Sec Form 4 Filing - BAREUTHER JAMES L @ BROWN FORMAN CORP - 2009-05-01

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

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1. Name and Address of Reporting Person BAREUTHER JAMES L 2. Issuer Name and Ticker or Trading Symbol BROWN FORMAN CORP [ BFA, BFB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, COO (Last) (First) (Middle) 850 DIXIE HIGHWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2009 (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 05/01/2009 F 1,312 ( 1 ) D $ 48.7 ( 2 ) 18,905 D Class B Common 05/01/2009 F 1,877 ( 1 ) D $ 46.5 ( 2 ) 34,882 D

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) $ 19.68 05/01/2003 04/30/2010 Class B Common 22,245 22,245 D Non-Qualified Stock Option (right to buy) $ 26.67 05/01/2004 04/30/2011 Class B Common 14,885 14,885 D Non-Qualified Stock Option (right to buy) $ 25.06 05/01/2005 04/30/2012 Class B Common 10,824 10,824 D Non-Qualified Stock Option (right to buy) $ 30.62 05/01/2006 04/30/2013 Class B Common 17,013 17,013 D Non-Qualified Stock Option (right to buy) $ 36.35 05/01/2007 04/30/2014 Class B Common 14,149 14,149 D Stock Appreciation Right $ 46.19 05/01/2008 04/30/2015 Class B Common 12,225 12,225 D Stock Appreciation Right $ 56.5 05/01/2009 04/30/2016 Class B Common 13,668 13,668 D Stock Appreciation Right $ 54.58 05/01/2010 04/30/2017 Class B Common 10,280 10,280 D Stock Appreciation Right $ 57.4 05/01/2011 04/30/2018 Class B Common 18,872 18,872 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAREUTHER JAMES L 850 DIXIE HIGHWAY LOUISVILLE, KY40210 EVP, COO Signatures Diane M. Barhorst, Attn in Fact for: James L. Bareuther 05/05/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person surrendered 1,312 shares of Class A Common Stock and 1,877 shares of Class B Common Stock to satisfy a tax withholding obligation related to the vesting on April 30, 2009, of a July 22, 2004 grant of restricted shares. ( 2 )The closing prices of BF-A and BF-B on April 30, 2009 were used to calculate the tax withholding obligation.

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).

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