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January 11, 2008


Mr. John Reynolds
Assistant Director, Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549

By Edgar, Facsimile and Overnight Mail


     Re:  Brown-Forman Corporation
          Form 10-K for Fiscal Year Ended April 30, 2007
          Filed June 28, 2007
          File No. 002-26821


Dear Mr. Reynolds:

This  letter is in  response  to the  following  comment  in your  letter  dated
December 12, 2007, regarding our Form 10-K for the year ended April 30, 2007.

Item 11.  Executive Compensation

Staff Comment:  In setting  compensation levels of executive  compensation,  you
indicate  your  practice  to  target  total  compensation  at the  55th  to 65th
percentile  of market data.  Your  disclosure  indicates you rely on market data
from  manufacturing  and consumer  product  companies  with whom you compete for
executive  talent and you list some of these companies.  Further,  in discussing
the  compensation  of  the  chief  executive  officer  and  corporate  executive
chairman,  you refer to market data and  benchmarks  of  "consumer  products and
manufacturing  companies  with $2 to $3  billion  in  annual  sales."  In future
Exchange  Act  filings  as  appropriate,  please  clarify  the  market  data and
benchmarks used in making your compensation  decisions,  if material.  Since you
appear to benchmark  compensation,  you are  required to identify the  companies
that comprise the benchmark group. If you have benchmarked different elements of
your compensation  against different  benchmarking  groups,  please identify the
companies that comprise each group.  Refer to Item  402(b)(2)(xiv) of Regulation
S-K. This  disclosure  should include a discussion of where actual payments fall
within targeted parameters.

Registrant Response:  In future Exchange Act filings, we will clarify the market
data we use to make compensation decisions.

As  described in our Proxy  Statement  for fiscal year ended April 30, 2007 (SEC
File No.  002-26821) on pp. 25-26,  "[w]ith  respect to the NEOs,  the Committee
relies in part upon  customized  compensation  survey  data  provided  by Towers
Perrin to determine total compensation and what portion of total compensation to
allocate to salary,  short-term incentive compensation,  and long-term incentive
compensation.  The survey data  includes  salary,  incentive  compensation,  and
internal  pay  equity  information  from  manufacturing  and  consumer  products
companies with whom we may compete for executive talent, companies of comparable
size  and  complexity,  and  companies  that  are  recognized  for  their  brand
leadership.  Surveyed companies include Coca-Cola,  Diageo North America,  H. J.
Heinz,  Hershey Foods  Corporation,  Pepsico,  Procter & Gamble, and Wm. Wrigley
Corporation.  The Committee  utilizes this information to understand  prevailing
market  practices,  to make  decisions  related  to total  compensation,  and to
apportion  pay across the various  elements of  compensation.  The Committee may
periodically  cross-check  the Towers Perrin data with the data of other outside
independent compensation consultants to ensure the information's reliability."

Specifically,  in making  compensation  decisions  for fiscal 2007,  we utilized
market data from two subsets of Towers Perrin survey data - one of manufacturing
companies  and  one  of  consumer-durable   companies.   The  number  of  survey
participants in these two subsets was 168 companies, according to Towers Perrin.
Survey elements included salary, incentive compensation, and internal pay equity
information  for a number  of senior  executive  positions.  Individual  company
survey data are not  provided or  available  to us, as the data are  provided to
Towers Perrin on a confidential  basis.  We cannot tell which company  submitted
what  data,  or if a company  supplied  data for each pay  element  or  position
surveyed.  We found, for example, that of the 168 companies that provided survey
data for some or all  positions,  less than 140 submitted  CEO pay data,  and we
have no way of knowing  which  companies  they were.  Given the large  number of
companies  that  participated  in the  surveys,  we did not  believe  that their
identification  would  provide  meaningful  disclosure.  Instead,  we identified
certain  representative  survey participants.  In future filings, if we identify
certain companies as having contributed to our market data, we will clarify that
such companies are representative only.

The survey  data are  provided  to us in a  mathematically  combined  form as an
"interactive  tool."  Towers Perrin takes all of the raw pay data  submitted for
each surveyed  position (e.g., the CEO job) along with the related company sales
volume and  performs a  mathematical  pay  regression  analysis.  This  analysis
creates  predictive market values for each job based on (a) sales volume for the
job; and (b) the pay percentile desired. So, to determine a market value for the
Brown-Forman CEO role for fiscal 2007, we entered Brown-Forman's  expected sales
volume for the coming year,  along with the  percentile  of pay we wanted to see
(i.e.,  50th,  55th,  or  65th),  and the  "interactive  tool"  provided  useful
comparative  data.  We went  through  this  process  for each of the two  survey
subsets  mentioned  and then did a simple 50/50  average of the data for all pay
elements  surveyed to arrive at what we  considered to be the most useful market
information for each pay element and position. We will in future filings provide
a more detailed description of this market data along the lines described above.

In addition,  in future Exchange Act filings, if we use market data to benchmark
compensation,  we will clarify how the market data impact specific  compensation
decisions,   and  whether  actual   compensation   paid  falls  within  targeted
parameters.

With respect to the filings  mentioned in your  December 12 letter,  the company
acknowledges that:

 - It is responsible for the adequacy and accuracy of the disclosure in the
   filings;
 - Staff comments or changes to disclosure in response to staff comments do not
   foreclose the Commission from taking any action with respect to the filing;
   and
 - The company may not assert staff comments as a defense in any proceeding
   initiated by the Commission or any person under the federal securities laws
   of the United States.

If you have any questions regarding these responses, please direct them to me at
(502)  774-7841 or, in my absence,  to Jane Morreau,  Senior Vice  President and
Controller at (502) 774-7165.

Sincerely,



/s/ Phoebe A. Wood
Phoebe A. Wood
Vice Chairman and Chief Financial Officer




cc:  Ronald E. Alper
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