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

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of
earliest event reported):     February 29, 2008 (February 29, 2008)

                            Brown-Forman Corporation
             (Exact name of registrant as specified in its charter)

   Delaware                  002-26821            61-0143150
(State or other            (Commission         (I.R.S. Employer
 jurisdiction of            File Number)       Identification No.)
 incorporation)

 850 Dixie Highway, Louisville, Kentucky           40210
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (502) 585-1100


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 2.02. Results of Operations and Financial Condition

Brown-Forman  Corporation  issued  a press  release  today,  February  29,  2008
reporting  results of its  operations  for the fiscal  quarter ended January 31,
2008. A copy of this  Brown-Forman  Corporation press release is attached hereto
as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits

 (d)      The following Exhibit is furnished as part of this Current Report on
          Form 8-K.

          99.1  Brown-Forman Corporation Press Release dated February 29, 2008



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       Brown-Forman Corporation
                                            (Registrant)


Date:   February 29, 2008                  By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President and
                                                Assistant Corporate Secretary



Exhibit Index

Exhibit
Number     Description

99.1       Brown-Forman Corporation Press Release dated February 29, 2008



                                                                 Exhibit 99.1

FOR IMMEDIATE RELEASE

BROWN-FORMAN REPORTS THIRD QUARTER OPERATING INCOME GROWTH OF 8%, UNDERLYING
OPERATING INCOME UP 7% FOR THE THIRD QUARTER AND YEAR-TO-DATE

Louisville,  KY,  February  29, 2008 -  Brown-Forman  Corporation  reported a 4%
increase in diluted  earnings per share and an 8% increase in  operating  income
for its third quarter ended  January 31,  2008(1).  The addition of profits from
the Casa Herradura(2)  brands acquired in January 2007,  benefits from favorable
foreign exchange  fluctuations,  higher global consumer demand for Jack Daniel's
Tennessee  Whiskey and Finlandia  Vodka, an exceptional  increase in U.S. demand
for Gentleman Jack, and continued  excellent growth for the Jack Daniel's & Cola
ready-to-drink  in  Australia  contributed  to profit  growth  for the  quarter.
Partially  offsetting  these gains were softness for Southern Comfort and higher
raw material  costs.  Adjusting  for the benefits of a weaker U.S.  dollar,  the
impact of changes in global trade inventories,  and profits from Casa Herradura,
underlying operating income improved 7%(3) for the third quarter.


--------
(1) All financial and statistical information in this press release relates to
    continuing operations of the company unless otherwise stated.  Earnings per
    share refers to diluted earnings per share.
(2) References to Casa Herradura include all brands (el Jimador, Herradura,
    New Mix, Antiguo, Suave 35 and other brands) and operations acquired in
    January 2007.
(3) Underlying growth represents reported financial results in accordance with
    GAAP, adjusted for certain items. A reconciliation from reported to
    underlying net sales, gross profit, advertising expense, SG&A, and operating
    income (non-GAAP measures) for the quarter and year-to-date, and the reasons
    why management believes these adjustments to be useful to the reader, are
    included in Schedule A and the notes to this press release.



Third  quarter net sales grew 16% to $877 million  while gross profit  increased
12% to $433  million.  Net sales  and  gross  profit  gains  benefited  from the
addition of Casa Herradura,  a weaker U.S.  dollar,  and changes in global trade
inventories. Excluding these factors, underlying net sales and gross profit both
improved 4% in the quarter.

Advertising  expenses  increased  14% to $108 million in the quarter,  primarily
reflecting  investments  behind  Casa  Herradura,  a  weaker  U.S.  dollar,  and
additional activities to support both Jack Daniel's and Finlandia. SG&A expenses
increased 11% to $143 million,  due largely to  additional  expenses  associated
with the  acquisition  of the Casa  Herradura  brands and a weaker U.S.  dollar.
Adjusting  for the spending in support of Casa  Herradura  and foreign  currency
fluctuations,  advertising expenses and SG&A grew 3% and 2%,  respectively,  for
the three month period.

Jack  Daniel's  global  depletions(4)  grew at a  low-single  digit  rate in the
quarter,  with volume growth improving in the low-single  digits in the U.S. and
increasing in the mid-single digits internationally.  Strong double-digit volume
gains were recorded in the quarter for both  Gentleman  Jack and Jack Daniel's &
Cola.  Finlandia volumes grew at a double-digit rate, driven by continued robust
growth in Eastern Europe.  Global  depletions for Southern  Comfort declined for
the three month period with weakness in both the U.S. and international markets.
Several  other  brands  experienced  solid  growth  in  the  quarter,  including
Bonterra, Woodford Reserve, Sonoma-Cutrer, Tuaca, and Fetzer Valley Oaks.

For the first nine months of the fiscal  year,  reported  diluted  earnings  per
share were $2.74, up 3% over the prior-year  period.  Operating  income was $550
million, up 11% from $494 million earned in the same period last year. Adjusting
reported results for the weaker U.S. dollar,  recent acquisitions,  global trade
inventory  changes,  and last  year's  net gain on the  sale of  winery  assets,
underlying  operating  income was up 7%. The organic growth in operating  income
was  driven  by  solid  international  consumer  demand  for Jack  Daniel's  and
Finlandia,  and improved volumes and profits from several other brands including
Jack  Daniel's  & Cola,  Gentleman  Jack,  Woodford  Reserve,  Bonterra,  Korbel
Champagne, and Tuaca.


--------
(4) Depletions are shipments from wholesale distributors to retail customers,
    and are commonly regarded in the industry as an approximate measure of
    consumer demand.



The  company's  gross margin on a stripped  net sales basis  (gross  profit as a
percentage of net sales  excluding  excise tax) for the first nine months of the
fiscal year was 65.5%, down from 67.0% in the prior-year period.  This 150 basis
point gross margin decline reflects the addition of the relatively  lower-margin
Mexican  business,  while higher cost of sales due to increased grain and energy
costs were offset by benefits from favorable foreign exchange, a favorable shift
in mix to higher margin international markets, and price increases.

Full-Year Outlook

The company is narrowing the range of its full-year  earnings outlook for fiscal
2008 to $3.42 to $3.50 per diluted share,  representing  forecasted growth of 9%
to 11% over  comparable  prior year  earnings of $3.14 per share.  Our  earnings
expectations  for the fourth  quarter  include  continued  global growth for the
company's  brands,  an expected lower tax rate, and modest  additional  benefits
from  foreign  exchange.  This  outlook is  tempered by a  challenging  economic
environment and expectations of higher energy and grain costs.

Brown-Forman  will host a conference  call to discuss third  quarter  results at
10:00 a.m. (EST) today.  All interested  parties in the U.S. are invited to join
the conference by dialing  888-624-9285  and asking for the  Brown-Forman  call.
International  callers  should dial 706-  679-3410 and ask for the  Brown-Forman
call. No password is required.  The company suggests that the participants  dial
in  approximately  ten  minutes  in  advance  of the  10:00  a.m.  start  of the
conference call.

A live  audio  broadcast  of the  conference  call  will also be  available  via
Brown-Forman's  Internet Web site,  www.brown-forman.com,  and then click on the
link to "Investor Relations."



For those  unable to  participate  in the live call,  a digital  replay  will be
available by calling  800-642-1687 (U.S.) or 706-645-9291  (international).  The
identification  code is 34932602.  A digital audio  recording of the  conference
call will also be  available  on the web page  approximately  one hour after the
conclusion of the conference call. The replays will be available for at least 30
days.

Brown-Forman  Corporation is a diversified producer and marketer of fine quality
consumer products,  including Jack Daniel's,  Southern Comfort, Finlandia Vodka,
Tequila  Herradura,  el Jimador Tequila,  Canadian Mist, Fetzer and Bolla Wines,
and Korbel California Champagnes.



IMPORTANT NOTE ON FORWARD-LOOKING STATEMENTS:

This release  contains  statements,  estimates,  or projections  that constitute
"forward-looking  statements"  as defined under U.S.  federal  securities  laws.
Generally,   the  words  "expect,"  "believe,"  "intend,"   "estimate,"  "will,"
"anticipate," and "project," and similar expressions  identify a forward-looking
statement,  which speaks only as of the date the  statement  is made.  Except as
required  by law,  we do not  intend to update  or  revise  any  forward-looking
statements, whether as a result of new information, future events, or otherwise.
We  believe  that  the   expectations   and  assumptions  with  respect  to  our
forward-looking statements are reasonable. But by their nature,  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
in some  cases are out of our  control.  These  factors  could  cause our actual
results to differ materially from  Brown-Forman's  historical  experience or our
present expectations or projections.  Here is a non-exclusive list of such risks
and uncertainties:

 - continuation of the deterioration in general economic conditions,
   particularly in the United States where we earn about half of our profits,
   including higher energy prices, declining home prices, deterioration of the
   sub-prime lending market, or other factors;
 - pricing, marketing and other competitive activity focused against our major
   brands;
 - lower consumer confidence or purchasing related to economic conditions, major
   natural disasters, terrorist attacks or widespread outbreak of infectious
   diseases;
 - tax increases, whether at the federal or state level or in major
   international markets and/or tariff barriers or other restrictions affecting
   beverage alcohol;
 - limitations and restrictions on distribution of products and alcohol
   marketing, including advertising and promotion, as a result of stricter
   governmental policies adopted either in the United States or in international
   markets;
 - fluctuations in the U.S. dollar against foreign currencies, especially the
   British pound, euro, Australian dollar, and the South African rand;
 - reduced bar, restaurant, hotel and travel business, including travel retail;
 - longer-term, a change in consumer preferences, social trends or cultural
   trends that results in the reduced consumption of our premium spirits brands;
 - changes in distribution arrangements in major markets that limit our ability
   to market or sell our products;
 - adverse impacts relating to our acquisition strategies or our integration of
   acquired businesses and conforming them to the company's trade practice
   standards, financial controls environment and U.S. public company
   requirements;
 - price increases in energy or raw materials, including grapes, grain, agave,
   wood, glass, and plastic;
 - changes in climate conditions and agricultural uncertainties that adversely
   affect the supply of grapes, agave, grain or wood;
 - termination of our rights to distribute and market agency brands in our
   portfolio;
 - press articles or other public media related to our company, brands,
   personnel, operations, business performance or prospects;
 - counterfeit production of our products and any resulting negative effect on
   our intellectual property rights or brand equity; and
 - adverse developments stemming from state or federal investigations of
   beverage alcohol industry marketing or trade practices of suppliers,
   distributors or retailers.



                            Brown-Forman Corporation
                 Unaudited Consolidated Statements of Operations
                 (Dollars in millions, except per share amounts)

                                      Three Months Ended
                                          January 31,
                                      2007           2008         Change
                                     ------         ------        ------
CONTINUING OPERATIONS
   Net sales                         $754.8         $877.4          16%
   Gross profit                       387.3          432.6          12%
   Advertising expenses                94.2          107.6          14%
   Selling, general, and
    administrative expenses           129.2          143.3          11%
   Amortization expense                  --            1.3
   Other (income), net                 (4.9)          (1.2)
      Operating income                168.8          181.6           8%
   Interest expense, net                2.5            9.1
      Income before income taxes      166.3          172.5           4%
   Income taxes                        54.7           56.6
      Net income                      111.6          115.9           4%

   Earnings per share:
      Basic                            0.91           0.94           4%
      Diluted                          0.90           0.93           4%


DISCONTINUED OPERATIONS
   Net (loss) income                  $(6.5)         $ 0.1

   Loss per share:
      Basic                           (0.05)            --
      Diluted                         (0.05)            --


TOTAL COMPANY
   Net income                        $105.1         $116.0          10%

   Earnings per share:
      Basic                            0.86           0.94          10%
      Diluted                          0.85           0.94          11%


                                     (more)



                            Brown-Forman Corporation
                 Unaudited Consolidated Statements of Operations
                 (Dollars in millions, except per share amounts)

                                       Nine Months Ended
                                          January 31,
                                      2007           2008         Change
                                     ------         ------        ------
CONTINUING OPERATIONS
   Net sales                       $2,115.4       $2,509.9          19%
   Gross profit                     1,118.9        1,293.6          16%
   Advertising expenses               267.2          314.2          18%
   Selling, general, and
    administrative expenses           378.1          433.1          15%
   Amortization expense                  --            3.8
   Other (income), net                (20.1)          (7.2)
      Operating income                493.7          549.7          11%
   Interest expense, net                5.4           32.5
      Income before income taxes      488.3          517.2           6%
   Income taxes                       157.4          176.5
      Net income                      330.9          340.7           3%

   Earnings per share:
      Basic                            2.69           2.77           3%
      Diluted                          2.66           2.74           3%


DISCONTINUED OPERATIONS
   Net loss                           $(8.2)            --

   Loss per share:
      Basic                           (0.07)            --
      Diluted                         (0.07)            --


TOTAL COMPANY
   Net income                        $322.7         $340.7           6%

   Earnings per share:
      Basic                            2.63           2.77           5%
      Diluted                          2.60           2.74           6%


                                     (more)



                            Brown-Forman Corporation
                 Unaudited Condensed Consolidated Balance Sheets
                              (Dollars in millions)

                                                 April 30,          January 31,
                                                   2007                2008
                                                  -------             -------
Assets:
Cash and cash equivalents                        $  282.8            $  136.6
Short-term investments                               85.6                  --
Accounts receivable, net                            403.7               473.1
Inventories                                         694.4               682.5
Other current assets                                168.7               140.0
                                                  -------             -------
     Total current assets                         1,635.2             1,432.2

Property, plant, and equipment, net                 506.3               502.1
Goodwill                                            670.2               680.7
Other intangible assets                             683.9               698.5
Prepaid pension cost                                 23.0                24.7
Other assets                                         32.8                38.3
                                                  -------             -------
     Total assets                                $3,551.4            $3,376.5
                                                  =======             =======

Liabilities:
Accounts payable and accrued expenses            $  361.1            $  361.4
Accrued income taxes                                 27.0                  --
Payable to stockholders                             203.7                41.5
Short-term borrowings                               401.1               243.0
Current portion of long-term debt                   354.0               354.0
                                                  -------             -------
     Total current liabilities                    1,346.9               999.9

Long-term debt                                      421.9               417.3
Deferred income taxes                                56.6                69.4
Accrued postretirement benefits                     122.8               130.1
Other liabilities                                    29.8                72.4
                                                  -------             -------
     Total liabilities                            1,978.0             1,689.1

Stockholders' equity                              1,573.4             1,687.4
                                                  -------             -------

Total liabilities and stockholders' equity       $3,551.4            $3,376.5
                                                  =======             =======

                                     (more)



                            Brown-Forman Corporation
            Unaudited Condensed Consolidated Statements of Cash Flows
                              (Dollars in millions)

                                                           Nine Months Ended
                                                              January 31,
                                                        2007              2008
                                                       -------           -------
Cash flows from operating activities:
   Continuing operations                               $268.9            $397.3
   Discontinued operations                                8.7                --
                                                       -------           -------
         Cash provided by operating activities          277.6             397.3

Cash flows from investing activities:
   Acquisition of businesses                         (1,045.5)              1.6
   Acquisition of brand name                               --             (12.0)
   Net decrease in short-term investments                10.1              85.6
   Additions to property, plant, and equipment          (39.1)            (31.6)
   Other                                                (17.3)             (5.2)
                                                       -------           -------
         Cash (used for) provided by
          investing activities                       (1,091.8)             38.4

Cash flows from financing activities:
   Net increase (decrease) in debt                      666.1            (164.4)
   Acquisition of treasury stock                           --            (122.0)
   Special distribution to stockholders                    --            (203.7)
   Dividends paid                                      (106.1)           (116.6)
   Other                                                 31.8              19.7
                                                       -------           -------
         Cash provided by (used for)
          financing activities                          591.8            (587.0)

Effect of exchange rate changes
 on cash and cash equivalents                             1.5               5.1
                                                       -------           -------

Net decrease in cash and cash equivalents              (220.9)           (146.2)

Cash and cash equivalents, beginning of period          474.8             282.8
                                                       -------           -------
Cash and cash equivalents, end of period               $253.9            $136.6
                                                       =======           =======


                                     (more)



                            Brown-Forman Corporation
                           Continuing Operations Only
                      Supplemental Information (Unaudited)
                 (Dollars in millions, except per share amounts)


                                                        Three Months Ended
                                                            January 31,
                                                    2007                  2008
                                                   ------                ------

Net sales                                          $754.8                $877.4
Excise taxes                                       $172.7                $205.0

Net sales (stripped of excise taxes)               $582.1                $672.4
Gross profit (as reported)                         $387.3                $432.6

Gross margin (as reported)                          51.3%                 49.3%
Gross margin (stripped net sales basis)*            66.5%                 64.3%

Effective tax rate                                  32.9%                 32.8%

Cash dividends paid per common share              $0.3025               $0.3400

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        122,964               122,836
   - Diluted                                      124,230               123,974



* Management believes excluding excise tax from the gross margin calculation
  provides a more meaningful comparison because of changes in the company's
  distribution structures in several markets. These changes result in the
  company collecting and remitting excise taxes which are reported in net sales
  and cost of sales, preventing effective comparison across periods where the
  same distribution structures were not employed.


                                     (more)




                            Brown-Forman Corporation
                           Continuing Operations Only
                      Supplemental Information (Unaudited)
                 (Dollars in millions, except per share amounts)


                                                        Nine Months Ended
                                                            January 31,
                                                    2007                  2008
                                                   ------                ------

Net sales                                        $2,115.4              $2,509.9
Excise taxes                                       $446.1                $534.8

Net sales (stripped of excise taxes)             $1,669.3              $1,975.1
Gross profit (as reported)                       $1,118.9              $1,293.6

Gross margin (as reported)                          52.9%                 51.5%
Gross margin (stripped net sales basis)*            67.0%                 65.5%

Effective tax rate                                  32.2%                 34.1%

Cash dividends paid per common share              $0.8625               $0.9450

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        122,810               123,085
   - Diluted                                      124,189               124,278



* Management believes excluding excise tax from the gross margin calculation
  provides a more meaningful comparison because of changes in the company's
  distribution structures in several markets. These changes result in the
  company collecting and remitting excise taxes which are reported in net sales
  and cost of sales, preventing effective comparison across periods where the
  same distribution structures were not employed.






These  figures have been prepared in  accordance  with the  company's  customary
accounting practices.




                                   Schedule A

                            Brown-Forman Corporation
                           Continuing Operations Only
                      Supplemental Information (Unaudited)

                                                                        
                                                       Three Months             Nine Months
                                                          Ended                    Ended
                                                     January 31, 2008         January 31, 2008

UNDERLYING NET SALES GROWTH                                 4%                       6%
Net sales from acquisitions                                10%                       9%
Foreign currency fluctuations                               4%                       4%
Estimated net change in trade inventories                  (2%)                      --
                                                          -----                    -----
Reported net sales growth                                  16%                      19%
                                                          =====                    =====


UNDERLYING GROSS PROFIT GROWTH                              4%                       6%
Gross profit from acquisitions                              6%                       6%
Foreign currency fluctuations                               3%                       4%
Estimated net change in trade inventories                  (1%)                      --
                                                          -----                    -----
Reported gross profit growth                               12%                      16%
                                                          =====                    =====


UNDERLYING ADVERTISING GROWTH                               3%                       7%
Advertising from acquisitions                               8%                       7%
Foreign currency fluctuations                               3%                       4%
                                                          -----                    -----
Reported advertising growth                                14%                      18%
                                                          =====                    =====


UNDERLYING SG&A GROWTH                                      2%                       5%
SG&A from acquisitions                                      8%                       9%
Foreign currency fluctuations                               1%                       1%
                                                          -----                    -----
Reported SG&A growth                                       11%                      15%
                                                          =====                    =====


UNDERLYING OPERATING INCOME GROWTH                          7%                       7%
Operating income from acquisitions                          3%                       2%
Foreign currency fluctuations                               2%                       5%
Estimated net change in trade inventories                  (4%)                     (1%)
Absence of gain on winery assets                            --                      (2%)
                                                          -----                    -----
Reported operating income growth                            8%                      11%
                                                          =====                    =====


Notes:

Acquisitions - Refers to the acquisition of the Casa Herradura brands in January
2007 and Chambord in May 2006, thus making comparisons  difficult to understand.
In  addition,  we believe  that  excluding  the  results  of these  acquisitions
provides helpful information in forecasting and planning the growth expectations
of the company.

Foreign  currency  fluctuations - Refers to net gains and losses incurred by the
company  relating  to sales and  purchases  in  currencies  other  than the U.S.
dollar.  We use the  measure  to  understand  the  growth of the  business  on a
constant  dollar  basis as  fluctuations  in  exchange  rates  can  distort  the
underlying  growth  of  our  business  (both  positively  and  negatively).   To
neutralize the effect of foreign  exchange  fluctuations,  we have  historically
translated  current  year results at prior year rates.  While we recognize  that
foreign  exchange  volatility  is a reality for a global  company,  we routinely
review our company  performance  on a constant  dollar  basis.  We believe  this
allows both  management  and our  investors to  understand  better our company's
growth trends.

Estimated net change in trade  inventories  - Refers to the estimated  financial
impact of changes in wholesale  trade  inventories  for the company's  brands in
markets where we use third-party distributors.  We compute this effect using our
estimated  depletion trends and separately  identify trade inventory  changes in
the variance  analysis for our key measures.  Based on the estimated  depletions
and the  fluctuations in trade inventory  levels,  we then adjust the percentage
variances from prior to current  periods for our key measures.  We believe it is
important  to make this  adjustment  in order for  management  and  investors to
understand the results of our business  without  distortions that can arise from
varying levels of wholesale inventories.

Absence of gain on winery assets - Refers to the net gain recorded during fiscal
2007  associated  with the sale of an Italian  winery used in the  production of
Bolla  wines.  We  believe  this  item  creates  a  disproportionate  effect  on
underlying  business results,  making  comparisons  difficult for the reader. In
addition,  we believe that excluding this gain provides  helpful  information in
forecasting  and planning the growth  expectations  of the company.

The company  cautions that  non-GAAP  measures may be considered in addition to,
but not as a substitute for, the company's reported GAAP results.