3







                                                     REGISTRATION NO.__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------
                                    FORM S-8
                       ----------------------------------
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            BROWN-FORMAN CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                        61-0143150
(State of incorporation)                    (I.R.S. Employer Identification No.)

                  850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY 40210
              (Address of Principal Executive Offices and Zip Code)


             ------------------------------------------------------
             Brown-Forman Non-Employee Directors' Compensation Plan
             ------------------------------------------------------


                               MICHAEL B. CRUTCHER
                              Senior Vice President
                          General Counsel and Secretary
                            Brown-Forman Corporation
                                850 Dixie Highway
                           Louisville, Kentucky 40210
                                 (502) 585-1100

                            OGDEN NEWELL & WELCH PLLC
                          Attention: Ernest W. Williams
                                 1700 PNC Plaza
                            500 West Jefferson Street
                         Louisville, Kentucky 40202-2874
                                 (502) 582-1601
         (Names, addresses and telephone numbers of agents for service)

                         Exhibit Index appears on Page 9

                       Approximate date of commencement of
                   proposed sale to public: From time to time
                 following the effectiveness of the Registration
                                   Statement.


<PAGE>
<TABLE>


                         CALCULATION OF REGISTRATION FEE

<S>                          <C>                    <C>                      <C>                 <C>
Title of Securities To Be    Amount                 Proposed                 Proposed            Amount Of
Registered                   To Be                  Maximum                  Maximum             Registration
                             Registered             Offering                 Aggregate           Fee
                             (1)                    Price                    Offering
                                                    Per Share (2)            Price

Class B Common               150,000                $76.18                   $11,426,250.00      $1,051.22
Stock (non voting)
par value $0.15 per share

<FN>
(1)  Pursuant to Rule 416(a) of the Securities Act, includes an indeterminate
     number of additional shares that may be offered and issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for purpose of calculating amount of registration fee
     which, calculated pursuant to Rule 457(h)(1) and (2) of the Securities Act,
     is based on the average of the high and low prices for shares of Class B
     Common Stock of Brown-Forman Corporation on the New York Stock Exchange
     consolidated tape on May 28, 2002.
</FN>
</TABLE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

 *As allowed by Rule 428(b)(1) under the Securities Act and the Note to Part l
of Form S-8, the information specified in Items 1 and 2 of Form S-8 will be
contained in a document sent or given to plan participants. This information is
not filed as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Brown-Forman Corporation (the "Registrant"), by this reference hereby
incorporate into this Registration Statement the following documents filed by
the Registrant:

(a)      Annual Report of the Registrant on Form 10-K for the year ended
          April 30, 2001, filed on July 21, 2001;

(b)      Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
          ended July 31, 2001, filed on September 14, 2001;

(c)      Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
          ended October 31, 2001, filed on December 12, 2001;

(d)      Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
          ended January 31, 2002, filed on March 6, 2002;

(e)      The description of the Registrant's Class B Common Stock, $0.15 par
          value per share, contained in the Registrant's Registration Statement
          on Form 8-A, filed on April 11, 1991, including any amendment or
          report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(d), 14 or 15(d) of the
Securities Exchange Act of 1934 after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this Registration Statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

 Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Registrant's Restated Certificate of Incorporation limits directors'
liability for monetary damages to the extent permitted by the Delaware General
Corporation Law, and reads as follows:

                  A director shall not be personally liable to the corporation
                  or its stockholders for monetary damages for breach of
                  fiduciary duty as a director, except that he may be liable (i)
                  for any breach of the director's duty of loyalty to the
                  corporation or its stockholders, (ii) for acts or omissions
                  not in good faith or which involve intentional misconduct or a
                  knowing violation of law, (iii) under Section 174 of the
                  Delaware General Corporation Law or (iv) for any transaction
                  from which the director derived an improper personal benefit.

The provision affects only claims against directors for acts they perform as
directors; it does not apply to acts they perform as officers of the Registrant
or in other capacities.

In addition, the Board of Directors has adopted a resolution which provides that
the Registrant shall indemnify any person who was, is, or is threatened to be
made a party to an action, suit, or proceeding, whether civil, criminal,
administrative, or investigative by reason of the fact that he is a director,
officer, employee, or agent of the Registrant, or is or was serving at the
Registrant's request as a director, officer, employee, or agent of another
entity. Indemnification of a person under this resolution is against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the Registrant's best interests (with respect to a
criminal proceeding, the person must have had no reasonable cause to believe his
conduct was unlawful). In any proceeding by or in the right of the Registrant,
no indemnification may be made if the person is found to be liable for
negligence or misconduct in the performance of his duty, and indemnification may
be made only to the extent that the Court of Chancery or such other court deems
proper.

An insurance policy insures the Registrant's directors and officers against
certain liabilities, including certain liabilities arising under the Act, which
might be incurred by them in such capacities and against which they cannot be
indemnified by the Registrant.

Insofar as indemnification against liabilities under the Act may be permitted
for directors, officers, and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of such Registrant in the successful defense of
any action, suit, or proceeding) is asserted against the Registrant by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 7. Exemption from Registration Claimed

 Not applicable.



<PAGE>


Item 8. Exhibits

Exhibit
Number   Description of Documents

5        Opinion of Counsel, Ogden Newell & Welch PLLC, counsel to Registrant

23(a)    Consent of PricewaterhouseCoopers LLP, independent accountants of
          Registrant

23(b)    Consent of Ogden Newell & Welch PLLC, counsel to Registrant
          (included in Exhibit 5)

24(a)    Power of  attorney  authorizing  Phoebe A. Wood,  Michael B.  Crutcher
          or Nelea A.  Absher to sign the  Registration Statement in any and all
          capacities on behalf of Barry D. Bramley,  George Garvin Brown III,
          Owsley Brown II, Donald G. Calder, Owsley Brown Frazier,  Richard P.
          Mayer, Stephen E. O'Neil, William M. Street, Dace Brown Stubbs and
          Jerry E. Abramson

24(b)    Certified resolution of Registrant's Board of Directors authorizing the
          execution of Powers of Attorney

The following items were filed previously:

Exhibit
Number   Description of Document

4(h)     Restated Certificate of Incorporation of the Registrant, incorporated
          by reference to Exhibit 3(i)(b) of Registrant's 10-Q,
          filed on December 10, 1998

4(i)     Certificate of Ownership and Merger of Brown-Forman Corporation into
          Brown-Forman, Inc., incorporated by reference to Registrant's 10-K,
          filed on July 19, 1994

4(j)     Registrant's by-laws, as amended on May 25, 2000, incorporated by
          reference to Registrant's Report on Form 8-K, filed May 31, 2000

4(k)     Form of Indenture dated as of March 1, 1994, between the Registrant
          and The First National Bank of Chicago, as Trustee, incorporated by
          reference to Registrant's Form S-3 (Registration No. 33-52551),
          filed on March 8, 1994

99       Brown-Forman Corporation Non-Employee Directors' Compensation Plan,
          incorporated by reference to Post Effective Amendment No. 1 to
          Registrants Registration Statement on Form S-8 filed August 12, 1998
          (Registration No. 333-38649)

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)          to file,  during  any  period in which  offers or sales  are being
             made,  a  post-effective  amendment  to this  Registration
             Statement:  (i) to include any prospectus  required by Section
             10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
             prospectus any facts or events  arising after the effective  date
             of the  Registration  Statement (or the most recent post-effective
             amendment  thereof)  which,  individually  or in the  aggregate,
             represent  a  fundamental  change in the information set forth in
             the Registration  Statement;  (iii) to include any material
             information with respect to the plan of distribution not previously
             disclosed in the Registration  Statement or any material change to
             such information in the Registration Statement;  PROVIDED, HOWEVER,
             that (i) and (ii) do not apply if the Registration Statement is on
             Form S-3 or Form S-8 and the  information  required  to be included
             in a  post-effective  amendment  by (i) or (ii) is  contained  in
             periodic  reports filed by the Registrant  pursuant to Section 13
             or Section 15(d) of the Securities  Exchange Act of 1934
             that are incorporated by reference in the Registration Statement;

(2)          that, for the purpose of determining any liability under the
             Securities Act of 1933, each such post-effective amendment shall be
             deemed to be a new Registration Statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof;

(3)          to remove from  registration  by means of a  post-effective
             amendment any of the  securities  being  registered  which remain
             unsold at the termination of the offering; and

(4)          that, for purposes of determining any liability under the
             Securities Act of 1933, each filing of the Registrant's annual
             reports pursuant to Section 13(a) or Section 15(d) of the
             Securities Exchange Act of 1934 that is incorporated by reference
             in the Registration Statement shall be deemed to be a new
             registration statement relating to the securities offered therein,
             and the offering of such securities at that time shall be deemed to
             be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. If a director, officer or controlling
person of the Registrant asserts a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Brown-Forman Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth
of Kentucky, on May 23, 2002.

BROWN-FORMAN CORPORATION


/s/  Owsley Brown II
*By: Owsley Brown II
Chairman and Chief Executive Officer
Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

 Signature                                  Title


/s/   Phoebe A. Wood
*Phoebe A. Wood                             Executive Vice President and
                                             Chief Financial Officer


/s/   Jerry E. Abramson
*Jerry E. Abramson                          Director


/s/   Barry D. Bramley
* Barry D. Bramley                          Director


/s/   George Garvin Brown III
* George Garvin Brown III                   Director


/s/   Owsley Brown II
* Owsley Brown II                           Director


/s/   Donald G. Calder
* Donald G. Calder                          Director


/s/   Owsley Brown Frazier
* Owsley Brown Frazier                      Director


/s/   Richard P. Mayer
* Richard P. Mayer                          Director


/s/   Stephen E. O'Neil
* Stephen E. O'Neil                         Director


/s/   William M. Street
* William M. Street                         Director


/s/   Dace Brown Stubbs
* Dace Brown Stubbs                         Director



/s/   Nelea A. Absher
*By:  Nelea A. Absher
Assistant Vice President and Senior Counsel
Attorney-In-Fact For Each
May 29, 2002


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description

5                 Opinion of Counsel, Ogden Newell & Welch PLLC, counsel to
                  Registrant

23(a)             Consent of PricewaterhouseCoopers LLP, independent accountants
                  of Registrant

23(b)             Consent of Ogden Newell & Welch PLLC, counsel to Registrant
                  (included in Exhibit 5)

24(a)             Power of  attorney  authorizing  Nelea A.  Absher,
                  Phoebe A. Wood or Michael B. Crutcher to sign the Registration
                  Statement in any and all capacities on behalf of Barry D.
                  Bramley,  George Garvin Brown III,  Owsley Brown II, Donald G.
                  Calder, Owsley Brown Frazier,  Richard P. Mayer, Stephen E.
                  O'Neil, William M. Street, Dace Brown Stubbs and Jerry E.
                  Abramson

24(b)            Certified resolution of Registrant's Board of Directors
                 authorizing the execution of powers of attorney


<PAGE>


                                    EXHIBIT 5

                    [Letterhead of Ogden Newell & Welch PLLC]



                                  May 29, 2002



Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210

         Re:      Brown-Forman Non-Employee Directors' Compensation Plan
                  Registration Statement on Form S-8 for Stock to be Issued


Ladies and Gentlemen:

         We are acting as counsel for Brown-Forman Corporation, a Delaware
corporation (the "Company") in connection with its registration under the
Securities Act of 1933, as amended, of certain additional shares of Class B
Common Stock (the "Shares") which are proposed to be issued pursuant to the
Brown-Forman Non-Employee Directors' Compensation Plan (the "Plan"). The Shares
shall be registered on the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") with respect to the Shares.

         In rendering this opinion, we have examined instruments, documents, and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the documents.

         It is our opinion that:

                  (a)      the Company is a corporation  duly  organized,
                           validly existing and in good standing under the laws
                           of the State of Delaware;

                  (b)      the Shares are duly authorized by the Restated
                           Certificate of Incorporation of the Company; and

                  (C)      upon the effectiveness of the Registration Statement,
                           the Shares will be legally and validly issued, fully
                           paid and non-assessable.


         Insofar as this opinion relates to securities to be issued in the
future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance shall be the same as such laws, rules and
regulations are in effect as of the date hereof.

         Nothing in this opinion is intended to apply to any disposition of the
Shares which any recipient thereof may propose to make.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the Securities or "Blue Sky" laws of any state or jurisdiction.

         This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely upon it. This opinion is rendered to you as of the date hereof,
and we undertake no obligation to advise you of any change, whether legal or
factual.


                                                  Very truly yours,


                                                  /s/ Ogden Newell & Welch PLLC
                                                  OGDEN NEWELL & WELCH PLLC



<PAGE>

                                  EXHIBIT 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 24, 2001 relating to the financial
statements, which appears in the 2001 Annual Report to Shareholders of
Brown-Forman Corporation and Subsidiaries (the "Company"), which is incorporated
by reference in Company's Annual Report on Form 10-K for the year ended April
30, 2001. We also consent to the incorporation by reference of our report dated
May 24, 2001 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
May 23, 2002


<PAGE>

                                  EXHIBIT 24(a)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, as of the 23rd day of May, 2002, the undersigned
each constitutes and appoints Phoebe A. Wood, Michael B. Crutcher, and Nelea A.
Absher, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities:

(a)        to sign and file with the Securities and Exchange Commission one or
           more Registration Statements on Form S-8 relating to the Brown-Forman
           Non-Employee Directors' Compensation Plan, and any and all related
           amendments, exhibits, or appendices (including post-effective
           amendments); and

(b)        to prepare, execute and file with the appropriate securities
           commissions in states or other jurisdictions any forms or filings
           (including any amendments or exhibits) necessary or useful in
           complying with state or foreign securities laws in the issuance of
           shares under the Non-Employee Directors' Compensation Plan,

granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute(s), may lawfully do or cause to be done by virtue of
this power of attorney.

BROWN-FORMAN CORPORATION



/s/   Owsley Brown II
By:      Owsley Brown II
         Chairman & Chief Executive Officer



/s/ Phoebe A. Wood                                   /s/ Jerry E. Abramson
Phoebe A. Wood                                       Jerry E. Abramson
Executive Vice President &                           Director
  Chief Financial Officer



/s/ Barry D. Bramley                                 /s/ George Garvin Brown III
Barry D. Bramley                                     George Garvin Brown III
Director                                             Director



/s/ Owsley Brown II                                  /s/ Donald G. Calder
Owsley Brown II                                      Donald G. Calder
Director                                             Director



/s/ Owsley Brown Frazier                             /s/ Richard P. Mayer
Owsley Brown Frazier                                 Richard P. Mayer
Director                                             Director



/s/ Stephen E. O'Neil                                /s/ William M. Street
Stephen E. O'Neil                                    William M. Street
Director                                             Director



/s/ Dace Brown Stubbs
Dace Brown Stubbs
Director


<PAGE>


                                  EXHIBIT 24(b)

                RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
              BROWN-FORMAN CORPORATION EFFECTIVE AS OF MAY 23, 2002

         WHEREAS, the Securities Act of 1933 requires the filing of a
         registration statement (the "Registration Statement") on Form S-8 by
         the Company to register additional securities relating to the
         Brown-Forman Non-Employee Directors' Compensation Plan (the "Plan");

         NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of the
         Company, with the assistance of its accountants and counsel, are hereby
         authorized to prepare, execute, and file with the Securities and
         Exchange Commission on behalf of the Company the Registration Statement
         and any and all related amendments (including post-effective
         amendments), exhibits and appendices;

         BE IT FURTHER RESOLVED, that Michael B. Crutcher, Senior Vice
         President, General Counsel, and Secretary of the Company, be and hereby
         is appointed and designated as a person duly authorized to receive
         communications and notices from the Securities and Exchange Commission
         with respect to any documents relating to the Registration Statement;
         and

         BE IT FURTHER RESOLVED, that the Company and each director and officer
         who may be required to execute any filings or documents relating to the
         Registration Statement and any amendments thereof or appendices thereto
         be, and hereby is, authorized to execute a power of attorney appointing
         Phoebe A. Wood, Michael B. Crutcher, and Nelea A. Absher, and each of
         them, his or her true and lawful attorneys and agents:

         (a)       to execute in his name, and on behalf of the Company and the
                   Plan, any and all documents relating to the Plan or the
                   Registration Statement, and to file the same with the
                   Securities and Exchange Commission; and

         (b)       to execute in his name, and on behalf of the Company and the
                   Plan, any and all documents relating to the Plan or the
                   Registration Statement, and to file the same with any state
                   or foreign securities commissions.

I, Nelea A. Absher, being duly elected and acting Assistant Vice President and
Assistant Secretary of Brown-Forman Corporation, do hereby certify that the
above is a true and correct copy of resolutions adopted by unanimous written
consent of the Board of Directors of said corporation, pursuant to Section
141(f) of the Delaware Corporation Code and that said resolutions are still in
full force and effect.

In testimony whereof, witness my hand this 29th day of May 2002.

                                                       /s/Nelea A. Absher
                                                       Nelea A. Absher
                                                       Assistant Vice President
                                                        and Senior Counsel
                                                       Brown-Forman Corporation
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3

                                                     REGISTRATION NO.__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------
                                    FORM S-8
                       ----------------------------------
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            BROWN-FORMAN CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                        61-0143150
(State of incorporation)                    (I.R.S. Employer Identification No.)

                  850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY 40210
              (Address of Principal Executive Offices and Zip Code)

             ------------------------------------------------------
             Brown-Forman Non-Employee Directors' Compensation Plan
             ------------------------------------------------------

                               MICHAEL B. CRUTCHER
                              Senior Vice President
                          General Counsel and Secretary
                            Brown-Forman Corporation
                                850 Dixie Highway
                           Louisville, Kentucky 40210
                                 (502) 585-1100

                            OGDEN NEWELL & WELCH PLLC
                          Attention: Ernest W. Williams
                                 1700 PNC Plaza
                            500 West Jefferson Street
                         Louisville, Kentucky 40202-2874
                                 (502) 582-1601
         (Names, addresses and telephone numbers of agents for service)

                         Exhibit Index appears on Page 9

                       Approximate date of commencement of
                   proposed sale to public: From time to time
                 following the effectiveness of the Registration
                                   Statement.
CALCULATION OF REGISTRATION FEE
Title of Securities To Be    Amount                 Proposed                 Proposed            Amount Of
Registered                   To Be                  Maximum                  Maximum             Registration
                             Registered             Offering                 Aggregate           Fee
                             (1)                    Price                    Offering
                                                    Per Share (2)            Price

Class B Common               150,000                $76.18                   $11,426,250.00      $1,051.22
Stock (non voting)
par value $0.15 per share
(1)  Pursuant to Rule 416(a) of the Securities Act, includes an indeterminate
     number of additional shares that may be offered and issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for purpose of calculating amount of registration fee
     which, calculated pursuant to Rule 457(h)(1) and (2) of the Securities Act,
     is based on the average of the high and low prices for shares of Class B
     Common Stock of Brown-Forman Corporation on the New York Stock Exchange
     consolidated tape on May 28, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

 *As allowed by Rule 428(b)(1) under the Securities Act and the Note to Part l
of Form S-8, the information specified in Items 1 and 2 of Form S-8 will be
contained in a document sent or given to plan participants. This information is
not filed as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Brown-Forman Corporation (the "Registrant"), by this reference hereby
incorporate into this Registration Statement the following documents filed by
the Registrant:

(a)      Annual Report of the Registrant on Form 10-K for the year ended
          April 30, 2001, filed on July 21, 2001;

(b)      Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
          ended July 31, 2001, filed on September 14, 2001;

(c)      Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
          ended October 31, 2001, filed on December 12, 2001;

(d)      Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
          ended January 31, 2002, filed on March 6, 2002;

(e)      The description of the Registrant's Class B Common Stock, $0.15 par
          value per share, contained in the Registrant's Registration Statement
          on Form 8-A, filed on April 11, 1991, including any amendment or
          report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(d), 14 or 15(d) of the
Securities Exchange Act of 1934 after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this Registration Statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

 Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Registrant's Restated Certificate of Incorporation limits directors'
liability for monetary damages to the extent permitted by the Delaware General
Corporation Law, and reads as follows:

                  A director shall not be personally liable to the corporation
                  or its stockholders for monetary damages for breach of
                  fiduciary duty as a director, except that he may be liable (i)
                  for any breach of the director's duty of loyalty to the
                  corporation or its stockholders, (ii) for acts or omissions
                  not in good faith or which involve intentional misconduct or a
                  knowing violation of law, (iii) under Section 174 of the
                  Delaware General Corporation Law or (iv) for any transaction
                  from which the director derived an improper personal benefit.

The provision affects only claims against directors for acts they perform as
directors; it does not apply to acts they perform as officers of the Registrant
or in other capacities.

In addition, the Board of Directors has adopted a resolution which provides that
the Registrant shall indemnify any person who was, is, or is threatened to be
made a party to an action, suit, or proceeding, whether civil, criminal,
administrative, or investigative by reason of the fact that he is a director,
officer, employee, or agent of the Registrant, or is or was serving at the
Registrant's request as a director, officer, employee, or agent of another
entity. Indemnification of a person under this resolution is against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the Registrant's best interests (with respect to a
criminal proceeding, the person must have had no reasonable cause to believe his
conduct was unlawful). In any proceeding by or in the right of the Registrant,
no indemnification may be made if the person is found to be liable for
negligence or misconduct in the performance of his duty, and indemnification may
be made only to the extent that the Court of Chancery or such other court deems
proper.

An insurance policy insures the Registrant's directors and officers against
certain liabilities, including certain liabilities arising under the Act, which
might be incurred by them in such capacities and against which they cannot be
indemnified by the Registrant.

Insofar as indemnification against liabilities under the Act may be permitted
for directors, officers, and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of such Registrant in the successful defense of
any action, suit, or proceeding) is asserted against the Registrant by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 7. Exemption from Registration Claimed

 Not applicable.
Item 8. Exhibits

Exhibit
Number   Description of Documents

5        Opinion of Counsel, Ogden Newell & Welch PLLC, counsel to Registrant

23(a)    Consent of PricewaterhouseCoopers LLP, independent accountants of
          Registrant

23(b)    Consent of Ogden Newell & Welch PLLC, counsel to Registrant
          (included in Exhibit 5)

24(a)    Power of  attorney  authorizing  Phoebe A. Wood,  Michael B.  Crutcher
          or Nelea A.  Absher to sign the  Registration Statement in any and all
          capacities on behalf of Barry D. Bramley,  George Garvin Brown III,
          Owsley Brown II, Donald G. Calder, Owsley Brown Frazier,  Richard P.
          Mayer, Stephen E. O'Neil, William M. Street, Dace Brown Stubbs and
          Jerry E. Abramson

24(b)    Certified resolution of Registrant's Board of Directors authorizing the
          execution of Powers of Attorney

The following items were filed previously:

Exhibit
Number   Description of Document

4(h)     Restated Certificate of Incorporation of the Registrant, incorporated
          by reference to Exhibit 3(i)(b) of Registrant's 10-Q,
          filed on December 10, 1998

4(i)     Certificate of Ownership and Merger of Brown-Forman Corporation into
          Brown-Forman, Inc., incorporated by reference to Registrant's 10-K,
          filed on July 19, 1994

4(j)     Registrant's by-laws, as amended on May 25, 2000, incorporated by
          reference to Registrant's Report on Form 8-K, filed May 31, 2000

4(k)     Form of Indenture dated as of March 1, 1994, between the Registrant
          and The First National Bank of Chicago, as Trustee, incorporated by
          reference to Registrant's Form S-3 (Registration No. 33-52551),
          filed on March 8, 1994

99       Brown-Forman Corporation Non-Employee Directors' Compensation Plan,
          incorporated by reference to Post Effective Amendment No. 1 to
          Registrants Registration Statement on Form S-8 filed August 12, 1998
          (Registration No. 333-38649)

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)          to file,  during  any  period in which  offers or sales  are being
             made,  a  post-effective  amendment  to this  Registration
             Statement:  (i) to include any prospectus  required by Section
             10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
             prospectus any facts or events  arising after the effective  date
             of the  Registration  Statement (or the most recent post-effective
             amendment  thereof)  which,  individually  or in the  aggregate,
             represent  a  fundamental  change in the information set forth in
             the Registration  Statement;  (iii) to include any material
             information with respect to the plan of distribution not previously
             disclosed in the Registration  Statement or any material change to
             such information in the Registration Statement;  PROVIDED, HOWEVER,
             that (i) and (ii) do not apply if the Registration Statement is on
             Form S-3 or Form S-8 and the  information  required  to be included
             in a  post-effective  amendment  by (i) or (ii) is  contained  in
             periodic  reports filed by the Registrant  pursuant to Section 13
             or Section 15(d) of the Securities  Exchange Act of 1934
             that are incorporated by reference in the Registration Statement;

(2)          that, for the purpose of determining any liability under the
             Securities Act of 1933, each such post-effective amendment shall be
             deemed to be a new Registration Statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof;

(3)          to remove from  registration  by means of a  post-effective
             amendment any of the  securities  being  registered  which remain
             unsold at the termination of the offering; and

(4)          that, for purposes of determining any liability under the
             Securities Act of 1933, each filing of the Registrant's annual
             reports pursuant to Section 13(a) or Section 15(d) of the
             Securities Exchange Act of 1934 that is incorporated by reference
             in the Registration Statement shall be deemed to be a new
             registration statement relating to the securities offered therein,
             and the offering of such securities at that time shall be deemed to
             be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. If a director, officer or controlling
person of the Registrant asserts a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Brown-Forman Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth
of Kentucky, on May 23, 2002.

BROWN-FORMAN CORPORATION

/s/  Owsley Brown II
*By: Owsley Brown II
Chairman and Chief Executive Officer
Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

 Signature                                  Title

/s/   Phoebe A. Wood
*Phoebe A. Wood                             Executive Vice President and
                                             Chief Financial Officer

/s/   Jerry E. Abramson
*Jerry E. Abramson                          Director

/s/   Barry D. Bramley
* Barry D. Bramley                          Director

/s/   George Garvin Brown III
* George Garvin Brown III                   Director

/s/   Owsley Brown II
* Owsley Brown II                           Director

/s/   Donald G. Calder
* Donald G. Calder                          Director

/s/   Owsley Brown Frazier
* Owsley Brown Frazier                      Director

/s/   Richard P. Mayer
* Richard P. Mayer                          Director

/s/   Stephen E. O'Neil
* Stephen E. O'Neil                         Director

/s/   William M. Street
* William M. Street                         Director

/s/   Dace Brown Stubbs
* Dace Brown Stubbs                         Director

/s/   Nelea A. Absher
*By:  Nelea A. Absher
Assistant Vice President and Senior Counsel
Attorney-In-Fact For Each
May 29, 2002
EXHIBIT INDEX

Exhibit
Number            Description

5                 Opinion of Counsel, Ogden Newell & Welch PLLC, counsel to
                  Registrant

23(a)             Consent of PricewaterhouseCoopers LLP, independent accountants
                  of Registrant

23(b)             Consent of Ogden Newell & Welch PLLC, counsel to Registrant
                  (included in Exhibit 5)

24(a)             Power of  attorney  authorizing  Nelea A.  Absher,
                  Phoebe A. Wood or Michael B. Crutcher to sign the Registration
                  Statement in any and all capacities on behalf of Barry D.
                  Bramley,  George Garvin Brown III,  Owsley Brown II, Donald G.
                  Calder, Owsley Brown Frazier,  Richard P. Mayer, Stephen E.
                  O'Neil, William M. Street, Dace Brown Stubbs and Jerry E.
                  Abramson

24(b)            Certified resolution of Registrant's Board of Directors
                 authorizing the execution of powers of attorney
EXHIBIT 5

                    [Letterhead of Ogden Newell & Welch PLLC]

                                  May 29, 2002

Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210

         Re:      Brown-Forman Non-Employee Directors' Compensation Plan
                  Registration Statement on Form S-8 for Stock to be Issued

Ladies and Gentlemen:

         We are acting as counsel for Brown-Forman Corporation, a Delaware
corporation (the "Company") in connection with its registration under the
Securities Act of 1933, as amended, of certain additional shares of Class B
Common Stock (the "Shares") which are proposed to be issued pursuant to the
Brown-Forman Non-Employee Directors' Compensation Plan (the "Plan"). The Shares
shall be registered on the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") with respect to the Shares.

         In rendering this opinion, we have examined instruments, documents, and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the documents.

         It is our opinion that:

                  (a)      the Company is a corporation  duly  organized,
                           validly existing and in good standing under the laws
                           of the State of Delaware;

                  (b)      the Shares are duly authorized by the Restated
                           Certificate of Incorporation of the Company; and

                  (C)      upon the effectiveness of the Registration Statement,
                           the Shares will be legally and validly issued, fully
                           paid and non-assessable.

         Insofar as this opinion relates to securities to be issued in the
future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance shall be the same as such laws, rules and
regulations are in effect as of the date hereof.

         Nothing in this opinion is intended to apply to any disposition of the
Shares which any recipient thereof may propose to make.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the Securities or "Blue Sky" laws of any state or jurisdiction.

         This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely upon it. This opinion is rendered to you as of the date hereof,
and we undertake no obligation to advise you of any change, whether legal or
factual.

                                                  Very truly yours,

                                                  /s/ Ogden Newell & Welch PLLC
                                                  OGDEN NEWELL & WELCH PLLC
EXHIBIT 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 24, 2001 relating to the financial
statements, which appears in the 2001 Annual Report to Shareholders of
Brown-Forman Corporation and Subsidiaries (the "Company"), which is incorporated
by reference in Company's Annual Report on Form 10-K for the year ended April
30, 2001. We also consent to the incorporation by reference of our report dated
May 24, 2001 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
May 23, 2002
EXHIBIT 24(a)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, as of the 23rd day of May, 2002, the undersigned
each constitutes and appoints Phoebe A. Wood, Michael B. Crutcher, and Nelea A.
Absher, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities:

(a)        to sign and file with the Securities and Exchange Commission one or
           more Registration Statements on Form S-8 relating to the Brown-Forman
           Non-Employee Directors' Compensation Plan, and any and all related
           amendments, exhibits, or appendices (including post-effective
           amendments); and

(b)        to prepare, execute and file with the appropriate securities
           commissions in states or other jurisdictions any forms or filings
           (including any amendments or exhibits) necessary or useful in
           complying with state or foreign securities laws in the issuance of
           shares under the Non-Employee Directors' Compensation Plan,

granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute(s), may lawfully do or cause to be done by virtue of
this power of attorney.

BROWN-FORMAN CORPORATION

/s/   Owsley Brown II
By:      Owsley Brown II
         Chairman & Chief Executive Officer

/s/ Phoebe A. Wood                                   /s/ Jerry E. Abramson
Phoebe A. Wood                                       Jerry E. Abramson
Executive Vice President &                           Director
  Chief Financial Officer

/s/ Barry D. Bramley                                 /s/ George Garvin Brown III
Barry D. Bramley                                     George Garvin Brown III
Director                                             Director

/s/ Owsley Brown II                                  /s/ Donald G. Calder
Owsley Brown II                                      Donald G. Calder
Director                                             Director

/s/ Owsley Brown Frazier                             /s/ Richard P. Mayer
Owsley Brown Frazier                                 Richard P. Mayer
Director                                             Director

/s/ Stephen E. O'Neil                                /s/ William M. Street
Stephen E. O'Neil                                    William M. Street
Director                                             Director

/s/ Dace Brown Stubbs
Dace Brown Stubbs
Director
EXHIBIT 24(b)

                RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
              BROWN-FORMAN CORPORATION EFFECTIVE AS OF MAY 23, 2002

         WHEREAS, the Securities Act of 1933 requires the filing of a
         registration statement (the "Registration Statement") on Form S-8 by
         the Company to register additional securities relating to the
         Brown-Forman Non-Employee Directors' Compensation Plan (the "Plan");

         NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of the
         Company, with the assistance of its accountants and counsel, are hereby
         authorized to prepare, execute, and file with the Securities and
         Exchange Commission on behalf of the Company the Registration Statement
         and any and all related amendments (including post-effective
         amendments), exhibits and appendices;

         BE IT FURTHER RESOLVED, that Michael B. Crutcher, Senior Vice
         President, General Counsel, and Secretary of the Company, be and hereby
         is appointed and designated as a person duly authorized to receive
         communications and notices from the Securities and Exchange Commission
         with respect to any documents relating to the Registration Statement;
         and

         BE IT FURTHER RESOLVED, that the Company and each director and officer
         who may be required to execute any filings or documents relating to the
         Registration Statement and any amendments thereof or appendices thereto
         be, and hereby is, authorized to execute a power of attorney appointing
         Phoebe A. Wood, Michael B. Crutcher, and Nelea A. Absher, and each of
         them, his or her true and lawful attorneys and agents:

         (a)       to execute in his name, and on behalf of the Company and the
                   Plan, any and all documents relating to the Plan or the
                   Registration Statement, and to file the same with the
                   Securities and Exchange Commission; and

         (b)       to execute in his name, and on behalf of the Company and the
                   Plan, any and all documents relating to the Plan or the
                   Registration Statement, and to file the same with any state
                   or foreign securities commissions.

I, Nelea A. Absher, being duly elected and acting Assistant Vice President and
Assistant Secretary of Brown-Forman Corporation, do hereby certify that the
above is a true and correct copy of resolutions adopted by unanimous written
consent of the Board of Directors of said corporation, pursuant to Section
141(f) of the Delaware Corporation Code and that said resolutions are still in
full force and effect.

In testimony whereof, witness my hand this 29th day of May 2002.

                                                       /s/Nelea A. Absher
                                                       Nelea A. Absher
                                                       Assistant Vice President
                                                        and Senior Counsel
                                                       Brown-Forman Corporation