SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)

BROWN-FORMAN CORPORATION

(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

115637-10-0
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

 

 

CUSIP No.		115637-10-0

Item 1.

Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210

Item 2.

		a)		Name:		W.L. Lyons Brown, Jr.
		b)		Principal Business address:		320 Whittington Pkwy., Ste. 206
						Louisville, Kentucky 40222

	c)		United States of America
	d)		Brown-Forman Corporation Class A Common Stock
	e)		0115637-10-0

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)		o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)		o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)		o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)		o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
	(f)		o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
	(g)		o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
	(h)		o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)		o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
	(j)		o Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

     The number of shares beneficially owned by the undersigned as of December 31, 2008, is as follows:

						Aggregate
						Number
		(a)		Beneficially Owned			4,892,238
		(b)		Percent of Class			8.6	%
		(c)		Sole Voting Power			617,211
				Shared Voting Power			4,275,027
				Sole Disposition Power			617,211
				Shared Disposition Power			4,275,027

Item 5. Ownership of Five Percent or Less of a Class.

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     S. Brown has the right to receive dividends and the proceeds of sale from certain shares for which the undersigned has either sole or shared voting and dispositional control, which interest relates to more than 5% of the Class A Common Stock.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

          N/A

Item 8. Identification and Classification of Members of the Group.

          N/A

Item 9. Notice of Dissolution of Group.

          N/A

Item 10. Certification.

          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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 4, 2009

/s/ W.L. Lyons Brown, Jr.
W.L. Lyons Brown, Jr.