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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

BROWN-FORMAN CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
115637-10-0
(CUSIP Number)
Thomas E. Rutledge
Stoll Keenon Ogden PLLC
2000 PNC Plaza
500 West Jefferson Street
Louisville, Kentucky 40202
(502) 333-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 2006
(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)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

 
 

 

                     
CUSIP No.
 
115637-10-0 

 

           
1   NAMES OF REPORTING PERSONS:
W.L. Lyons Brown, Jr.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)    o
  (b)    o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  5   SOLE VOTING POWER:
     
NUMBER OF   1,024,038
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   4,882,282
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   1,024,038
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    4,882,282
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  5,906,320
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  10.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

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 amount of shares beneficially owned by the undersigned as of June 20, 2006, is as follows:
             
        Aggregate
        Number
(a)
  Beneficially Owned     5,906,320  
(b)
  Percent of Class     10.4 %
(c)
  Sole Voting Power     1,024,038  
 
  Shared Voting Power     4,882,282  
 
  Sole Disposition Power     1,024,038  
 
  Shared Disposition Power     4,882,282  
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.
     On June 20, 2006, a trust for which the undersigned served as an advisor was restructured and the undersigned became an advisor to a new trust. Sara 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, with those shares being 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: June 28, 2006
     
/s/ Michael B. Crutcher, Attorney-in-Fact for W. L. Lyons Brown, Jr.
   
W.L. Lyons Brown, Jr., by
Michael B. Crutcher, Attorney-In-Fact
   

 

 

LIMITED POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS: That I, W.L. Lyons Brown, Jr., of Louisville, Kentucky, do hereby make and appoint Michael B. Crutcher, of Louisville, Kentucky, as my true and lawful attorney-in-fact for the limited purpose of executing on my behalf and in my name, place and stead any Form 4, Form 5, Schedule 13G or other form promulgated by the United States Securities & Exchange Commission, which I am required by law or regulation to execute. This limited power shall remain in effect until specifically revoked by me.
     IN TESTIMONY WHEREOF, I have set my hand this 4th day of October, 1994.
         
     
  /s/ W.L. Lyons Brown, Jr.    
  W.L. Lyons Brown, Jr.   
     
 
     
COMMONWEALTH OF KENTUCKY
  }
 
  }
COUNTY OF JEFFERSON
  }
I, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing instrument of writing was this day produced before me by W.L. Lyons Brown, Jr., who subscribed and acknowledged the same to be his act and deed.
         
     
  /s/ Wanda L. Welch    
  Notary Public
  		 
 
My Commission Expires:      June 22, 1996