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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VARGA PAUL C 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

850 DIXIE HIGHWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2008
(Street)

LOUISVILLE, KY 40210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  78288   D  
 
Class B Common   12/17/2008     M    17213   A $25.06   60109   (1) D  
 
Class B Common   12/17/2008     F    12298   D $51.46   47811   D  
 
Class B Common   12/17/2008     M    12064   A $30.62   59875   D  
 
Class B Common   12/17/2008     F    9345   D $51.46   50530   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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 Option   (2) $25.06   12/17/2008     M        17213    5/1/2005   4/30/2012   Class B Common   17213   $0   0   D  
 
Non-Qualified Option   (3) $30.62   12/17/2008     M        12064    5/1/2006   4/30/2013   Class B Common   12064   $0   0   D  
 

Explanation of Responses:
( 1)  In October 2008, Brown-Forman Corporation 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 24,235 Class B shares received through the distribution.
( 2)  These options were previously reported as covering 13,770 shares at an exercise price of $31.33 per share, but were adjusted to reflect the October 2008 stock distribution.
( 3)  These options were previously reported as covering 9,651 shares at an exercise price of $38.27 per share, but were adjusted to reflect the October 2008 stock distribution.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VARGA PAUL C
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210 		X
Chairman & CEO

Signatures
Diane M. Barhorst, Atty. in Fact for Paul C. Varga 12/19/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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