As Filed With the Securities and Exchange Commission
                                on July 23, 2004
                                                  Registration No. 333-________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                       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 or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

                                850 Dixie Highway
                           Louisville, Kentucky 40210
                    (Address of Principal Executive Offices)

                            BROWN-FORMAN CORPORATION
                         2004 OMNIBUS COMPENSATION Plan
                            (Full title of the plan)

                               Michael B. Crutcher
                                 Vice Chairman,
                          General Counsel and Secretary
                            Brown-Forman Corporation
                                850 Dixie Highway
                           Louisville, Kentucky 40210
                                 (502) 585-1100
     (Name, Address, and Telephone Number of Registrant's agent for service)


                                    Copy to:

                                  Leigh Walton
                                 Todd J. Rolapp
                             Bass, Berry & Sims PLC
                        315 Deaderick Street, Suite 2700
                         Nashville, Tennessee 37238-0002

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>

                                                       Proposed                     Proposed                Amount of
 Title of securities         Amount to be          maximum offering             maximum aggregate         registration
  to be registered          registered (1)        price per share(3)             offering price              fee(4)
--------------------        --------------        ------------------            -----------------         ------------
<S>                         <C>                   <C>                           <C>                       <C>
Class B Common Stock,
   $0.15 par value          10,596,938 (2)              $46.65                    $494,294,173               $53,090

</TABLE>


(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
    "Securities Act"), includes an indeterminate number of additional shares
    which may be offered and issued to prevent dilution resulting from stock
    splits, stock dividends or similar transactions.

(2) Shares to be offered and sold under the Brown-Forman 2004 Omnibus
    Compensation Plan (the "2004 Shares") comprise: (i) 4,900,000 shares not
    previously registered; (ii) 1,046,051 shares previously registered for
    issuance under the Brown-Forman Corporation Omnibus Compensation Plan
    (the "Old Plan") on October 13, 1999 (Registration No. 333-88925) that may
    no longer be issued under the Old Plan and that may be offered and sold
    under the Brown-Forman 2004 Omnibus Compensation Plan; and (iii) 4,650,887
    shares subject to awards previously granted under the Old Plan that may be
    forfeited, cancelled or are subject to forfeiture or cancellation, and upon
    forfeiture or cancellation will be available for issuance under the
    Brown-Forman 2004 Omnibus Compensation Plan.

(3) Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
    estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low prices of the Registrant's Common
    Stock on the New York Stock Exchange on July 22, 2004.

(4) In accordance with Rule 457(p) of the Securities Act, the aggregate total
    dollar amount of the Registration Fee is being offset by the dollar amount
    of registration fees previously paid in respect of unissued shares
    previously registered by the Company on Form S-8, which unissued shares have
    been deregistered.  The Company has filed a post-effective amendment to its
    Form S-8 Registration Statement File No. 333-88925 to deregister shares of
    the Company's Class B Common Stock that are not subject to outstanding
    option grants under the Old Plan.  The Amount of the Registration Fee was
    calculated as the difference between the aggregate registration fee of
    $62,627 (calculated based on the number of 2004 Shares) less the sum of
    $9,537, which is the portion of the registration fee associated with the
    1,046,051 deregistered shares (calculated to account for the registrant's
    January 2004 2-for-1 stock split) that was previously paid in connection
    with the Form S-8 Registration Statement File No. 333-88925 filed on
    October 13, 1999.

<PAGE>

                                     PART I

              Information Required in the Section 10(a) Prospectus

Brown-Forman  Corporation (the  "Registrant")  has sent or given or will send or
give documents  containing the information  specified by Part I of this Form S-8
Registration  Statement (the  "Registration  Statement") to  participants in the
plan  to  which  this  Registration  Statement  relates,  as  specified  in Rule
428(b)(1)  promulgated  by the Securities  and Exchange  Commission  (the "SEC")
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant  is not  filing  such  documents  with the SEC,  but these  documents
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following  documents filed by the Registrant  with the SEC,  pursuant to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated  by reference and shall be deemed to be a part hereof from the date
of filing of such document:

(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
    April 30, 2004; and

(2) The description of the Registrant's Class A Common Stock, par value $0.15
    per share, and Class B Common Stock, par value $0.15 per share, contained in
    the Registrant's Registration Statement on Form 8-A filed with the SEC on
    April 11, 1991, including all other amendments and reports filed for the
    purpose of updating such descriptions.

All documents filed by the Registrant  pursuant to Section 13(a),  13(c), 14 and
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part  hereof  from  the  date  of  filing  of  such  documents.  Any
statements contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement  contained  herein (or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein) modifies or replaces such statement. Any statement so modified
or  replaced  shall  not be  deemed,  except  as so  modified  or  replaced,  to
constitute a part hereof.

Notwithstanding the foregoing, information furnished under Items 9 and 12 of any
Current Report on Form 8-K, including the related exhibits,  is not incorporated
by reference in this prospectus or the accompanying 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.

Sections  145(a) and (b) of the Delaware  General  Corporation  Law (the "DGCL")
provide  generally  that a corporation  has the power to indemnify its officers,
directors,  employees and agents against  expenses,  including  attorneys' fees,
judgments, fines and settlement amounts actually and reasonably incurred by them
in  connection  with the defense of any action by reason of being or having been
directors,  officers,  employees  or agents of the  corporation  (or  serving or
having  served  in such  positions  in  another  entity  at the  request  of the
corporation)  if such person  shall have acted in good faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation  (and, with respect to any criminal action,  had no reasonable cause
to believe the person's conduct was unlawful),  except that if such action shall
be by or in the  right  of the  corporation,  no such  indemnification  shall be
provided  as to any claim,  issue or matter as to which such  person  shall have
been judged to have been liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware,  or another  court in which
the suit was  brought,  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all of the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court deems proper.

<PAGE>

Section  145(c) of the DGCL provides that to the extent that a present or former
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or proceeding  referred to in Sections
145(a) and (b) of the DGCL,  as  described  in the  preceding  paragraph,  or in
defense of any claim, issue or matter therein,  such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

As permitted by Section  102(b)(7) of the DGCL, the Registrant's  Certificate of
Incorporation  provides that a director  shall not be  personally  liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director,  except  that a director  may be liable (i) for any breach of the
director's duty of loyalty to the Registrant 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 DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

In addition,  the By-laws of the  Registrant  permit the  Registrant's  board of
directors  to  adopt  a  resolution  providing  for the  indemnification  of the
Registrant's officers and directors to the extent authorized by law.

A directors' and officers'  insurance policy insures the Registrant's  directors
and officers  against  liabilities  incurred in their capacity as such for which
they are not otherwise indemnified, subject to certain exclusions.

Item 7.  Exemption from Registration Claimed.

None.

Item 8.  Exhibits.

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 and restated on May 25, 1988,
      incorporated by reference to Registrant's 10-K, filed on July 26, 1993,
      as further amended and currently in effect, incorporated by reference to
      Registrant's Current Report on Form 8-K, filed June 3, 1998

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

4(l)  Brown-Forman Corporation 2004 Omnibus Compensation Plan

5     Opinion of Bass, Berry & Sims PLC, counsel to the Registrant

23(a) Consent of PricewaterhouseCoopers LLP, Independent Registered Public
      Accounting Firm

23(b) Consent of Bass, Berrry & Sims PLC, counsel to the Registrant (included
      in Exhibit 5)

24    Power of Attorney (included on the signature page to the Registration
      Statement)

<PAGE>

Item 9.  Undertakings.

(a)   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;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this 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 this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement; and

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the Commission by the undersigned registrant
            pursuant to Section 13 or 15(d) of the Exchange Act that are
            incorporated by reference in the Registration Statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act, 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.

(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      registrant's annual report pursuant to Section 13(a) or Section 15(d) of
      the Exchange Act (and, where applicable, each filing of the employee
      benefit plan's annual report pursuant to Section 15(d) of the Exchange
      Act) 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.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act 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 Commission such
      indemnification is against public policy as expressed in the Securities
      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 the registrant in the successful defense of any
      action, suit or proceeding) is asserted 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 whether such indemnification by it is against
      public policy as expressed in the Securities Act and will be governed by
      the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  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, State of Kentucky, on this 22nd day of July, 2004.

                                               BROWN-FORMAN CORPORATION


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

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby
constitutes and appoints Phoebe A. Wood, Michael B. Crutcher and Nelea A. Absher
and each of them, his or her true and lawful  attorneys-in-fact and agents, 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,  to  sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same,  with the SEC,  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  and  necessary,  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 his or
her  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

    Signature                              Title                       Date
    ---------                              -----                       ----

/s/ Owsley Brown II         Chairman and Chief Executive Officer   July 22, 2004
Owsley Brown II             (Principal Executive Officer)
                            Director

/s/ Phoebe A. Wood          Executive Vice President and Chief     July 22, 2004
Phoebe A. Wood              Financial Officer (Principal Financial
                            Officer)

/s/ William M. Street       Director                               July 22, 2004
William M. Street

/s/ Jane C. Morreau         Vice President and Controller          July 22, 2004
Jane C. Morreau             (Principal Accounting Officer)

/s/ Ina Brown Bond          Director                               July 22, 2004
Ina Brown Bond

/s/ Barry D. Bramley        Director                               July 22, 2004
Barry D. Bramley

/s/ Geo. Garvin Brown III   Director                               July 22, 2004
Geo. Garvin Brown III

/s/ Donald G. Calder        Director                               July 22, 2004
Donald G. Calder

/s/ Owsley Brown Frazier    Director                               July 22, 2004
Owsley Brown Frazier

/s/ Richard P. Mayer        Director                               July 22, 2004
Richard P. Mayer

/s/ Stephen E. O'Neil       Director                               July 22, 2004
Stephen E. O'Neil

/s/ Matthew R. Simmons      Director                               July 22, 2004
Matthew R. Simmons

/s/ Dace Brown Stubbs       Director                               July 22, 2004
Dace Brown Stubbs

/s/ Paul V. Varga           Director                               July 22, 2004
Paul V. Varga


<PAGE>

                                  EXHIBIT INDEX

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 and restated on May 25, 1988,
      incorporated by reference to Registrant's 10-K, filed on July 26, 1993,
      as further amended and currently in effect, incorporated by reference to
      Registrant's Current Report on Form 8-K, filed June 3, 1998

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

4(l)  Brown-Forman Corporation 2004 Omnibus Compensation Plan

5     Opinion of Bass, Berry & Sims PLC, counsel to the Registrant

23(a) Consent of PricewaterhouseCoopers LLP, Independent Registered Public
      Accounting Firm

23(b) Consent of Bass, Berrry & Sims PLC, counsel to the Registrant (included
      in Exhibit 5)

24    Power of Attorney (included on the signature page to the Registration
      Statement)


<PAGE>

                                                                   Exhibit 5

July 23, 2004


Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky  40210

   Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as your counsel in the preparation of a Registration  Statement on
Form S-8 (the "Registration Statement") relating to the Brown-Forman Corporation
2004 Omnibus Compensation Plan (the "Plan") filed by you with the Securities and
Exchange  Commission,  covering an aggregate of 10,596,938 shares (the "Shares")
of common stock, $0.15 par value, issuable pursuant to the Plan.

In so acting,  we have  examined and relied upon such  records,  documents,  and
other  instruments  as in our judgment are necessary or  appropriate in order to
express the opinions  hereinafter  set forth and have assumed the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
and the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.

Based upon the  foregoing,  we are of the opinion  that the Shares,  when issued
pursuant to and in accordance with the Plan, will be validly issued, fully paid,
and non-assessable.

We hereby  consent to the use of this opinion as an exhibit to the  Registration
Statement.

Very truly yours,

/s/ Bass, Berry & Sims PLC


<PAGE>
                                                                Exhibit 23(a)


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated May 27, 2004 relating to the financial
statements,  which  appears  in  the  2004  Annual  Report  to  Shareholders  of
Brown-Forman Corporation and Subsidiaries ("the Company"), which is incorporated
by  reference  in the  Company's  Annual  Report on Form 10-K for the year ended
April 30, 2004. We also consent to the  incorporation by reference of our report
dated May 27, 2004 relating to the financial statement  schedule,  which appears
in such Annual Report on Form 10-K.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Louisville, Kentucky
July 21, 2004
[{"type": "S-8", "sequence": "1", "filename": "forms80723.txt", "secsgml_size_bytes": 25197}]
{"company-data": {"conformed-name": "BROWN FORMAN CORP", "cik": "0000014693", "assigned-sic": "2080", "irs-number": "610143150", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117630", "film-number": "04929410"}, "business-address": {"street1": "850 DIXIE HWY", "city": "LOUISVILLE", "state": "KY", "zip": "40210", "phone": "5025851100"}, "mail-address": {"street1": "P O BOX 1080", "city": "LOUISVILLE", "state": "KY", "zip": "40201"}, "former-company": [{"former-conformed-name": "BROWN FORMAN INC", "date-changed": "19870816"}, {"former-conformed-name": "BROWN FORMAN DISTILLERS CORP", "date-changed": "19840807"}, {"former-conformed-name": "BROWN FORMAN DISTILLERY CO", "date-changed": "19670730"}]}
As Filed With the Securities and Exchange Commission
                                on July 23, 2004
                                                  Registration No. 333-________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                       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 or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

                                850 Dixie Highway
                           Louisville, Kentucky 40210
                    (Address of Principal Executive Offices)

                            BROWN-FORMAN CORPORATION
                         2004 OMNIBUS COMPENSATION Plan
                            (Full title of the plan)

                               Michael B. Crutcher
                                 Vice Chairman,
                          General Counsel and Secretary
                            Brown-Forman Corporation
                                850 Dixie Highway
                           Louisville, Kentucky 40210
                                 (502) 585-1100
     (Name, Address, and Telephone Number of Registrant's agent for service)

                                    Copy to:

                                  Leigh Walton
                                 Todd J. Rolapp
                             Bass, Berry & Sims PLC
                        315 Deaderick Street, Suite 2700
                         Nashville, Tennessee 37238-0002

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                                       Proposed                     Proposed                Amount of
 Title of securities         Amount to be          maximum offering             maximum aggregate         registration
  to be registered          registered (1)        price per share(3)             offering price              fee(4)
--------------------        --------------        ------------------            -----------------         ------------
Class B Common Stock,
   $0.15 par value          10,596,938 (2)              $46.65                    $494,294,173               $53,090
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
    "Securities Act"), includes an indeterminate number of additional shares
    which may be offered and issued to prevent dilution resulting from stock
    splits, stock dividends or similar transactions.

(2) Shares to be offered and sold under the Brown-Forman 2004 Omnibus
    Compensation Plan (the "2004 Shares") comprise: (i) 4,900,000 shares not
    previously registered; (ii) 1,046,051 shares previously registered for
    issuance under the Brown-Forman Corporation Omnibus Compensation Plan
    (the "Old Plan") on October 13, 1999 (Registration No. 333-88925) that may
    no longer be issued under the Old Plan and that may be offered and sold
    under the Brown-Forman 2004 Omnibus Compensation Plan; and (iii) 4,650,887
    shares subject to awards previously granted under the Old Plan that may be
    forfeited, cancelled or are subject to forfeiture or cancellation, and upon
    forfeiture or cancellation will be available for issuance under the
    Brown-Forman 2004 Omnibus Compensation Plan.

(3) Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
    estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low prices of the Registrant's Common
    Stock on the New York Stock Exchange on July 22, 2004.

(4) In accordance with Rule 457(p) of the Securities Act, the aggregate total
    dollar amount of the Registration Fee is being offset by the dollar amount
    of registration fees previously paid in respect of unissued shares
    previously registered by the Company on Form S-8, which unissued shares have
    been deregistered.  The Company has filed a post-effective amendment to its
    Form S-8 Registration Statement File No. 333-88925 to deregister shares of
    the Company's Class B Common Stock that are not subject to outstanding
    option grants under the Old Plan.  The Amount of the Registration Fee was
    calculated as the difference between the aggregate registration fee of
    $62,627 (calculated based on the number of 2004 Shares) less the sum of
    $9,537, which is the portion of the registration fee associated with the
    1,046,051 deregistered shares (calculated to account for the registrant's
    January 2004 2-for-1 stock split) that was previously paid in connection
    with the Form S-8 Registration Statement File No. 333-88925 filed on
    October 13, 1999.
PART I

              Information Required in the Section 10(a) Prospectus

Brown-Forman  Corporation (the  "Registrant")  has sent or given or will send or
give documents  containing the information  specified by Part I of this Form S-8
Registration  Statement (the  "Registration  Statement") to  participants in the
plan  to  which  this  Registration  Statement  relates,  as  specified  in Rule
428(b)(1)  promulgated  by the Securities  and Exchange  Commission  (the "SEC")
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant  is not  filing  such  documents  with the SEC,  but these  documents
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following  documents filed by the Registrant  with the SEC,  pursuant to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated  by reference and shall be deemed to be a part hereof from the date
of filing of such document:

(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
    April 30, 2004; and

(2) The description of the Registrant's Class A Common Stock, par value $0.15
    per share, and Class B Common Stock, par value $0.15 per share, contained in
    the Registrant's Registration Statement on Form 8-A filed with the SEC on
    April 11, 1991, including all other amendments and reports filed for the
    purpose of updating such descriptions.

All documents filed by the Registrant  pursuant to Section 13(a),  13(c), 14 and
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part  hereof  from  the  date  of  filing  of  such  documents.  Any
statements contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement  contained  herein (or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein) modifies or replaces such statement. Any statement so modified
or  replaced  shall  not be  deemed,  except  as so  modified  or  replaced,  to
constitute a part hereof.

Notwithstanding the foregoing, information furnished under Items 9 and 12 of any
Current Report on Form 8-K, including the related exhibits,  is not incorporated
by reference in this prospectus or the accompanying 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.

Sections  145(a) and (b) of the Delaware  General  Corporation  Law (the "DGCL")
provide  generally  that a corporation  has the power to indemnify its officers,
directors,  employees and agents against  expenses,  including  attorneys' fees,
judgments, fines and settlement amounts actually and reasonably incurred by them
in  connection  with the defense of any action by reason of being or having been
directors,  officers,  employees  or agents of the  corporation  (or  serving or
having  served  in such  positions  in  another  entity  at the  request  of the
corporation)  if such person  shall have acted in good faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation  (and, with respect to any criminal action,  had no reasonable cause
to believe the person's conduct was unlawful),  except that if such action shall
be by or in the  right  of the  corporation,  no such  indemnification  shall be
provided  as to any claim,  issue or matter as to which such  person  shall have
been judged to have been liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware,  or another  court in which
the suit was  brought,  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all of the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court deems proper.
Section  145(c) of the DGCL provides that to the extent that a present or former
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or proceeding  referred to in Sections
145(a) and (b) of the DGCL,  as  described  in the  preceding  paragraph,  or in
defense of any claim, issue or matter therein,  such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

As permitted by Section  102(b)(7) of the DGCL, the Registrant's  Certificate of
Incorporation  provides that a director  shall not be  personally  liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director,  except  that a director  may be liable (i) for any breach of the
director's duty of loyalty to the Registrant 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 DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

In addition,  the By-laws of the  Registrant  permit the  Registrant's  board of
directors  to  adopt  a  resolution  providing  for the  indemnification  of the
Registrant's officers and directors to the extent authorized by law.

A directors' and officers'  insurance policy insures the Registrant's  directors
and officers  against  liabilities  incurred in their capacity as such for which
they are not otherwise indemnified, subject to certain exclusions.

Item 7.  Exemption from Registration Claimed.

None.

Item 8.  Exhibits.

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 and restated on May 25, 1988,
      incorporated by reference to Registrant's 10-K, filed on July 26, 1993,
      as further amended and currently in effect, incorporated by reference to
      Registrant's Current Report on Form 8-K, filed June 3, 1998

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

4(l)  Brown-Forman Corporation 2004 Omnibus Compensation Plan

5     Opinion of Bass, Berry & Sims PLC, counsel to the Registrant

23(a) Consent of PricewaterhouseCoopers LLP, Independent Registered Public
      Accounting Firm

23(b) Consent of Bass, Berrry & Sims PLC, counsel to the Registrant (included
      in Exhibit 5)

24    Power of Attorney (included on the signature page to the Registration
      Statement)
Item 9.  Undertakings.

(a)   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;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this 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 this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement; and

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the Commission by the undersigned registrant
            pursuant to Section 13 or 15(d) of the Exchange Act that are
            incorporated by reference in the Registration Statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act, 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.

(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      registrant's annual report pursuant to Section 13(a) or Section 15(d) of
      the Exchange Act (and, where applicable, each filing of the employee
      benefit plan's annual report pursuant to Section 15(d) of the Exchange
      Act) 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.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act 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 Commission such
      indemnification is against public policy as expressed in the Securities
      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 the registrant in the successful defense of any
      action, suit or proceeding) is asserted 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 whether such indemnification by it is against
      public policy as expressed in the Securities Act and will be governed by
      the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  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, State of Kentucky, on this 22nd day of July, 2004.

                                               BROWN-FORMAN CORPORATION

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

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby
constitutes and appoints Phoebe A. Wood, Michael B. Crutcher and Nelea A. Absher
and each of them, his or her true and lawful  attorneys-in-fact and agents, 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,  to  sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same,  with the SEC,  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  and  necessary,  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 his or
her  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

    Signature                              Title                       Date
    ---------                              -----                       ----

/s/ Owsley Brown II         Chairman and Chief Executive Officer   July 22, 2004
Owsley Brown II             (Principal Executive Officer)
                            Director

/s/ Phoebe A. Wood          Executive Vice President and Chief     July 22, 2004
Phoebe A. Wood              Financial Officer (Principal Financial
                            Officer)

/s/ William M. Street       Director                               July 22, 2004
William M. Street

/s/ Jane C. Morreau         Vice President and Controller          July 22, 2004
Jane C. Morreau             (Principal Accounting Officer)

/s/ Ina Brown Bond          Director                               July 22, 2004
Ina Brown Bond

/s/ Barry D. Bramley        Director                               July 22, 2004
Barry D. Bramley

/s/ Geo. Garvin Brown III   Director                               July 22, 2004
Geo. Garvin Brown III

/s/ Donald G. Calder        Director                               July 22, 2004
Donald G. Calder

/s/ Owsley Brown Frazier    Director                               July 22, 2004
Owsley Brown Frazier

/s/ Richard P. Mayer        Director                               July 22, 2004
Richard P. Mayer

/s/ Stephen E. O'Neil       Director                               July 22, 2004
Stephen E. O'Neil

/s/ Matthew R. Simmons      Director                               July 22, 2004
Matthew R. Simmons

/s/ Dace Brown Stubbs       Director                               July 22, 2004
Dace Brown Stubbs

/s/ Paul V. Varga           Director                               July 22, 2004
Paul V. Varga
EXHIBIT INDEX

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 and restated on May 25, 1988,
      incorporated by reference to Registrant's 10-K, filed on July 26, 1993,
      as further amended and currently in effect, incorporated by reference to
      Registrant's Current Report on Form 8-K, filed June 3, 1998

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

4(l)  Brown-Forman Corporation 2004 Omnibus Compensation Plan

5     Opinion of Bass, Berry & Sims PLC, counsel to the Registrant

23(a) Consent of PricewaterhouseCoopers LLP, Independent Registered Public
      Accounting Firm

23(b) Consent of Bass, Berrry & Sims PLC, counsel to the Registrant (included
      in Exhibit 5)

24    Power of Attorney (included on the signature page to the Registration
      Statement)
Exhibit 5

July 23, 2004

Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky  40210

   Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as your counsel in the preparation of a Registration  Statement on
Form S-8 (the "Registration Statement") relating to the Brown-Forman Corporation
2004 Omnibus Compensation Plan (the "Plan") filed by you with the Securities and
Exchange  Commission,  covering an aggregate of 10,596,938 shares (the "Shares")
of common stock, $0.15 par value, issuable pursuant to the Plan.

In so acting,  we have  examined and relied upon such  records,  documents,  and
other  instruments  as in our judgment are necessary or  appropriate in order to
express the opinions  hereinafter  set forth and have assumed the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
and the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.

Based upon the  foregoing,  we are of the opinion  that the Shares,  when issued
pursuant to and in accordance with the Plan, will be validly issued, fully paid,
and non-assessable.

We hereby  consent to the use of this opinion as an exhibit to the  Registration
Statement.

Very truly yours,

/s/ Bass, Berry & Sims PLC
Exhibit 23(a)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated May 27, 2004 relating to the financial
statements,  which  appears  in  the  2004  Annual  Report  to  Shareholders  of
Brown-Forman Corporation and Subsidiaries ("the Company"), which is incorporated
by  reference  in the  Company's  Annual  Report on Form 10-K for the year ended
April 30, 2004. We also consent to the  incorporation by reference of our report
dated May 27, 2004 relating to the financial statement  schedule,  which appears
in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Louisville, Kentucky
July 21, 2004