Sec Form 4 Filing - CALDER DONALD G @ BROWN FORMAN CORP - 2008-12-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person CALDER DONALD G 2. Issuer Name and Ticker or Trading Symbol BROWN FORMAN CORP [ BFA, BFB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 850 DIXIE HIGHWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2008 (Street) LOUISVILLE, KY40210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common 12,000 D Class A Common 10,000 I by Spouse Class A Common 2,000 I by Foundation Class B Common 12/18/2008 M 2,870 A $ 24.3 5,870 ( 1 ) D Class B Common 12/18/2008 F 1,370 D $ 50.92 4,500 D Class B Common 12/18/2008 S 1,500 D $ 51.5 3,000 D Class B Common 2,500 ( 2 ) I by Spouse Class B Common 500 ( 2 ) I by Foundation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 24.3 12/18/2008 M 2,870 07/28/1999 04/30/2009 Class B Common 2,870 ( 3 ) $ 0 0 D Non_Qualified Stock Option (right to buy) $ 19.68 07/27/2000 04/30/2010 Class B Common 4,510 ( 4 ) 4,510 D Non-Qualified Stock Option (right to buy) $ 26.67 07/31/2001 04/30/2011 Class B Common 3,312 ( 5 ) 3,312 D Non-Qualified Stock Option (right to buy) $ 25.064 05/01/2002 04/30/2012 Class B Common 4,027 ( 6 ) 4,027 D Non-Qualified Stock Option (right to buy) $ 30.62 05/01/2003 04/30/2013 Class B Common 3,867 ( 7 ) 3,867 D Non-Qualified Stock Option (right to buy) $ 36.35 07/22/2004 04/30/2014 Class B Common 3,009 ( 8 ) 3,009 D Stock Appreciation Right $ 46.19 07/28/2005 04/30/2015 Class B Common 3,499 ( 9 ) 3,499 D Stock Appreciation Right $ 56.5 07/27/2006 04/30/2016 Classs B Common 2,980 ( 10 ) 2,980 D Stock Appreciation Right $ 54.58 07/26/2007 04/30/2017 Class B Common 3,702 ( 11 ) 3,702 D Stock Appreciation Right $ 57.4 07/24/2008 04/30/2018 Class B Common 3,398 ( 12 ) 3,398 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALDER DONALD G 850 DIXIE HIGHWAY LOUISVILLE, KY40210 X Signatures Nelea A Absher, Attn In Fact for: Donald G. Calder 12/22/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In October 2008, Brown-Forman Corporation completed a stock distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. This total has been adjusted to reflect 3,000 Class B shares received through the distribution. ( 2 )The reporting person received these shares through Brown_Forman's October 2008 stock distribution. ( 3 )These options were previously reported as covering 2,296 shares at an exercise price of $30.37 per share, but were adjusted to reflect the October 2008 stock distribution. ( 4 )These options were previously reported as covering 3,608 shares at an exercise price of $24.60 per share, but were adjusted to reflect the October 2008 stock distribution. ( 5 )These options were previously reported as covering 2,649 shares at an exercise price of $33.34 per share, but were adjusted to reflect the October 2008 stock distribution. ( 6 )These options were previously reported as covering 3,221 shares at an exercise price of $31.33 per share, but were adjusted to reflect the October 2008 stock distribution. ( 7 )These options were previously reported as covering 3,093 shares at an exercise price of $38.27 per share, but were adjusted to reflect the October 2008 stock distribution. ( 8 )These options were previously reported as covering 2,407 shares at an exercise price of $45.44 per share, but were adjusted to reflect the October 2008 stock distribution. ( 9 )These stock appreciation rights were previously reported as covering 2,799 shares at an exercise price of $57.74 per share, but were adjusted to reflect the October 2008 stock distribution. ( 10 )These stock appreciation rights were previously reported as covering 2,384 shares at an exercise price of $70.63 per share, but were adjusted to reflect the October 2008 stock distribution. ( 11 )These stock appreciation rights were previously reported as covering 2,961 shares at an exercise price of $68.22 per share, but were adjusted to reflect the October 2008 stock distribution. ( 12 )These stock appreciation rights were previously reported as covering 2,718 shares at an exercise price of $71.75 per share, but were adjusted to reflect the October 2008 stock distribution.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.