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<SEC-DOCUMENT>/in/edgar/work/20000623/0000014693-00-000014/0000014693-00-000014.txt : 20000920
<SEC-HEADER>0000014693-00-000014.hdr.sgml : 20000920
ACCESSION NUMBER:		0000014693-00-000014
CONFORMED SUBMISSION TYPE:	11-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	19991231
FILED AS OF DATE:		20000623

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BROWN FORMAN CORP
		CENTRAL INDEX KEY:			0000014693
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2080
]		IRS NUMBER:				610143150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0430
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		11-K
			SEC ACT:		
			SEC FILE NUMBER:	002-26821
			FILM NUMBER:		659544
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		850 DIXIE HWY
				CITY:			LOUISVILLE
				STATE:			KY
				ZIP:			40210
				BUSINESS PHONE:		5025851100
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		P O BOX 1080
					CITY:			LOUISVILLE
					STATE:			KY
					ZIP:			40201
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	BROWN FORMAN INC
						DATE OF NAME CHANGE:	19870816
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	BROWN FORMAN DISTILLERS CORP
							DATE OF NAME CHANGE:	19840807
</FORMER-COMPANY>

							FORMER COMPANY:	
								FORMER CONFORMED NAME:	BROWN FORMAN DISTILLERY CO
								DATE OF NAME CHANGE:	19670730
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 11-K
<TEXT>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 11-K



             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS

               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


(Mark One)

(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1999

                                       OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934



                          Commission File Number 1-123



       A.  Full Title of Plan:
            Lenox, Incorporated Retail Savings and Investment Plan

       B.  Name of Issuer of the Securities held Pursuant to the Plan and
           the Address of its Principal Executive Office:

                            Brown-Forman Corporation

                                850 Dixie Highway

                           Louisville, Kentucky 40210




<PAGE>

                                     INDEX
                                                                    Pages

Report of Independent Accountants                                     2

Financial Statements:

 Statement of Net Assets Available for Benefits,
    December 31, 1999 and 1998                                        3

 Statement of Changes in Net Assets Available for Benefits
    for the years ended December 31, 1999 and 1998                    4

Notes to Financial Statements                                        5-9

Supplemental Schedules:

 Schedule of Assets Held for Investment Purposes at End of Year,
    December 31, 1999                                                10

 Schedule of Reportable Transactions for the Year Ended
    December 31, 1999                                                11

Signatures                                                           12

Consent of Independent Accountants                                   13

<PAGE>

                        Report of Independent Accountants


To the Employee Benefits Committee
Brown-Forman Corporation

Lenox, Incorporated Retail
    Savings and Investment Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statements  of changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of the Lenox,  Incorporated  Retail  Savings and  Investment  Plan (the Plan) at
December 31, 1999 and 1998 and the changes in net assets  available for benefits
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Plan's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for  investment  purposes  at end of year  and of  reportable  transactions  are
presented for the purpose of additional  analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the  Employee  Retirement  Income  Security  Act  of  1974.  These  supplemental
schedules are the  responsibility  of the Plan's  management.  The  supplemental
schedules have been subjected to the auditing  procedures  applied in the audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

/s/ PricewaterhouseCoopers LLP
    May 12, 2000

                                       2
<PAGE>

             Lenox, Incorporated Retail Savings and Investment Plan
                 Statements of Net Assets Available for Benefits
                           December 31, 1999 and 1998

<TABLE>
                                                          1999                                            1998
                                      ----------------------------------------------  ---------------------------------------------
                                      Participant    Nonparticipant                   Participant    Nonparticipant
                                       Directed         Directed          Total        Directed         Directed           Total
                                      -----------    --------------    -----------    -----------    --------------     -----------
<S>                                   <C>            <C>               <C>            <C>            <C>                <C>
Investments, at fair value:
   Mutual funds                       $12,274,473             --       $12,274,473    $10,195,605             --        $10,195,605
   Investment contract and
    money market portfolios             1,544,301             --         1,544,301      1,452,032             --          1,452,032
   Brown-Forman Corporation
    Class B common stock                   38,969             --            38,969          --                --              --
   Loans to participants                  201,879             --           201,879        250,915             --            250,915
                                      -----------    --------------    -----------    -----------    --------------     -----------
                                       14,059,622             --        14,059,622     11,898,552             --         11,898,552
Employers' contributions receivable       198,379             --           198,379        215,426             --            215,426
Employees' contributions receivable        40,509             --            40,509         38,611             --             38,611
                                      -----------    --------------    -----------    -----------    --------------     -----------
Net assets available for benefits     $14,298,510             --       $14,298,510    $12,152,589             --        $12,152,589
                                      ===========    ==============    ===========    ===========    ==============     ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>

             Lenox, Incorporated Retail Savings and Investment Plan
           Statement of Changes in Net Assets Available for Benefits
                 For the Years Ended December 31, 1999 and 1998

<TABLE>
                                                          1999                                            1998
                                      ----------------------------------------------  ---------------------------------------------
                                      Participant    Nonparticipant                   Participant    Nonparticipant
                                       Directed         Directed          Total        Directed         Directed           Total
                                      -----------    --------------    -----------    -----------    --------------     -----------
<S>                                   <C>            <C>               <C>            <C>            <C>                <C>
Additions:
   Contributions:
      Employer                        $   296,295             --       $   296,295    $   306,436             --        $   306,436
      Employee                            471,882             --           471,882        480,111             --            480,111
                                      -----------    --------------    -----------    -----------     -------------     -----------
                                          768,177             --           768,177        786,547             --            786,547

   Interest income                         96,190             --            96,190        106,576             --            106,576
   Dividend income                        119,241             --           119,241        112,201             --            112,201
   Net appreciation in fair value       2,233,693             --         2,233,693      1,574,476             --          1,574,476
                                      -----------    --------------    -----------    -----------    --------------     -----------
      Total additions                   3,217,301             --         3,217,301      2,579,800             --          2,579,800
                                      -----------    --------------    -----------    -----------    --------------     -----------

Deductions:
   Withdrawals by particpants           1,065,580             --         1,065,580        813,262             --            813,262
   Net transfers to Brown-Forman
    Corporation Savings Plan                --                --             --             2,493             --              2,493
   Net transfers to Lenox,
    Incorporated Employee Savings
    and Investment Plan                     4,474             --             4,474          --                --              --
   Net transfers to Hartmann
    Employee Savings and
    Investment Plan                         1,326             --             1,326          --                --              --
                                      -----------    --------------    -----------    -----------    --------------     -----------
      Total deductions                  1,071,380             --         1,071,380        815,755             --            815,755
                                      -----------    --------------    -----------    -----------    --------------     -----------
Net increase                            2,145,921             --         2,145,921      1,764,045             --          1,764,045

Net assets available for benefits:
   Beginning of year                   12,152,589             --        12,152,589     10,388,544             --         10,388,544
                                      -----------    --------------    -----------    -----------    --------------     -----------

   End of year                        $14,298,510             --       $14,298,510    $12,152,589             --        $12,152,589
                                      ===========    ==============    ===========    ===========    ==============     ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>

             Lenox, Incorporated Retail Savings and Investment Plan
                         Notes to Financial Statements

 1.    Description of Plan:

       The sponsor of the Lenox, Incorporated Retail Savings and Investment
       Plan (the Plan), Brown-Forman Corporation (the Sponsor), is a diversified
       producer and marketer of fine quality consumer products in domestic and
       international markets.  The Sponsor's operations include the production,
       importing, and marketing of wines and distilled spirits and the
       manufacture and sale of luggage and, through the Lenox, Incorporated
       division, the manufacture and sale of china, crystal and silver.

       The following brief description of the Plan is provided for general
       information purposes only.  Participants should refer to the plan
       agreement for more complete information.

       a. General: The Plan is a defined contribution plan covering
          substantially all employees of Dansk International Designs Ltd.
          (a wholly-owned subsidiary of Lenox, Incorporated (the Company)),
          nonunion employees of Gorham, Inc., and retail employees of the
          Lenox Merchandising Stores Division who have completed one year of
          service and are not members of a collective bargaining unit.  An
          employee becomes eligible to participate in the Plan after completion
          of one year of service.  The Plan is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 (ERISA).

          Effective October 1, 1997, the Plan was amended to exclude any
          employee of the Hartmann Luggage Company, who then became participants
          in and whose assets were transferred to the Hartmann Employee Savings
          and Investment Plan.

       b. Contributions:  Employees may contribute to the Plan an amount of not
          less than 2% nor more than 15% of their annual compensation, not to
          exceed the Section 402(g) (of the Internal Revenue Code of 1986)
          limitation in effect for the calendar year, currently $10,000.  New
          employees may transfer assets from their former employers' qualified
          plans to the Plan, but cannot make any further contributions until
          they meet the eligibility requirements to participate in the Plan.

          The Company's matching contribution is equal to 50% of the
          participant's elective deferral for the first 2% of annual
          compensation and an additional 25% of the remainder of the
          participant's elective deferral up to 10% of annual compensation,
          except for the Williamsport Warehouse employees who are matched
          up to 15%.

          The Company also makes a Company Retirement (CORE) contribution to
          each salaried employee and to Williamsport Warehouse employees, who
          are eligible to participate in the Plan, regardless of whether or not
          the employees contribute to the Plan, in an amount equal to 3% of the
          employees' eligible compensation during the year.


                                       5
<PAGE>

          Each participant's account is credited with the participant's
          contribution and an allocation of (i) the Company's matching
          contribution on a quarterly basis, (ii) plan earnings on a daily
          basis, and (iii) the CORE contribution on an annual basis.
          Allocations are based on the participants' contributions and
          compensation as defined in the Plan.  The total annual additions, as
          defined by the Plan, credited to a participant's account in a plan
          year may not exceed the lesser of (i) $30,000, or (ii) 25% of the
          participant's compensation in the plan year.  Additional maximum
          limits exist if the employee participates in a qualified defined
          benefit plan maintained by the Company.  Forfeited balances of
          terminated participants' nonvested accounts are used first to
          reinstate previously forfeited account balances of re-employed
          participants, if any, and the remaining amounts are used to reduce
          future company contributions.  The forfeited balances totaled $30,394
          and $22,494 for 1999 and 1998, respectively.

          Participants can allocate contributions among various investment
          options in 1% increments.  The Plan currently offers ten mutual funds,
          one investment contract portfolio, and the Brown-Forman Corporation
          Class B common stock fund as investment options to participants.

       c. Vesting:  Participants are immediately vested in their employee
          contributions plus actual earnings thereon.  An employee becomes 100%
          vested in the CORE contribution after five years of service with the
          Company.  Vesting in the Company's contribution is 25% per year of
          continuous service with the Company.  Participants will become 100%
          vested in their company contributions account in case of death,
          normal retirement, or total and permanent disability.

          Participant's employed at Kirk Stieff Retail Store (of the Lenox
          Merchandising Stores Division) on October 20, 1998, and whose
          employment terminated on or after October 20, 1998 as a direct result
          of the closing of the Kirk Stieff Retail Store, are fully vested.

          Participant's employed at Crouch and Fitzgerald (of the Lenox
          Merchandising Stores Division) on September 2, 1999, and whose
          employment terminated on or after September 2, 1999 as a direct
          result of the closing of Crouch and Fitzgerald, are fully vested.

       d. Withdrawals:  Upon termination of service, a participant can elect to
          transfer his vested interest in the Plan to the qualified plan of his
          new employer, roll over his funds into an Individual Retirement
          Account, or receive his vested interest in the Plan in a lump-sum
          amount or in the form of installment payments over a period of time
          not to exceed his life expectancy.  If the vested account balance is
          less than $3,500, a lump-sum distribution will be made.  Effective
          January 1, 1999, the involuntary cash-out limit was increased to
          $5,000.  In the event of death, the participant's beneficiary will
          receive the vested interest in the participant directed portion of
          the plan in a lump-sum payment.  Upon approval of the Employee
          Benefits Committee, a participant may also withdraw vested interest
          in the case of financial hardship under guidelines promulgated by the
          Internal Revenue Service.


                                       6
<PAGE>

          The distribution to a terminated participant is based on the market
          value of his vested interest in the Plan on the valuation date
          available immediately preceding the date of the benefit payment.

          In addition, a participant may request permission from the plan
          administrator to borrow a portion of such participant's vested
          accrued benefit under the Plan.  Loans must bear a reasonable rate
          of interest, be collateralized, and be repaid within five years.
          Participants do not share in the earnings from the Plan's investments
          to the extent of any outstanding loans, except that the interest paid
          on such loans is allocated directly to the participant's account.


 2.    Summary of Significant Accounting Policies:

       a. Basis of Accounting:  The financial statements of the Plan are
          prepared under the accrual method of accounting.  Withdrawals by
          participants are recorded when paid.  Purchases and sales of
          securities are recorded on a trade-date basis.  Interest income is
          recorded on the accrual basis.  Dividends are recorded on the ex-
          dividend date.

       b. Valuation of Investments:  Investment contract and money market
          portfolios are valued at cost which approximates fair value.  Mutual
          funds are valued at their net asset value per share as quoted by the
          National Association of Securities Dealers.  The Brown-Forman
          Corporation Stock Fund is comprised of Brown-Forman Corporation
          Class B shares, which are valued at the quoted closing market price.

          The Plan presents in the accompanying statements of changes in net
          assets available for benefits the net appreciation or depreciation
          in the fair value of its investments which consists of the realized
          gains or losses and the unrealized appreciation or depreciation on
          those investments.

       c. Management Estimates:  The preparation of financial statements in
          conformity with generally accepted accounting principles requires
          management to make estimates and assumptions that affect the reported
          amounts of net assets available for benefits and disclosure of
          contingent assets and liabilities at the dates of the financial
          statements and the reported amounts of additions to and deductions
          from net assets during the reporting periods.  Actual results could
          differ from those estimates.

                                       7
<PAGE>

 3.    Investments:

       The Plan's investments are held by a custodian trust company.  The
       following table presents the fair value of investments.  Investments
       that represent 5% or more of the Plan's net assets are separately
       identified.

<TABLE>
                                                                    December 31
                                           --------------------------------------------------------------
                                                       1999                              1998
                                           ----------------------------      ----------------------------
                                             Number of                         Number of
                                           Shares, Units                     Shares, Units
                                           or Principal                      or Principal
                                              Amount         Fair Value         Amount         Fair Value
                                           -------------     ----------      -------------     ----------
       <S>                                 <C>               <C>             <C>               <C>

          Janus Worldwide Fund                   15,515     $ 1,185,806            11,775     $   557,655
          Fidelity Magellan Fund                 33,386       4,561,507            31,637       3,822,409
          Fidelity Equity-Income Fund            76,139       4,071,916            84,462       4,691,868
          Fidelity Growth Company                13,907       1,172,377             5,128         261,616
          Fidelity Asset Manager                 36,466         670,239            35,745         621,611
          Fidelity Retirement
           Money Market Portfolio             1,014,099       1,014,099         1,034,373       1,034,373
          Managed Income Portfolio              530,202         530,202           417,659         417,659
          Brown-Forman Corporation Class B
           Common Stock Fund                      4,093          38,969             --              --
          Other investments                      15,416         814,507            12,418         491,361
                                                             ----------                        ----------
                                                            $14,059,622                       $11,898,552
                                                             ==========                        ==========
</TABLE>

       During 1999 and 1998, the Plan's investments, including investments
       bought, sold, and held during the year, appreciated in value as follows:

                                            1999                1998
                                         ----------          ----------
       Mutual funds                     $ 2,239,764         $ 1,574,476
       Brown-Forman Corporation
        Class B common stock                 (6,071)              --
                                         ----------          ----------
                                        $ 2,233,693         $ 1,574,476
                                         ==========          ==========


4.    Tax Status:

       The Internal Revenue Service has determined, and informed the Company
       by a letter dated May 20, 1996, that the Plan and related trust are
       designed in accordance with the applicable sections of the Internal
       Revenue Code (IRC).  The Plan has been amended since receiving the
       determination letter.  However, the Company believes that the Plan is
       designed and is currently being operated in compliance with the
       applicable requirements of the IRC.

                                       8
<PAGE>

 5.    Plan Termination:

       Although it has not expressed any intent to do so, the Company has the
       right under the Plan to discontinue its contributions at any time and to
       terminate the Plan subject to the provisions of ERISA.  In the event of
       plan termination, participants will become 100% vested in their accounts.


 6.    Related Party Transactions:

       Certain administrative costs incurred by the Plan are paid by the
       Company.

                                       9
<PAGE>


             Lenox, Incorporated Retail Savings and Investment Plan
                            Plan #014 EIN #21-0498476
                             Schedule H, Line 4i --
         Schedule of Assets Held for Investment Purposes at End of Year
                                December 31, 1999

<TABLE>

                                  Description of Investment Including
Identity of Issue, Borrower,       Maturity Date, Rate of Interest,           Current
  Lessor or Similar Party          Collateral, Par or Maturity Value           Value
- ----------------------------      -----------------------------------       -----------
<S>                             <C>                                         <C>

PBHG Growth Fund                Mutual fund, variable rate and maturity     $   291,950
Janus Enterprise Fund           Mutual fund, variable rate and maturity         252,445
Janus Worldwide Fund            Mutual fund, variable rate and maturity       1,185,806
PIMCO Total Return Fund         Mutual fund, variable rate and maturity          56,849
Fidelity Magellan Fund*         Mutual fund, variable rate and maturity       4,561,507
Fidelity Equity-Income Fund*    Mutual fund, variable rate and maturity       4,071,916
Fidelity Growth Company Fund*   Mutual fund, variable rate and maturity       1,172,377
Fidelity Asset Manager*         Mutual fund, variable rate and maturity         670,239
Fidelity Retirement Money       Money market portfolio, variable rate
 Market Portfolio*               and maturity                                 1,014,099
Fidelity Spartan U.S.
 Equity Index Fund*             Mutual fund, variable rate and maturity          11,384
Managed Income Portfolio*       Investment contract portfolio, variable
                                 rate and maturity                              530,202
Brown-Forman Corporation*       Class B common stock fund                        38,969
Participant loans*              Loans, 8%-10% rates, variable maturity          201,879
                                                                            -----------
                                                                            $14,059,622
                                                                            ===========

*Party-in-interest to the Plan

</TABLE>

                                       10
<PAGE>

             Lenox, Incorporated Retail Savings and Investment Plan
                            Plan #014 EIN #21-0498476
                             Schedule H, Line 4j --
                       Schedule of Reportable Transactions
                      For the Year Ended December 31, 1999

<TABLE>
                                                                                  Expense                  Current Value
                                                  Purchase  Selling   Lease    Incurred with   Cost of      of Asset on     Net Gain
Identity of Party Involved  Description of Asset   Price     Price    Rental    Transaction     Asset    Transaction Date    (Loss)
- --------------------------  --------------------  --------  -------   ------   -------------   -------   ----------------   --------
<S>                         <C>                   <C>       <C>       <C>      <C>             <C>       <C>                <C>

No reportable transactions.

</TABLE>


                                       11
<PAGE>


                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Lenox,
Incorporated Retail Savings and Investment Plan has duly caused this report to
be signed by the undersigned thereunto duly authorized.


LENOX, INCORPORATED RETAIL SAVINGS AND INVESTMENT PLAN

BY:



/s/ Steven B. Ratoff
Steven B. Ratoff
Executive Vice President and
Chief Financial Officer
(On behalf of the Principal and
as Principal Financial Officer)

June 23, 2000

                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>


                       Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-74567) of Brown-Forman Corporation of our report
dated May 12, 2000 relating to the financial statements and supplemental
schedules of the Lenox, Incorporated Retail Savings and Investment Plan as of
and for the years ended December 31, 1999 and 1998 which appear in this
Form 11-K.






/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Louisville, Kentucky
June 23, 2000
                                       13

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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