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

                                    Form 8-K

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

Date of Report (Date of 
earliest event reported):     August 2, 2005 (July 28, 2005)

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

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

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

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



Item 2.02.  Results of Operations and Financial Condition

On July 28, 2005,  Brown-Forman  Corporation  (the "Company" or  "Brown-Forman")
issued a press release  commenting  on financial  and operating  results for the
fiscal year ended April 30, 2005 and the outlook for fiscal  2006. A copy of the
press release is attached as Exhibit 99.1 to this current report on Form 8-K and
is incorporated herein in its entirety by this reference.

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

This  information  furnished  pursuant  to  this  Item  2.02  (and  the  related
information in Exhibit 99.1) shall not be deemed "filed" for purposes of Section
18 of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
shall not be deemed to be  incorporated  by  reference  in any filing  under the
Securities  Act of 1933,  as  amended,  or the  Exchange  Act except as shall be
expressly set forth by specific reference in such filing.

Item 8.01.  Other Events

On July 28, 2005, the Company issued a press release  announcing  that its Board
of Directors approved a regular cash dividend of $24.50 per share on Class A and
Class B Common Stock.  Stockholders  of record on September 8, 2005 will receive
the cash dividend on October 1, 2005. A copy of the press release is attached as
Exhibit 99.1 to this current  report on Form 8-K and is  incorporated  herein in
its entirety by this reference.

Item 9.01.  Financial Statements and Exhibits

 (a)      Not applicable.
 (b)      Not applicable.
 (c)      Exhibits.
          99.1     Press Release, dated July 28, 2005



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.
                                      
                                       Brown-Forman Corporation
                                            (Registrant)


Date:   August 2, 2005                     By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President and Assistant
                                                 Corporate Secretary




Exhibit Index

99.1  Press Release, dated July 28, 2005, issued by Brown-Forman Corporation.



                                                                   Exhibit 99.1

FOR IMMEDIATE RELEASE

BROWN-FORMAN CHAIRMAN OWSLEY BROWN II AND INCOMING CHIEF EXECUTIVE OFFICER 
PAUL VARGA ADDRESS ANNUAL SHAREHOLDERS' MEETING
Board Re-elected; Dividend Declared

Louisville,  KY, July 28, 2005 -  Brown-Forman  Corporation  Chairman  and Chief
Executive  Officer Owsley Brown II and incoming Chief Executive  Officer Paul C.
Varga  addressed  shareholders  today at  Brown-Forman's  annual  meeting.  When
discussing  results for the fiscal year ended April 30, 2005, Brown stated,  "It
was a record-breaking year."

Brown-Forman  shareholders  celebrated  one of the best  years in the  company's
135-year  history.  For fiscal 2005, the company's  earnings per share increased
21% to $2.52,  led by the performance of Jack Daniel's  Tennessee  Whiskey.  The
company's most important brand registered  volume gains for the 13th consecutive
year,  recording the largest year of depletion(a) growth in the brand's history.
Shareholders enjoyed a 21% return(b) on their investment for the fiscal year, as
the company outperformed comparable period growth of 6% for the S&P 500 index.

--------
(a) Depletions represent shipments from wholesale distributors to retailers and
    are commonly used in the wine and spirits industry as an approximation of
    consumer demand.
(b) Defined as share price appreciation including dividend reinvestment.



Brown also noted that the company is  experiencing  a very  strong  start to its
fiscal  2006.  However,  the net  effect of the  expected  sale of Lenox and the
termination of the company's  distribution rights for the Glenmorangie family of
brands,  combined  with the absence of the fiscal 2005 one-time gain on the sale
of the company's  investment in  Glenmorangie,  will mask  continued  underlying
robust growth of the base beverage business.

In formal action,  Brown-Forman's  shareholders re-elected all 13 members of the
company's Board of Directors: Ina Brown Bond; Patrick  Bousquet-Chavanne;  Barry
D. Bramley;  George Garvin Brown III; Owsley Brown II; Donald G. Calder;  Owsley
Brown Frazier;  Richard P. Mayer; Stephen E. O'Neil; Matthew R. Simmons; William
M. Street; Dace Brown Stubbs; and Paul C. Varga.

At its  meeting,  the  Board of  Directors  approved  a regular  quarterly  cash
dividend  of  24.50  cents  per  share  on  Class A and  Class B  Common  Stock.
Stockholders  of record on September  8, 2005 will receive the cash  dividend on
October 1, 2005.  Brown-Forman has paid regular  quarterly cash dividends for 60
consecutive years.

Brown-Forman  Corporation is a diversified producer and marketer of fine quality
consumer products,  including Jack Daniel's,  Southern Comfort, Finlandia Vodka,
Canadian Mist,  Fetzer and Bolla Wines,  Korbel  California  Champagnes,  Lenox,
Dansk, and Gorham tableware and giftware and Hartmann Luggage.



IMPORTANT INFORMATION ON FORWARD-LOOKING STATEMENTS
This news release contains statements, estimates, or projections that constitute
"forward-looking  statements"  as defined under U.S.  federal  securities  laws.
Generally,   the  words  "expect,"  "believe,"  "intend,"   "estimate,"  "will,"
"anticipate," and "project," and similar expressions  identify a forward-looking
statement,  which speaks only as of the date the  statement  is made.  Except as
required  by law,  we do not  intend to update  or  revise  any  forward-looking
statements, whether as a result of new information, future events, or otherwise.

We  believe  that  the   expectations   and  assumptions  with  respect  to  our
forward-looking statements are reasonable. But by their nature,  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
in some  cases are out of our  control.  These  factors  could  cause our actual
results to differ materially from  Brown-Forman's  historical  experience or our
present expectations or projections.  Here is a non-exclusive list of such risks
and uncertainties:

 - changes in general economic conditions, particularly in the United States
   where we earn the majority of our profits;
 - a strengthening U.S. dollar against foreign currencies, especially the
   British Pound;
 - reduced bar, restaurant, hotel and travel business in wake of other terrorist
   attacks, such as occurred on 9/11;
 - developments in the class action lawsuits filed against Brown-Forman and
   other spirits, beer and wine manufacturers alleging that our advertising
   causes illegal consumption of alcohol by those under the legal drinking age,
   or other attempts to limit alcohol marketing, through either litigation or
   regulation;
 - a dramatic change in consumer preferences, social trends or cultural trends
   that results in the reduced consumption of our premium spirits brands;
 - tax increases, whether at the federal or state level;
 - increases in the price of grain and grapes;
 - continued depressed retail prices and margins in our wine business because of
   our excess wine inventories, existing grape contract obligations, and a
   world-wide oversupply of grapes; and
 - the effects on our Consumer Durables business of the general economy, 
   department store business, response rates in our direct marketing business,
   and profitability of mall outlet operations.