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 *

WELCH JAMES S JR 		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)
Vice Chairman Strategy and HR
(Last)          (First)          (Middle)

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

5/1/2009
(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   5/1/2009     F    665   (1) D $48.70   (2) 11385   D  
 
Class B Common   5/1/2009     F    927   (1) D $46.50   (2) 9986   (3) 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 Stock Option (right to buy)   $26.67                   5/1/2004   4/30/2011   Class B Common   9492   (4)   9492   D  
 
Non-Qualified Stock Option (right to buy)   $25.06                   5/1/2005   4/30/2012   Class B Common   9658   (5)   9658   D  
 
Non-Qualified Stock Option (right to buy)   $36.35                   5/1/2007   4/30/2014   Class B Common   15730   (6)   15730   D  
 
Stock Appreciation Rights   $46.19                   5/1/2008   4/30/2015   Class B Common   14543   (7)   14543   D  
 
Stock Appreciation Right   $56.50                   5/1/2009   4/30/2016   Class B Common   8344   (8)   8344   D  
 
Stock Appreciation Right   $54.58                   5/1/2010   4/30/2017   Class B Common   14804   (9)   14804   D  
 
Stock Appreciation Right   $57.40                   5/1/2011   4/30/2018   Class B Common   13588   (10)   13588   D  
 

Explanation of Responses:
( 1)  The reporting person surrendered 665 shares of Class A Common Stock and 927 shares of Class B Common Stock to satisfy a tax withholding obligation related to the vesting on April 30, 2009, of a July 22, 2004 grant of restricted shares.
( 2)  The closing prices of BF-A and BF-B, on April 30, 2009, were used to calculate the tax withholding obligation.
( 3)  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 4,591 Class B shares received through the distribution.
( 4)  These options were previously reported as covering 7,593 shares at an exercise price of $33.34 per share, but were adjusted to reflect the October 2008 stock distribution.
( 5)  These options were previously reported as covering 7,726 shares at an exercise price of $31.33 per share, but were adjusted to reflect the October 2008 stock distribution.
( 6)  These options were previously reported as covering 12,584 shares at an exercise price of $45.44 per share, but were adjusted to reflect the October 2008 stock distribution.
( 7)  These stock appreciation rights were previously reported as covering 11,634 shares at an exercise price of $57.74 per share, but were adjusted to reflect the October 2008 stock distribution.
( 8)  These stock appreciation rights were previously reported as covering 6,675 shares at an exercise price of $70.63 per share, but were adjusted to reflect the October 2008 stock distribution.
( 9)  These stock appreciation rights were previously reported as covering 11,843 shares at an exercise price of $68.22 per share, but were adjusted to reflect the October 2008 stock distribution.
( 10)  These stock appreciation rights were previously reported as covering 10,870 shares at an exercise price of $71.75 per share, but were adjusted to reflect the October 2008 stock distribution.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WELCH JAMES S JR
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210 		X
Vice Chairman Strategy and HR

Signatures
Nelea A. Absher, Attn. in Fact for: James S. Welch, Jr. 5/5/2009
** 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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