BROWN-FORMAN CORP-FORM SC 13D/A OWSLEY BROWN II

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

BROWN-FORMAN CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

115637-10-0

(CUSIP Number)

Thomas E. Rutledge
Ogden Newell & Welch PLLC
1700 PNC Plaza
500 West Jefferson Street
Louisville, Kentucky 40202
(502) 582-1601

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 1, 2005

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

1. Name of Reporting Person:
Owsley Brown II I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
United States of America

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
659,197

8. Shared Voting Power:
10,907,485

9. Sole Dispositive Power:
659,197

10. Shared Dispositive Power:
10,907,485

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,566,682

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
N/A

13. Percent of Class Represented by Amount in Row (11):
20.37%

14. Type of Reporting Person (See Instructions):
IN

Item 1. Security and Issuer.

Brown-Forman Corporation
Class A Common Stock
850 Dixie Highway
Louisville, Kentucky 40210

Item 2. Identity and Background.


a)	Name:	Owsley Brown II

b)	Principal Business address:	850 Dixie Highway Louisville, Kentucky 40210

c)	Chairman and Chief Executive Officer of the issuer, Brown-Forman Corporation.

d)	Criminal Convictions: No criminal convictions in the last five years (excluding traffic violations or similar misdemeanors).

e)	Securities Proceedings: No judgments, decrees or final orders enjoining further violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

This filings is made on a voluntary basis by the undersigned in order to bring current his disclosure of beneficial ownership as of January 1, 2005.

Item 5. Interest in Securities of the Issuer.

The amount of shares beneficially owned by the undersigned as of the date set forth below is as follows:


		Aggregate		Percent
		Number		of Class
(a)	Beneficially Owned		11,566,682		20.37	%

(b)	Sole Voting Power Shared Voting Power Sole Disposition Power Shared Disposition Power		659,197 10,907,485 659,197 10,907,485

(c)   The undersigned, in the sixty days prior to January 1, 2004, had no transactions in the Class A Common Stock of Brown-Forman Corporation.

(d)   Not applicable.

(e)   Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7. Material to Be Filed as Exhibits.

None.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2005

/S/ Owsley Brown II
Owsley Brown II


CUSIP No.

	1.	Name of Reporting Person: Owsley Brown II			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States of America

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 659,197

			8.	Shared Voting Power: 10,907,485

			9.	Sole Dispositive Power: 659,197

			10.	Shared Dispositive Power: 10,907,485

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,566,682

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o N/A

	13.	Percent of Class Represented by Amount in Row (11): 20.37%

	14.	Type of Reporting Person (See Instructions): IN

	(c)	The undersigned, in the sixty days prior to January 1, 2004, had no transactions in the Class A Common Stock of Brown-Forman Corporation.

	(d)	Not applicable.

	(e)	Not applicable.


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.