1
<PAGE 1>

                 SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                     
                             FORM 10-K

[ X ]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF  THE  SECURITIES
       EXCHANGE ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996).
             For the fiscal year ended December 31, 1996.

                                 or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

        For   the   transition  period  from   ____________  to _____________

                      Commission file number 0-7201.

                 POE & BROWN, INC.
       (Exact name of Registrant as specified in its charter)


             Florida                             59-0864469
_______________________________                  __________________
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification Number)

            220 South Ridgewood Avenue, Daytona Beach, FL 32114
           (Address of principal executive offices)  (Zip Code)

    Registrant's telephone number, including area code:  (904) 252-9601

     Securities registered pursuant to Section 12(b) of the Act:  None
        Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, $.10 par value
                          (Title of class)
                     ________________________________

Indicate by check mark whether the Registrant (1) has filed all reports  re
quired to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months, and (2) has been  subject  to  such
filing requirements for the past ninety (90) days.   Yes X    No ___
                                                        ____
 
Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405 of Regulation S-K is not contained herein and will not be contained, to
the  best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K [   ].

The  aggregate  market value of the voting stock held by non-affiliates  of
the  Registrant, computed by reference to the last reported price at  which
the stock was sold on March 7, 1997, was $176,787,330.

The  number of shares of the Registrant's common stock, $.10 par value, out
standing as of March 7, 1997, was 8,699,489.

                DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Registrant's  1996 Annual  Report  to  Shareholders  are
incorporated  by  reference into Parts I and II of this Report.   With  the
exception  of  those  portions  which are incorporated  by  reference,  the
Registrant's Annual Report to Shareholders is not deemed filed as  part  of
this Report.

Portions of the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Report.

<PAGE 2>


                        POE & BROWN, INC.

                     FORM 10-K ANNUAL REPORT
              FOR THE YEAR ENDED DECEMBER 31, 1996


                             PART I


ITEM 1.        BUSINESS

GENERAL

      Poe  &  Brown, Inc. (the "Company") is a general  insurance
agency  headquartered in Daytona Beach and  Tampa,  Florida  that
resulted  from  an April 28, 1993 business combination  involving
Poe & Associates, Inc. ("Poe") and Brown & Brown, Inc. ("Brown").
Poe  was  incorporated  in 1958 and Brown commenced  business  in
1939.  Industry segment information is not presented because  the
Company  realizes  substantially all of  its  revenues  from  the
general insurance agency business.

      The Company is a diversified insurance brokerage and agency
that  markets and sells primarily property and casualty insurance
products  and services to its clients.  Because the Company  does
not  engage  in  underwriting  activities,  it  does  not  assume
underwriting  risks.  Instead, it acts in an agency  capacity  to
provide  its customers with targeted, customized risk  management
products.

      The  Company is compensated for its services by commissions
paid  by  insurance  companies and fees  for  administration  and
benefit  consulting  services.   The  commission  is  usually   a
percentage  of the premium paid by an insured.  Commission  rates
generally  depend  upon  the  type of insurance,  the  particular
insurance company, and the nature of the services provided by the
Company.  In some cases, a commission is shared with other agents
or  brokers  who  have  acted  jointly  with  the  Company  in  a
transaction.   The  Company may also receive  from  an  insurance
company  a contingent commission that is generally based  on  the
profitability  and  volume of business  placed  with  it  by  the
Company  over  a  given  period of time.   Fees  are  principally
generated  by  the  Company's  Service  Division,  which   offers
administration and benefit consulting services primarily  in  the
workers'  compensation and employee benefit markets.  The  amount
of  the  Company's income from commissions and fees is a function
of,  among  other  factors,  continued new  business  production,
retention  of  existing customers, acquisitions, and fluctuations
in insurance premium rates and insurable exposure units.

      Premium  pricing within the property and casualty insurance
underwriting industry has been cyclical and has displayed a  high
degree of volatility based on prevailing economic and competitive
conditions.   Since  the  mid-1980s, the  property  and  casualty
insurance  industry has been in a "soft market" during which  the
underwriting   capacity   of   insurance   companies    expanded,
stimulating an increase in competition and a decrease in  premium
rates  and  related commissions and fees.  Significant reductions
in  premium rates occurred during the years 1987 through 1989 and
continue, although to a lesser degree, through the present.   The
effect  of  this softness in rates on the Company's revenues  has
been  somewhat  offset  by  the Company's  acquisitions  and  new
business  production.  The Company cannot predict the  timing  or
extent   of  premium  pricing  changes  as  a  result  of  market
fluctuations or their effect on the Company's operations  in  the
future.

<PAGE 3>

      The  Company's  activities are conducted  in  19  locations
throughout Florida, and in eight additional locations in Arizona,
California,  Connecticut, Georgia, New  Jersey,  North  Carolina,
Pennsylvania,  and  Texas.   Because the  Company's  business  is
concentrated  in  Florida,  the occurrence  of  adverse  economic
conditions or an adverse regulatory climate in Florida could have
a materially adverse effect on its business, although the Company
has not encountered such conditions in the past.

      The Company's business is divided into five divisions:  (i)
the  Retail  Division; (ii) the Professional  Programs  Division;
(iii)   the  Commercial  Programs  Division;  (iv)  the   Service
Division; and (v) the Brokerage Division.  The Retail Division is
composed of Company employees in 23 offices who market and sell a
broad  range of insurance products to insureds.  The two  Program
Divisions work with underwriters to develop proprietary insurance
programs for specific niche markets.  These programs are marketed
and sold primarily through approximately 350 independent agencies
and  more than 2,000 independent agents across the United States.
The Company receives an override on the commissions generated  by
these   independent  agencies.   The  Service  Division  provides
insurance-related services such as third-party administration and
consultation  for  workers'  compensation  and  employee  benefit
markets.   The  Brokerage Division markets and sells  excess  and
surplus  commercial insurance, as well as certain niche programs,
primarily through independent agents.

      The  following  table  sets forth  a  summary  of  (i)  the
commission  and fee revenues realized from each of the  Company's
operating  divisions for each of the three years  in  the  period
ended  December 31, 1996 (in thousands of dollars), and (ii)  the
percentage  of  the Company's total commission and  fee  revenues
represented by each division for each of such periods:


<TABLE>
<CAPTION>

                                1994     %     1995        %    1996        %
                                ____    ____   ____      ____   _____      ___

<S>                            <C>      <C>    <C>       <C>    <C>       <C>

Retail  Division               $56,018  58.4%  $ 59,552  58.4%  $ 66,798  58.4%
Professional Programs Division  20,907  21.8%    21,463  21.0%    20,377  17.8%
Commercial Programs Division     5,612   5.9%     6,079   6.0%     5,355   4.7%
Service Division                10,643  11.1%    10,751  10.5%    11,887  10.4%
Brokerage Division               2,672   2.8%     4,153   4.1%     9,961   8.7%
                               _______  _____  ________  _____  ________  _____
      Total                    $95,852  100 %  $101,998  100 %  $114,378  100%
                               ======= =====   ========  =====  ========  =====

</TABLE>



RETAIL DIVISION

      The Company's Retail Division operates through 23 locations
in  eight  states.   These  locations  employ  approximately  591
persons.  The Company's retail insurance agency business consists
primarily   of  selling  and  marketing  property  and   casualty
insurance coverages to commercial, professional and, to a limited
extent,   individual  customers.   The  categories  of  insurance
principally  sold  by  the  Company are:   Casualty  -  insurance
relating  to legal liabilities, workers' compensation, commercial
and  private  passenger automobile coverages,  and  fidelity  and
surety  insurance;  and  Property -  insurance  against  physical
damage  to  property and resultant interruption  of  business  or
extra  expense  caused by fire, windstorm or other  perils.   The
Company also sells and services all forms of group and individual
life,  accident,  health,  hospitalization,  medical  and  dental
insurance  programs.  Each category of insurance is  serviced  by
insurance specialists employed by the Company.


<PAGE 4>

      No  material part of the Company's retail business  depends
upon  a  single  customer or a few customers.  During  1996,  the
Company's Retail Division received approximately $440,000 of fees
and  commissions  from Rock-Tenn Company, the  Company's  largest
single   Retail  Division  customer.   Such  amount   represented
approximately  1% of the Retail Division's total  commission  and
fee revenues for 1996.

      In  connection with the selling and marketing of  insurance
coverages, the Company provides a broad range of related services
to  its  customers, such as risk management surveys and analysis,
consultation in connection with placing insurance coverages,  and
claims  processing.   The  Company believes  these  services  are
important factors in securing and retaining customers.

PROFESSIONAL AND COMMERCIAL PROGRAMS DIVISIONS

      In  1996,  the  Company's National  Programs  Division  was
divided into two distinct market-responsive groups as a result of
changes  in  market conditions.  The two divisions created  as  a
result  of this separation are the Professional Programs Division
and  the  Commercial Programs Division.  These  divisions  tailor
insurance  products to the needs of a particular professional  or
trade  group,  negotiate policy forms, coverages  and  commission
rates with an insurance company and, in certain cases, secure the
formal  or  informal endorsement of the product by a professional
association  or  trade  group.  Programs are  marketed  and  sold
primarily  through  a  national  network  of  approximately   350
independent agencies and more than 2,000 independent agents,  who
solicit    customers   though   advertisements   in   association
publications, direct mailings and personal contact.  The  Company
also  markets a variety of these products through certain of  its
retail  offices.  Under  agency  agreements  with  the  insurance
companies that underwrite these programs, the Company usually has
authority  to bind coverages, subject to established  guidelines,
to  bill  and  collect premiums and, in some  cases,  to  process
claims.

      The  Company  is committed to ongoing market  research  and
development of new proprietary programs.  The Company  employs  a
variety  of methods, including interviews with members of various
professional  and  trade groups to which  the  Company  does  not
presently offer insurance products, to assess the coverage  needs
of  such  professional  associations and  trade  groups.  If  the
initial  market  research is positive, the  Company  studies  the
existing and potential competition and locates potential carriers
for  the program.  A proposal is then submitted to and negotiated
with a selected carrier and, in most instances, a professional or
trade  association  from  which endorsement  of  the  program  is
sought.     New   programs   are   introduced   through   written
communications,  personal  visits  with  agents,  placements   of
advertising   in  trade  publications  and,  where   appropriate,
participation  in  trade  shows  and  conventions.   Several  new
programs  are  currently being reviewed  or  implemented  by  the
Company.   There can be no assurance, however, as to whether  the
Company will be successful in developing or implementing any such
new programs, or what the market reception will be.

      Professional Programs.  The professional groups serviced by
the  Professional  Programs Division include  dentists,  lawyers,
physicians,  chiropractors, and optometrists and opticians.   Set
forth  below  is a brief description of the programs  offered  to
these major professional groups.

    -     Dentists:    The   largest  program  marketed   by   the
Professional  Programs  Division is a  package  insurance  policy
known   as   the  Professional  Protector  PlanR,  which  provides
comprehensive   coverage   for   dentists,   including   practice
protection  and professional liability.  This program,  initiated
in  1969, is endorsed by 31 state or local dental societies,  and
is  offered  in 49 states, the District of Columbia,  the  Virgin
Islands   and   Puerto  Rico.  This  program  presently   insures
approximately   36,300  dentists,  which  the  Company

<PAGE 5>

believes represents approximately 28% of the eligible practicing  dentists
within the Company's marketing territories.

    -     Lawyers:    The   Company   began   marketing   lawyers'
professional  liability  insurance  in  1973,  and  the  national
Lawyer's  Protector  PlanR was introduced in  1983.   The  program
presently  insures approximately 36,000 attorneys and is  offered
in 45 states, the District of Columbia and the Virgin Islands.

   -     Physicians:   The Company markets professional  liability
insurance  for  physicians,  surgeons,  and  other  health   care
providers  through  a  program known as the Physicians  Protector
PlanR.   The  program, initiated in 1980, is currently offered  in
thirteen states and insures approximately 3,000 physicians.

   -     Optometrists  and  Opticians:  The Optometric  Protector
PlanR  was  created in 1973 to provide optometrists and  opticians
with  a  package of practice and professional liability coverage.
This   program  insures  approximately  7,100  optometrists   and
opticians in all 50 states and Puerto Rico.

   -    Chiropractors:  The Chiropractic Protector PlanSM (the
"CPP")  was introduced in 1996 to provide professional  liability
and  comprehensive general liability coverage for  chiropractors.
This  program is currently being offered in Florida and  Illinois
with  the  expectation  that it will soon  be  offered  in  other
states.

      The  professional programs described above are underwritten
predominantly  through  CNA  Insurance  Companies  ("CNA").   The
Company  and  CNA  are parties to Program Agency Agreements  with
respect  to each of the programs described above except  for  the
CPP,  with  respect  to  which an agreement  is  currently  being
finalized.   Among  other  things,  these  agreements  grant  the
Company  the  exclusive right to solicit and receive applications
for  program policies directly and from other licensed agents and
to  bind  and  issue such policies and endorsements thereto.   In
fulfilling its obligations under the agreements, the Company must
comply   with  the  administrative  and  underwriting  guidelines
established  by  CNA.  The Company must use its best  efforts  to
promote the programs and solicit and sell program policies.   The
Company  is  compensated through commissions on  premiums,  which
vary according to insurance product (e.g., workers' compensation,
commercial umbrella, package coverage, monoline professional  and
general liability) and the Company's role in the transaction. The
commission  to which the Company is entitled may change  upon  90
days written notice from CNA.  The Program Agency Agreements  are
generally  cancellable by either party for any reason on  advance
written notice of six months or one year.  An agreement may  also
be terminated upon breach, by the non-breaching party, subject to
certain opportunities to cure the breach.

      Commercial  Programs.  The Commercial  Programs  Division's
Towing  Operators  Protector  PlanR was  introduced  in  1993  and
currently  provides specialized insurance products  to  tow-truck
operators  in  42 states.  The Automobile Dealers Protector  PlanR
insures  non-franchised automobile dealers whose primary business
is  the sale of used cars and trucks.  In Florida, the program is
endorsed  by  the  Florida Independent Auto Dealers  Association.
Since 1994, this program has been expanded into all 50 states and
currently  insures  approximately 3,600 dealers.  The  Automobile
Transporters Protector PlanSM , introduced in 1996 and offered in
all 50 states, encompasses risks engaged in the transportation of
automobiles   and  trucks  on  vehicles  designed  for   multiple
automobile  transportation. The Automotive Aftermarket  Protector
PlanSM  , introduced in 1996 and currently offered in 47  states,
is   a  property  and  casualty  program  for  manufacturers   of
automotive  parts, manufacturers of machinery and equipment  that
make  or  alter parts, and companies in

<PAGE 6>

the business of vehicle conversion.    The Company also plans to
introduce its Manufacturers Protector PlanSM and Railroad Protector
PlanSM  in 1997.

     The Insurance Administration Center ("IAC") became a wholly-
owned subsidiary of the Company in 1989.  IAC was founded in 1962
to  serve as insurance consultant to the National Association  of
Wholesaler-Distributors   ("NAW"),   including   NAW's   Industry
Associations,  which have a total of approximately 40,000  member
companies.  IAC  currently serves NAW members  as  a  third-party
administration  facility  for  life  and  health  coverages,  and
markets  and  sells  various employee benefit  and  property  and
casualty insurance products to NAW members.

      IAC's  third-party administration services include billing,
premium accounting, eligibility, enrollment, claims payments  and
financial  reporting,  and  IAC currently  processes  claims  for
approximately 265 employers associated with NAW in a program  for
which   John   Hancock  Life  Insurance  Company  is   the   lead
underwriter.   Since  April  1995, IAC's  property  and  casualty
offerings have been principally underwritten by General  Accident
Insurance  Company.   Premiums written  in  1996  totalled  $37.8
million.

     In April 1996, the Company sold substantially all the assets
of  Health Care Insurers, Inc. ("HCI"), a wholly-owned subsidiary
located  in  Colorado Springs, Colorado.  HCI marketed  and  sold
professional   health  care  liability  insurance  and   property
coverages  through independent agents to hospitals, laboratories,
nursing homes, medical groups and clinics.

SERVICE DIVISION

      The  Service Division consists of two separate  components:
(i) insurance and related services as a third-party administrator
("TPA")  and  consultant for employee health and welfare  benefit
plans,   and  (ii)  insurance  and  related  services   providing
comprehensive  risk management and third-party administration  to
self-funded workers' compensation plans.

      In connection with its employee benefit plan administrative
services,   the  Service  Division  provides  TPA  services   and
consulting   related   to  benefit  plan  design   and   costing,
arrangement  for the placement of stop-loss insurance  and  other
employee  benefit  coverages,  and  settlement  of  claims.   The
Service Division provides utilization management services such as
pre-admission  review,  concurrent/retrospective   review,   pre-
treatment  review  of certain non-hospital treatment  plans,  and
medical  and  psychiatric case management.  In  addition  to  the
administration  of  self-funded health care  plans,  the  Service
Division   offers  administration  of  flexible  benefit   plans,
including  plan  design, employee communication,  enrollment  and
reporting.   The  Service  Division's workers'  compensation  TPA
services  include risk management services such as loss  control,
claim  administration, access to major reinsurance markets,  cost
containment consulting, and services for secondary disability and
subrogation recoveries.

      The  Service  Division provides workers'  compensation  TPA
services for approximately 2,500 employers representing more than
$3  billion  of employee payroll. The Company's largest  workers'
compensation  contract  represents  approximately  69%   of   the
Company's  workers'  compensation TPA  revenues,  or  4%  of  the
Company's total commission and fee revenues.


<PAGE 7>

BROKERAGE DIVISION

      The Brokerage Division markets excess and surplus lines and
specialty  niche  insurance  products  to  the  Company's  Retail
Division, as well as to other retail agencies throughout  Florida
and  the  southeastern  United States.   The  Brokerage  Division
represents various U.S. and U.K. surplus lines companies  and  is
also  a  Lloyd's of London correspondent.  In addition to surplus
lines   carriers,  the  Brokerage  Division  represents  admitted
carriers  for smaller agencies that do not have access  to  large
insurance  carrier representation.  Excess and  surplus  products
include commercial automobile, garage, restaurant, builder's risk
and  inland marine lines.  Difficult-to-insure general  liability
and  products liability coverages are a specialty, as  is  excess
workers'  compensation.   Retail  agency  business  is  solicited
through   mailings   and  direct  contact  with   retail   agency
representatives.  In 1996, the Company acquired a  75%  ownership
interest  in  Florida Intracoastal Underwriters, Limited  Company
("FIU")  of  Miami  Lakes, Florida.  FIU is  a  managing  general
agency  that  specializes  in providing insurance  coverages  for
coastal  and inland high-value condominiums and apartments.   FIU
has  developed  a  unique  reinsurance facility  to  support  the
underwriting activities associated with these risks.

EMPLOYEES

      At  December  31,  1996, the Company  had  1,075  full-time
equivalent employees.  The Company has contracts with  its  sales
employees  that  include provisions restricting  their  right  to
solicit  the Company's customers after termination of  employment
with  the  Company.  The enforceability of such contracts  varies
from  state  to  state  depending upon state  statutes,  judicial
decisions  and  factual  circumstances.  The  majority  of  these
contracts are terminable by either party; however, the agreements
not  to solicit the Company's customers generally continue for  a
period of three years after employment termination.

      None  of the Company's employees is represented by a  labor
union, and the Company considers its relations with its employees
to be satisfactory.

COMPETITION

      The  insurance  agency business is highly competitive,  and
numerous  firms actively compete with the Company  for  customers
and  insurance  carriers.  Although the Company  is  the  largest
insurance agency headquartered in Florida, a number of firms with
substantially greater resources and market presence compete  with
the  Company  in  Florida  and  elsewhere.   This  situation   is
particularly  pronounced  outside Florida.   Competition  in  the
insurance  business  is largely based on innovation,  quality  of
service and price.

      A  number of insurance companies are engaged in the  direct
sale  of  insurance, primarily to individuals,  and  do  not  pay
commissions to agents and brokers.  To date, such direct  writing
has  had  relatively  little effect on the Company's  operations,
primarily  because the Company's Retail Division is  commercially
oriented.

REGULATION, LICENSING AND AGENCY CONTRACTS

      The Company or its designated employees must be licensed to
act  as  agents by state regulatory authorities in the states  in
which  the  Company conducts business.  Regulations and licensing
laws vary in individual states and are often complex.

<PAGE 8>

      The applicable licensing laws and regulations in all states
are  subject to amendment or reinterpretation by state regulatory
authorities, and such authorities are vested in most  cases  with
relatively  broad  discretion  as to  the  granting,  revocation,
suspension and renewal of licenses.  The possibility exists  that
the  Company  could  be  excluded or temporarily  suspended  from
carrying  on  some  or  all of its activities  in,  or  otherwise
subjected to penalties by, a particular state.


I
TEM 2.   PROPERTIES

     The  Company's executive offices are located  at  220  South
Ridgewood  Avenue,  Daytona Beach, Florida  32114  and  401  East
Jackson  Street, Suite 1700, Tampa, Florida 33602.   The  Company
also maintains offices in the following cities: Phoenix, Arizona;
San  Francisco,  California; Glastonbury, Connecticut;  Aventura,
Florida;  Brooksville,  Florida;  Ft.  Lauderdale,  Florida;  Ft.
Myers,   Florida;  Jacksonville,  Florida;  Kissimmee,   Florida;
Leesburg,  Florida; Maitland, Florida; Melbourne, Florida;  Miami
Lakes,   Florida;   Naples,  Florida;   Orlando,   Florida;   St.
Petersburg, Florida; Sarasota, Florida; West Palm Beach, Florida;
Winter  Haven,  Florida;  Atlanta, Georgia;  Clark,  New  Jersey;
Charlotte,   North  Carolina;  Philadelphia,  Pennsylvania;   and
Houston, Texas.

     The  Company  occupies office premises under  noncancellable
operating  leases  expiring  at  various  dates.   These   leases
generally contain renewal options and escalation clauses based on
increases  in the lessors' operating expenses and other  charges.
The  Company expects that most leases will be renewed or replaced
upon  expiration.   See  Note  8 of the  "Notes  to  Consolidated
Financial  Statements"  in the Company's 1996  Annual  Report  to
Shareholders  for additional information on the  Company's  lease
commitments.

     In  1996,  the Company sold a building located  in  downtown
Daytona  Beach,  Florida,  having  an  aggregate  book  value  of
approximately $128,000, for a nominal gain. The Company also owns
an  office  condominium in Venice, Florida which has a  net  book
value of  $188,000, with no outstanding mortgage.


ITEM 3.   LEGAL PROCEEDINGS

     On  February 21, 1995, an Amended Complaint was filed in  an
action  pending  in  the Superior Court of Puerto  Rico,  Bayamon
division, and captioned Cadillac Uniform & Linen Supply  Company,
et  al.  v.  General  Accident Insurance  Company,  Puerto  Rico,
Limited,  et  al.  The case was originally filed on November  23,
1994,  and named General Accident Insurance Company, Puerto  Rico
Limited,  and  Benj.  Acosta,  Inc. as  defendants.  The  Amended
Complaint added several defendants, including the Company and Poe
&  Brown  of California, Inc. ("P&B/Cal."), a subsidiary  of  the
Company,  as  parties  to  the case. The Plaintiffs  allege  that
P&B/Cal.  failed to procure sufficient coverage for a  commercial
laundry  facility that was rendered inoperable for  a  period  of
time as the result of a fire, and further allege that the Company
is  vicariously liable for the actions of P&B/Cal.   The  Amended
Complaint  seeks damages of $11.2 million against  P&B/Cal.,  the
Company,  the P&B/Cal. employee who handled the account  and  LBI
Corp.,  a/k/a  Levinson  Bros., Inc.  The  Company  and  P&B/Cal.
believe  that P&B/Cal. has meritorious defenses to  each  of  the
claims  asserted  against it, and that the Company  likewise  has
meritorious  defenses to allegations premised  upon  theories  of
vicarious   liability.   Both  the  Company  and   P&B/Cal.   are
contesting  this  action  vigorously,  and  trial  is   currently
scheduled  for  December  1997.  In the event  that  damages  are
awarded against P&B/Cal. or the Company, P&B/Cal. and the Company
believe that insurance would be available to cover such loss.

<PAGE 9>

      The  Company  is  involved  in  various  other  pending  or
threatened proceedings by or against the Company or one  or  more
of  its subsidiaries that involve routine litigation relating  to
insurance  risks  placed  by the Company  and  other  contractual
matters.  Management of the Company does not believe that any  of
such  pending or threatened proceedings (including the proceeding
described  above) will have a materially adverse  effect  on  the
consolidated  financial  position or  future  operations  of  the
Company.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No  matters  were  submitted to a vote of security  holders
during the Company's fourth quarter ended December 31, 1996.
                                

                             PART II


ITEM 5.   MARKET   FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
          STOCKHOLDER MATTERS

     The  Company's common stock is traded on the National Market
System  of The Nasdaq Stock Market under the symbol "POBR."   The
number of shareholders of record as of March 7, 1997 was 799, and
the closing price per share on that date was $26.50.

     The  table below sets forth information for each quarter  in
the  last two fiscal years concerning (i) the high and low  sales
prices  for  the Company's common stock, and (ii) cash  dividends
declared per share.


<TABLE>
<CAPTION>

                                  Stock Price Range              Cash
                                                               Dividends
                                 High    -     Low             Per Share

<S>                              <C>         <C>               <C>

1996
First quarter                    $25.50      $24.00             $0.12
Second quarter                    24.75       22.75              0.12
Third quarter                     25.38       23.50              0.12
Fourth quarter                    27.50       24.00              0.13

1995
First quarter                    $22.50      $20.25             $0.12
Second quarter                    24.25       22.00              0.12
Third quarter                     25.25       23.25              0.12
Fourth quarter                    25.25       24.25              0.12

</TABLE>



ITEM 6.   SELECTED FINANCIAL DATA

     Information under the caption "Financial Highlights" on page
6  of  the  Company's  1996  Annual  Report  to  Shareholders  is
incorporated herein by reference.

<PAGE 10>


ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     Information  under the caption "Management's Discussion  and
Analysis  of  Financial Condition and Results of  Operations"  on
pages  20-24  of the Company's 1996 Annual Report to Shareholders
is incorporated herein by reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Consolidated Financial Statements of Poe & Brown,  Inc.
and its subsidiaries, together with the reports thereon of Arthur
Andersen  LLP and Ernst & Young LLP, appearing on pages 25-41  of
the   Company's   1996   Annual  Report  to   Shareholders,   are
incorporated herein by reference.


ITEM 9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

    Not Applicable.



                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  contained under the captions  "Management"  and
"Section  16(a)  Beneficial Ownership  Reporting  Compliance"  on
pages  4-6  of the Company's Proxy Statement for its 1997  Annual
Meeting of Shareholders is incorporated herein by reference.



ITEM 11.  EXECUTIVE COMPENSATION

       Information   contained  under  the   caption   "Executive
Compensation" on pages 7-10 of the Company's Proxy Statement  for
its 1997 Annual Meeting of Shareholders is incorporated herein by
reference; provided, however, that the report of the Compensation
Committee  on  executive compensation, which  begins  on  page  9
thereof, and the stock performance graph on page 11 thereof shall
not be deemed to be incorporated herein by reference.


ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT

     Information contained under the caption "Security  Ownership
of  Management and Certain Beneficial Owners" on pages 2-3 of the
Company's  Proxy  Statement  for  its  1997  Annual  Meeting   of
Shareholders is incorporated herein by reference.

<PAGE 11>


 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information   contained   under  the   caption   "Executive
Compensation  --  Compensation Committee  Interlocks  and  Insider
Participation" on page 9 of the Company's Proxy Statement for its
1997  Annual  Meeting of Shareholders is incorporated  herein  by
reference.

<PAGE 12>


                             PART IV


ITEM 14.  EXHIBITS,  FINANCIAL STATEMENT SCHEDULES,  AND  REPORTS
          ON FORM 8-K

     (a)   The  following documents are filed  as  part  of  this
report:

     1.   Consolidated Financial Statements of Poe &  Brown,
          Inc.  (incorporated herein by reference from pages  25-
          41   of   the   Company's   1996   Annual   Report   to
          Shareholders) consisting of:

          (a)  Consolidated Statements of Income for each
               of  the  three years in the period ended  December
               31, 1996.

          (b)  Consolidated Balance Sheets as of December
               31, 1996 and 1995.

          (c)  Consolidated  Statements of  Shareholders'
               Equity  for each of the three years in the  period
               ended December 31, 1996.

          (d)  Consolidated Statements of Cash Flows  for
               each  of  the  three  years in  the  period  ended
               December 31, 1996.

          (e)  Notes to Consolidated Financial Statements.

          (f)  Reports  of  Independent Certified  Public
               Accountants.

     2.   Consolidated Financial Statement Schedule included
          on page 11 of this report, consisting of:

          (a)  Schedule  II  - Valuation  and  Qualifying
               Accounts.

All  other  schedules are omitted because they are not applicable
or  not required, or because the required information is included
in  the  Consolidated Financial Statements or the Notes  thereto.

The  independent  auditors' report with  respect  to  the  above-
referenced  financial statement schedule appears on  page  12  of
this report on Form 10-K.

    3.  EXHIBITS

        3a     Articles   of   Incorporation   of    the
               Registrant,  as  last amended on  April  28,  1993
               (incorporated by reference to Exhibit 3a  to  Form
               10-K for the year ended December 31, 1994).

        3b     Amended   and  Restated  Bylaws   of   the
               Registrant   effective  July   30,   1996   (filed
               herewith).

        4      Revolving Loan Agreement dated November 9, 1994, by and
               among the Registrant and SunTrust Bank, Central Florida,
               N.A., f/k/a SunBank, National Association

<PAGE 13>

               (incorporated  by  reference to  Exhibit  4  to Form 10-K for
               the  year  ended December 31, 1994).

        10a(1) Lease  of  the  Registrant  for  office
               space  at  220  South  Ridgewood  Avenue,  Daytona
               Beach,    Florida    dated   August    15,    1987

               (incorporated  by reference to Exhibit  10a(3)  to
               Form 10-K for the year ended December 31, 1993).

        10a(2) Lease  Agreement for  office  space  at
               SunTrust  Financial Centre, Tampa, Florida,  dated
               February 1995, between Southeast Financial  Center
               Associates,  as  landlord, and the Registrant,  as
               tenant   (incorporated  by  reference  to  Exhibit
               10a(4)   to   Form   10-K  for  the   year   ended
               December 31, 1994).

        10b    Registrant's  1985 Stock  Option  Plan
               (incorporated  by reference to Exhibit  10b(1)  to
               Form 10-K for the year ended December 31, 1984).

        10c    Registrant's  1989  Stock   Option   Plan
               (incorporated by reference to Exhibit 10f to  Form
               10-K for the year ended December 31, 1989).

        10d    Loan   Agreement   between   Continental
               Casualty  Company and the Registrant dated  August
               23,  1991  (incorporated by reference  to  Exhibit
               10d  to Form 10-K for the year ended December  31,
               1991).

         10e   Indemnity Agreement dated January 1, 1979,
               among    the    Registrant,    Whiting    National
               Management,  Inc., and Pennsylvania Manufacturers'
               Association  Insurance Company   (incorporated  by
               reference   to   Exhibit   10g   to   Registration
               Statement No. 33-58090 on Form S-4).

         10f   Agency  Agreement dated  January  1,  1979
               among    the    Registrant,    Whiting    National
               Management,  Inc., and Pennsylvania Manufacturers'
               Association  Insurance Company   (incorporated  by
               reference   to   Exhibit   10h   to   Registration
               Statement No. 33-58090 on Form S-4).

         10g   Indemnification Agreement, dated  February
               22,  1993,  between the Registrant and William  F.
               Poe,  Sr.  (incorporated by reference  to  Exhibit
               10k  to  Registration Statement  No.  33-58090  on
               Form S-4).*

         10h   Deferred Compensation Agreement, dated May
               1,  1983, as amended April 27, 1993, between Brown
               &  Brown,  Inc. and Kenneth E. Hill  (incorporated
               by  reference to Exhibit 10i to Form 10-K for  the
               year ended December 31, 1993).

         10i   Employment  Agreement,  dated  April  28,
               1993,  between the Registrant and William F.  Poe,
               Sr.  (incorporated by reference to Exhibit 10j  to
               Form 10-K for the year ended December 31, 1993).

         10j   Employment Agreement, dated April 28, 1993
               between   the   Registrant  and  J.  Hyatt   Brown
               (incorporated by reference to Exhibit 10k to  Form
               10-K for the year ended December 31, 1993).

<PAGE 14>

         10k   Portions  of  Employment Agreement,  dated
               April  28, 1993 between the Registrant and Kenneth
               E.  Hill (incorporated by reference to Exhibit 10l
               to  Form  10-K  for  the year ended  December  31,
               1993).

         10l   Portions  of  Employment Agreement,  dated
               April  28, 1993 between the Registrant and Jim  W.
               Henderson  (incorporated by reference  to  Exhibit
               10m  to Form 10-K for the year ended December  31,
               1993).

         10m   Registrant's   Stock   Performance   Plan
               (incorporated  by  reference  to   Exhibit   4   to
               Registration Statement No. 333-14925 on Form S-8).

         10n   Asset Purchase Agreement, dated as of April
               1,   1996,   among  the  Registrant,  Health   Care
               Insurers,  Inc.,  Richard J.  Greenwood,  Bruce  G.
               Geer,  and  Richard J. Greenwood & Bruce  G.  Geer,
               Inc. (filed herewith).

         11    Statement  Re:  Computation  of  Per  Share
               Earnings.

         13    Portions of Registrant's 1996 Annual Report
               to  Shareholders  (not deemed  "filed"  under  the
               Securities Exchange Act of 1934, except for  those
               portions  specifically incorporated  by  reference
               herein).

         22    Subsidiaries of the Registrant.

         23a   Consent of Ernst & Young LLP.

         23b   Consent of Arthur Andersen LLP.

         24a   Powers of Attorney pursuant to which  this
               Form  10-K  has been signed on behalf  of  certain
               directors and officers of the Registrant.

         24b   Resolutions of the Registrant's  Board  of
               Directors, certified by the Secretary.

         27   Financial Data Schedule.

______________________
* The  registrant has Indemnification Agreements with certain  of
  its  other  directors and former directors  (Joseph  E.  Brown,
  Bruce  G.  Geer, V.C. Jordan, Jr., Byrne Litschgi,  Charles  W.
  Poe,  William  F.  Poe, Jr., and Bernard  H.  Mizel)  that  are
  identical  in all material respects to Exhibit 10g  except  for
  the parties involved and the dates executed.


(b) REPORTS ON FORM 8-K

    None.

<PAGE 15>

                           SCHEDULE II
               POE & BROWN, INC. AND SUBSIDIARIES
                VALUATION AND QUALIFYING ACCOUNTS
          Years ended December 31, 1996, 1995 and 1994


<TABLE>
<CAPTION>

   COLUMN A                     COLUMN B           COLUMN C                  COLUMN D      COLUMN E

                                                   Additions
                                            ___________________________
                                              (1)              (2)
                                            __________     ____________
                               Balance at   Charged to     Charged to                     Balance at
                               beginning    cost and     other accounts-    Deductions-     end of
Description                    of period    expenses        expenses         describe       period
___________                    _________    __________   _______________    ___________   ___________

<S>                            <C>          <C>           <C>              <C>             <C>
Year ended December 31, 1996
 Deducted from asset account:
  Allowance for doubtful
   accounts                    $100,000     $259,000      $  ------        $359,000(A)     $ -----
                               ________     ________      _________        ___________     _________

Year ended December 31, 1995
 Deducted from asset account:
  Allowance for doubtful
   accounts                    $ 69,000     $ 72,000      $  -------       $ 41,000(A)     $100,000
                               ________     ________      __________       ___________     _________

Year ended December 31, 1994
 Deducted from asset account:
  Allowance for doubtful
   accounts                    $435,000     $ 19,000      $  ------        $385,000(A)     $ 69,000
                               ________     ________      __________       ___________     _________

</TABLE>

________________________
(A)  Uncollectible accounts written off, net of recoveries.

<PAGE 16>



       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                
                                

To the Board of Directors
of  Poe & Brown, Inc.:

We  have  audited in accordance with generally accepted  auditing
standards,  the  1996 and 1995 consolidated financial  statements
included  in  Poe  & Brown, Inc.'s Annual Report to  Shareholders
incorporated by reference in this Form 10-K, and have issued  our
report  thereon dated January 24, 1997.  Our audit was  made  for
the purpose of forming an opinion on those statements taken as  a
whole.   The  schedule  listed in Item 14(a)2(a)  Schedule  II  -
Valuation  and Qualifying Accounts is the responsibility  of  the
Company's  management and is presented for purposes of  complying
with  the Securities and Exchange Commission's rules and  is  not
part  of  the basic consolidated financial statements.  The  1996
and  1995  amounts  in this schedule have been subjected  to  the
auditing  procedures applied in the audit of the  1996  and  1995
basic  consolidated  financial statements and,  in  our  opinion,
fairly state in all material respects the financial data required
to  be  set forth therein in relation to the 1996 and 1995  basic
consolidated financial statements taken as a whole.



                                        ARTHUR ANDERSEN LLP


Orlando, Florida
    January 24, 1997


<PAGE 17>
                                
                                

                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                              POE & BROWN, INC.
                              Registrant


                              By:            *
                                 ___________________________________
                                        J. Hyatt Brown
                                    Chief Executive Officer

Date:  March 21, 1997

      Pursuant to the requirements of the Securities Exchange Act
of  1934, this report has been signed by the following persons on
behalf  of the Registrant and in the capacities and on  the  date
indicated.


<TABLE>
<CAPTION>

       Signature                     Title                             Date
       ___________                   ______                            ____

<S>                       <C>                                 <C>
           *              Chairman  of the Board, President    March 21, 1997
_______________________     and Chief Executive Officer
J. Hyatt Brown              (Principal Executive Officer)

           *
_______________________   Director                             March 21, 1997
Samuel P. Bell, III

           *
_______________________   Director                             March 21, 1997
Bradley Currey, Jr.

           *
_______________________   Director                             March 21, 1997
Bruce G. Geer

           *
______________________    Director                             March 21, 1997
Jim W. Henderson

           *
_______________________    Director                             March 21, 1997
Kenneth E. Hill

           *
______________________     Director                             March 21, 1997
Theodore J. Hoepner

          *
______________________     Vice President, Treasurer and        March 21, 1997
James A. Orchard            Chief Financial Officer
                            (Principal Financial and Accounting Officer)


</TABLE>


*By:  /s/ LAUREL L. GRAMMIG
     _______________________________  
          Laurel L. Grammig
          Attorney-in-Fact






<PAGE 1>

                           EXHIBIT 3b
                                
                                                                 
                                          AS AMENDED EFFECTIVE AS
                                                 OF JULY 30, 1996
                                                                 
                             BY-LAWS
                        POE & BROWN, INC.
                                
                            ARTICLE I
                                
                          SHAREHOLDERS
                                
Section 1.     Annual Meetings of Shareholders

     The annual meeting of the Shareholders for the election of
the Board of Directors and the transaction of such further
business as may come before the meeting shall be held at the
Company's offices on the fourth Thursday of April each year (or
in the event such day is a legal holiday, on the day next
following which is not a legal holiday), unless by resolution of
the Board of Directors in any year a different time is
designated.  Meetings of the shareholders may be held either
within or without the State of Florida.

Section 2.     Special Meetings of Shareholders

     Special meetings of the shareholders may be called by the
President or the Board of Directors whenever he or they deem it
proper and shall be called by the President or by the Board of
Directors upon the written request of shareholders holding a
majority of common stock outstanding.  Such meetings may be held
either within or without the State.

Section 3.     Notice of Meetings of Shareholders

     A notice of each meeting of shareholders, signed by the
Secretary, shall be mailed to each shareholder having the right
and entitled
 to vote at such meeting, at his address as it
appears on the records of the Corporation, not less than 10 nor
more than 60 days before the date set for the meeting.  If any
such shareholder's address is unknown, notice shall be given by
advertising once, in some newspaper published in Tampa, Florida
within the time above specified for served or mailed notice.  If
any shareholder shall transfer any of his stock after notice, it
shall not be necessary to notify the transferee.  Any
shareholder, however, may waive notice of any meeting, either
before, at or after such meeting.

Section 4.     Qualification of Voters

     The directors may fix a date not more than 70 days prior to
the date set for such meeting as the record date of which the
shareholders of record who have the right to and are entitled to
notice of and to vote at such meeting and any adjournment thereof
shall be determined.

<PAGE 2>

Section 5.     Proxy and Voting

     Shareholders who are qualified to vote may vote at any
meeting, either in person or, if absent, by proxy in writings
which shall be filed with the Secretary of the meeting before
being voted.  Each common shareholder shall be entitled to as
many votes as he  holds shares of stock.

Section 6.     Quorum

     At any meeting of the shareholders a majority in interest of
all the common stock issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a
quorum for the transaction of business.  A less interest may
adjourn any meeting and the meeting may be held as adjourned
without further notice, provided however, that directors shall
not be elected at meetings so adjourned.  Any question may be
considered and acted upon at an annual meeting of the
shareholders, but no question not stated in the call for a
special meeting shall be acted upon thereat except by the written
consent to the holders of a majority of the outstanding common
stock, said consent to be filed with the records of the
Corporation.

                           ARTICLE II
                                
                       BOARD OF DIRECTORS
                                
Section 1.     Number and Qualifications of Directors

     The Board of Directors shall consist of nine (9) in number
to be elected annually at the meeting of the shareholders by a
majority of the shares voted.  The number may be increased or
diminished from time to time, by resolution of the Board of
Directors, but shall never be less than three (3).  It shall not
be necessary for directors to be shareholders, but all directors
shall be of full age and at least one shall be a citizen of the
United States.  A director shall hold office until his successor
is elected and has qualified.

Section 2.     Meetings of Directors

     The Board of Directors shall hold its regular and its
special meetings at such times and places, within or without the
state, as they deem to be to the best interest of the
Corporation.  The Board of Directors shall fix the time and place
of its regular meetings.  The President or any two directors may
call special meetings of the Board of Directors but the President
shall call a special meeting or meetings whenever requested in
writing so to do by the holders of a majority of the stock then
outstanding.  The Board of Directors may conduct meetings by
means of a conference telephone hookup.

Section 2A.    Action by Written Consent

     Any action required or permitted to be taken at a meeting of
the Board of Directors or of a Committee may be taken by written
consent, without a meeting, if the action is taken by all of the
members of the Board or the Committee.  The action shall be
evidenced by one or more written consents describing the action
taken and shall be signed by each director or Committee member.

<PAGE 3>


Section 3.     Notice of Meetings of Board of Directors

     After the Board of Directors has determined the time and
place for regular meetings no notice thereof need be given.
Notice of special meetings, stating the time and place thereof,
shall be given to each director by mailing the same special
delivery and, if it will expedite the notice, airmail, at his
residence or business address at least two (2) days before the
meeting, or by delivering the same to him personally or
telegraphing or telecopying the same to him at his residence or
business address not later than the day before the day on which
the meeting is to be held, unless in case of emergency the
President shall prescribe a shorter notice to be given
personally, by telephone, telegram  or by telecopy.  The meeting
of the Board of Directors for the election of officers may be
held without notice immediately after the annual meeting of the
shareholders and at the same place.  Any director may waive
notice of any meeting of the Board of Directors either before, at
or after such meeting.

Section 4.     Powers of Directors

     The Board of Directors shall have the entire management of
the business of the Corporation.  In the management and control
of the property, business and affairs of the Corporation, the
Board of Directors is hereby vested with all the powers possessed
by the Corporation itself, so far as this delegation of authority
is not inconsistent with the laws of the State of Florida, with
the Certificate of Incorporation or with these By-Laws.  The
Board of Directors shall have the power to determine what
constitutes net earnings, profits, and surplus, respectively,
what amount shall be reserved for working capital and for any
other purposes and what amount shall be declared as dividends,
and such determination by the Board of Directors shall be final
and conclusive.  The Board of Directors shall also have power to
determine what amounts, if any, shall be borrowed by the
Corporation and upon what terms, conditions or security and shall
be authorized to incur such indebtedness as they may deem
necessary and to authorize the execution thereof by the officers
of the Corporation.  The Board of Directors may, by resolution,
designate two or more of their number to constitute an executive
committee, who, to the extent provided in such resolution, shall
have and may exercise the powers of the Board of Directors.

Section 5.     Vacancies

     When for any reason the office of a director shall become
vacant, the remaining directors shall by a majority vote elect a
successor who shall hold office until his successor is elected
and has qualified.  Vacancies resulting from an increase in the
number of directors may be filled in the same manner.

Section 6.     Quorum of Directors

     A majority of the members of the Board of Directors is
required to constitute a quorum for the transaction of business,
but a lesser number  (not less than two) may adjourn any meeting
and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, the act of the majority
of the directors present shall be the act of f the Board of
Directors and this shall be true even if no notice of such
meeting shall have been given, provided a majority of the Board
shall waive, as hereinabove provided, the giving of such notice.

<PAGE 4>

Section 7.     Resignation or Removal

     Any director may resign at any time by giving written notice
to the Board of Directors, the President or the Secretary.  Any
such resignation shall take effect at the time specified therein,
or if the time not be specified therein, upon its acceptance by
the Board of Directors.  The shareholders at any meeting called
for the purpose by vote of a majority of the common stock issued
and outstanding may remove from office any director elected by
the shareholders or Board of Directors and elect his successor.

                           ARTICLE III
                                
                            OFFICERS
                                
Section 1.     Election and Qualification

     The Officers of this Corporation shall consist of a Chairman
of the Board, a President, a Vice President, a Secretary and a
Treasurer and one of more additional Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers or such
other officers as the Board of Directors may provide.  All of
such officers shall be elected by the Board of Directors
immediately after the annual meeting of the shareholders.  None
of the officers need be directors.  The same person may hold more
than one office, except those of President and Secretary or
Assistant Secretary. The Board of Directors shall have the
authority to fill any vacancy in any office.

     The Board of Directors shall have full authority to fix the
compensation of all officers.  All officers shall hold office
until their successors are elected and have qualified.

Section 2.     Chairman of the Board

     The Chairman of the Board shall preside at all meetings of
the shareholders and shall preside at meetings of the Board of
Directors, and in the absence, sickness or other disability of
the President, shall serve as the chief executive officer of the
Corporation.  The Chairman of the Board, President or Vice
President, unless some other person is specifically authorized by
vote of the Board of Directors, shall sign all Certificates of
stocks, bonds, deeds, mortgages, leases, or any other written
instruments of the Corporation.  He shall perform all the duties
commonly incident to his office and shall perform such other
duties as the Board of Directors shall designate.

Section 2A.    President

     The President shall be the chief executive officer of the
Corporation and shall preside at meetings of the shareholders
and/or directors in the absence, sickness or other disability of
the Chairman of the Board. The President shall perform all the
duties commonly incident to his office and shall perform such
other duties as the Board of Directors shall designate.

Section 3.     Vice President

     The Vice President shall perform the duties and have the
powers of the President (other than those as specified as duties
of the Chairman of the Board) during the absence, sickness, or other

<PAGE 5>

disability of the President.  In addition, he shall perform
such other duties and have such other powers as the Board of
Directors shall designate.

Section 4.     Secretary

     The Secretary shall keep accurate minutes of all meetings of
the shareholders and the Board of Directors and shall perform all
the duties commonly incident to his office and shall perform such
other duties and have such other powers as the Board of Directors
shall designate.  The Secretary shall have charge of the
Corporate Seal and shall, if requested to do so, attest written
instruments of the Corporation executed by the President or the
Chairman the Board and affix the Corporate Seal thereto.  In the
absence of the Secretary, the Assistant Secretary shall perform
the aforesaid duties.

Section 5.     Treasurer

     The Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the money, funds,
valuable papers and documents of the Corporation and shall have
and exercise under the supervision of the Board of Directors all
the powers and duties commonly incident to his office.  He shall
keep accurate accounts of the Corporation's transactions which
shall be the property of the Corporation.

Section 6.     Resignation and Removal

     Any officer of the Corporation may resign at any time by
giving written notice to the Board of Directors, the President or
the Secretary of the Corporation.  Any such resignation shall
take effect at the time specified therein or if the time be not
specified therein upon its acceptance by the Board of Directors.
The shareholders at any meeting called for the purpose by vote of
a majority of the stock issued and outstanding may remove from
office any officer elected or appointed by the Board of Directors
and elect or appoint his successor.  The Board of Directors by
vote of not less than a majority of the entire Board may remove
from office any officer or agent elected or appointed by it.

                           ARTICLE IV
                                
                              STOCK
                                
Section 1.     Certificate of Stock

     Certificates shall be signed by the Chairman of the Board or
the President and the Secretary or an Assistant Secretary and
sealed with the seal of the Corporation.  The seal may be
facsimile, engraved or printed.  When such Certificate is signed
by a transfer agent or by a registrar, the signature of any of
those officers named herein may be facsimile.  Shares of stock
may be transferable only by the registered holder thereof in
person or by his attorney duly authorized in writing at the
office of an authorized transfer agent of the Corporation upon
the surrender of the certificate or certificates for such shares.

Section 2.     Stock Register

     A stock book, stock records or register shall be kept at the
office of the Corporation in Florida, or in the office of one or more
of its transfer agents or registrars, containing the names, alphabetically

<PAGE 6>

arranged, with the address, of every shareholder,
showing the number of shares of stock held of record by him.  If
the stock records are kept in the office of a transfer agent or
registrar, the Corporation shall keep at its office in Florida
copies of the stock list prepared from the stock records and sent
to it from time to time by said transfer agent or registrar.

Section 3.     Defaced or Mutilated Stock Certificates

     A new certificate may be issued in lieu of any certificate
previously issued that may be defaced or mutilated, upon
surrender for cancellation of the part of the old certificate
sufficient, in the opinion of the Secretary, to protect the
Corporation against loss or liability.

Section 4.     Loss of Stock Certificates

     In case of loss of any certificate of stock, the owner,
before obtaining a duplicate thereof, shall be required to make
affidavit that the stock has been lost, stolen or destroyed,
describing the same accurately, which affidavit shall be filed
with the Treasurer and shall be further required to give to the
Corporation a bond or indemnity agreement satisfactory to the
Board of Directors.

                            ARTICLE V
                                
                              SEAL
                                
Section 1.     Description of Seal

     The corporate seal of the Corporation shall bear the words
POE & BROWN, INC., and the word "FLORIDA", which shall be between
two concentric circles, and on the inside the inner circle shall
be the words "CORPORATE SEAL" and figures "1959", an impression
of the said seal appearing on the margin hereof.

                           ARTICLE VI
                                
                           AMENDMENTS
                                
Section 1.     Method of Amendment or Change

     These By-Laws may be amended or repealed and additional By-
Laws added or adopted by a majority vote of the entire Board of
Directors so long as the proposed action is not inconsistent with
any By-Laws which may have been adopted by any shareholders
meeting by a vote of the majority of the issued and outstanding
common stock of the Corporation.  These By-Laws may be amended or
repealed at any shareholders meeting by a vote of the majority of
the issued and outstanding common stock of the Corporation.

<PAGE 7>

                           ARTICLE VII
                                
                          MISCELLANEOUS
                                
Section 1.     Indemnification of Directors and Officers

     Every person who now is or hereafter may be a director or
officer of this Corporation, or a director or officer of any
other corporation serving as such at the request of this
Corporation because of this Corporation's interest as a
shareholder or creditor of such other corporation, shall be
indemnified by this Corporation against all costs and amounts of
liability therefor and expenses, including counsel fees,
reasonably incurred by or imposed upon him in connection with or
resulting from any action, suit, proceeding or claim of whatever
nature to which he is or shall be made a party by reason of his
being or having been a director or officer of this Corporation or
for such other corporation (whether or not he is such director or
such officer at the time he is made a party to such action, suit,
proceeding or claim or at the time such costs, expenses, amounts
or liability therefor are incurred by or imposed upon him),
provide that such indemnification shall not apply with respect to
any matter as to which such director or officer shall be finally
adjudged in such action, suit, proceeding or claim to have been
individually guilty of gross negligence or wilful malfeasance in
the performance of his duty as such director or officer and
provided further that the indemnification herein provided shall,
with respect to any settlement of any such suit, action,
proceeding or claim, include reimbursement of any amounts paid
and expenses reasonably incurred in settling any such suit,
action, proceeding or claim when, in the judgment of the Board of
Directors of this Corporation, such settlement and reimbursement
appeared to be for the best interests of this Corporation.  The
foregoing right of indemnification shall be in addition to and
not exclusive of any and all other rights as to which any such
director or officer may be entitled under any agreement, vote of
shareholders or others.

Section 2.     Validity of Certain Contracts

     No contract other transaction between this Corporation and
any other association, firm corporation (whether or not a
majority of the ownership or capital stock of such other
association, firm or corporation shall be owned by this
Corporation), shall in any way be affected or invalidated by the
fact that any of the directors or officers this Corporation are
pecuniarily or otherwise interest in, or are directors or officer
such other association, firm or corporation; any director of
officer of this Corporation, individually, may be a party to or
may be pecuniarily or otherwise interested in any contract or
transaction of this Corporation; and any director of this
Corporation who is also a director of officer of such other
corporation, or who is so interested, may be counted in
determinate into existence of a quorum at the meeting of the
Board Directors of this Corporation which shall authorize or
confirm any such contract or transaction and may vote thereat to
authorize or confirm any such contract or transaction with like
force and effect as if he were not such director officer of such
other corporation or not so interested; and each and every person
who may become a director or officer of this Corporation is
hereby relieve from any liability that might otherwise exist from
thus contracting with this Corporation of the benefit of himself
or any person, firm, association or corporation in which he may
be in any way - interested; provided, however, in any said
contract or transaction there shall be an absence of actual fraud

- - -                          END                               -




<PAGE 1>
                           EXHIBIT 10n
                                                                 
                                                                 
                 ASSET PURCHASE AGREEMENT


     This is an ASSET PURCHASE AGREEMENT, dated as of April 1,
1996 (the "Agreement"), among RICHARD J. GREENWOOD & BRUCE G.
GEER, INC., a Colorado corporation ("Buyer"), HEALTH CARE
INSURERS, INC., a Colorado corporation ("Seller"),  POE & BROWN,
INC., a Florida corporation ("Parent"), BRUCE G. GEER ("Geer")
and RICHARD GREENWOOD ("Greenwood").

                           BACKGROUND

     Seller is engaged primarily in the insurance agency business
and wishes to sell substantially all of its assets relating to
its insurance agency business to Buyer.  Buyer desires to acquire
such assets upon the terms and conditions expressed in this
Agreement.  Parent owns all of the capital stock of Seller and is
entering into this Agreement to provide to, and receive from,
Buyer, certain assurances regarding the conduct of their
respective businesses following the closing.  Geer and Greenwood
(collectively, the "Shareholders") own all of the outstanding
capital stock of Buyer and are entering into this Agreement to
provide certain assurances to Seller and Parent as an inducement
for Seller and Parent to enter into this Agreement.

     THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements

set forth herein, the parties agree as follows:

                            ARTICLE 1
                        The Acquisition

     Section 1.1  Covenants of Sale and Purchase.  At the Closing
(as defined in Section 2.1), and upon and subject to the terms
and conditions of this Agreement, Seller will sell, convey, and
assign to Buyer all right, title, and interest in and to the
Acquired Assets (as defined in Section 1.2) free and clear of all
liens, claims, pledges, security interests, charges,
restrictions, or encumbrances of any nature whatsoever, and Buyer
will purchase the Acquired Assets from Seller in exchange for the
Purchase Price (as defined in Section 1.4).

     Section 1.2  The Acquired Assets.  In this Agreement, except
as set forth in Section 1.3 below, the phrase "Acquired Assets"
means and shall include all goodwill, properties, and rights of
Seller used directly or indirectly in the conduct of, or
constituting the insurance agency business of, Seller, and
includes, without limitation, the following:

          (a)  Purchased Book of Business.  All of the insurance
agency business of Seller, including but not limited to the
professional health care liability and property insurance
business and renewals and expirations thereof, together with all
written or otherwise recorded documentation, data or information
relating to Seller's insurance agency business, including but not
limited to:  (i) lists of insurance companies and records
pertaining thereto; (ii) customer lists, prospect lists, policy
forms, and/or rating information, expiration dates, information
on risk characteristics, information concerning insurance markets for
large or unusual risks, and all other types of written or otherwise recorded

<PAGE 2>

information customarily used by Seller or
available to Seller, including all other records of and
pertaining to the accounts and customers of Seller, past and
present, including, but not limited to, the active insurance
customers of Seller, all of whom are listed on Schedule 1.2(a)
(the "Purchased Book of Business").  Schedule 1.2(a) lists only
those accounts from which Seller derived revenues from insurance
carriers from the placement of business with such carriers in
1995 or 1996.

          (b)  General Intangibles.  All of the following
intangible personal property used in connection with Seller's
insurance agency business or pertaining to the Acquired Assets:

               (i)  all of those licenses, permits, and
authorizations granted by any governmental authority in
connection with the operation of Seller's insurance agency
business that are transferable;

               (ii) all right, title, and interest in and under
the contracts, leases and agreements listed in Schedule
1.2(b)(ii);

               (iii)     all of Seller's business records
necessary to enable Buyer to operate the Purchased Book of
Business;

               (iv) the goodwill of Seller's insurance agency
business, including the right to use the name "Health Care
Insurers, Inc." and any other fictitious names and trade names
which are currently in use by Seller, telephone listings, post
office box, mailing address, and advertising signs and materials;
and

               (v)  any assignable covenants not to compete made
by employees of Seller and all other assignable covenants not to
compete in favor of Seller.

          (c)  Tangible Personal Property.  All tangible personal
property now located at the business premises of Seller and used
in the operation of Seller's insurance agency business, including
office supplies, software, manuals, furniture, fixtures and
equipment, the principal items of which are set forth on Schedule
1.2(c).

          (d)  Miscellaneous Items.  All other assets of Seller
relating or pertaining to the Purchased Book of Business,
including proprietary rights and information, trade secrets,
computer disks, software, data bases whether in the form of
computer tapes or otherwise, related object and source codes, and
associated manuals, and any other records or media of storage or
programs for retrieval of information pertaining to the Purchased
Book of Business, and all supplies and materials, including
promotional and advertising materials, brochures, plans, supplier
lists, manuals, handbooks, and related written data and
information.

     Section 1.3  Exclusions and Exceptions.  Notwithstanding the
foregoing, Seller does not agree to sell or assign, and Buyer
does not agree to purchase or assume, the following:

          (a)   any prepaid expenses, cash in hand or in banks,
notes receivable, money market certificates, stocks, or bonds; or

<PAGE 3>

          (b)  any trade accounts receivable or other receivables
described in Sections 1.5(a), (c) and (f).

     Section 1.4  The Purchase Price.

          (a)  As consideration for the Acquired Assets and the
other covenants of Seller herein, Buyer shall pay to Seller the
following (collectively, the "Purchase Price"):

               (i)  On the Closing Date (as defined in Section
2.1), Buyer shall pay $1,020,000 to Seller by wire transfer of
immediately available funds.

               (ii) On or before May 1, 1997 (the "Second Payment
Date"), Buyer shall pay to Seller, in cash or immediately
available funds, a sum equal to 15% of the amount, if any, by
which Buyer's total revenues from the operation of Seller's
former insurance agency business during the twelve-month period
beginning on April 1, 1996 and ending on March 31, 1997 (the
"Earn Out Period"), exceeds $900,000 (15% of such excess is
herein referred to as the "Earn Out Amount"). For purposes of
this Section 1.4(a)(ii), the term "revenues" shall mean all
commissions, contingent commissions, interest income, and all
other revenues related to Buyer's insurance agency business after
the Closing, less brokerage fees payable on commissions.  Buyer
agrees to operate the business in the ordinary course during the
Earn Out Period, substantially in accordance with the policies
and practices followed by Seller on a consistent basis prior to
the Closing Date.

          (b)  Buyer shall prepare its financial statements in
accordance with generally accepted accounting principles applied
on a consistent basis, and such financial statements shall be the
basis for determining the Earn Out Amount.  Copies of Buyer's
financial statements for the Earn Out Period shall be promptly
furnished by Buyer to Seller or Parent.  Seller and Parent shall
have the right, within 30 days of receipt of such financial
statements, to question and receive answers from Buyer's
executive officers and audit the financial books and records of
Buyer for the purpose of determining the accuracy of Buyer's
calculation of the Earn Out Amount and Buyer's compliance with
the terms of this Section 1.4.

                (c) The parties will attempt in good faith to
resolve any disputes regarding the determination of the Earn Out
Amount by negotiations between executives of Buyer and Parent.
In the event the parties are unable to resolve any such dispute,
the dispute shall be resolved by informal arbitration before a
single arbitrator, who shall be an independent certified public
accountant chosen by mutual agreement of the parties.  The
arbitrator shall determine the items in dispute in accordance
with this Agreement, and his or her determination shall be
conclusive, final, and binding for all purposes under this
Agreement.  The fees of the arbitrator and the expenses of the
arbitration shall be borne by the non-prevailing party in the
arbitration proceeding.

          (d)  For federal income tax and other purposes, the
Purchase Price shall be allocated among the Acquired Assets by
each of the parties as follows:

               (i)  Fixed assets and other tangible property:
$35,000;

               (ii)  Purchased Book of Business:  $900,000; and

               (iii)  Goodwill:  $85,000 plus the Earn Out
Amount.

<PAGE 4>

     Section 1.5  Commissions Collected.  It is understood and
agreed as follows:

          (a)  All commissions on agency billed policies or
endorsements effective (whether new business or renewal business)
prior to the Effective Date, excluding any installments due on or
after the Effective Date, shall be the property of Seller
regardless of whether commissions for such polices are collected
before or after the Effective Date, and Seller (with Buyer's
assistance, as described in Section 1.5(g)) shall be responsible
for paying all premiums due the respective insurance companies
relative to such policies or endorsements.  Buyer shall use its
best efforts to assist Seller in the collection and delivery to
Seller of all receivables due to Seller after the Effective Date.

          (b)  All commissions on agency billed policies or
endorsements effective (whether new business or renewal business)
on or after the Effective Date, including any installments due on
or after the Effective Date related to policies effective prior
to the Effective Date, shall be the property of Buyer, regardless
of whether commissions for such policies are collected before or
after the Effective Date, and Buyer shall be responsible for
paying all premiums due the respective insurance companies
relative to such policies or endorsements.

          (c)  Commission income related to any and all direct
bill policies, endorsements, cancellations, and audits receivable
before the Effective Date, but entered and received on or after
the Effective Date, shall be the property of Seller, whether
credit or debit, and regardless of effective date.

          (d)  Commission income related to all direct bill
policies, endorsements, cancellations, and audits receivable on
or after the Effective Date shall be the property of Buyer,
whether credit or debit, and regardless of effective date.

          (e)  Each of the parties will be responsible for
brokerage fees due on the respective commissions to which they
are entitled.

          (f)  Any and all contingent commissions related to
business placed in 1995 received prior to, on or after the
Effective Date shall be the property of Seller.

          (g)  Buyer shall assume responsibility for continuing
the business of Seller after the Closing, and shall take all
actions necessary or appropriate to assist Seller in fulfilling
its  responsibilities with respect to currently unissued
policies, such as remitting premiums received that are payable to
insurance companies, paying any refunds due to insureds from cash
received from such insureds, and similar tasks with respect to
insurance accounts acquired from Seller.

     Section 1.6  Expenses.

          (a)  All taxes, utilities, and expenses related to
Seller's insurance agency business shall be prorated as of the
Effective Date, with Seller responsible for the portions of such
items accruing before the Effective Date and Buyer responsible
for the portions of such items accruing on and after the
Effective Date.

          (b)  In connection with Buyer's assumption of the lease
for Seller's business premises, Buyer shall promptly refund to
Seller, upon Buyer's receipt thereof, the rent deposit made by Seller with

<PAGE 5>

respect to such lease, and Buyer shall also promptly
refund to Seller the amount of any prepaid utilities and other
prepaid items made by Seller prior to the Closing Date.

     Section 1.7  Sales Taxes.  To the extent they relate to the
Acquired Assets, all sales taxes due as a result of  the transfer
of the Acquired Assets shall be paid by Buyer.

     Section 1.8 Assumed Liabilities.  On the Closing Date,
Seller shall deliver the Acquired Assets to Buyer, free and clear
of any and all liens and encumbrances, and Buyer shall assume all
obligations of Seller under the contracts and agreements assumed
by Buyer pursuant to Section 1.2(b)(ii); provided, however, that
except as contemplated by Section 6.7, Buyer shall not assume or
be deemed to have assumed (i) any obligations incurred by Seller
under the assumed contracts and agreements prior to the Effective
Date, (ii) any obligations of Seller under the provisions of
Sections 1.5 or 1.6, or (iii) any other liability or obligation
of Seller whatsoever.

                            ARTICLE 2
                Closing, Items To Be Delivered,
            Further Assurances, And Effective Date

     Section 2.1  Closing.  The consummation of the purchase and
sale of assets under this Agreement (the "Closing") will take
place at 10:30 a.m. on April 10, 1996 (the "Closing Date"), at
the offices of Poe & Brown, Inc., 401 East Jackson Street, Suite
1700, Tampa Florida  33602, unless another date or place is
agreed to in writing by the parties hereto.

     Section 2.2  Conveyance and Delivery by Seller.  On the
Closing Date, Seller will surrender and deliver possession of the
Acquired Assets to Buyer and take such steps as may be required
to put Buyer in actual possession and operating control of the
Acquired Assets, and in addition shall deliver to Buyer such bill
of sale and assignments and other good and sufficient instruments
and documents of conveyance, in form reasonably satisfactory to
Buyer and its counsel, as shall be necessary and effective to
transfer and assign to, and vest in, Buyer all right, title, and
interest in and to the Acquired Assets free and clear of any
lien, charge, pledge, security interest, restriction or
encumbrance of any kind.

     Section 2.3  Wire Transfer by Buyer.  On the Closing Date,
Buyer will wire transfer to Seller $1,020,000 in immediately
available funds, representing the portion of the Purchase Price
to be paid at Closing.

     Section 2.4  Prepaid Expenses.  Within three days after the
Closing Date, Buyer shall deliver a check to Seller representing
payment of all prepaid expenses of Seller.  To the extent that
certain prepaid expenses are unknown at such time, Buyer will pay
Seller the amount of such additional expenses promptly upon their
determination.

     Section 2.5  Mutual Performance.  At or prior to the
Closing, the parties hereto shall also deliver to each other the
agreements, opinions, certificates, and other documents and
instruments referred to in Article 8 of this Agreement.

     Section 2.6  Third Party Consents. To the extent that
Seller's rights under any agreement or other Acquired Asset to be
assigned to Buyer hereunder may not be assigned without the consent of

<PAGE 6>

another person which has not been obtained, Buyer will
use its best efforts to obtain such consents, and Seller shall
cooperate with Buyer to obtain any such required consents as
promptly as possible.

     Section 2.7  Change in Name. Immediately after the Closing
Date, Seller shall execute and file all  documents required to
change Seller's name to another name bearing no similarity to
Health Care Insurers, Inc.  Neither Seller, Parent nor any of
their respective subsidiaries or affiliates shall use the name
"Health Care Insurers, Inc." (or any derivative name) after the
Closing Date.

     Section 2.8  Further Assurances.  From time to time after
the Closing, Seller, at Buyer's request, will execute,
acknowledge and deliver to Buyer such other instruments of
conveyance and transfer and will take such other actions and
execute and deliver such other documents, certificates and
further assurances as Buyer may reasonably require in order to
vest more effectively in Buyer, or to put Buyer more fully in
possession of, any of the Acquired Assets.  Each of the parties
will cooperate with the other and execute and deliver to the
other party such other instruments and documents and take such
other actions as may be reasonably requested from time to time as
necessary to carry out, evidence and confirm the intended
purposes of this Agreement.

     Section 2.9  Effective Date.  The Effective Date of the
Agreement and all related instruments executed at the Closing
shall be April 1, 1996 unless otherwise specified.

                            ARTICLE 3
      Representations And Warranties Of Seller And Parent

     Seller and Parent represent and warrant to Buyer as follows:

     Section 3.1  Organization.  Each of Seller and Parent is a
corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation
and has all requisite corporate power and authority and all
necessary governmental approvals to own, lease, and operate its
properties and to carry on its business as now being conducted
except where failure to be so organized, valid, or active would
not, in the aggregate, have a material adverse effect on Seller.
Seller is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the property owned,
leased, or operated by it or the nature of the business conducted
by it makes such qualification or licensing necessary, except
where the failure to be so duly qualified or licensed and be in
good standing would not in the aggregate have a material adverse
effect on Seller.

     Section 3.2  Authority.  Each of Seller and Parent has the
requisite corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery, and performance of this
Agreement has been duly authorized by all necessary corporate
action and no other corporate proceedings on the part of Seller
or Parent are necessary to authorize this Agreement.  This
Agreement has been duly executed and delivered by Seller and
Parent and, assuming this Agreement constitutes a valid and
binding obligation of Buyer, constitutes  the legal, valid, and
binding obligation of Seller and Parent, enforceable against them
in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, or similar laws from time to time in
effect which offset creditors' rights generally and general
equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or in
law).

<PAGE 7>

     Section 3.3  Consents and Approvals; No Violations.  Except
as set forth in Schedule 3.3, neither the execution, delivery, or
performance of this Agreement by Seller or Parent nor the
consummation by them of the transactions contemplated hereby nor
compliance by them with any of the provisions hereof will (i)
conflict with or result in any breach of any provision of their
Articles of Incorporation or Bylaws, (ii) require any filing
with, or authorization, consent, or approval of, any court,
arbitral tribunal, administrative agency or commission, or other
governmental or other regulatory authority or agency (a
"Governmental Entity"), (iii) result in a violation or breach of,
or constitute a default under, any of the terms, conditions, or
provisions of any  agreement or other instrument or obligation to
which Seller or Parent is a party or by which Seller or Parent or
any of their respective properties or assets are bound, or
(iv) violate any order, writ, injunction, decree, statute, rule,
or regulation applicable to Seller or Parent or any of their
respective properties or assets, except in the case of (iii) or
(iv) for violations, breaches, or defaults that would not,
individually or in the aggregate, have a material adverse effect
on Seller or Parent.

     Section 3.4  Financial Statements.  Seller has delivered to
Buyer true and complete copies of (i) the unaudited balance sheet
of Seller at December 31, 1995 and the related statement of
income for the fiscal year then ended, and (ii) the unaudited
balance sheet of Seller at February 29, 1996 and the related
statement of income for the two months then ended, each of which
has been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods
involved.  Such balance sheets fairly present the financial
position, assets, and liabilities of Seller at the dates
indicated and such statements of income fairly present the
results of operations for the periods then ended.

     Section 3.5  Absence of Certain Changes.  Except as
disclosed in Schedule 3.5 and in the unaudited balance sheet and
statement of income for the period ended February 29, 1996, to
the knowledge of Seller and Parent, since December 31, 1995,
there have been no events or changes having a material adverse
effect on Seller or the Acquired Assets.

     Section 3.6  Acquired Assets. Seller owns and holds, free
and clear of any lien, charge, pledge, security interest,
restriction or encumbrance, sole and exclusive right, title, and
interest in and to the Acquired Assets, including but not limited
to the customer expiration records therefor, together with the
exclusive right to use such records and all customer accounts,
dailies, copies of insurance policies and contracts in force and
all files, invoices and records pertaining to the customers,
their contracts and insurance policies, and all other information
comprising the Purchased Book of Business.

     Section 3.7  Litigation.  Except as disclosed in Schedule
3.7, there is no suit, claim, action, proceeding, or
investigation pending or, to the best knowledge of Seller and
Parent, threatened, against Seller.  Except as disclosed in
Schedule 3.7, to the knowledge of Seller and Parent, Seller is
not subject to any outstanding order, writ, injunction, or decree
which, insofar as can be reasonably foreseen, individually or in
the aggregate, in the future would have a material adverse effect
on Seller or the Acquired Assets or would prevent Seller from
consummating the transactions contemplated hereby.

     Section 3.8  Compliance with Applicable Law. Seller holds
all permits, licenses, variances, exemptions, orders, and
approvals of all Governmental Entities necessary for the lawful
conduct of the insurance agency business (the "Permits"), except
for failures to hold such permits, licenses, variances,
exemptions, orders, and approvals that would not, individually or
in the aggregate, have an adverse effect on Seller. Seller is in
compliance with the terms of the Permits, except where the
failure so to comply would not have an adverse effect on Seller.
As of the date of this Agreement, no investigation or review

<PAGE 8>

by any Governmental Entity with respect to Seller is pending or
threatened, nor has any Governmental Entity indicated an
intention to conduct the same, other than, in each case, those
the outcome of which, as far as reasonably can be foreseen, in
the future will not have a material adverse effect on Seller or
the Acquired Assets.

     Section 3.9  Tax Returns and Audits.  Seller has timely
filed all federal, state, local, and foreign tax returns required
to be filed by it or has paid or made provision for the payment
of any penalty or interest arising from the late filing of any
such return, has correctly reflected all taxes required to be
shown thereon, and has fully paid or made adequate provision for
the payment of all taxes that have been incurred or are due and
payable pursuant to such returns or pursuant to any assessment
with respect to taxes in such jurisdictions, whether or not in
connection with such returns.

     Section 3.10   Errors and Omissions.  To the knowledge of
Seller and Parent, except as disclosed on Schedule 3.10, Seller
has not incurred any liability or taken or failed to take any
action that will result in a liability for errors or omissions in
the conduct of its insurance agency business, except such
liabilities as are covered by insurance.  To the knowledge of
Seller and Parent, Seller now has adequate errors and omission (E
& O) insurance coverage in force under policies covering Parent
and its subsidiaries.

     Section 3.11  Defaults Under Contracts.  To the knowledge of
Seller and Parent, no party is in default under any of the
contracts and agreements listed in Schedule 1.2(b)(ii).

     Section 3.12  No Misrepresentations.  None of the
representations and warranties set forth in this Article 3
contains any untrue statement of a material fact or omits the
statement of any material fact necessary to render the statements
made not misleading.

                            ARTICLE 4
            Representations And Warranties Of Buyer

     Buyer represents and warrants to Seller as follows:

     Section 4.1  Organization.  Buyer is a corporation
organized, validly existing, and in active status under the laws
of  Colorado and has all requisite corporate power and authority
and all necessary governmental approvals to own, lease, and
operate its properties and to carry on its business as now being
conducted and as proposed to be conducted, except where failure
to be so organized, valid, or active would not, in the aggregate,
have a material adverse effect on Buyer.  Buyer is duly qualified
or licensed to do business and is in good standing in each
jurisdiction in which the property owned, leased, or operated by
it or the nature of the business conducted by it or as proposed
to be conducted by it makes such qualification or licensing
necessary, except where the failure to be so duly qualified or
licensed and be in good standing would not in the aggregate have
a material adverse effect on Buyer.

     Section 4.2  Authority.  Buyer has the requisite corporate
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  The execution,
delivery, and performance of this Agreement, and the consummation
of the Agreement and the other transactions contemplated hereby,
have been duly authorized by all necessary corporate action on
the part of Buyer and no other corporate proceeding on the part
of Buyer is necessary to authorize this Agreement or to
consummate the transactions so contemplated.  This Agreement has
been duly executed and delivered by Buyer, and, assuming this
Agreement constitutes a valid and binding obligation of

<PAGE 9>

Seller, constitutes a valid and binding obligation of Buyer, enforceable
against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization or similar laws from time
to time in effect which offset creditors' rights generally and
general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or in
law).

     Section 4.3  Consents and Approvals; No Violations.  Neither
the execution, delivery, or performance of this Agreement by
Buyer nor the consummation by Buyer of the transactions
contemplated hereby nor compliance by Buyer with any of the
provisions hereof will (i) conflict with or result in any breach
of any provision of the Articles of Incorporation or the Bylaws
of Buyer, (ii) require any filing with, or authorization,
consent, or approval of, any Governmental Entity, (iii) result in
a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation, or acceleration)
under, any of the terms, conditions, or provisions of any
agreement or other instrument or obligation to which Buyer is a
party or by which Buyer or its properties or assets may be bound,
or (iv) violate any order, writ, injunction, decree, statute,
rule, or regulation applicable to Buyer or any of its properties
or assets, except in the case of (iii) or (iv) for violations,
breaches, or defaults that would not, individually or in the
aggregate, have a material adverse effect on Buyer.

     Section 4.4  Litigation.  There is no suit, claim, action,
proceeding, or investigation pending or, to the best knowledge of
Buyer, threatened against Buyer or its affiliates before any
Governmental Entity that is reasonably likely to have a material
adverse effect on Buyer or would prevent Buyer from consummating
the transactions contemplated by this Agreement.

     Section 4.5  Compliance with Applicable Law.  Buyer holds
all permits, licenses, variances, exemptions, orders, and
approvals of all Governmental Entities necessary for the lawful
conduct of the insurance agency business of Seller being acquired
by Buyer, except for failures to hold such permits, licenses,
variances, exemptions, orders, and approvals that would not have
a material adverse effect on Buyer.

     Section 4.6  Contracts with Third Parties.  Buyer and its
affiliates have no contract, agreement or understanding with any
third party concerning a potential sale of Seller's insurance
agency business following the Closing.

     Section 4.7  No Misrepresentations.  None of the
representations and warranties set forth in this Article 4
contains any untrue statement of a material fact, or omits the
statement of any material fact necessary to render the statements
made not misleading.

                            ARTICLE 5
                 Covenants Of Seller And Parent

     Section 5.1  Operation of Business.  During the period
through the Closing Date, Seller agrees that (except as expressly
contemplated or permitted by this Agreement or to the extent that
Buyer otherwise consents in writing):

          (a)  Ordinary Course.  Seller shall carry on its
business in the usual, regular, and ordinary course in
substantially the same manner as heretofore conducted and shall
use all reasonable efforts to preserve intact its present
business, keep available the services of its present employees, and

<PAGE 10>

preserve its relationships with customers, suppliers, vendors
and others having business dealings with it to the end that the
goodwill, the ongoing business, and the Acquired Assets shall not
be impaired in any material respect at the Closing Date.

          (b)  No Dispositions.  Other than (i) as may be
required by law to consummate the transactions contemplated
hereby, or (ii) sales or licenses of products or technology in
the ordinary course of business consistent with prior practice,
Seller shall not sell, lease, license, encumber, or otherwise
dispose of, or agree to sell, lease, license, encumber, or
otherwise dispose of, any of its assets that are material,
individually or in the aggregate.

          (c)  No Acquisitions.  Seller shall not acquire or
agree to acquire by merging or consolidating with, or by
purchasing a substantial equity interest in or substantial
portion of the assets of, or by any manner, any business or any
corporation, partnership, or other business organization or
division thereof, or otherwise acquire or agree to acquire any
property or assets not in the ordinary course of business.

          (d)  Indebtedness and Leases.  Seller shall not incur
any indebtedness for borrowed money, guarantee any such
indebtedness, issue or sell any debt securities, warrants, or
rights to acquire any of its debt securities, or guarantee any
debt securities of others or enter into any material contracts,
leases, agreements or transactions other than, in each case, in
the ordinary course of business consistent with prior practice.
Seller shall not enter into any material leases.

          (e)  Employee Benefits.  Seller will not, except as
expressly agreed by Buyer, (i) enter into, adopt, amend (except
as may be required by law), or terminate any employee benefit
plan, or any agreement, arrangement, plan, or policy between it
and one or more of its employees except in the ordinary course of
business consistent with past practice that, in the aggregate, do
not result in a material increase in benefits or compensation
expense, increase the compensation or fringe benefits of any
director, officer, or employee, (iii) pay any benefit not
required by any plan or arrangement as in effect as of the date
hereof, or (iv) enter into any contract, agreement, commitment,
or arrangement to do any of the foregoing.

     Section 5.2  Access to Information.  Upon reasonable notice,
Seller shall afford to the officers, employees, accountants,
counsel, and other authorized representatives of Buyer access
during normal business hours in the period prior to the Closing
Date, to its properties, books, contracts, commitments, records,
and senior management.  Unless otherwise required by law, Buyer
will hold any such information which is nonpublic in confidence,
will not use such information in its business if the transaction
does not close and will return such information if the
transaction does not close.

     Section 5.3  Covenant Against Solicitation.  For a period of
three years following the Closing Date, each of Seller and Parent
agrees not to (and Parent shall cause each of its affiliates not
to) solicit, divert, accept business from, nor service, directly
or indirectly, as insurance solicitor, insurance agent, insurance
broker, or otherwise, for its account or the account of any other
agent, broker, or insurer, either as owner, shareholder,
promoter, consultant, manager, or otherwise, in any area of the
United States, any insurance account that is part of the
Purchased Book of Business identified in Schedule 1.2(a).  This
Section 5.3 shall not prohibit Seller or Parent or their
respective subsidiaries and affiliates from (i) maintaining
business relationships with, or placing business through or for
insurance agents utilized by Buyer, so long as such business does
not relate to the insurance accounts identified in Schedule
1.2(a), or (ii) marketing the accounts listed in Schedule 5.3
that Parent or any of its affiliates has placed with Seller

<PAGE 11>

(and which will be acquired by Buyer hereunder) through agents or
brokers other than Buyer and/or to different insurance carriers
upon any renewal of such accounts, provided that any movement of
such accounts will be as a result of the availability of more
favorable policy terms and conditions.

     Section 5.4  Covenant Not to Interfere.  For a period of
three years following the Closing Date, each of Seller and Parent
agrees not to (and Parent shall cause each of its subsidiaries
and affiliates not to) hire or directly or indirectly solicit any
of Buyer's employees to work for Seller, Parent or any of their
respective subsidiaries or affiliates.

     Section 5.5  Confidentiality.  Each of Seller and Parent,
for a period of three years following the Closing Date, agrees
that it will not (and Parent shall cause each of its subsidiaries
and affiliates not to) disclose confidential information
concerning the Acquired Assets to any person, firm, corporation,
or entity for any reason without the prior written approval of
Buyer, which shall not be unreasonably withheld.  The term
"confidential information" shall mean written documentation
related to the Acquired Assets known by Seller or Parent as of
the Closing Date, including (i) lists of Seller's customers and
companies and records pertaining thereto, (ii) customer lists,
prospect lists, policy forms, rating information, expiration
dates, information on risk characteristics, and other types of
written information customarily used by Seller.  This Section 5.5
shall not apply to any confidential information that is or
becomes generally available to the public other than as a result
of a disclosure by Seller, Parent, or their respective
affiliates. This Section 5.5 shall also be inoperable to the
extent that Seller, Parent, or their respective affiliates
reasonably deems it necessary to disclose such information to
legal counsel, in connection with obtaining reasonably necessary
legal advice, or to the extent that Seller, Parent or their
respective affiliates become legally compelled to disclose such
information.

     Section 5.6  Remedy for Breach of Covenants.  In the event
of a breach of the provisions of Sections 5.3, 5.4 or 5.5, Buyer
shall be entitled to injunctive relief as well as any other
applicable remedies at law or in equity.  Should a court of
competent jurisdiction declare any of the covenants set forth in
Sections 5.3, 5.4 or 5.5 unenforceable due to an unreasonable
restriction, duration, geographical area or otherwise, each of
the parties agrees that such court shall be empowered and shall
grant each injured party injunctive relief to the extent
reasonably necessary to protect its interests.

     Section 5.7  Successor Rights.  The covenants contained in
Sections 5.3, 5.4 and 5.5 shall inure to the benefit of any
successor in interest of Buyer by way of merger, consolidation,
sale or other succession.
                                
                            ARTICLE 6
               Covenants of Buyer And Shareholders

     Section 6.1  Covenant Against Solicitation.  For a period of
three years following the Closing Date, Buyer agrees, and, for
the period (not to exceed three years following the Closing Date)
that such Shareholder remains a shareholder of Buyer, each of the
Shareholders agrees, not to solicit, divert, accept business
from, nor service, directly or indirectly, as insurance
solicitor, insurance agent, insurance broker, or otherwise, for
its or his account or the account of any other agent, broker, or
insurer, either as owner, shareholder, promoter, consultant,
employee, manager, or otherwise, any insurance account serviced
by Parent or any of its subsidiaries or affiliates in any area of
the United States or Puerto Rico as of the Closing Date (other
than those accounts constituting the Purchased Book of Business
identified in Schedule 1.2(a)).  This Section 6.1 shall not
prohibit Buyer or the Shareholders from maintaining business
relationships with, or placing business through or for insurance
agents utilized by Parent or its

<PAGE 12>

affiliates, so long as such business does not relate to any insurance
account serviced by Parent or any of its subsidiaries or affiliates as
of the Closing Date.

     Section 6.2  Covenant Not to Interfere.  For a period of
three years following the Closing Date, Buyer agrees not to hire
or directly or indirectly solicit any employees of Seller,
Parent, or their respective affiliates, to work for Buyer, any of
its affiliates, or any company that competes with Parent or its
affiliates.

     Section 6.3  Remedy for Breach of Covenants.  In the event
of a breach of the provisions of Sections 6.1 or 6.2, Seller
and/or Parent shall be entitled to injunctive relief as well as
any other applicable remedies at law or in equity.  Should a
court of competent jurisdiction declare any of the covenants set
forth in Sections 6.1 or 6.2 unenforceable due to an unreasonable
restriction, duration, geographical area or otherwise, each of
the parties agrees that such court shall be empowered and shall
grant each injured party injunctive relief to the extent
reasonably necessary to protect its interests.

     Section 6.4  Successor Rights.  The covenants contained in
Sections 6.1 and 6.2 shall inure to the benefit of any successor
in interest of either Seller or Parent by way of merger,
consolidation, sale or other succession.

     Section 6.5  Offers of Employment.  All employees of Seller
who are actively employed on the business day immediately
preceding the Effective Date shall be offered employment with the
Buyer as of the Effective Date.  Buyer shall also offer
employment to each employee that is temporarily absent on the
business day immediately preceding the Effective Date from active
employment, and who has rights of re-employment, upon termination
of such employee's temporary absence.  Each offer of employment
shall be at the same position, location and rate of salary as of
the last day of his or her active employment immediately
preceding the Effective Date, except in the case of any such
employee who upon returning after a period of sickness or other
disability is not fully capable of performing all the essential
functions of his or her former position.  Subject to applicable
laws, Buyer shall have the right to dismiss any or all of such
employees at any time, and to change the terms and conditions of
employment for such employees.  To the extent permitted by
applicable law and the terms and conditions of Buyer's plans,
from and after the Effective Date, Buyer shall credit to such
employees, for eligibility and vesting purposes under all benefit
plans, benefit arrangements and compensation policies and
practices of Buyer, all previous service recognized for such
purposes by Seller under similar plans, arrangements, policies
and practices on the business day immediately preceding the
Effective Date.  Buyer shall make available to all employees
comprehensive health and medical insurance coverage within 30
days after the Closing Date.

     Section 6.6  Advise of Changes.  From the Closing Date
through the Second Payment Date, Buyer shall confer on a regular
and frequent basis with Parent, report on operational matters,
and promptly advise Parent of any change or event having or
which, insofar as can reasonably be foreseen, could have, a
material adverse effect on Buyer's financial condition or results
of operations.

     Section 6.7  Payment of Remaining Obligations.  Following
the Closing, Buyer shall promptly pay, when due, the stipulated
percentage of commissions received by Buyer that is payable to
Insurance Marketing Enterprises, Inc. ("IME") under the terms of
the IME contract described in Schedule 1.2(b)(ii).

     Section 6.8  Covenants of Shareholders.  Each of the
Shareholders hereby agrees that, if he terminates his status as a
shareholder of Buyer within three years after the Closing Date,
he will not, during a three-year period commencing on the date
such Shareholder liquidates his equity interest in

<PAGE 13>


Buyer, solicit, divert, accept business from, nor service, directly or
indirectly, as insurance solicitor, insurance agent, insurance
broker, or otherwise, for his account or the account of any other
agent, broker, or insurer, either as owner, shareholder,
promoter, employee, consultant, manager or otherwise, any
insurance account placed by Parent or any of its subsidiaries
with Seller (before the Closing) or Buyer (after the Closing)
that is serviced by Buyer on the date such Shareholder liquidates
his equity interest in Buyer.
                                
                            ARTICLE 7
                        Mutual Covenants

     Section 7.1  Expenses.  Whether or not the transaction is
consummated, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses.

     Section 7.2  Brokers or Finders.  Each of Seller, Buyer and
Parent represents, as to itself and its affiliates, that no
agent, broker, investment banker, financial advisor, or other
firm or person is or will be entitled to any broker's or finder's
fee or any other commission or similar fee in connection with the
transactions contemplated by this Agreement, and each of Buyer,
Seller and Parent agrees to indemnify and hold the other parties
harmless from and against any and all claims, liabilities, or
obligations with respect to any other fees, commissions, or
expenses asserted by any person on the basis of any act or
statement alleged to have been made by such party or its
affiliate

     Section 7.3  Preferred Agent Status.  The parties agree that
Parent will continue to represent Buyer in a "Preferred Agent"
capacity following the Closing for a minimum of two years on
terms and conditions no less favorable than the most favorable
terms and conditions afforded to other agents.  Buyer further
agrees to assist in any other placement needs reasonably
requested by Parent.

                           ARTICLE 8
                           Conditions

     Section 8.1  Conditions to Each Party's Obligation To Effect
the Asset Purchase.  The respective obligations of each party to
effect the transaction shall be subject to the satisfaction prior
to the Closing Date of the following conditions:

     (a)  Approvals.  All authorizations, consents, orders, or
approvals of, or declarations or filings with, or expirations of
waiting periods imposed by, any Governmental Entity, the failure
to obtain which would have a material adverse effect on Seller or
Buyer, shall have been filed, occurred, or been obtained.

          (b)  No Injunctions or Restraints.  No temporary
restraining order, preliminary or permanent injunction, or other
order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the
transaction shall be in effect, and no action, suit, or
proceeding shall be pending before any court or judicial or
administrative agency wherein an unfavorable judgment, order,
decree, stipulation or charge would prevent consummation of the
transactions contemplated by this Agreement or cause such
transactions to be rescinded following consummation.

<PAGE 14>


          (c)  Opinion of Buyer's Counsel.  Collins & McConnell,
as counsel to Buyer, shall have delivered to Buyer and  Seller a
written opinion dated as of the Closing Date in the form attached
hereto as Exhibit 8.1(c) with only such changes as shall be in
form and substance reasonably satisfactory both to Seller and
Buyer.

     Section 8.2    Conditions to Obligations of Buyer.  The
obligation of Buyer to effect this acquisition are subject to the
satisfaction of the following conditions, unless waived by Buyer:

          (a)  Representations and Warranties.  The
representations and warranties of Seller set forth in this
Agreement shall be true and correct as of the Effective Date and
(except to the extent such representations and warranties speak
as of an earlier date) as of the Closing Date as though made on
and as of the Closing Date, and Buyer shall have received a
certificate signed on behalf of Seller to such effect.

          (b)  Performance of Obligations by Seller.  Seller
shall have performed all obligations required to be performed by
it under this Agreement at or prior to the Closing Date, and
Buyer shall have received a certificate signed on behalf of
Seller to such effect.

          (c)  Opinion of Seller's Counsel.  Parent's general
counsel, as counsel to Seller, shall have delivered to Buyer a
written opinion dated as of the Closing Date in the form attached
hereto as Exhibit 8.2(c) with only such changes as shall be in
form and substance reasonably satisfactory to Buyer and its
counsel.

      Section 8.3  Conditions to Obligations of Seller.  The
obligation of Seller to effect this transaction is subject to the
satisfaction of the following conditions, unless waived by
Sellers:

          (a)  Representations and Warranties.  The
representations and warranties of Buyer set forth in this
Agreement shall be true and correct in all material respects as
of the date of this Agreement and (except to the extent such
representations speak as of an earlier date) as of the Closing
Date as though made on and as of the Closing Date, and Seller
shall have received a certificate signed on behalf of Buyer by an
executive officer of Buyer to such effect.

          (b)  Performance of Obligations by Buyer.  Buyer shall
have performed in all material respects all obligations required
to be performed by it under this Agreement at or prior to the
Closing Date, and Seller shall have received a certificate signed
on behalf of Buyer by an executive officer of Buyer to such
effect.

          (c)  Third Party Consents and Amendments.  Seller and
its affiliates shall have received any required consents and
approvals under their respective agreements governing outstanding
indebtedness.

                           ARTICLE 9
                   Termination and Amendment

     Section 9.1  Termination.  This Agreement may be terminated
at any time prior to the Closing Date:

          (a)  by mutual consent of Buyer, Seller and Parent;

<PAGE 15>

          (b)  by Buyer, Seller or Parent if there shall have
been a material breach of any representation, warranty, covenant,
or agreement on the part of the other party set forth in this
Agreement which breach shall not have been cured, in the case of
a representation or warranty, prior to the Closing or, in the
case of a covenant or agreement, within two business days
following receipt by the breaching party of notice of such
breach; or

          (c)  by either Buyer, Seller or Parent if any permanent
injunction or other order of a court or other competent authority
preventing the consummation of the acquisition shall have become
final and nonappealable.

     Section 9.2  Effects of Termination.  In the event of a
termination of this Agreement by either party as provided in
Section 9.1, this Agreement shall forthwith become void and there
shall be no liability or obligation on the part of any party, or
any of their respective officers or directors, except to the
extent that such termination results from the willful breach by a
party hereto of any of its representations, warranties,
covenants, or agreements set forth in this Agreement.

     Section 9.3  Amendment.  This Agreement may not be amended
except by an instrument in writing signed on behalf of each of
the parties hereto.

     Section 9.4  Extension; Waiver.  At any time prior to the
Closing Date, the parties may, to the extent legally allowed, (i)
extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto, and (iii)
waive compliance with any of the agreements or conditions
contained herein.  Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only if set forth in
a written instrument signed on behalf of such party.

                           ARTICLE 10
                         Indemnification
                                
     Section 10.1  Indemnification Provisions for Benefit of
Buyer.  Seller and Parent, jointly and severally, agree to
indemnify and hold Buyer harmless from and against any Adverse
Consequences (as defined below) Buyer may suffer or incur
resulting from or arising out of the breach of any of the
representations, warranties or covenants of Seller and Parent
contained herein.  The phrase "Adverse Consequences" means
damages, fines, costs, amounts paid in settlement, liabilities,
obligations, taxes, losses, and fees, including all attorneys'
fees and court costs, both at the trial and the appellate level.

     Section 10.2  Indemnification Provisions for the Benefit of
Seller and Parent.  Buyer agrees to indemnify and hold Seller,
Parent, and their respective subsidiaries and affiliates harmless
from and against any Adverse Consequences any of such parties may
suffer or incur resulting from or arising out of the breach of
any of Buyer's representations, warranties, or covenants
contained herein.

     Section 10.3  Matters Involving Third Parties.  If any third
party shall notify any party hereto (the "Indemnified Party")
with respect to any matter that may give rise to a claim for
indemnification against another party (the "Indemnifying Party")
under this Article 10, then the Indemnified Party shall notify
the Indemnifying Party promptly; provided, however, that no delay
on the part of the Indemnified Party in notifying the
Indemnifying Party shall relieve the Indemnifying Party from any
liability or obligation hereunder unless (and then solely to the
extent) the Indemnifying Party thereby is damaged.  The

<PAGE 16>

Indemnifying Party shall have the right, within fifteen days
after the Indemnified Party has given notice of the matter, to
assume the defense of any such claim, provided that the
Indemnifying Party admits in writing its indemnification
obligations hereunder.  If the Indemnifying Party does not assume
the defense of any such claim, the Indemnified Party may defend
against or enter into any settlement with respect to, the matter
in any manner it may reasonably deem appropriate.

     Section 10.4  Limitation.  No party shall have the right to
make a claim for indemnification under this Article 10 unless and
until the aggregate amount of Adverse Consequences incurred by
such party exceeds $5,000, at which point the Indemnifying Party
shall be responsible for the entire amount of any such Adverse
Consequences, including the initial $5,000 thereof.

                           ARTICLE 11
                         Miscellaneous

     Section 11.1  Survival of Representations, Covenants,
Warranties, and Agreements.  Unless a specific term is set forth
elsewhere in this Agreement, all representations, warranties,
covenants, and indemnities made by the parties in this Agreement
shall be deemed made for the purpose of inducing the others to
enter into this Agreement, and shall survive the Closing and
remain operative and in full force and effect for a period of one
year following the Closing Date.

     Section 11.2  Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed given if
delivered personally, telecopied (if confirmed), or mailed by
registered or certified mail (return receipt requested) to the
parties at the following addresses or at such other address for a
party as shall be specified by like notice):

               If to Seller or Parent, to

                    Poe & Brown, Inc.
                    401 East Jackson Street
                    Suite 1700
                    Tampa, Florida 33602
                    Attention: Thomas G. Cole
                    Telecopy No.: (813) 222-4166

          (b)  if to Buyer, to


                    Health Care Insurers, Inc.
                    5353 North Union, Suite 201
                    Colorado Springs, Colorado 80918
                    Attention:  Richard Greenwood
                    Telecopy No.:  (719) 528-8323


     Section 11.3  Counterparts.  This Agreement may be executed
in two or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more

<PAGE 17>

counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

     Section 11.4  Entire Agreement; No Third Party
Beneficiaries; Rights of Ownership.  This Agreement (including
the documents and instruments referred to herein) constitutes the
entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with
respect to the subject matter hereof.

     Section 11.5  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of Florida without regard to any applicable conflicts of
law.

     Section 11.6  Publicity.  Except as otherwise required by
law or the rules of The Nasdaq Stock Market, neither Seller,
Parent nor Buyer shall issue or cause the publication of any
press release or other public announcement with respect to the
transactions contemplated by this Agreement prior to the Closing
without the consent of the other parties, which consent shall not
be unreasonably withheld.  Notwithstanding the foregoing, Parent
and its affiliates may respond to routine inquiries from
securities analysts in connection with the transactions
contemplated hereby.

     Section 11.7  Assignment.  Neither this Agreement nor any of
the rights, interests, or obligations hereunder shall be assigned
by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other
parties.  Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of, and be enforceable by
the parties and their respective successors and assigns.

     Section 11.8  Arbitration.  Any dispute arising under this
Agreement that is not resolved by discussions among the parties
hereto shall be submitted to arbitration proceedings in Tampa,
Florida, to be conducted in accordance with the rules and
procedures of the American Arbitration Association (the "AAA").
The parties shall select an arbitrator that is a member of the
AAA to arbitrate the dispute.  If the parties are unable to agree
upon such an arbitrator, each party shall select an arbitrator
that is a member of the AAA, and those arbitrators shall select a
third arbitrator, who is a member of the AAA, who shall serve as
the sole arbitrator in the proceeding.

     IN WITNESS WHEREOF, the parties have signed or caused this
Agreement to be signed by their respective officers thereunto
duly authorized as of the date first written above.


                                   HEALTH CARE INSURERS, INC.,
                                   a Colorado corporation


                                   By: /s/ THOMAS G. COLE
                                      _______________________________
                                      Thomas G. Cole, Vice President

<PAGE 18>

                                   POE & BROWN, INC.,
                                   a Florida corporation


                                   By: /s/ LAUREL J. LENFESTEY
                                      _______________________________
                                   Title: Vice President

                                   RICHARD J. GREENWOOD &
                                     BRUCE G. GEER, INC.

                                   a Colorado corporation


                                   By: /s/ RICHARD GREENWOOD
                                      ________________________________
                                   Title: President



                                   /s/ BRUCE G. GEER
                                   ___________________________________
                                   Bruce G. Geer


                                   /s/ RICHARD GREENWOOD
                                   ___________________________________
                                   Richard Greenwood

<PAGE 19>

                 LIST OF EXHIBITS AND SCHEDULES

SCHEDULE 1.2(a):       Purchased Book of Business
SCHEDULE 1.2(b)(ii):   List of Material Contracts
SCHEDULE 1.2(c):       List of Tangible Personal Property
SCHEDULE 3.3:          Exceptions to Section 3.3 Representations
SCHEDULE 3.5:          List of Material Changes
SCHEDULE 3.7:          List of Lawsuits and Claims
SCHEDULE 3.10:         List of E&O Claims
SCHEDULE 5.3:          Accounts Placed by Parent with Seller
EXHIBIT 8.1(c):        Opinion of Buyer's Counsel
EXHIBIT 8.2(c):        Opinion of Seller's Counsel





<PAGE 1>
                           EXHIBIT 11
                                
         Statement Re: Computation Of Per Share Earnings


<TABLE>
<CAPTION>
                               
                                              Year Ended December 31,
                                         _______________________________
                                         1996         1995          1994
                                         (in thousands, except per share data)
<S>                                      <C>          <C>           <C> 
Average shares outstanding                8,658        8,660          8,593
Net effect of dilutive stock options,
  based on the treasury stock
  method                                     25           39             77
                                        _______       ______        _______

   Total shares used in computation       8,683        8,699          8,670
                                        =======       ======        =======

Net income                              $16,498      $14,799        $13,519
                                        =======      =======        =======

Net income per share                    $  1.90      $  1.70        $  1.56
                                        =======      =======        ========

</TABLE>






<PAGE 1>

                           EXHIBIT 13
                                
         PORTIONS OF 1996 ANNUAL REPORT TO SHAREHOLDERS
                                

<TABLE>
<CAPTION>

Financial Highlights
                                                 Year ended December 31,
(in thousands, except per
  share data)                    1996       1995      1994      1993     1992

<S>                              <C>        <C>       <C>       <C>      <C>
Commissions and fees(1)          $114,378   $101,998  $ 95,852  $ 94,420 $ 88,276
Total revenues(2)                $118,680   $106,365  $101,580  $ 97,821 $ 91,508
Total expenses                   $ 91,634   $ 83,036  $ 80,994  $ 84,774 $ 83,190
Net income before taxes and loss
  from discontinued operations   $ 27,046   $ 23,329  $ 20,586  $ 13,047 $  8,318
Net income from
  continuing operations          $ 16,498   $ 14,799  $ 13,519  $  8,118 $  4,138
Net income(2, 3)                 $ 16,498   $ 14,799  $ 13,519  $  8,118 $  2,558
Net income per share
  from continuing
  operations(2, 3)               $   1.90   $   1.70  $   1.56  $   0.95 $   0.48
Net income per share             $   1.90   $   1.70  $   1.56  $   0.95 $   0.30 
Weighted average number
  of shares outstanding             8,683      8,699     8,670     8,571    8,569
Dividends declared per share     $   0.49   $   0.48  $   0.42  $   0.40  $  0.40
Total assets                     $179,743   $151,121  $140,980  $134,924  $129,143
Long-term debt                   $  5,300   $  7,023  $  7,430  $17,637   $ 18,870
Shareholders' equity(4)          $ 67,286   $ 54,412  $ 44,106  $27,246   $ 21,232


</TABLE>



(1)  See Notes 2 and 3 to consolidated financial statements for
     information regarding business purchase transactions which
     impact the comparability of this information.
(2)  During 1994, the Company sold 150,000 shares of its
     investment in the common stock of Rock-Tenn Company for
     $2,314,000,
 resulting in a net after-tax gain of $1,342,000,
     or $.16 per share.
(3)  During 1995 and 1994, the Company reduced its general tax
     reserves by $451,000 and $700,000, or $0.05 and $0.08 per
     share, respectively, as a result of reaching a settlement
     with the Internal Revenue Service on certain examination
     issues. See Note 9 to consolidated financial statements.
(4)  Shareholders' equity as of December 31, 1996 and 1995
     included net increases of $6,511,000 and $4,836,000,
     respectively, as a result of the Company's application of
     SFAS 115, "Accounting for Certain Investments in Debt and
     Equity Securities."

<PAGE 2>


Management's Discussion and Analysis
of Financial Condition and Results of Operations

General

In April of 1993, Poe & Associates, Inc., headquartered in Tampa,
Florida, merged with Brown & Brown, Inc., headquartered in
Daytona Beach, Florida, forming Poe & Brown, Inc. (the
"Company"). Since that merger, the Company's operating results
have steadily improved. The Company achieved pre-tax income from
operations of $27,046,000 in 1996 compared to $23,329,000 in 1995
and $20,586,000 in 1994. Pre-tax income as a percentage of total
revenues was 22.8% in 1996, 21.9% in 1995 and 20.3% in 1994. This
upward trend is primarily the result of the Company's achievement
of revenue growth and operating efficiency improvements.

     The Company's revenues are comprised principally of
commissions paid by insurance companies, fees paid directly by
clients and investment income. Commission revenues generally
represent a percentage of the premium paid by the insured and are
materially affected by fluctuations in both premium rate levels
charged by insurance underwriters and the volume of premiums
written by such underwriters. These premium rates are established
by insurance companies based upon many factors, none of which is
controlled by the Company. Beginning in 1986 and continuing
through 1996, revenues have been adversely influenced by a
consistent decline in premium rates resulting from intense
competition among property and casualty insurers for expanding
market share. Among other factors, this condition of prevailing
decline in premium rates, commonly referred to as a "soft
market," has generally resulted in flat to reduced commissions on
renewal business. The possibility of rate increases in 1997 is
unpredictable.

     Revenues are further impacted by the development of new and
existing proprietary programs, fluctuations in insurable exposure
units and the volume of business from new and existing clients
and changes in general economic and competitive conditions. For
example, stagnant rates of inflation in recent years have
generally limited the increases in insurable exposure units such
as property values, sales and payroll levels. Conversely, the
increasing trend in litigation settlements and awards has caused
some clients to seek higher levels of insurance coverage. Still,
the Company's revenues continue to grow through quality
acquisitions, intense initiatives for new business and
development of new products, markets and services. Effective
March 1, 1995, the Company acquired Insurance West by merger.
This merger was accounted for as a pooling-of-interests and,
accordingly, the Company's consolidated financial statements have
been restated for all prior periods. Also during 1995, the
Company acquired four general insurance agencies, an insurance
brokerage firm and several books of business (customer accounts)
which were accounted for as purchases. During 1996, the Company
acquired three general insurance agencies, an insurance brokerage
firm and several books of business (customer accounts) which were
accounted for as purchases.

     Contingent commissions may be paid to the Company by
insurance carriers based upon the volume and profitability of the
business placed with such carriers by the Company and are
generally received in the first quarter of each year. In each of
the last three years, contingent commissions have represented
less than 3.5% of total revenues.

     Fee revenues are substantially generated by the Service
Division of the Company, which offers administration and benefit
consulting services primarily in the workers' compensation and employee

<PAGE 3>

benefit self-insurance markets. Florida's legislative
reform of workers' compensation insurance, as well as certain
market factors, have resulted in increased competition in this
service sector. In response to the increased competition, the
Company has offered value-added services that enabled it to
increase 1996 fee revenues over that recognized in 1995. For the
past three years, service fee revenues have ranged from 9.1% to
11.1% of total commissions and fees.

     Investment income consists primarily of interest earnings on
premiums and advance premiums collected and not immediately
remitted to insurance carriers, with such funds being held in a
fiduciary capacity. Investment income also includes gains and
losses realized from the sale of investments, although in 1996
and 1995, such sales were minimal and realized gains and losses
were immaterial. In 1994, investment income included a $2,185,000
realized gain from the sale of a portion of the Company's
investment in Rock-Tenn Company ("Rock-Tenn"). The Company's
policy is to invest its available funds in high-quality, short-
term fixed income investment securities.

     The Company anticipates that results of operations for 1997
will continue to be influenced by these competitive and economic
conditions.

     The following discussion and analysis regarding results of
operations and liquidity and capital resources should be
considered in conjunction with the accompanying consolidated
financial statements and related notes.


Results of operations for the years ended December 31, 1996, 1995
and 1994

Commissions and Fees

     Commissions and fees increased 12% in 1996, 6% in 1995 and
2% in 1994. Excluding the effects of acquisitions, commissions
and fees increased 4% in 1996 and 3% in 1995. Acquisition
activity in 1994 did not have a material impact on commissions
and fees. The 1996 results reflect an increase in commissions for
all but one of the Company's operating divisions, mainly through
new business growth. In general, property and casualty insurance
premium prices remained flat in 1996; however, there were some
increases in premium rates for coastal properties as a result of
recent hurricanes in Florida. In addition, certain segments and
industries had some increases in insurable exposure units during
1996.

Investment Income

     Investment income decreased to $3,230,000 in 1996 compared
to $3,733,000 in 1995 and $5,126,000 in 1994. This decrease is
primarily due to lower levels of invested cash and reductions in
interest rate returns. The 1994 results included a $2,185,000
gain from the sale of approximately 23% of the Company's
investment in the common stock of Rock-Tenn. This sale was in
conjunction with an initial public offering by Rock-Tenn of its
common stock.  The Company continues to own 559,970 shares of
common stock of Rock-Tenn and has no current plans to sell these
shares. Excluding this gain, investment income in 1995 increased
by $792,000, or 27%. The increase in investment income after
excluding the Rock-Tenn gain is due to increased available funds
and the implementation of a consolidated cash management program
which resulted in improved earnings on cash and cash equivalents.

<PAGE 4>

Other Income

     Other income consists primarily of gains and losses from the
sale and disposition of assets. During 1996, gains on the sale of
customer accounts were $997,000 compared to $590,000 in 1995 and
$411,000 in 1994.

Employee Compensation & Benefits

     Employee compensation and benefits increased approximately
10% in 1996, 5% in 1995 and remained constant in 1994. Without
acquisitions, employee compensation and benefits increased 5% in
1996, 1% in 1995 and remained constant in 1994. Employee
compensation and benefits as a percentage of total revenue was
51% in 1996 down from 52% in 1995 and 1994. As of December 31,
1996, the Company had 1,075 full-time equivalent employees
compared to 1,035 at the beginning of the year. The increase in
personnel in 1996 is primarily related to acquisitions. The 1996
increase in compensation and employee benefits of $5,324,000 is
primarily attributable to the addition of personnel through
acquisitions and additional commission expense as a result of the
increased commission revenue.

Other Operating Expenses

     Other operating expenses increased 11% in 1996, remained
constant in 1995 and decreased 12% in 1994. Without acquisitions,
operating expenses increased 6% in 1996 and decreased 3% in 1995.
Other operating expenses as a percentage of total revenues
remained constant in 1996 and 1995 at 22%, down from 23% in 1994.

Interest and Amortization

     Interest and amortization increased $703,000, or 14%, in
1996 and decreased $580,000, or 10%, in 1995 and $553,000, or 9%,
in 1994. The increase in 1996 is due primarily to increased
amortization of purchased intangible assets as a result of
acquisition activity.

Income Taxes

     The effective tax rate on income from operations was 39.0%
in 1996, 36.6% in 1995, and 34.3% in 1994. The lower effective
tax rate in 1995 and 1994 is primarily due to the effect of
recording a $451,000 and a $700,000 reduction, respectively, to
the general tax reserves as a result of reaching a settlement
with the Internal Revenue Service ("Service") on the Service's
outstanding examination issues (see below for detailed discussion
of this adjustment).

     In 1992, the Service completed examinations of the Company's
federal income tax returns for tax years 1988, 1989 and 1990. As
a result of these examinations, the Service issued Reports of
Proposed Adjustments asserting income tax deficiencies which, by
including interest and state income taxes for the periods
examined and the Company's estimates of similar adjustments for
subsequent periods through December 31, 1993, would total
$6,100,000. The disputed items related primarily to the
deductibility of amortization of purchased customer accounts of
approximately $5,107,000 and non-compete agreements of
approximately $993,000. In addition, the Service's report
included a dispute regarding the time at which the Company's
payments made pursuant to certain indemnity agreements would be
deductible for tax reporting purposes.

<PAGE 5>

     During 1994 and 1995, the Company reached settlement
agreements with the Service with respect to all of the disputed
items. In 1994, a partial settlement was reached. Payments made
under this partial settlement resulted in a $400,000 reduction to
the previously established tax reserves. During 1994, after
considering this reduction, the Company reduced the remaining
general tax reserves by $700,000. This decrease was recorded as a
reduction to the 1994 income tax provision.

     In March of 1995, the Company reached an agreement with the
Service on all remaining items. This agreement resulted in
payments that reduced the reserve by approximately $349,000.
After considering these reductions, the Company recorded a
$451,000 reduction in the general tax reserve which was recorded
as a reduction to the 1995 income tax provision.

Liquidity and Capital Resources

     The Company's cash and cash equivalents of $31,786,000 at
December 31, 1996 increased $3,436,000 from the December 31, 1995
balance of $28,350,000. During 1996, cash of $28,621,000 was
provided from operating activities, proceeds of $984,000 from
sales of fixed assets and customer accounts and proceeds of
$1,118,000 from the sale of investments. Cash was used during
1996 primarily for payments on long-term debt and notes payable
of $4,222,000, additions to fixed assets of $4,630,000, purchases
of investments of $881,000, acquisitions of business of
$12,254,000, repurchase of common stock of $1,055,000 and
dividend payments of $4,245,000.

     The Company's cash and cash equivalents of $28,350,000 at
December 31, 1995 increased $5,165,000 from the December 31, 1994
balance of $23,185,000. During 1995, primary sources of cash were
$21,208,000 from operating activities, $1,469,000 from sales of
fixed assets and customer accounts and $106,000 from the exercise
of stock options and issuances of common stock. Cash was used
during 1995 primarily for payments on long-term debt of
$2,132,000, additions to fixed assets of $5,321,000, purchases of
investments of $1,208,000, acquisitions of businesses of
$6,005,000 and dividend payments of $4,149,000.

     The Company's cash and cash equivalents of $23,185,000 at
December 31, 1994 decreased $3,947,000 from the December 31, 1993
balance of $27,132,000. During 1994, primary sources of cash were
$10,396,000 from operating activities, $2,346,000 from sales of
investments and $1,687,000 from the exercise of stock options and
issuances of common stock. Cash was used during 1994 primarily
for payments on long-term debt of $12,004,000 and dividend
payments of $3,542,000.

     The Company's current ratio was 1.06 to 1.0, 1.13 to 1.0 and
1.10 to 1.0 as of December 31, 1996, 1995 and 1994, respectively.
The decrease in the ratio at December 31, 1996 was primarily the
result of increased current long-term debt due to acquisitions.

     In November 1994, the Company entered into a revolving
credit facility with a national banking association that provides
for borrowings of up to $10,000,000. On borrowings under this
facility of less than $1,000,000, the interest rate is the higher
of the prime rate or the federal funds rate plus .50%. On
borrowings under this facility equal to or in excess of
$1,000,000, the interest rate is LIBOR plus .50% to 1.25%,
depending on certain financial ratios. A commitment fee is
assessed in the amount of .25% per annum on the unused balance.
The facility expires in November 1998. No borrowings were outstanding

<PAGE 6>

 against this line of credit as of December 31, 1996.
Borrowings would be secured by substantially all of the assets of
the Company, subject to existing or permitted liens.

     The Company has a credit agreement with a major insurance
company under which $5,000,000 (the maximum amount available for
borrowings) was borrowed at December 31, 1996 at an interest rate
equal to the prime rate plus 1%. The amount available under this
facility decreases by $1,000,000 each August through the year
2001, when it will expire.

     The Company believes that its existing cash, cash
equivalents, short-term investment portfolio, funds generated
from operations and the availability of the bank line of credit
will be sufficient to satisfy its normal financial needs through
at least the end of 1997. Additionally, the Company believes that
funds generated from future operations will be sufficient to
satisfy its normal financial needs, including the required annual
principal payments of its long-term debt and any potential future
tax liability.

                CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


<TABLE>
<CAPTION>
                                          Year ended December 31,
                              1996             1995              1994

<S>                           <C>              <C>               <C> 

REVENUES
Commissions and fees          $114,378         $101,998          $ 95,852
Investment income                3,230            3,733             5,126
Other income                     1,072              634               602
     Total revenues            118,680          106,365           101,580

EXPENSES
Employee compensation
  and benefits                  60,397           55,073            52,554
Other operating expenses        25,522           22,951            22,848
Interest and amortization        5,715            5,012             5,592
     Total expenses             91,634           83,036            80,994

Income before income taxes      27,046           23,329            20,586
Income taxes                    10,548            8,530             7,067
Net income                    $ 16,498         $ 14,799          $ 13,519
Net income per share          $   1.90         $   1.70          $   1.56
Weighted average number
of shares outstanding            8,683            8,699             8,670

</TABLE>


See notes to consolidated financial statements.

<PAGE 7>
                                
                   CONSOLIDATED BALANCE SHEETS
                                
(in thousands, except per share data)


<TABLE>
<CAPTION>                                
                                                    December 31,
                                                1996            1995

<S>                                           <C>              <C>
ASSETS
Cash and cash equivalents                     $ 31,786        $ 28,350
Short-term investments                           1,087           1,308
Premiums, commissions and fees
receivable, less allowance for doubtful
accounts of $100 at 1995                        62,940          56,553
Other current assets                             7,307           6,336
 Total current assets                          103,120          92,547

Fixed assets, net                               12,085          10,412
Intangibles, net                                50,167          36,613
Investments                                     11,288           8,473
Other assets                                     3,083           3,076
 Total assets                                 $179,743        $151,121

LIABILITIES
Premiums payable to insurance companies       $ 73,570        $ 64,588
Premium deposits and credits due customers       7,329           6,070
Accounts payable and accrued expenses           11,130           9,417
Current portion of long-term debt                5,365           1,768
 Total current liabilities                      97,394          81,843

Long-term debt                                   5,300           7,023
Deferred income taxes                            3,603           1,502
Other liabilities                                6,160           6,341
 Total liabilities                             112,457          96,709

SHAREHOLDERS' EQUITY
Common stock, par value $.10 per share;
 authorized 18,000 shares;  issued 8,656 shares
 at 1996 and 8,682 shares at 1995
                                                   866             868
Additional paid-in capital                       1,671           2,614
Retained earnings                               58,238          46,094
Net unrealized appreciation of
 available-for-sale securities,
 net of tax effect of $4,163 at 1996
 and $3,027 at 1995                              6,511          4,836
  Total shareholders' equity                    67,286         54,412
  Total liabilities and shareholders' equity  $179,743        $151,121

</TABLE>


See notes to consolidated financial statements.

<PAGE 8>

         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


(in thousands, except per share data)


<TABLE>
<CAPTION>



                              Common Stock      Additional                Net Unrealized  Treasury Stock
                                                Paid-in      Retained   Appreciation
                             Shares    Amount   Capital      Earnings  (Depreciation)  Shares  Amount  Total
<S>                           <C>     <C>       <C>          <C>        <C>            <C>     <C>     <C>     
Balance, January 1, 1994       8,550  $  855    $1,314       $ 25,883      __           45      ($806)  $27,246
Net income                    13,519   13,519 
Issued for stock option plans
  and employee stock purchase
  plans                           85        9      872                                 (45)     806       1,687

Tax benefit from sale of option
  shares by employees                               55                                                       55
Cumulative effect of change
  in accounting principle
  (see Note 1)                                                            23                                 23

Net increase in unrealized
 appreciation of available-
 for-sale securities                                                   5,318                              5,318

Partnership distributions
  for Insurance West                                            (200)                                      (200)

Cash dividends paid
 ($.42 per share)                                             (3,542)                                    (3,542)

Balance, December 31, 1994     8,635      864    2,241        35,660   5,341            --        --     44,106

Net income                                                    14,799                                     14,799

Acquired and issued for
 stock option plans and
 employee stock purchase
  plans                           47       4      318           (216)                                       106

Tax benefit from the sale
 of option shares by employees                     55                                                        55

Net decrease in unrealized
 appreciation of available-
 for-sale securities                                                   (505)                               (505)

Cash dividends paid
 ($.48 per share)                                             (4,149)                                    (4,149)

Balance, December 31, 1995    8,682     868     2,614         46,094   4,836            --    --         54,412

Net income                                                    16,498                                     16,498

Acquired and issued for stock
  option plans and employee
  stock purchase plans         (26)      (2)    (943)           (109)                                    (1,054)

<PAGE 9>

Net increase in unrealized
 appreciation of available-
 for-sale securities                                                   1,675                              1,675

Cash dividends paid
 ($.49 per share)                                            (4,245)                                     (4,245)

Balance, December 31, 1996  8,656     $866   $ 1,671        $58,238   $6,511            --    $--        67,286      

</TABLE>


See notes to consolidated financial statements.


Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>

(in thousands)                             Year ended December 31,
                                          1996          1995        1994

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                     <C>           <C>          <C>

Net income                              $ 16,498      $ 14,799     $ 13,519
Adjustments to reconcile net
 income to net cash provided by
  operating activities:
  Depreciation and amortization            7,471         6,487        6,398
  Provision for doubtful accounts           (100)           31           19
  Deferred income taxes                      966        (2,191)      (1,173)
  Net gains on sales of investments,
  fixed assets and customer accounts      (1,001)         (537)      (2,231)
  Premiums, commissions and fees
  receivable (increase) decrease          (6,287)          200       (2,374) 
  Other assets (increase) decrease          (699)          235       (2,439)
  Premiums payable to insurance
    companies increase (decrease)          8,982         1,393       (3,951)
  Premium deposits and credits due 
     customers increase (decrease)         1,259          (900)       1,919
  Accounts payable and accrued
    expenses increase (decrease)           1,713         1,115         (683)
  Other liabilities (decrease) increase     (181)          576        1,392
Net cash provided by operating activities 28,621        21,208       10,396

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets                 (4,630)       (5,321)      (2,400)
Payments for businesses acquired,
  net of cash acquired                   (12,254)       (6,005)      (1,382)
Proceeds from sales of fixed
 assets and customer accounts                984         1,469        1,337
Purchases of  investments                   (881)       (1,208)        (187)
Proceeds from sales of investments         1,118           642        2,346
Other investing activities, net              -             -            (53)
Net cash used in investing activities    (15,663)      (10,423)        (339)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt                (4,223)       (2,132)     (12,004)

<PAGE 10>

Proceeds from long-term debt                 -             500          -
Exercise of stock options,
 issuances of stock and
  treasury stock sales                    (1,054)          106        1,687
Tax benefit from sale of
 option shares by employees                  -              55           55
Partnership distributions                    -             -           (200)
Cash dividends paid                       (4,245)       (4,149)      (3,542)
Net cash used in financing activities     (9,522)       (5,620)     (14,004)

Net increase (decrease) in cash
 and cash equivalents                      3,436         5,165       (3,947)
Cash and cash equivalents
 at beginning of year                     28,350        23,185       27,132
Cash and cash equivalents at
  end of year                            $31,786       $28,350      $23,185


</TABLE>


See notes to consolidated financial statements.


Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Nature of Operations

     Poe & Brown, Inc. (the "Company") is a diversified insurance
brokerage and agency that markets and sells primarily property
and casualty insurance products and services to its clients. The
Company's business is divided into five divisions: the Retail
Division, which markets and sells a broad range of insurance
products to commercial, professional and individual clients; the
Professional Programs Division, which develops and administers
property and casualty insurance solutions for professionals
nationwide; the Commercial Programs Division, which serves
individual large accounts of commercial groups and trade
associations, providing primarily property and casualty and
employee benefits coverages; the Service Division, which provides
insurance-related services such as third-party administration and
consultation for workers' compensation and employee benefit self-
insurance markets; and the Brokerage Division, which markets and
sells excess and surplus commercial insurance primarily through
non-affiliated independent agents and brokers.

Principles of Consolidation

     The accompanying consolidated financial statements include
the accounts of Poe & Brown, Inc. and its subsidiaries. All
significant intercompany account balances and transactions have
been eliminated in consolidation.

Revenue Recognition

     Commissions relating to the brokerage and agency activity
whereby the Company has primary responsibility for the collection
of premiums from insureds are generally recognized as of the
latter of the effective date of the insurance policy or the date
billed to the customer. Commissions to be received directly from
insurance companies are generally recognized when determined.
Subsequent commission adjustments, such as policy endorsements,
are recognized upon notification from the insurance companies.  Commission
revenues are reported net of sub-broker commissions.  Contingent commissions

<PAGE 11>

from insurance companies are recognized when received. Fee income
is recognized as services are rendered.

Use of Estimates

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Cash and Cash Equivalents

     Cash and cash equivalents principally consist of demand
deposits with financial institutions and highly liquid
investments having maturities of three months or less when
purchased. Premiums received from insureds but not yet remitted
to insurance carriers are held in cash and cash equivalents in a
fiduciary capacity.

Premiums, Commissions and Fees Receivable

     In its capacity as an insurance broker or agent, the Company
typically collects premiums from insureds and, after deducting
its authorized commission, remits the premiums to the appropriate
insurance companies. In other circumstances, the insurance
companies collect the premiums directly from the insureds and
remit the applicable commissions to the Company. Accordingly, as
reported in the Consolidated Balance Sheets, "premiums" are
receivable from insureds and "commissions" are receivable from
insurance companies. "Fees" are receivable from customers
pertaining to the Company's Service Division.

Investments

     Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Under these
rules, the Company's marketable equity securities have been
classified as "available-for-sale" and are reported at estimated
fair value, with the unrealized gains and losses, net of tax,
reported as a separate component of shareholders' equity.
Realized gains and losses and declines in value judged to be
other-than-temporary on available-for-sale securities are
included in investment income. The cost of securities sold is
based on the specific identification method. Interest and
dividends on securities classified as available-for-sale are
included in investment income.

     Nonmarketable equity securities and certificates of deposit
having maturities of more than three months when purchased are
reported at cost, adjusted for other-than-temporary market value
declines.

     Application of SFAS No. 115 resulted in net unrealized gains
reported in shareholders' equity of $6,511,000 at December 31,
1996, $4,836,000 at December 31, 1995 and $5,341,000 at December
31, 1994, net of deferred income taxes of $4,163,000, $3,027,000
and $3,344,000, respectively. The adoption of this Statement
resulted in an increase of $23,000 to shareholders' equity as of
January 1, 1994, net of $15,000 in deferred taxes.

<PAGE 12>

     As of January 1, 1994, the Company owned 659,064 shares of
common stock of Rock-Tenn Company ("Rock-Tenn") with an aggregate
cost of $565,000. As of that date, the common stock of Rock-Tenn
was not publicly traded and, therefore, had no readily
determinable market value. However, on March 3, 1994, the common
stock of Rock-Tenn was registered with the Securities and
Exchange Commission and began trading on the NASDAQ over-the-
counter securities market at the initial public offering price of
$16.50 per share. As part of the initial public offering of Rock-
Tenn's common stock, the Company sold 150,000 shares of its
investment in this stock and reported a net after-tax gain of
$1,342,000 in the first quarter of 1994. During 1996, the Company
received a Rock-Tenn stock dividend of 50,906 shares. The 559,970
and 509,064 shares of Rock-Tenn common stock held by the Company
as of December 31, 1996 and 1995, respectively, have been
classified as non-current, available-for-sale securities. The
Company has no current plans to sell these shares.

Fixed Assets

     Fixed assets are stated at cost. Expenditures for
improvements are capitalized and expenditures for maintenance and
repairs are charged to operations as incurred. Upon sale or
retirement, the cost and related accumulated depreciation and
amortization are removed from the accounts and the resulting gain
or loss, if any, is reflected in income. Depreciation has been
provided using principally the straight-line method over the
estimated useful lives of the related assets, which range from
three to ten years. Leasehold improvements are amortized on the
straight-line method over the term of the related leases.

Intangibles

     Intangible assets are stated at cost less accumulated
amortization and principally represent purchased customer
accounts, non-compete agreements, purchased contract agreements
and the excess of costs over the fair value of identifiable net
assets acquired (goodwill). Purchased customer accounts, non-
compete agreements and purchased contract agreements are being
amortized on a straight-line basis over the related estimated
lives and contract periods, which range from three to 15 years.
The excess of costs over the fair value of identifiable net
assets acquired is being amortized on a straight-line basis over
15 to 40 years. Purchased customer accounts are records and files
obtained from acquired businesses that contain information on
insurance policies and the related insured parties that is
essential to policy renewals.

     The carrying value of intangibles, corresponding with each
agency division comprising the Company, is periodically reviewed
by management to determine if the facts and circumstances suggest
that they may be impaired. In the insurance brokerage and agency
industry, it is common for agencies or customer accounts to be
acquired at a price determined as a multiple of the corresponding
revenues. Accordingly, the Company assesses the carrying value of
its intangibles by comparison to a reasonable multiple applied to
corresponding revenues, as well as considering the operating cash
flow generated by the corresponding agency division. Any
impairment identified through this assessment may require that
the carrying value of related intangibles be adjusted.

Income Taxes

     The Company files a consolidated federal income tax return.
Deferred income taxes are provided for in the consolidated financial
statements and relate principally to expenses charged to income for 

<PAGE 13>

financial reporting purposes in one period and
deducted for income tax purposes in other periods, unrealized
appreciation of available-for-sale securities and basis
differences of intangible assets.

Net Income Per Share

     Net income per share is based on the weighted average number
of shares outstanding, adjusted for the dilutive effect of stock
options, which is the same on both a primary and fully-diluted
basis.

Note 2 - Mergers

     Effective March 1, 1995, the Company issued 146,300 shares
of its common stock in exchange for all of the partnership
interest in Insurance West, a Phoenix, Arizona general insurance
agency. The merger has been accounted for as a pooling-of-
interests and, accordingly, the Company's consolidated financial
statements have been restated for all periods prior to the merger
to include the results of operations, financial positions and
cash flows of Insurance West. The individual company operating
results of Insurance West prior to the date of the merger are not
material to the Company's consolidated operating results.

Note 3 - Acquisitions

     During 1996, the Company acquired three general insurance
agencies, one insurance brokerage firm and several books of
business (customer accounts), which were all accounted for as
purchases. The total cost of these acquisitions was $18,328,000,
including $12,254,000 of cash payments and notes payable of
$6,074,000. The total purchase price was assigned to purchased
customer accounts, goodwill and other intangible assets.

     During 1995, the Company acquired four general insurance
agencies, an insurance brokerage firm and several books of
business (customer accounts), which were all accounted for as
purchases. The total cost of these acquisitions was $7,250,000,
including $5,715,000 of cash payments and notes payable of
$1,535,000. The excess of the total purchase price over the fair
value of net tangible assets acquired of approximately $7,225,000
was assigned to purchased customer accounts, goodwill and other
intangible assets.

     During 1994, the Company acquired the assets of three
insurance agencies for an aggregate cost of $656,000.
Substantially all of this cost was assigned to purchased customer
accounts, non-compete agreements and goodwill.

     Additional or return consideration resulting from
acquisition contingency provisions is recorded as an adjustment
to intangibles when the contingency occurs. There were no
contingency payments made during 1996 or 1995. As of December
31,1996, the maximum future contingency payments related to the
1996 and 1995 acquisitions totaled $2,150,000. The results of
operations of the acquired companies have been included in the
consolidated financial statements from their respective
acquisition dates. Pro forma results of operations of the Company
for the years ended December 31, 1996, 1995 and 1994, including
1996, 1995 and 1994 acquisitions as though they occurred on
January 1, 1996, 1995 and 1994, respectively, were not materially
different from the results of operations as reported.

<PAGE 14>

Note 4 - Investments


<TABLE>
<CAPTION>

Investments at December 31 consisted of the following:
 
                                                       1996
(in thousands)                                    Carrying value
                                             Current      Non-current
<S>                                         <C>           <C>
Available-for-sale marketable
 equity securities                          $   78        $11,059
Nonmarketable equity securities
 and certificates of deposit                 1,009            229
     Total investments                      $1,087        $11,288

</TABLE>



<TABLE>
<CAPTION>

                                                         1995
(in thousands)                                      Carrying value
                                              Current         Non-current

<S>                                           <C>             <C>
Available-for-sale marketable
 equity securities                            $  287          $8,272
Nonmarketable equity securities
 and certificates of deposit                   1,021             201
     Total investments                        $1,308          $8,473

</TABLE>


     The following summarizes available-for-sale securities at
December 31:



<TABLE>
<CAPTION>


                                                  Gross      Gross
(in thousands)                                 Unrealized  Unrealized    Estimated
                                      Cost       Gains       Losses     Fair Value

<S>                                   <C>      <C>         <C>          <C>

Marketable Equity Securities:         
1996                                  $516     $10,637     $16          $11,137
1995                                  $732     $ 7,855     $28          $ 8,559

</TABLE>


     In 1996, proceeds from sales of available-for-sale
securities totaled $1,118,000, resulting in gross realized gains
and losses of $91,300 and $71,700, respectively. Proceeds from
sales of available-for-sale securities totaled $329,000 in 1995,
resulting in gross realized gains and losses of $42,000 and
$41,000, respectively. In 1994, proceeds from sales of available-
for-sale securities totaled $2,314,000, from which $2,185,000 of
gross gains were realized.

     Cash, cash equivalents, investments, premiums and
commissions receivable, premiums payable to insurance companies,
premium deposits and credits due customers, accounts payable and
accrued expenses, and current and long-term debt are considered
financial instruments. The carrying amount for each of these
items at December 31, 1996 approximates its fair value.


Note 5 - Fixed Assets

Fixed assets at December 31 consisted of the following:


<TABLE>
<CAPTION>

(in thousands)                                1996       1995
<S>                                          <C>         <C>
Furniture, fixtures and equipment            $23,766     $20,153
Land, buildings and improvements                 262         672

<PAGE 15>

Leasehold improvements                           926         644
                                             $24,954     $21,469
Less accumulated depreciation 
 and amortization                             12,869      11,057
                                             $12,085     $10,412

</TABLE>


     Depreciation and amortization expense amounted to $2,697,000
in 1996, $2,352,000 in 1995 and $2,132,000 in 1994.

Note 6 - Intangibles

Intangibles at December 31 consisted of the following:


<TABLE>
<CAPTION>

(in thousands)                                 1996      1995

<S>                                          <C>         <C>
Purchased customer accounts                  $ 49,985    $ 32,244
Non-compete agreements                         11,722      10,996
Goodwill                                       20,189      20,358
Purchased contract agreements                   1,102       1,102
                                               82,998      64,700
Less accumulated amortization                  32,831      28,087
                                             $ 50,167    $ 36,613
</TABLE>


     Amortization expense amounted to $4,774,000 in 1996,
$4,135,000 in 1995 and $4,266,000 in 1994.

Note 7 - Long-Term Debt

Long-term debt at December 31 consisted of the following:


<TABLE>
<CAPTION>

(in thousands)                                 1996       1995

<S>                                            <C>        <C>
Long-term credit agreement                     $ 5,000    $ 6,000
Notes payable from treasury stock purchases      1,162      1,422
Acquisition notes payable                        4,351      1,350
Other notes payable                                152         19
                                                10,665      8,791
Less current portion                             5,365      1,768
Long-term debt                                 $ 5,300     $7,023

</TABLE>


     In 1991, the Company entered into a long-term credit
agreement with a major insurance company that provided
$10,000,000 at an interest rate equal to the prime rate plus 1%
(9.25% at December 31, 1996). The amount of available credit
decreases by $1,000,000 each August through the year 2001, when
it will expire. This credit agreement requires the Company to
maintain certain financial ratios and comply with certain other
covenants.

<PAGE 16>
     In November 1994, the Company entered into a revolving
credit facility with a national banking association that provides
for borrowings of up to $10,000,000. On borrowings under this
facility of less than $1,000,000, the interest rate is the higher
of the prime rate or the federal funds rate plus .50%. On
borrowings under this facility equal to or in excess of
$1,000,000, the interest rate is LIBOR plus .50% to 1.25%,
depending on certain financial ratios. A commitment fee is
assessed in the amount of .25% per annum on the unused balance.
The facility expires in November 1998. No borrowings were
outstanding against this line of credit as of December 31, 1996
and 1995. Borrowings would be secured by substantially all of the
assets of the Company, subject to existing or permitted liens.

     Treasury stock notes payable are due to various individuals
for the redemption of Brown & Brown, Inc. stock. These notes bear
no interest and have maturities ranging from calendar years
ending 1997 to 2001. These notes have been discounted at
effective yields ranging from 8.5% to 9.2% for presentation in
the consolidated financial statements.

     Acquisition notes payable represents debt incurred to former
owners of certain agencies acquired in 1996 and 1995. These
notes, including future contingent payments, are payable in
monthly and annual installments through 1998, including interest
ranging from 4% to 6%.

     Maturities of long-term debt for succeeding years are
$5,365,000 in 1997, $1,598,000 in 1998, $1,307,000 in 1999,
$1,256,000 in 2000 and $1,139,000 in 2001.

     Interest expense included in the consolidated statements of
income was $941,000 in 1996, $877,000 in 1995 and $1,326,000 in
1994.

Note 8 - Commitments and Contingencies

     The Company leases facilities and certain items of office
equipment under noncancelable operating lease arrangements
expiring on various dates through 2005. The facility leases
generally contain renewal options and escalation clauses based on
increases in the lessorsO operating expenses and other charges.
The Company anticipates that most of these leases will be renewed
or replaced upon expiration. At December 31, 1996, the aggregate
future minimum lease payments under all noncancelable lease
agreements are as follows:


<TABLE>
<CAPTION>

<S>                                          <C>

Year Ending December 31,                      (in thousands)
1997                                         $       4,164
1998                                         $       3,905
1999                                         $       3,515
2000                                         $       3,120
2001                                         $       2,566
Thereafter                                   $       6,313
Total minimum future lease payments          $      23,583

</TABLE>


     Rental expense in 1996, 1995 and 1994 for operating leases
totaled $5,108,000, $4,785,000 and $4,269,000, respectively.

     The Company is not a party to any legal proceedings other
than various claims and lawsuits arising in the normal course of
business. Management of the Company does not believe that any such

<PAGE 17>

claims or lawsuits will have a material effect on the
Company's financial condition or results of operations.

Note 9 - Income Taxes

At December 31, 1996, the Company had net operating loss
carryforwards of $669,000 for income tax reporting purposes that
expire in the years 1997 through 2002. These carryforwards were
derived from agency acquisitions by the Company beginning in
1985. For financial reporting purposes, a valuation allowance of
$38,000 has been recognized to offset the deferred tax assets
related to these carryforwards.

     Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the
corresponding amounts used for income tax reporting purposes.
Significant components of the CompanyOs deferred tax liabilities
and assets as of December 31, are as follows:


<TABLE>
<CAPTION>

(in thousands)                                 1996         1995
<S>                                            <C>          <C>

Deferred tax liabilities:
  Fixed assets                                 $   975      $   577
  Net unrealized appreciation of
  available-for-sale securities                  4,163        3,027
  Installment sales                                108          204
  Prepaid insurance and pension                    833          769
  Intangible assets                                368           32
Total deferred tax liabilities                   6,447        4,609
Deferred tax assets:
  Deferred compensation                          1,386        1,269
  Accruals and reserves                            965        1,376
  Net operating loss carryforwards                 261          327
  Other                                            270          173
  Valuation allowance for deferred tax assets      (38)         (38)
Total deferred tax assets                        2,844        3,107
Net Deferred Tax Liabilities                   $ 3,603      $ 1,502

</TABLE>


     Significant components of the provision (benefit) for income
taxes are as follows:


<TABLE>
<CAPTION>

(in thousands)                            1996         1995      1994

<S>                                       <C>          <C>       <C>
Current:
  Federal                                 $ 8,281      $ 9,374   $ 7,237
  State                                     1,301        1,347     1,003
Total current provision                     9,582       10,721     8,240
Deferred:
  Federal                                     809       (2,037)   (1,076)
  State                                       157         (154)      (97)
Total deferred (benefit) provision            966       (2,191)   (1,173)
Total tax provision                       $10,548      $ 8,530    $7,067

</TABLE>

<PAGE 18>

     A reconciliation of the differences between the effective
tax rate and the federal statutory tax rate is as follows:


<TABLE>
<CAPTION>

                                               1996      1995      1994
<S>                                            <C>       <C>       <C>
Federal statutory tax rate                     35.0 %    35.0%     35.0%
State income taxes, net of federal
  income tax benefit                            3.3       3.5       2.8
Interest exempt from taxation
  and dividend exclusion                       (0.5)     (0.4)     (0.3)
Non-deductible goodwill amortization            0.6       0.7       0.7
Internal Revenue Service examination             -       (1.9)     (3.4)
Other, net                                      0.6      (0.3)     (0.5)
Effective tax rate                             39.0%     36.6%     34.3%

</TABLE>

     Income taxes receivable were $645,000 at December 31, 1996
and income taxes payable were $425,000 at December 31, 1995 and
are reported as a component of accounts receivable and accounts
payable and accrued expenses, respectively.

     In 1992, the Internal Revenue Service ("Service") completed
examinations of the Company's federal income tax returns for tax
years 1988, 1989 and 1990. As a result of its examination, the
Service issued Reports of Proposed Adjustments asserting income
tax deficiencies which, by including interest and state income
taxes for the periods examined and the Company's estimates of
similar tax adjustments for subsequent periods through December
31, 1993, would total $6,100,000. The disputed issues related
primarily to the deductibility of amortization of purchased
customer accounts of approximately $5,107,000 and non-compete
agreements of approximately $993,000. In addition, the Service's
report included a dispute regarding the timing at which the
Company's payments made pursuant to certain indemnity agreements
would be deductible for tax reporting purposes.

     During 1994, the Company reached a settlement with the
Service with respect to certain of the disputed amortization
items and the indemnity agreement payment issue. This settlement
reduced the total remaining asserted income tax deficiencies to
approximately $2,800,000. Based on this settlement and review of
the remaining unsettled items, the Company reduced its general
income tax reserves to $800,000, which was sufficient to cover
its ultimate liability resulting from the settlement of the
remaining items. Accordingly, after taking into consideration a
$400,000 reduction of the reserve resulting from payments under
the partial settlement agreement, during 1994 the Company
recorded a $700,000 adjustment to decrease the originally
established reserves of $1,900,000. This decrease has been
recorded as a reduction to the 1994 current income tax provision.

     In March of 1995, the Company reached a settlement with the
Service on all remaining items. The settlement resulted in the
payment of approximately $349,000, which reduced the recorded
reserve. As such, with all disputed items settled, the Company
recorded a $451,000 reduction in the general tax reserve which is
recorded as a reduction to the 1995 current income tax provision.

<PAGE 19>

Note 10 - Employee Benefit Plans

     The Company maintains a defined benefit pension plan
covering substantially all previous Poe & Associates, Inc.
employees with one or more years of service. The benefits are
based on years of service and compensation during the period of
employment. Annual contributions are made in conformance with
minimum funding requirements and maximum deductible limitations.
During 1994, the defined benefit pension plan was converted to a
cash balance plan. The impact of this change on the plan costs
and plan liabilities was not material. On April 1, 1995, the
defined benefit pension plan was amended to freeze the accrual of
further benefits. The impact of this amendment on the defined
benefit pension planOs liabilities was not material.

     The plan's funded status and amounts recognized in the
Company's consolidated balance sheets are as follows:


<TABLE>
<CAPTION>

(in thousands)                                        December 31,
                                                    1996         1995
<S>                                                 <C>          <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations,
 including vested benefits of $2,524 in
  1996 and $2,322 in 1995                           $(2,524)     $ (2,326)

Projected benefit obligations for
  service rendered to date                          $(2,524)    $ (2,326)
Plan assets at fair value, principally
 consisting of a group annuity contract               2,667        2,237
Excess (deficit) of plan assets over
 (under) projected benefit obligations                  143          (89)
Unrecognized net excess of plan assets
 under previously accrued but unfunded
 pension costs, to be amortized                         572          255
Net prepaid pension costs                           $   715      $   166

</TABLE>


     The following assumptions were used in determining the
actuarial present value of the benefit obligations and pension
costs for the years ended December 31, 1996, 1995 and 1994:
discount rate of 7.5%; long-term rate for compensation increase
of 3.5%; and long-term rate of return on plan assets of 8.0%.

     Pension costs included in the Company's consolidated
statements of income are comprised of the following:


<TABLE>
<CAPTION>

(in thousands)                                   Year Ended December 31,
                                             1996       1995         1994
<S>                                          <C>        <C>          <C>
Service cost                                 $  36      $   63       $  91
Interest cost                                  177         215         304
Actual return on assets                        (83)       (318)        113
Net amortization and deferral                  (97)        166        (407)
Net pension cost                             $  33      $  126       $ 101

</TABLE>


     The Company has an Employee Savings Plan (401(k)) under
which substantially all employees with more than 30 days of
service are eligible to participate. Under this plan, the Company
makes matching contributions, subject to a maximum of 2.5% of
each participantOs salary. Further, the Company provides for a
discretionary profit sharing contribution for all eligible
employees. The Company's contributions to the plan totaled
$1,510,000 in 1996, $1,334,000 in 1995 and $1,208,000 in 1994.


<PAGE 20>

Note 11 - Stock-Based Compensation and Incentive Plans

Stock Option Plans

     The Company has adopted stock option plans which provide for
the granting of options to purchase shares of the Company's stock
to key employees who contribute materially to the success and
profitability of the Company. The Company accounts for these
plans under Accounting Principles Board Opinion No. 25 ("APB
25"), under which no compensation expense has been recognized. In
October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"), which is effective
for fiscal years beginning after December 15, 1995. SFAS 123
allows companies to continue following the accounting guidance of
APB 25, but requires pro-forma disclosure of net income and
earnings per share for the effects on compensation expense had
the accounting guidance of SFAS 123 been adopted. The pro-forma
disclosures are required only for options granted subsequent to
December 31, 1994. The Company granted no options in 1995 or
1996.

     Under its stock option plans, the Company may grant future
options for up to 285,745 shares of the Company's stock to
employees and directors. Options previously granted under the
plans equaled the market price of the stock at the date of grant
and vest over a 5-year period. The following schedule summarizes
the stock option transactions from 1994 through 1996 pertaining
to these plans:


<TABLE>
<CAPTION>

                              Number of Option Shares   Per Share Option Price Range
<S>                                 <C>                    <C>
Outstanding, January 1, 1994        160,242                $ 6.00 -14.75
  Exercised                         (65,173)                 6.00 -14.75
  Canceled                           (8,689)                 7.60 - 14.75
Outstanding, December 31, 1994       86,380                  7.60
  Exercised                         (60,399)                 7.60
  Canceled                          (10,601)                 7.60
Outstanding, December 31, 1995       15,380                  7.60
  Exercised                          (9,323)                 7.60
Outstanding, December 31, 1996        6,057                  7.60

</TABLE>


     All of the 6,057 options outstanding at December 31, 1996
have a remaining contractual life of 2 years and are fully-vested
and exercisable.

Employee Stock Purchase Plan

     The Company has adopted an employee stock purchase plan
("the Stock Purchase Plan"), which allows for substantially all
employees to subscribe to purchase shares of the Company's stock
at 85% of the lesser of the market value of such shares at the
beginning or end of each annual subscription period. During 1995,
the shareholders approved the authorization of 150,000 additional
shares of stock for Company employees under the Stock Purchase
Plan, bringing the total number of shares available for

<PAGE 21>

issuance to 250,000. As of December 31, 1996, 82,585 shares remained
authorized and reserved for future issuance under this plan.

     The Company accounts for the Stock Purchase Plan under APB
25, under which no compensation expense has been recognized. Had
compensation expense for the Stock Purchase Plan been determined
consistent with SFAS 123, it would have had an immaterial effect
on the Company's net income and earnings per share for the years
ended December 31, 1996 and 1995.

Stock Performance Plan

     Effective January 1, 1996, the Company adopted a stock
performance plan, under which up to 400,000 shares of the
Company's stock ("Performance Stock") may be awarded to key
employees contingent on the employees' years of service with the
Company and other criteria established by the Company's
Compensation Committee. Shares must be granted, awarded and
vested before participants take full title to Performance Stock.
Of the grants currently outstanding, specified portions will be
awarded based on increases in the market value of the Company's
common stock from the initial price specified by the Company.
Awards vest on the earlier of: (i) 15 years of continuous
employment with the Company from the date shares are granted to
the participant; (ii) attainment of age 64; or (iii) death or
disability of the participant. Dividends are paid on awarded and
unvested Performance Stock and participants may exercise voting
privileges on such shares. At December 31, 1996, 238,300 shares
have been granted under the plan at initial stock prices ranging
from $22.75 to $24.875. As of December 31, 1996, no stock
performance criteria have been met, and accordingly, no shares
have been awarded. The compensation element for Performance Stock
is equal to the fair market value of the shares at the date of
award and is expensed over the vesting period.

Note 12 - Supplemental Disclosures of Cash Flow Information

The Company's significant non-cash investing and financing
activities and cash payments for interest and income taxes are as
follows:


<TABLE>
<CAPTION>

(in thousands)                               Years Ended December 31,
                                             1996      1995      1994
<S>                                          <C>       <C>       <C>

Unrealized appreciation (depreciation)
 of available-for-sale securities net
 of tax effect of $1,136 for 1996,
  ($317) for 1995 and $3,344 for 1994        $1,675   $ (505)    $5,341
Notes payable issued for purchased
 customer accounts                            6,074    1,535        -
Notes received on the sale of fixed
 assets and customer accounts                   280      -          266
Cash paid during the year for:
  Interest                                      891      896      1,462
  Income taxes                               10,609    9,107      9,597

</TABLE>


Note 13 - Business Concentrations

Substantially all of the CompanyOs premiums receivable from
customers and premiums payable to insurance companies arise from
policies sold on behalf of insurance companies.  The Company, as
broker and agent, typically collects premiums, retains its
commission, and remits the balance to the insurance companies.

<PAGE 22>

A significant portion of business written by the Company is for
customers located in Florida. Accordingly, the occurrence of
adverse economic conditions or an adverse regulatory climate in
Florida could have a material adverse effect on the Company's
business, although no such conditions have been encountered in
the past.

     For the years ended December 31, 1996 and 1995,
approximately 22% and 24%, respectively, of the Company's
revenues were from insurance policies underwritten by one
insurance company. Should this carrier seek to terminate its
arrangement with the Company, the Company believes alternative
insurance companies are available to underwrite the business,
although some additional expense and loss of market share would
at least initially result. No other insurance company accounts
for as much as five percent of the Company's revenues.

Note 14 - Reinsurance Indemnity

Whiting National Insurance Company ("Whiting"), the Company's
risk-bearing subsidiary, ceased underwriting operations in early
1985, and in 1988 entered into liquidation under the supervision
of the New York State Insurance Department ("Department"). Since
then, the handling of Whiting's affairs has been the
responsibility of the Department.

     In 1979, the Company agreed to indemnify a ceding insurer
should Whiting fail to perform under a reinsurance contract. As a
result, the Company is directly responsible for the management
and adjudication of claims outstanding under that indemnification
contract. The Company has historically estimated that certain
recoveries related to the indemnity were available to it from the
Whiting liquidation. While none of the underlying facts or
applicable law as to the Company's rights or creditor priority
had changed, the liquidation activities proceeded more slowly
than anticipated, making realization of those recoveries
uncertain. As a result, in 1992, those estimated recoveries were
written off and reserves associated with the underlying indemnity
obligation were bolstered because of adverse loss developments.
Reserves are periodically revised based on developments to date,
the Company's estimates of the outcome of this matter, and the
Company's experience in contesting and settling this matter. As
the scope of the liability or recovery becomes better defined,
there will be changes in the estimates of future costs or
recoveries. Management of the Company does not believe that any
such changes will have a material effect on the Company's
financial condition or results of operations.

<PAGE 23>


REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of Poe & Brown, Inc.

     We have audited the accompanying consolidated balance sheets
of Poe & Brown, Inc. and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income,
shareholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

     We conducted our audits in accordance with generally
accepted auditing standards. 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. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Poe & Brown, Inc. and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows
for the years then ended in conformity with generally accepted
accounting principles.

                                                                 
                                                                 
                                          /s/ Arthur Andersen LLP
Orlando, Florida
January 24, 1997


<PAGE 24>

To the Board of Directors of Poe & Brown, Inc.

     We have audited the accompanying consolidated statements of
income, shareholders' equity and cash flows of Poe & Brown, Inc.
and subsidiaries for the year ended December 31, 1994. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

     We conducted our audit in accordance with generally accepted
auditing standards. 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. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
results of operations and cash flows of Poe & Brown, Inc. and
subsidiaries for the year ended December 31, 1994, in conformity
with generally accepted accounting principles.

     As discussed in Note 1 to the consolidated financial
statements, in 1994 the Company changed its method of accounting
for certain investments in debt and equity securities.

                                            /s/ Ernst & Young LLP
Tampa, Florida
January 28, 1995, except for Note 2,
as to which the date is March 1, 1995







<PAGE 1>

                           EXHIBIT 22
                                
                        POE & BROWN, INC.
                          SUBSIDIARIES

Florida Corporations:
____________________


Arch-Holmes Insurance, Inc.
Brown & Brown, Inc. - d/b/a Poe & Brown Benefits, Poe & Brown
Financial Advisers,
  United Self Insured Services, Poe & Brown Insurance
Madoline Corporation
Poe 1991, Inc.
Underwriters Services, Inc.
W.F. Poe Associates, Inc.

Foreign Corporations:
____________________


A.G. General Agency, Inc. (TX)
P & O of Texas, Inc. (TX)
P&B PHYSICIANplans, Inc. (CT)
Poe & Associates of Illinois, Inc. (IL) - d/b/a Insurance
Administration Center
Poe & Brown of Arizona, Inc. (AZ)
Poe & Brown of California, Inc. (CA)
Poe & Brown of Colorado, Inc. (CO)
Poe & Brown of Connecticut, Inc. (CT)
Poe & Brown of Georgia, Inc. (GA)
Poe & Brown Insurance Benefits, Inc. (TX)
Poe & Brown Metro, Inc. (NJ)
Poe & Brown of New Jersey, Inc. (NJ)
Poe & Brown of North Carolina, Inc. (NC)
Poe & Brown of Pennsylvania, Inc. (PA)
Poe & Brown of Texas, Inc. (TX)

Indirect Subsidiaries:
_____________________


American Underwriting Management, Inc. (FL)
DSD Insurance Agency, Inc. (AZ)
Ernest Smith Insurance Agency, Inc. (FL)
Farr Insurance, Inc. (FL)
Florida Intracoastal Underwriters, Limited Co. (FL) (limited
company)
Halcyon Underwriters, Inc. (FL)
The Homeowner Association Risk Purchasing Group, Inc. (AZ)
Hotel-Motel Insurance Group, Inc. (FL)
Jordan, Roberts & Company (FL)
MacDuff America, Inc. (FL)
MacDuff Pinellas Underwriters, Inc. (FL) - d/b/a Roehrig &
MacDuff
MacDuff Underwriters, Inc. (FL) - d/b/a Roehrig & MacDuff
Nevada Apartment Insurance (NV)
Poe & Brown of Nevada, Inc. (NV)






<PAGE 1>

                           EXHIBIT 23a
                                
       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Poe & Brown, Inc. of our report dated
January 28, 1995, except for Note 2, as to which the date is
March 1, 1995, included in the 1996 Annual Report to Shareholders
of Poe & Brown, Inc.

Our audit also included the financial statement schedule of Poe &
Brown, Inc. listed in Item 14(a) for the year ended December 31,
1994.  This schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based on
our audit.  In our opinion, the financial statement schedule
referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

We also consent to the incorporation by reference in Post-
Effective Amendment Number 1 dated December 3, 1992 to
Registration Statement Number 33-1900 dated November 27, 1985 on
Form S-8, Registration Statement Number 33-76 dated September 3,
1985 on Form S-8, Post-Effective Amendment Number 2 to
Registration Statement Number 2-61019 dated May 27, 1980 on Form
S-8, Registration Statement Number 33-41204 dated June
 12, 1991
on Form S-8, and  Registration Statement Number 333-14925 dated
October 28, 1996 on Form S-8, and Registration Statement Number
33-41825 dated July 22, 1991 on Form S-8 of our report dated
January 28, 1995, except for Note 2, as to which the date is
March 1, 1995, with respect to the consolidated financial
statements for the year ended December 31, 1994 incorporated
herein by reference, and our report included in the preceding
paragraph with respect to the financial statement schedule
included in the Annual Report (Form 10-K) of Poe & Brown, Inc.


                                                ERNST & YOUNG LLP


Tampa, Florida
March 21, 1997





<PAGE 1>

                           EXHIBIT 23b
                                
       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
of Poe & Brown, Inc.:
                                
     As independent certified public accountants, we hereby
consent to the incorporation of our report dated January 24,
1997, included or incorporated by reference in this Form 10-K,
into the Company's previously filed Registration Statements (File
No.'s. 33-1900, 33-76, 2-61019, 33-41204, 33-41825 and 333-
14925).



                                   ARTHUR ANDERSEN LLP
Orlando, Florida
March 21, 1997









<PAGE 1>

                           EXHIBIT 24a
                                
                       POWERS OF ATTORNEY
                                
                                
                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                              /s/ J. HYATT BROWN
                             _______________________________
                              J. Hyatt Brown

Dated:  January 30, 1997

<PAGE 2>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and
 stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                                 /s/ BRADLEY CURREY, JR.
                                 ___________________________________
                                 Bradley Currey, Jr.

Dated:  January 30, 1997

<PAGE 3>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                                    /s/ BRUCE G. GEER
                                    _____________________________
                                    Bruce G. Geer

Dated:  January 30, 1997

<PAGE 4>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                              /s/ JIM W. HENDERSON
                              ___________________________________
                              Jim W. Henderson

Dated:  January 30, 1997

<PAGE 5>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James L. Olivier, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                              /s/JAMES A. ORCHARD
                              _____________________________
                              James A. Orchard


Dated:  January 30, 1997

<PAGE 6>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                              /s/ KENNETH E. HILL
                              __________________________________
                              Kenneth E. Hill


Dated:  January 30, 1997

<PAGE 7>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.


                              /s/ SAMUEL P. BELL, III
                              ________________________________
                              Samuel P. Bell, III

Dated:  January 30, 1997

<PAGE 8>

                        POWER OF ATTORNEY

     The undersigned constitutes and appoints Laurel L. Grammig

and James A. Orchard, or either of them, as his true and lawful

attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any

and all capacities, to sign the 1996 Annual Report on Form 10-K

for Poe & Brown, Inc., and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to

be done in and about the premises as fully to all intents and

purposes as he might or could in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or their

substitutes, may lawfully do or cause to be done by virtue

hereof.



                              /s/ THEODORE J. HOEPNER
                             ___________________________________
                              Theodore J. Hoepner

Dated:  January 30, 1997




<PAGE 1>

                           EXHIBIT 24b
                                
         CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS
                                
     The undersigned, Laurel L. Grammig, hereby certifies that
she is the duly elected, qualified and acting Secretary of Poe &
Brown, Inc., a Florida corporation (the "Company"), and that the
following resolutions were adopted by unanimous written consent
of the Board of Directors of the Company as of March 7, 1997:

          RESOLVED, that the March 3, 1997 draft of the
     Company's 1996 Annual Report on Form 10-K submitted to
     the Directors is hereby approved in form and substance,
     subject to any revisions, additions, deletions or
     insertions deemed necessary or appropriate by Laurel L.
     Grammig, the Company's Vice President, Secretary and
     General Counsel, and that the Chief Executive Officer
     and the Chief Financial Officer are hereby authorized
     to sign the Form 10-K on behalf of the Company, either
     personally or through a power of attorney, and to cause
     the Form 10-K to be filed with the Securities and
     Exchange Commission in accordance with the rules
     promulgated by the Commission;
          
          FURTHER RESOLVED, that the appropriate officers of
     the Company are hereby authorized and directed to take
     all actions they deem necessary or appropriate,
     including the payment of any necessary
 filing fees, to
     carry out the intent of the foregoing resolutions.

     IN WITNESS WHEREOF, the undersigned Secretary of the Company
has executed this Certificate this 14th day of March, 1997.



                              /s/ LAUREL L. GRAMMIG
                              ________________________________
                              Laurel L. Grammig
                              Secretary







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<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
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<EXCHANGE-RATE>                                      1
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<SECURITIES>                                     1,087
<RECEIVABLES>                                   62,940
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