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 FRAZIER OWSLEY
   2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [BFA, BFB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ 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)
12/09/2004
(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 A Common (1)               1,160,450 D  
Class A Common (1)               2,535,377 I Trust/Remainder
Class A Common (1)               2,116,314 I by Trust
Class B Common (1) 12/09/2004   G   1,808 D $ 0 148 (2) D  
Class B Common (1)               3,861,158 I Trust/Remainder

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) $ 46.58             07/22/2004 04/30/2014 Class B Common 2,348   2,348 D  
Non-Qualified Stock Option (right to buy) $ 25.22             05/01/2003 04/30/2010 Class B Common 7,038   7,038 D  
Non-Qualified Stock Option (right to buy) $ 30.63             05/01/2001 04/30/2008 Class B Common 16,408   16,408 D  
Non-Qualified Stock Optioon (right to buy) $ 31.13             05/01/2002 04/30/2009 Class B Common 12,946   12,946 D  
Non-Qualified Stock Option (right to buy) $ 32.11             05/01/2002 04/30/2012 Class B Common 3,142   3,142 D  
Non-Qualified Stock Option (right to buy) $ 34.17             07/31/2001 04/30/2011 Class B Common 2,584   2,584 D  
Non-Qualified Stock Option (right to buy) $ 39.23             05/01/2003 04/30/2013 Class B Common 3,018   3,018 D  
Non-Qualified Stock Option (right to buy) $ 50             05/01/2006 08/31/2007 Class B Common 600   600 D  

Reporting Owners

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

Signatures

 Nelea A. Absher, Attn In Fact for: Owsley Brown Frazier   02/02/2005
**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) 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 trust.
(2) An error was recently discovered in the reporting of three transactions in December 2003 and January 2004, which has caused an incorrect total of directly held Class B shares to be carried forward in later reports for this reporting person. A gift of 3,000 shares was mistakenly reported as a gift of 2,680 shares as of 12/20/03; a gift of 2,760 shares was mistakenly reported as a gift of 2,700 shares as of 1/12/04; and a gift of 5,000 shares was mistakenly reported as a gift of 4,978 shares as of 1/12/04. Thus, the total shares of directly held Class B shares beneficially owned following the reporting person's most recent transaction has been adjusted downward by 402 shares in order to reconcile these errors.

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