UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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)

For the Fiscal Year Ended December 31, 2004

OR

Commission File Number 1-123

A. Full Title of Plan: Hartmann Employee 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

INDEX

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
Hartmann Employee 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 Hartmann Employee Savings and Investment Plan (the Plan) at December 31, 2004 and 2003, 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 of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Louisville, Kentucky
June 24, 2005

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Hartmann Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003

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

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Hartmann Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2004 and 2003

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

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Hartmann Employee Savings and Investment Plan
Notes to Financial Statements

1.     Description of Plan:

The sponsor of the Hartmann Employee 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.

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Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

1.     Description of Plan, continued:

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Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

1.     Description of Plan, continued:

2.     Summary of Significant Accounting Policies:

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Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

2.     Summary of Significant Accounting Policies, continued:

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.

*Nonparticipant directed

During 2004 and 2003, the Plan’s investments, including gains and losses on investments bought and sold as well as held during year, appreciated in value as follows:

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Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

4.     Tax Status:

The Internal Revenue Service has determined, and informed the Company by a letter dated April 16, 2003, that the Plan and related trust are designed in accordance with the applicable sections of the 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 provisions of the IRC.

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 Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

Certain administrative costs incurred by the Plan are paid by the Company. Effective January 1, 2002, general administrative expenses of the third party record keeper, Fidelity, and the administration fee for processing loans are allocated to the participants’ accounts. Effective July 1, 2002, participant recordkeeping fees were waived by Fidelity. Administration fees for loans continue to be allocated to the participants’ accounts. Administrative expenses of $3,262 and $3,346 in 2004 and 2003, respectively, were allocated to participants’ accounts.

Certain participants of other defined contribution plans sponsored by the Sponsor transferred their participation to the Plan. As a result, $83,597 of related plan assets was transferred into the Plan for the year ending December 31, 2003. No transfers occurred for the year ending December 31, 2004.

Certain plan investments are units of Brown-Forman Corporation Class B stock. Therefore, these transactions qualify as related party transactions. For the years ending December 31, 2004 and 2003, 5,617 units were purchased for $86,160 and 4,897 units were purchased for $63,390, respectively. For the years ending December 31, 2004 and 2003, 5,232 units were sold for $80,264 and 8,228 units were sold for $99,788, respectively. Dividends of $8,092 and $7,454 were received on Company units for the years ending December 31, 2004 and 2003, respectively.

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Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

7.     Risks and Uncertainties:

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

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Hartmann Employee Savings and Investment Plan
Plan #018 EIN #61-0143150
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004

* Party-in-interest to the Plan

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