Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BROWN OWSLEY II
   2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [BFA, BFB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
850 DIXIE HIGHWAY		 3. Date of Earliest Transaction (Month/Day/Year)
12/09/2008
(Street)

LOUISVILLE, KY 40210		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common 12/09/2008   M   69,847 A $ 24.3 104,411 (1) D  
Class B Common 12/09/2008   F   49,629 D $ 50.94 54,782 D  
Class B Common 12/09/2008   S   97 D $ 48.82 54,685 D  
Class B Common 12/09/2008   S   300 D $ 48.83 54,385 D  
Class B Common 12/09/2008   S   100 D $ 48.84 54,285 D  
Class B Common 12/09/2008   S   500 D $ 48.88 53,785 D  
Class B Common 12/09/2008   S   100 D $ 48.89 53,685 D  
Class B Common 12/09/2008   S   200 D $ 48.91 53,485 D  
Class B Common 12/09/2008   S   103 D $ 48.93 53,382 D  
Class B Common 12/09/2008   S   200 D $ 48.96 53,182 D  
Class B Common 12/09/2008   S   100 D $ 48.98 53,082 D  
Class B Common 12/09/2008   S   200 D $ 49 52,882 D  
Class B Common 12/09/2008   S   100 D $ 49.02 52,782 D  
Class B Common 12/09/2008   S   1,400 D $ 49.07 51,382 D  
Class B Common 12/09/2008   S   100 D $ 49.09 51,282 D  
Class B Common 12/09/2008   S   700 D $ 49.1 50,582 D  
Class B Common               50,008 (2) I Breeze Hill LP
Class B Common               84,129 (2) I GRAT 1994
Class B Common               5,739 (2) I GRAT 2001
Class B Common               68,002 (3) I Equal Shares 2006, LP
Class B Common               26,618 (4) I Longview, LP
Class B Common               132,402 (2) I Poplar Terrace LP
Class B Common               99,510 (2) I Guilford-Brown LP
Class B Common               947 (2) I Nectar
Class B Common               433,236.25 (5) I Hebe, LP
Class B Common               3,171 (6) I Hebe Non-Exempt Trust fbo Owsley Brown II
Class B Common               1,092 (7) I Hebe Exempt Trust fbo Owsley Brown II
Class B Common               1,276,190 (8) I GANYMO Trust/Partnership
Class B Common               4,070,185 (9) I Olympus Three, LLC
Class B Common               43,273 (2) I Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (10) $ 24.3 12/09/2008   M     69,847 05/01/2002 04/30/2009 Class B Common 69,847 $ 0 0 D  
Non-Qualified Stock Option (right to buy) (11) $ 19.68             05/01/2003 04/30/2010 Class B Common 101,327   101,327 D  
Non_Qualified Stock Option (right to buy) (12) $ 26.67             05/01/2004 04/30/2011 Class B Common 80,112   80,112 D  
Non-Qualified Stock Option (right to buy) (13) $ 25.06             05/01/2005 04/30/2012 Class B Common 101,568   101,568 D  
Non-Qualified Stock Option (right to buy) (14) $ 30.62             05/01/2006 04/30/2013 Class B Common 101,488   101,488 D  
Non-Qualified Stock Option (right to buy) (15) $ 36.35             05/01/2007 04/30/2014 Class B Common 81,208   81,208 D  
Stock Appreciation Right (16) $ 54.4             11/15/2007 04/30/2017 Class B Common 3,284   3,284 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BROWN OWSLEY II
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210		     X    

Signatures

 Diane M. Barhorst, Atty In Fact for: Owsley Brown II   12/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In October 2008, the Issuer completed a stock distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. This total has been adjusted to reflect 33,330 Class B shares received through the distribution.
(2) The reporting person received these shares through the Issuer's October 2008 stock distribution.
(3) This total has been adjusted to reflect 13,600 Class B shares received through the Issuer's October 2008 stock distribution.
(4) This total has been adjusted to reflect 25,316 Class B shares received through the Issuer's October 2008 stock distribution.
(5) This total has been adjusted to reflect 86,647.25 Class B shares received through the Issuer's October 2008 stock distribution.
(6) This total has been adjusted to reflect 634 Class B shares received through the Issuer's October 2008 stock distribution.
(7) This total has been adjusted to reflect 218 Class B shares received through the Issuer's October 2008 stock distribution.
(8) This total has been adjusted to reflect 342,839.5 Class B shares received through the Issuer's October 2008 stock distribution.
(9) This total has been adjusted to reflect 1,236,803 Class B shares received through the Issuer's October 2008 stock distribution.
(10) These options were previously reported as covering 55,877 shares at an exercise price of $30.37 per share, but were adjusted to reflect the October 2008 stock distribution.
(11) These options were previously reported as covering 81,061 shares at an exercise price of $24.60 per share, but were adjusted to reflect the October 2008 stock distribution.
(12) These options were previously reported as covering 64,089 shares at an exercise price of $33.34 per share, but were adjusted to reflect the October 2008 stock distribution.
(13) These options were previously reported as covering 81,254 shares at an exercise price of $31.33 per share, but were adjusted to reflect the October 2008 stock distribution.
(14) These options were previously reported as covering 81,190 shares at an exercise price of $38.27 per share, but were adjusted to reflect the October 2008 stock distribution.
(15) These options were previously reported as covering 64,966 shares at an exercise price of $45.44 per share, but were adjusted to reflect the October 2008 stock distribution.
(16) These stock appreciation rights were previously reported as covering 2,627 shares at an exercise price of $68.00 per share, but were adjusted to reflect the October 2008 stock distribution.
 
Remarks:
Filing of this form should not be construed as an admission that the filing person is, for purposes of Section 16 of the Securities Exchange Act of 1934, the "beneficial owner" of any equity securities held in a limited partnership or in trust and reported on this form.

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