  filings (including any amendments or exhibits) necessary or
                  useful in complying with state or foreign securities laws in
                  the issuance of shares under the Omnibus Compensation Plan,

granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute(s), may lawfully do or cause to be done by virtue of
this power of attorney.

BROWN-FORMAN CORPORATION


By:      /s/ Owsley Brown II
         Owsley Brown II
         Chairman & Chief Executive Officer



                                         
/s/ Barry D. Bramley                        /s/ Geo. Garvin Brown III
Barry D. Bramley                            Geo. Garvin Brown III
Director                                    Director


/s/ Owsley Brown II                         /s/ Donald G. Calder
Owsley Brown II                             Donald G. Calder
Director                                    Director


/s/ Owsley Brown Frazier                    /s/ Richard P. Mayer
Owsley Brown Frazier                        Richard P. Mayer
Director                                    Director



                                       12
   2


                                         
/s/ Stephen E. O'Neil                       /s/ William M. Street
Stephen E. O'Neil                           William M. Street
Director                                    Director


/s/ James S. Welch
James S. Welch
Director













                                       13