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                                 EXHIBIT 24(B)

                RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
             BROWN-FORMAN CORPORATION EFFECTIVE AS OF JULY 11, 1996

WHEREAS, the Securities Act of 1933 requires the filing of a registration
statement (the "Registration Statement") on Form S-8 by the Company relating to
the Brown-Forman Omnibus Compensation Plan (the "Plan");

 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 with the Securities and Exchange Commission on behalf
of the Company the Registration Statement;

BE IT 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

BE IT FURTHER RESOLVED, that the Company 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 Garrison R. Cox, and each of them, his or her true and lawful
attorneys and agents:

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

         (b)      to execute in his name, and on behalf of the Plan, any and all
                  documents relating to the Plan, 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 unanimous written
consent of the Board of Directors of said corporation, pursuant to Section
141(f) of the Delaware Corporation Code and that said resolutions are still in
full force and effect.

In testimony whereof, witness my hand this 6th day of May, 1999.

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



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