SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROWN OWSLEY II

(Last)

(First)

(Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE

40210

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

	Diane M. Barhorst, Atty In Fact for: Owsley Brown II	12/11/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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