Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Joy Catherine Frazier
 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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

850 DIXIE HWY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
04/30/2011
(Street)


LOUISVILLE, KY 40210		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class B Common             326,366 (1) D  
Class B Common             20,484 (2) I Spouse
Class B Common             3,262 (3) I Caitlin Joy UTMA
Class B Common             5,930 (4) I Charles Joy UTMA
Class B Common             13,849 (5) I Christopher Joy UTMA
Class B Common             8,750 (6) I Alexander Joy UTMA
Class B Common             27,364 (7) I Annsley Thornton Trust
Class B Common             2,457 I Avish Agincourt LLC
Class B Common             200 (9) I Caitlin Joy IMA (8)
Class B Common             200 (9) I Charles Joy IMA (8)
Class B Common             200 (9) I Christopher Joy IMA (8)
Class B Common             200 (9) I Alexander Joy IMA (8)
Class B Common             206.516 (10) I C.F. Joy Irrev. Trust FBO Caitlin Joy
Class B Common             206.516 (10) I C.F. Joy Irrev. Trust FBO Charles Joy
Class B Common             206.516 (10) I C.F. Joy Irrev. Trust FBO Christopher Joy
Class B Common             206.516 (10) I C.F. Joy Irrev. Trust FBO Alexander Joy

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Joy Catherine Frazier
850 DIXIE HWY
LOUISVILLE, KY 40210		     X    

Signatures

Diane Barhorst, Attorney in Fact for Catherine Joy 06/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 90,650 Class B Shares received through the distribution.
(2) This total has been adjusted to reflect 7,188 Class B shares received through the Issuer's October 2008 stock distribution.
(3) This total has been adjusted to reflect 1,442 Class B shares received through the Issuer's October 2008 stock distribution.
(4) This total has been adjusted to reflect 2,592 Class B shares received through the Issuer's October 2008 stock distribution.
(5) This total has been adjusted to reflect 5,813 Class B shares received through the Issuer's October 2008 stock distribution.
(6) This total has been adjusted to reflect 3,834 Class B shares received through the Issuer's October 2008 stock distribution.
(7) This total has been adjusted to reflect 12,984 Class B shares received through the Issuer's October 2008 stock distribution.
(8) The shares in this account were transferred from a custodial account as of March 1, 2011.
(9) This total has been adjusted to reflect 36 Class B shares received through the Issuer's October 2008 stock distribution, and to correct a prior reporting error.
(10) This total has been adjusted to reflect 37 Class B shares received through the Issuer's October 2008 stock distribution, and to reflect shares acquired under the Brown-Forman Dividend Reinvestment Plan.

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