<PAGE 1>
                                
                        POE & BROWN, INC.
                    Schedule 14A Information
                                
            Proxy Statement Pursuant to Section 14(a)
             of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ X] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission Only (as permitted
      by Rule 14a-6(e)(2))
[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                        Poe & Brown, Inc.
        (Name of Registrant as Specified In Its Charter)
                                
          _____________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
                                
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-
     6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction
          applies:  __________________________________________
     (2)  Aggregate number of securities to which transaction applies:
          _________________________________________________
     (3)  Per unit price or other underlying value of transaction
          computed pursuant to Exchange Act Rule 0-11 (Set forth
          the amount on which the filing fee is calculated and
          state how it was determined):
          ________________________________________________
     (4)  Proposed maximum aggregate value of transaction:
          ________________________________________________
     (5)  Total fee paid:
          ________________________________________________
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for
     which the offsetting fee was paid previously. Identify the
     previous filing by registration statement number, or the
     Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:
          _________________________________________________
     (2)  Form, Schedule or Registration Statement No.:
          _________________________________________________
     (3)  Filing Party:
          _________________________________________________
     (4)  Date Filed:
          _________________________________________________


<PAGE 2>
                      [Insert Company Logo]
                                


                                             March __,1998


Dear Shareholder:

     You are invited to attend the Annual Meeting of Shareholders
of  Poe & Brown, Inc. (the "Company"), which will be held at  the
Company's  executive  offices  at  220  South  Ridgewood  Avenue,
Daytona  Beach, Florida, on Wednesday, April 29,  1998,  at  9:00
a.m.

      The  notice of meeting and proxy statement on the following
pages  cover the formal business of the Meeting.  Whether or  not
you  expect  to attend the Meeting, please sign and  return  your
proxy card promptly in the enclosed envelope to assure that  your
stock  will  be  represented at the Meeting.  If  you  decide  to
attend  the  Annual  Meeting and vote in  person,  you  will,  of
course, have that opportunity.

      Your continuing interest in the business of the Company  is
gratefully  acknowledged.  We hope many shareholders will  attend
the Meeting.

                                   Sincerely,


                                   J. Hyatt Brown
                                     Chairman of the Board, President
                                    and Chief Executive Officer

<PAGE 3>

                        POE & BROWN, INC.

220 South Ridgewood Avenue                   401 E. Jackson Street, Suite 1700
Daytona Beach, Florida 32114                 Tampa, Florida 33602

                  ____________________________
                                
                                
            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                         April 29, 1998

     The Annual Meeting of Shareholders of Poe & Brown, Inc. will
be  held  in  the fourth floor conference room of  the  Company's
executive  offices at 220 South Ridgewood Avenue, Daytona  Beach,
Florida,  on  Wednesday, April 29, 1998, at 9:00  a.m.,  for  the
following purposes:

     1.   To elect eight (8) directors;

     2.   To  approve  a  proposal to amend  the  Company's
          Articles  of  Incorporation to increase the  number  of
          shares  of  the Company's authorized common stock  from
          18,000,000 to 70,000,000;

     3.   To  approve  an amendment to the  Company's  1990
          Employee  Stock Purchase Plan to reserve an  additional
          375,000 shares of common stock for issuance thereunder;

     4.   To  approve  an amendment to the Company's  Stock
          Performance  Plan  to  reserve  an  additional  300,000
          shares of common stock for issuance thereunder;

     5.   To  transact such other business as may  properly
          come before the Meeting or any adjournment thereof.

      The  Board of Directors has fixed the close of business  on
March  6,  1998  as  the  record date for  the  determination  of
shareholders  entitled to notice of and to  vote  at  the  Annual
Meeting.

      Shareholders are requested to vote, date, sign and promptly
return  the  enclosed  proxy in the envelope  provided  for  that
purpose, whether or not they intend to be present at the meeting.

                                    By  Order of the Board of Directors


                                   Laurel L. Grammig
                                   Secretary
Tampa, Florida
March __, 1998

<PAGE 4>

                                                 PRELIMINARY COPY
                                
                        POE & BROWN, INC.
                                
                         PROXY STATEMENT
                                
                                
        ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

      This Proxy Statement is first being sent to shareholders on
or  about  March __, 1998 in connection with the solicitation  of
proxies  by  the  Board of Directors of Poe &  Brown,  Inc.  (the
"Company"), to be voted at the Annual Meeting of Shareholders  to
be  held  at  the  Company's executive offices in Daytona  Beach,
Florida  at  9:00 a.m. on Wednesday, April 29, 1998, and  at  any
adjournment  thereof (the "Meeting").  The close of  business  on
March  6,  1998  has  been  fixed as  the  record  date  for  the
determination of shareholders entitled to notice of and  to  vote
at the Meeting.  At the close of business on the record date, the
Company  had  outstanding 13,188,748 shares  of  $.10  par  value
common stock, entitled to one vote per share.

       Shares  represented  by  duly  executed  proxies  in   the
accompanying  form received by the Company prior to  the  Meeting
will be voted at the Meeting.  If a shareholder specifies in  the
proxy  a choice with respect to any matter to be acted upon,  the
shares represented by such proxy will be voted as specified.   If
a  proxy card is signed and returned without specifying a vote or
an  abstention  on any proposal, the shares represented  by  such
proxy  will be voted according to the recommendation of the Board
of Directors on that proposal.  The Board of Directors recommends
a  vote  FOR the election of the directors and each of the  other
proposals  specified  in  this Proxy  Statement.   The  Board  of
Directors  knows of no other matters that may be  brought  before
the   Meeting.   However,  if  any  other  matters  are  properly
presented for action, it is the intention of the named proxies to
vote on them according to their best judgment.

       Shareholders who hold their shares through an intermediary
must provide instructions on voting as requested by their bank or
broker.   A shareholder who signs and returns a proxy may  revoke
it  at any time before it is voted by taking one of the following
three actions: (i) giving written notice of the revocation to the
Secretary of the Company; (ii) executing and delivering  a  proxy
with  a  later  date; or (iii) voting in person at  the  Meeting.
Votes cast by proxy or in person at the Meeting will be tabulated
by  the  Company's transfer agent, First Union National  Bank  of
North  Carolina,  and  by  one  or more  inspectors  of  election
appointed  at  the  Meeting, who will also  determine  whether  a
quorum is present for the transaction of business.

      A shareholder who abstains from voting on any proposal will
be  included in the number of shareholders present at the Meeting
for  the  purpose  of  determining  the  presence  of  a  quorum.
Abstentions will not be counted either in favor of or against the
election  of  the  nominees for director  or  any  of  the  other
proposals.    Brokers  holding stock for the  accounts  of  their
clients  who have not been given specific voting instructions  as
to  a matter by their clients, may vote their clients' proxies in
their own discretion.

<PAGE 5>


      The  expense  of  preparing,  printing  and  mailing  proxy
materials  to  shareholders of the Company will be borne  by  the
Company.  In addition to solicitations by mail, regular employees
of  the  Company may solicit proxies on behalf of  the  Board  of
Directors  in  person  or by telephone.   The  Company  has  also
retained Corporate Investor Communications, Inc., Carlstadt,  New
Jersey,  to  aid solicitation by mail for a fee of  approximately
$2,500, which will be paid by the Company.  The Company will also
reimburse brokerage houses and other nominees for their  expenses
in   forwarding  proxy  material  to  beneficial  owners  of  the
Company's stock.

       The  executive offices of the Company are located  at  220
South  Ridgewood Avenue, Daytona Beach, Florida 32114  (telephone
number  (904) 252-9601) and 401 East Jackson Street, Suite  1700,
Tampa, Florida 33602 (telephone number (813) 222-4100).

<PAGE 6>

              SECURITY OWNERSHIP OF MANAGEMENT AND
                    CERTAIN BENEFICIAL OWNERS
                                
       The  following  table sets forth, as  of  March  6,  1998,
information  as to the Company's common stock beneficially  owned
by  (i) each director of the Company, (ii) each executive officer
named in the Summary Compensation Table, (iii) all directors  and
executive officers of the Company as a group, and (iv) any person
who  is  known by the Company to be the beneficial owner of  more
than 5% of the outstanding shares of the Company's common stock.


<TABLE>
<CAPTION>

                                   Amount and Nature of
Name of Beneficial Owner         Beneficial  Ownership(1)(2)           Percent
________________________         ___________________________           _______

<S>                                    <C>                             <C>
J. Hyatt Brown(3)                      2,800,066                        21.2%
  220 South Ridgewood Avenue
  Daytona Beach, Florida  32114
Samuel P. Bell, III(4)                     1,500                        *
Bradley Currey, Jr. (5)                   37,500                        *
Jim W. Henderson(6)                      121,837                        *
Kenneth E. Hill(7)                         6,048                        *
Theodore J. Hoepner                        1,500                        *
David H. Hughes                            1,500                        *
Jan E. Smith                               1,905                        *
William A. Zimmer                          2,497                        *
Laurel L. Grammig                          7,644                        *
T. Rowe Price Associates, Inc.(8)      1,497,900                        11.4%
 100 E. Pratt Street
 Baltimore, MD 21202
All directors and executive
 officers as a group (10 persons)      2,981,997                        22.6%
________________
*Less than 1%

</TABLE>


 (1) Beneficial  ownership of shares, as determined in accordance
     with  applicable  Securities and Exchange Commission  rules,
     includes  shares as to which a person has or  shares  voting
     power and/or investment power. The Company has been informed
     that  all  shares shown are held of record with sole  voting
     and  investment  power, except as otherwise indicated.   All
     share  numbers reflect a  three-for-two stock split effected
     by the Company on February 27, 1998.
(2)  The  number and percentage of shares owned by the  following
     persons include the indicated number of shares owned through
     the  Company's  401(k)  Plan as of December  31,  1997:  Mr.
     Henderson  - 50,071; Ms. Grammig - 2,382; all directors  and
     officers as a group - 52,453.  The number and percentage  of
     shares  owned by the following persons include the indicated
     number of shares which such persons have been granted  under
     the Company's Stock Performance Plan as of December 31, 1997
     and  which  have satisfied the first condition for  vesting:
     Mr.  Henderson - 15,000; Ms. Grammig - 3,000; Mr.  Zimmer  -
     2,184;  all  officers and directors as  a  group  -  20,184.
     These Stock Performance Plan shares have voting rights,  but
     the  holders thereof have no power to sell or dispose of the
     shares,  and  the  shares are subject  to  forfeiture.   See
     "Executive Compensation - Long-Term Incentive Plans - Awards
     in Last Fiscal Year."
(3)  Mr.  Brown's ownership includes 72,334 shares owned by a son
     sharing  his household, as to which beneficial ownership  is
     disclaimed. Mr. Brown owns 2,727,732 shares in joint tenancy
     with  his  wife,  and these shares have  shared  voting  and
     investment power.
(4)  All  shares are held in joint tenancy with Mr. Bell's  wife,
     and these shares have shared voting and investment power.
(5)  Mr. Currey's ownership includes 36,000 shares held of record
     by his Individual Retirement Account.
(6)  Mr.  Henderson's ownership includes 1,500 shares owned by  a
     daughter  sharing  his  household, as  to  which  beneficial
     ownership is disclaimed.
(7)  All  shares are owned by Mr. Hill's spouse, and he disclaims
     beneficial ownership of these shares.

<PAGE 7>

(8)  Based  upon  information contained in a report filed  by  T.
     Rowe  Price Associates, Inc. ("Price Associates")  with  the
     Securities  and  Exchange Commission, these  securities  are
     owned  by  various individuals and institutional  investors,
     including  T.  Rowe Price Small Cap Value Fund (which  owned
     979,350   shares,   representing   7.4%   of   the    shares
     outstanding),   for   which  Price  Associates   serves   as
     investment  adviser with power to direct investments  and/or
     sole  power  to  vote the securities. Under  Securities  and
     Exchange Commission rules, Price Associates is deemed to  be
     a  beneficial  owner  of  such  securities;  however,  Price
     Associates   disclaims   beneficial   ownership   of    such
     securities.
                                
                           MANAGEMENT

Directors and Executive Officers

      Set  forth  below  is  certain information  concerning  the
Company's  directors and executive officers.  All  directors  and
officers hold office for one-year terms or until their successors
are elected and qualified.


<TABLE>
<CAPTION>

                                                             Year First Became
Name                Positions                         Age        a Director
____                __________                        ____   _________________

<S>                 <C>                               <C>         <C>
J. Hyatt Brown      Chairman of the Board,
                     President and Chief
                       Executive Officer              60          1993

Jim W. Henderson       Executive Vice President,      51          1993
                       Assistant Treasurer and
                       Director

Kenneth E. Hill        Executive Vice President and   60          1993
                       Director

Samuel P. Bell, III    Director                       58          1993

Bradley Currey, Jr.    Director                       67          1995

Theodore J. Hoepner    Director                       56          1994

David H. Hughes        Director                       54          1997

Jan E. Smith           Director                       58          1997

William A. Zimmer      Vice President, Chief          31          ---
                       Financial Officer and
                       Treasurer

Laurel L. Grammig      Vice President, Secretary      39          ---
                       and General Counsel

</TABLE>


      J.  Hyatt Brown. Mr. Brown has been the President and Chief
Executive  Officer  of  the Company since  April  1993,  and  the
Chairman of the Board of Directors since October 1994.  Mr. Brown
has  been President and Chief Executive Officer of Brown & Brown,
Inc.,  now  a subsidiary of the Company, since 1961.   He  was  a
member of the Florida House of Representatives from 1972 to 1980,
and Speaker of the House from 1978 to 1980.  Mr. Brown serves  on
the  Board  of Directors of the Florida Residential Property  and
Casualty  Joint Underwriting Association, SunTrust  Banks,  Inc.,
SunTrust Bank, East Central Florida, N.A., International Speedway
Corporation,  The  FPL Group, Inc., BellSouth Corporation,  Rock-Tenn

<PAGE 8>

Company,  and  First  Floridian  Auto  and  Home  Insurance
Company.   He  also  serves on the Board of Trustees  of  Stetson
University.

      Jim  W.  Henderson.  Mr. Henderson served  as  Senior  Vice
President  of  the  Company since April  1993,  and  was  elected
Executive  Vice President in January of 1995.  He has  served  as
Senior Vice President of Brown & Brown, Inc. since 1989.  He also
served  as  Chief  Financial Officer of Brown & Brown  from  1985
through 1989.

      Kenneth  E.  Hill.    Mr.  Hill  has  been  Executive  Vice
President  of  the Company since April 1993.  He  has  served  as
Executive Vice President of Brown & Brown, Inc. since 1981.

     Samuel P. Bell, III.  Mr. Bell has been a shareholder of the
law  firm  of  Pennington, Moore, Wilkinson, Bell & Dunbar,  P.A.
since  January 1, 1998 and also serves as Of Counsel to  the  law
firm  of  Cobb, Cole & Bell.  Prior to that, he was a shareholder
and  managing  partner of Cobb Cole & Bell.   He  has  served  as
counsel to Brown & Brown, Inc. since 1964.  Mr. Bell was a member
of the Florida House of Representatives from 1974 to 1988.

      Bradley  Currey, Jr.  Mr. Currey has been  Chief  Executive
Officer  of  Rock-Tenn Company, a manufacturer of  packaging  and
recycled  paperboard  products, since 1989,  and  has  served  as
Chairman  of  the  Board  of  Rock-Tenn  since  1993.   He   also
previously  served as President (1978-1995) and  Chief  Operating
Officer (1978-1989) of Rock-Tenn.  Mr. Currey is a member of  the
Board  of  Directors of Genuine Parts Company and is the Chairman
of  the Board of Trustees of Emory University. He is also a  past
Chairman of the Federal Reserve Bank of Atlanta.

      Theodore J. Hoepner.  Mr. Hoepner has been the Chairman  of
the  Board,  President and Chief Executive  Officer  of  SunTrust
Banks  of  Florida,  Inc. since September  1,  1995.   From  1990
through  August  1995,  he  served  as  Chairman  of  the  Board,
President and Chief Executive Officer of SunBank, N.A.  From 1983
through  1990,  he  was  the Chairman  of  the  Board  and  Chief
Executive Officer of SunBank/Miami, N.A.

      David  H.  Hughes.   Mr. Hughes became a  director  of  the
Company  on  October  30, 1997. He has been President  of  Hughes
Supply,  Inc.  since  1972,  and has served  as  Chief  Executive
Officer  since 1974 and Chairman of the Board of Directors  since
1986.   Mr.  Hughes  is  a member of the Board  of  Directors  of
SunTrust Banks, Inc., Orlando Regional Healthcare Systems, Arnold
Palmer   Children's  Hospital,  Florida  Tax  Watch  and   Accord
Industries.

      Jan  E.  Smith.   Mr. Smith was elected  to  the  Board  of
Directors on October 30, 1997. He has served as President of  Jan
Smith & Company, a commercial real estate and business investment
firm, since 1978.  Mr. Smith is also the managing general partner
of  Ramblers  Rest Resort, Ltd., a recreational vehicle  park  in
Venice, Florida, and President of Travel Associates, Inc.,  which
owns  and  operates  Trexler World Travel Service  in  Charlotte,
North  Carolina.  Mr. Smith also serves on the Board of Directors
of SunTrust Bank, Gulf Coast.

<PAGE 9>

      William  A.  Zimmer.  Mr. Zimmer has been  Vice  President,
Chief  Financial Officer and Treasurer of the Company  since  May
1997.   Before  joining  the Company in 1996  as  Assistant  Vice
President of Finance, Mr. Zimmer was an Audit Manager with  Price
Waterhouse LLP in Milwaukee, Wisconsin from 1989 to 1996.

      Laurel  L.  Grammig.  Ms. Grammig has  been  Secretary  and
General Counsel of the Company since January 1994, and she became
a  Vice  President in April 1994.  She was a partner of  the  law
firm of Holland & Knight from 1991 through 1993.

Meetings of the Board of Directors and Standing Committees

      During  1997,  the Company's Board of Directors  held  five
meetings.  Each incumbent director attended at least 75%  of  the
total  number  of  Board meetings and meetings of  committees  of
which he is a member.

       The  Company's  Board  of  Directors  has  a  Compensation
Committee  and  an  Audit Committee.  The Compensation  Committee
currently  consists of Samuel P. Bell, III (Chairman),  J.  Hyatt
Brown,  Bradley Currey, Jr., Theodore J. Hoepner, David H. Hughes
and  Jan E. Smith.  The Compensation Committee recommends to  the
Board  base  salary  levels and bonuses for the  Chief  Executive
Officer  and  approves the guidelines used  to  determine  salary
levels  and  bonuses  for  the other executive  officers  of  the
Company.   See   "Executive  Compensation  _  Board  Compensation
Committee  Report  on Executive Compensation."  The  Compensation
Committee also reviews and makes recommendations with respect  to
the  Company's existing and proposed compensation plans,  and  is
responsible  for administering the Company's Amended  1989  Stock
Option Plan, the 1990 Employee Stock Purchase Plan, and the Stock
Performance Plan.  The Compensation Committee met four  times  in
1997.

     The members of the Audit Committee currently are Theodore J.
Hoepner  (Chairman),  Samuel P. Bell, III, Bradley  Currey,  Jr.,
David  H.  Hughes  and  Jan E. Smith.  The duties  of  the  Audit
Committee, which met four times during 1997, are to recommend  to
the  Board  of  Directors the selection of independent  certified
public  accountants,  to  meet  with  the  Company's  independent
certified  public accountants to review the scope and results  of
the annual audit, and to consider various accounting and auditing
matters  related to the Company, including its system of internal
controls and financial management practices.

       The  Company  does not have a nominating committee.   This
function is performed by the Board of Directors.

Compensation of Directors

      Directors  who  are not employees of the Company  are  paid
$3,000  for each Board meeting attended in person and $1,500  for
each  Board  meeting  attended by telephone.   Directors  receive
$1,500 for each committee meeting attended if such meetings occur other
than  in  conjunction with regularly  scheduled  quarterly Board  meetings.
In addition, directors are eligible to  receive grants
of stock options under the Company's Amended 1989 Stock Option Plan. No option

<PAGE 10>

grants were made to directors  in  1997.
All  directors  receive reimbursement of reasonable out-of-pocket
expenses  incurred in connection with meetings of  the  Board  of
Directors.   No  director  who  is an  employee  of  the  Company
receives  separate  compensation  for  services  rendered  as   a
director.

     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a)  of  the Securities  Exchange  Act  of  1934
requires  the  Company's executive officers  and  directors,  and
persons  who own more than ten percent of the outstanding  shares
of  common stock of the Company, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.
Officers, directors and ten percent shareholders are required  by
SEC regulations to furnish the Company with copies of all Section
16(a) reports they file.

      Based  solely on its review of the copies of  such  reports
received   by  it,  and  written  representations  from   certain
reporting persons that no SEC Form 5s were required to  be  filed
by  those  persons, the Company believes that  during  1997,  its
officers,  directors  and  ten percent beneficial  owners  timely
complied with all applicable filing requirements.

<PAGE 11>

                     EXECUTIVE COMPENSATION

      The following table sets forth the compensation received by
the  Company's Chief Executive Officer and the four other highest
paid executive officers (the "Named Executive Officers"), as well
as  the  Company's former Chief Financial Officer,  for  services
rendered to the Company for each of the three years in the period
ended December 31, 1997.

Summary Compensation Table

<TABLE>

<CAPTION>
                                    Annual Compensation
                               ____________________________

                                                       Other         All Other
Name and                                               Annual         Compen-
Principal                                              Compen-        sation
Position              Year   Salary($)   Bonus($)      sation($)(1)   ($)(2)
_________             ____   _________   ________      ____________  ________
<S>                   <C>    <C>         <C>           <C>           <C>

J. Hyatt Brown        1997   396,200     218,942       ---           6,400
  Chairman of the     1996   377,000     187,450       ---           6,000
  Board, President    1995   342,250     163,500       ---           6,000
  & Chief Executive
  Officer

Jim W. Henderson      1997   271,936     148,000       ---           6,400
  Executive Vice      1996   247,500     144,000       ---           6,000
  President           1995   225,000     136,000       ---           6,000

Kenneth E. Hill       1997   251,120     ---           250,874(3)    6,400
 Executive Vice       1996   309,753     ---           220,068(3)    6,000
 President            1995   320,221     ---           118,000(3)    6,000

Laurel L. Grammig     1997   115,000     40,880        ---           5,993
  Vice  President,    1996   105,000     35,000        ---           5,600
  Secretary & General 1995   100,000     25,000        ---           5,000
  Counsel

William A. Zimmer     1997    84,670     25,000        ---           3,435
  Vice  President,    1996(4)  9,519      1,200        ---           ---
  Chief Financial
  Officer & Treasurer

James A. Orchard(5)   1997   110,850     ---           ---          5,906
  Former Vice         1996    95,500     36,800        ---          5,292
  President, Chief    1995    81,677     32,000        ---          4,547
  Financial Officer
  & Treasurer

</TABLE>

__________

(1)  See  "Executive Compensation _ Long-Term Incentive  Plans  _
     Awards  in Last Fiscal Year" for a discussion of 1997  Stock
     Performance Plan grants.
(2)  Amounts represent the Company's profit sharing  and  401(k)
     plan matching contributions.
(3)  Represents  annual amounts accrued related to  the  deferred
     compensation   agreement  for  Mr.  Hill.   See   "Executive
     Compensation   _   Employment  and   Deferred   Compensation
     Agreements."
(4)  Mr. Zimmer joined the Company in November 1996.
(5)  Mr.  Orchard  resigned  his  executive  positions  with  the
     Company effective April 30, 1997.

<PAGE 12>

Option Grants in 1997

No stock options were granted to the Named Executive Officers in 1997.

Aggregate  Option Exercises in 1997 and December 31, 1997 Option Values

     None of the Named Executive Officers exercised Company stock
options during the year ended December 31, 1997, and none of  the
Named  Executive Officers held unexercised Company stock  options
as of December 31, 1997.

Long-Term Incentive Plans _ Awards in Last Fiscal Year

      Grants of stock under the Company's Stock Performance  Plan
are intended to provide an incentive for key employees to achieve
long-range  performance  goals  of  the  Company,  generally   by
providing incentives to remain with the Company for a long period
after  the  grant date and by tying the vesting of the  grant  to
appreciation of the Company's stock price.  The table below  sets
forth  the number of shares of performance stock granted  to  the
Named Executive Officers in 1997 and the criteria for vesting.


<TABLE>
<CAPTION>

                                                  Performance or Other Period
Name                 Number of Shares(1)(2)      Until Maturation or Payout(3)
____                 ______________________      _____________________________

<S>                  <C>                         <C>

J. Hyatt Brown        ---                         ---
Jim W. Henderson      ---                         ---
Kenneth E. Hill       ---                         ---
William  A. Zimmer    2,730                       15 years
Laurel L. Grammig     ---                         ---

</TABLE>

________________

(1)  None  of  the  shares of performance stock  granted  to  Mr.
     Zimmer has vested as of the date of this Proxy Statement. In
     order  for  the  grants described above to fully  vest,  Mr.
     Zimmer would have to remain with the Company for a period of
     15  years  from the date of grant (subject to the exceptions
     set  forth  in  footnote (3) below) and the Company's  stock
     price would have to appreciate at a rate of 20% per year for
     the  five-year period beginning on the grant date  in  1997.
     For  each  20% increase in the Company's stock price  within
     such  five-year  period, dividends will be  payable  to  Mr.
     Zimmer  on  20% of the shares granted to him and Mr.  Zimmer
     will  have  the power to vote such shares.  Mr. Zimmer  will
     not  have  any of the other indicia of ownership (e.g.,  the
     right to sell or transfer the shares) until such shares  are
     fully  vested.  As of March 6, 1998, Mr. Zimmer had acquired
     dividend  and voting rights with respect to 2,184  of  these
     shares.
(2)  The  dollar value of the grant to Mr. Zimmer on the date  of
     grant  was  $50,500.  This value represents  the  number  of
     shares granted multiplied by the closing market price of the
     Company's common stock on The Nasdaq Stock Market, where the
     Company shares were then traded, on the date of grant.
(3)  If   Mr.  Zimmer's  employment  with  the  Company  were  to
     terminate before the end of the 15-year vesting period,  Mr.
     Zimmer's  interest in his shares would be  forfeited  unless
     (i)  his employment with the Company terminates as a  result
     of  his  death  or  disability,  or  (ii)  the  Compensation
     Committee,  in its sole and absolute discretion, waives  the
     conditions of the grant of performance stock.

<PAGE 13>

Employment and Deferred Compensation Agreements

      On  April 28, 1993, J. Hyatt Brown, Kenneth E. Hill and Jim
W.  Henderson all entered into similar employment agreements with
the  Company.   Each agreement may be terminated by either  party
upon  30  days advance written notice.  Compensation under  these
agreements is at amounts agreed upon between the Company and each
employee from time to time.  Additionally, for a period of  three
years  following  the termination of employment,  each  agreement
prohibits the employee from directly or indirectly soliciting  or
servicing the Company's customers.

      Brown  &  Brown,  Inc., now a subsidiary  of  the  Company,
entered  into a deferred compensation agreement with  Kenneth  E.
Hill, dated April 27, 1993.  The agreement provides that upon Mr.
Hill's  death,  retirement, disability or  other  termination  of
employment, $2,891,106 is to be paid to Mr. Hill or his  designee
in  ten equal annual installments, with no interest accruing,  if
such an event were to occur on or before March 31, 1998.  If such
an  event occurs after March 31, 1998, the amount to be  paid  to
Mr.  Hill  shall be the greater of $3,307,761 or an  amount  that
varies based on the price of the Company's common stock.

Compensation Committee Interlocks and Insider Participation

      The  members of the Company's Compensation Committee during
1997 were Samuel P. Bell, III (Chairman), J. Hyatt Brown, Bradley
Currey,  Jr.,  Theodore J. Hoepner, David H. Hughes  and  Jan  E.
Smith.  Mr. Brown is the Company's Chairman, President and  Chief
Executive Officer.

      During 1997, Samuel P. Bell, III was a shareholder  of  the
law  firm of Cobb Cole & Bell, which performed services  for  the
Company  in  1997.  That firm is expected to continue to  perform
legal services for the Company during 1998.

      J.  Hyatt Brown is a significant shareholder and a director
of  Rock-Tenn Company, which is a customer of the Company.  Rock-
Tenn's Chairman and Chief Executive Officer, Bradley Currey, Jr.,
is  a  director  of  the Company and a member  of  the  Company's
Compensation  Committee.  During 1997, the Company received  fees
and  commissions from Rock-Tenn Company aggregating approximately
$1,282,000.

      Theodore J. Hoepner is the Chairman of the Board, President
and  Chief Executive Officer of SunTrust Banks of Florida,  Inc.,
which  is  the parent company of SunTrust Bank, Central  Florida,
N.A.   In  1994,  the Company established a $10 million  line  of
credit  with  SunTrust Bank, Central Florida, N.A.   The  Company
expects  to continue to use SunTrust Bank, Central Florida,  N.A.
during  1998  for  some of its cash management  requirements.  J.
Hyatt  Brown  is a director of SunTrust Banks, Inc.,  the  parent
company  of  SunTrust Banks of Florida, Inc., and a  director  of
SunTrust Bank, East Central Florida, N.A.

Notwithstanding anything to the contrary set forth in any of  the
Company's previous filings under the Securities Act of  1933  or
the Securities Exchange Act of 1934 that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Board

<PAGE 14>

Compensation  Committee  Report  on  Executive
Compensation  and the Performance Graph shall not be incorporated
by reference into any such filings.

Board Compensation Committee Report on Executive Compensation

     The Company's overall compensation philosophy is as follows:

- -    Attract and retain high-quality people, which is crucial to
     both the short-term and long-term success of the Company;

- -    Reinforce strategic performance objectives through the  use
     of incentive compensation programs; and

- -   Create  a  mutuality  of  interest  between  the  executive
    officers and shareholders through compensation structures  that
    share the rewards and risks of strategic decision-making.

      Base  Compensation.  Salary levels for officers other  than
the Chief Executive Officer are determined by the Chief Executive
Officer  each  year  during  the first  quarter  based  upon  the
qualitative performance of each officer during the previous  year
and  guidelines  approved by the Compensation Committee.   If  an
officer  has  had no change in duties, the percentage  of  annual
salary  increases for such officer generally ranges up to  5%  of
base  salary.   Exceptional performance  may  merit  an  increase
larger than 5%.

      Annual  Bonuses.   Bonuses for managers  of  the  Company's
Retail  Division  profit centers are established  by  the  profit
center  manager  from a bonus pool allocated  to  that  manager's
profit  center through a pre-determined formula.   For  1997,  in
each  Retail Division profit center, the aggregate annual bonuses
to  be allocated among the employees of that profit center ranged
from  3%  to 12% of that profit center's operating profit  before
interest,  amortization and profit center bonus.   The  3%  bonus
level  is  met when the calculated operating profit is  at  least
18.5%  of total revenues.  For each approximate 1.3% increase  in
operating profit, the profit center bonus increases 1%, up to 10%
for  an  operating  profit percentage of 27.5%.   If  the  profit
center's operating profit percentage is equal to or greater  than
28%,  the aggregate bonus will be the maximum profit center bonus
of  12%  of  the related operating profits. The annual bonus  for
Mr.  Henderson, who served primarily as the profit center manager
for the Daytona Beach retail operation, was established based  on
a  subjective  allocation of the aggregate  profit  center  bonus
earned by the Daytona Beach retail profit center.

      The  bonuses for the executive officers who are not  profit
center managers are proposed by the Chief Executive Officer based
primarily  on objective criteria, such as the earnings growth  of
the  Company  as a whole or of the profit center  in  which  such
officer  is  located, and a subjective analysis of the  officer's
duties and performance.  The proposed bonuses are reviewed by the
Committee and either approved or revised.

      Long-Term  Compensation.   The  Committee  may  also  grant
incentive  stock  options and/or shares of performance  stock  to
officers and other key employees based upon salary levels,  sales

<PAGE 15>

production levels and performance evaluations.  No stock  options
were   granted  to  executive  officers  in  1997.    Grants   of
performance  stock  were made in 1997 to  certain  of  the  Named
Executive  Officers, as well as to other non-executive  employees
of   the   Company.   See  "Executive  Compensation  _  Long-Term
Incentive Plans _ Awards in Last Fiscal Year."

      CEO Compensation.  With respect to the salary and bonus  of
J.  Hyatt  Brown,  the  Chairman, President and  Chief  Executive
Officer of the Company, the Compensation Committee annually  sets
these  amounts by reference to the general operating  performance
of the Company. The performance criteria most closely examined by
the  Committee  are  improvements in the Company's  earnings  per
share  and  net income, as well as the continuing growth  of  the
Company's  business.  The Committee also considers salary  levels
of  chief executive officers in companies similar to the  Company
and   makes  adjustments  believed  appropriate  based  upon  the
differences  in  size of the peer companies as  compared  to  the
Company.   The  Committee reports the salary  and  bonus  amounts
recommended for the Chief Executive Officer to the full Board  of
Directors  and responds to questions, if any.  At that time,  the
Board may change salary levels or bonus amounts.

      The  $218,942 bonus recommended by the Committee (excluding
Mr.  Brown,  who  did not participate in this determination)  and
approved by the Board (excluding Mr. Brown) is 16.8% higher  than
Mr.  Brown's  1996  bonus.   This  increase  reflects  the  16.8%
increase  in  the Company's earnings per share  over  1996.   Mr.
Brown's 1997 salary was 5.1% higher than his 1996 salary.

      The financial performance of the Company during 1997 was at
the  expected budgeted levels, and the Committee took  this  into
consideration in establishing compensation levels.

                              COMPENSATION COMMITTEE

                              Samuel P. Bell, III (Chairman)
                              J. Hyatt Brown
                              Bradley Currey, Jr.
                              Theodore J. Hoepner
                              David H. Hughes
                              Jan E. Smith
<PAGE 16>

                        PERFORMANCE GRAPH
                                
      The following graph is a comparison of five-year cumulative
total returns for the Company's common stock as compared with the
cumulative total return for The Nasdaq Stock Market (U.S.) Index,
the  Standard  & Poor's 500 Index, and a group of peer  insurance
broker and agency companies (Aon Corporation, Arthur J. Gallagher
&  Co.,  Hilb, Rogal and Hamilton Company, and Marsh  &  McLennan
Companies,  Inc.).   The  returns  of  the  companies  have  been
weighted    according   to   their   respective   stock    market
capitalizations as of January 1, 1997, for purposes  of  arriving
at  a peer group average. The total return calculations are based
upon  an  assumed $100 investment on December 31, 1992, with  all
dividends reinvested.


<TABLE>
<CAPTION>
<S>                         <C>    <C>       <C>      <C>      <C>      <C>
                            1992   1993      1994     1995     1996     1997
                            ____   ____      ____     ____     ____     ____

Poe & Brown, Inc.           100    109.10    134.80   156.45   169.25   280.89

NASDAQ Stock Market (U.S.)  100    114.79    112.21   158.56   195.17   237.40

S&P 500 Index               100    107.06    105.41   141.37   170.01   222.72

Peer Group of Insurance
 Agents and Brokers         100     94.40     95.63   130.17   157.39   220.60

</TABLE>


     The Company's common stock traded on The Nasdaq Stock Market
until  December 8, 1997, when the Company effected a  listing  of
the stock on the New York Stock Exchange. The Nasdaq Stock Market
(U.S.)  Index  is  included in the graph above  for  transitional
purposes.  Henceforth,  the Company will report  the  Standard  &
Poor's  500  Index in the performance graph.  In the  peer  group
index,   Aon  Corporation  has  replaced  Alexander  &  Alexander
Services,  Inc.  ("A&A"), which had previously  appeared  in  the
index.  Aon Corporation acquired A&A in 1997.

      The Company cautions that the stock price performance shown
in  the  graph  should not be considered indicative of  potential
future stock price performance.

<PAGE 17>

               PROPOSAL 1 - ELECTION OF DIRECTORS

      The eight nominees for election as directors at the Meeting
are J. Hyatt Brown, Samuel P. Bell, III, Bradley Currey, Jr., Jim
W.  Henderson,  Kenneth E. Hill, Theodore J.  Hoepner,  David  H.
Hughes  and  Jan E. Smith.  Information concerning  each  of  the
nominees  is set forth under the caption "Management _  Directors
and  Executive  Officers." All nominees are now  members  of  the
Board  of Directors.  If elected, each of the nominees will serve
a one-year term until the next Annual Meeting of Shareholders.

      Approval  of  the  election of  directors  will  require  a
plurality of the votes cast at the Meeting, provided a quorum  is
present.  Unless otherwise indicated, votes will be cast pursuant
to  the  accompanying proxy FOR the election of  these  nominees.
Should   any  nominee  become  unable  or  unwilling  to   accept
nomination  or election for any reason, it is expected  that  the
resulting vacancy will not immediately be filled.  The Board  has
no  reason to believe that any of the nominees will be unable  or
unwilling to serve if elected.


     PROPOSAL 2 - AMENDMENT TO ARTICLES OF INCORPORATION TO
           INCREASE AUTHORIZED SHARES OF COMMON STOCK

Description of Proposed Amendment

      The  Board  of  Directors of the  Company  has  adopted  an
amendment to the Company's Articles of Incorporation to  increase
the  number of shares of common stock, $.10 par value, authorized
for  issuance from 18,000,000 shares to 70,000,000  shares.   The
Board  of Directors has directed that such proposed amendment  be
submitted  to the shareholders of the Company at the Meeting  for
their approval.

Reasons for the Proposed Amendment

      The  number  of authorized shares of common  stock  of  the
Company  is  currently 18,000,000 shares.  As of March  6,  1998,
13,188,748  shares of common stock were outstanding  and  706,983
shares  were  reserved  for issuance pursuant  to  the  Company's
employee  stock  plans,  leaving 4,104,269  unissued  shares  not
reserved.

      The  Board  believes that it is prudent to have  additional
authorized shares of common stock readily available for  issuance
in  connection with possible future acquisition transactions  and
financings, as well as for issuance under employee benefit  plans
and for other general corporate purposes.  The proposed amendment
would also provide a reserve of shares available for issuance  in
connection with possible stock splits or stock dividends.

      Currently,  the  Company has no commitments  requiring  the
issuance of additional shares of common stock for these or  other purposes,
other than possible future issuances pursuant to existing share reservations
for the Company's employee stock plans.  However, the Company is

<PAGE 18>

continually involved in discussions with third parties concerning
possible acquisitions, some of which could involve the issuance of
additional shares. In addition, the Board of Directors has appointed
a special committee to evaluate whether it would be in the Company's
interests  to adopt a shareholder rights plan. Such a plan  could
provide  management with an enhanced capacity to  counteract  the
efforts  of  unfriendly tender offerors through the  issuance  of
additional  securities.  A rights plan could also strengthen  the
ability  of the Board to resist undesirable takeovers and provide
maximum  value for the Company's shareholders.  No  decision  has
yet been made concerning whether to enact such a plan.

       Having  additional  authorized  shares  of  common   stock
available  for issuance in the future would allow  the  Board  of
Directors to issue shares in acquisitions and through public  and
private  sales  of  securities  without  the  delay  and  expense
associated   with  seeking  shareholder  approval   (other   than
shareholder approval required by applicable laws or the rules  of
the  New  York  Stock  Exchange or any other national  securities
exchange  on which shares of the Company's common stock are  then
listed).   Elimination of such delays and the expense  occasioned
by  the  necessity of obtaining shareholder approval will  better
enable  the Company to engage in acquisitions and take  advantage
of changing market and financial conditions on a more competitive
basis, as determined by the Board of Directors.

Vote Required And Board Recommendation
                                
      Approval of the proposed amendment requires the affirmative
vote  of  owners of a majority of the outstanding shares  of  the
Company's common stock entitled to vote in person or by proxy  at
the  Meeting, at which a quorum is present and voting.  The Board
of  Directors  unanimously approved the amendment and  recommends
that shareholders vote FOR the proposal to amend the Articles  of
Incorporation.
                                
   PROPOSAL 3 - AMENDMENT TO 1990 EMPLOYEE STOCK PURCHASE PLAN

General

      On  January  16,  1998, the Company's  Board  of  Directors
amended  the  1990  Employee Stock Purchase Plan  (the  "Purchase
Plan")   and  approved  submission  of  the  amendment   to   the
shareholders for their approval.  The Purchase Plan was initially
adopted   by  the  Board  of  Directors  and  approved   by   the
shareholders  in  1990.   The  amendment  to  the  Purchase  Plan
increases  the number of shares available for purchase under  the
Purchase  Plan  from 375,000 to 750,000 shares.  A  copy  of  the
Purchase  Plan  may  be  obtained upon  written  request  to  the
Company's  Corporate  Secretary at the  address  listed  on  page
______.

Plan Description

      The following summary describes the principal features of the
Purchase Plan.   The purpose of the Purchase Plan is to advance the
interests of the Company and its shareholders by facilitating the
acquisition and ownership of shares of common stock of the Company by

<PAGE 19>

employees of the Company so that  their proprietary interests in the
Company's  continued  success  and their continuance as employees may
be encouraged.

      The  Purchase  Plan  is administered  by  the  Compensation
Committee  of  the  Board of Directors (the  "Committee").   Once
during  each  successive period of twelve  calendar  months,  the
Company  may  make  offerings to eligible employees  to  purchase
shares  of  the  Company's common stock under the Purchase  Plan.
With  respect  to each such offering, the Committee  specifies  a
calendar   month  in  which  eligible  employees  may  elect   to
participate  in  an  offering  (the "Offering  Period")  and  the
maximum number of shares that may be purchased under the offering
by all eligible employees.

      Any person who is employed by the Company on the first  day
of the Offering Period other than (a) an employee whose customary
employment  is  20 hours or less per week, and  (b)  an  employee
whose  customary employment is for not more than 5 months in  any
calendar  year, is eligible to participate in the  Purchase  Plan
beginning  on the first day of the month following that  person's
completion of 30 days employment with the Company. Directors  who
are not officers or employees of the Company are not eligible  to
participate  in the Purchase Plan.  In addition, no employee  may
subscribe  for  any  shares  under  the  Purchase  Plan  if  such
employee,  immediately after such subscription, would own  shares
possessing 5% or more of the total combined voting power or value
of  all classes of stock of the Company.  It is estimated that as
of  December  31,  1997,  approximately  1,000  individuals  were
eligible to participate in the Purchase Plan.

     All eligible employees may purchase shares during the twelve
calendar months beginning on the first day of the calendar  month
immediately following the Effective Date (the "Purchase Period").
The  Effective  Date  is  the tenth business  day  of  the  first
calendar   month   immediately  following  the  Offering   Period
specified  by the Committee. The purchase price for shares  under
any offering is 85% of the lesser of (a) the fair market value of
the  shares  as  of  the  Effective Date (the  "Initial  Offering
Price"),  or (b) the fair market value of the shares  as  of  the
last business day of the Purchase Period (the "Alternate Offering
Price").   As of March 6, 1998, the closing price for  shares  of
the  Company's  common stock on the New York Stock Exchange  (the
"NYSE") was $38.00 per share.

      Eligible  employees  may subscribe to  purchase  shares  by
authorizing  payroll deductions of not less than  $2.00  per  pay
period and not exceeding 10% of the employee's base pay.  Payroll
deductions  are  made  in approximately equal  amounts  for  each
employee's  pay period, which shall aggregate the purchase  price
of  the  shares  subject to subscription  based  on  the  Initial
Offering Price.

      Subject to restrictions imposed by applicable law,  if  the
total  number  of  shares that all eligible  employees  elect  to
purchase  under  any  offering exceeds the shares  available  for
purchase  under  that offering, the Committee makes  a  pro  rata
allocation   of   all   of  the  available  shares   among   such
participating  employees, based upon the ratio  that  the  dollar
amount  of  each employee's subscription bears to  the  aggregate
dollar amount of all participating employees' subscriptions.

<PAGE 20>


      The  Board of Directors may amend or terminate the Purchase
Plan  at  any  time,  except  that the  Board  may  not,  without
shareholder approval, (a) increase the maximum number  of  shares
that  may  be purchased under the Purchase Plan, (b)  reduce  the
purchase price per share, or (c) make any change or addition that
is inconsistent with the requirements of applicable tax laws.  No
amendment of the Purchase Plan, without the consent of the holder
of  any  outstanding subscription, may materially  and  adversely
affect such participating employee's rights with respect to  such
subscription.

      Because the purchase of shares under the Purchase  Plan  is
discretionary with all eligible employees and the valuation  date
for the Company's securities under  the Purchase Plan occurs at a
future  date, the actual benefit or amounts that may be  received
by  or  allocated  to Company employees under the  Purchase  Plan
cannot  be determined.  Therefore, it would not be meaningful  to
include  information  as to the amount or value  of  shares  that
would  be  distributable  to  all  employees,  or  to  groups  of
employees, or to any particular employee.

Vote Required and Board Recommendation

      Of the 375,000 shares currently reserved under the Purchase
Plan,  only 64,510 shares remained available for issuance  as  of
March 6, 1998.  The Board of Directors believes that these shares
will  be  exhausted within the next two years and has adopted  an
amendment  to  increase the number of shares that may  be  issued
under  the Purchase Plan to 750,000.  In all other respects,  the
Purchase Plan will remain unchanged.  The proposed amendment will
be approved if the votes cast by holders of shares represented at
the  Meeting  and  entitled  to vote  favoring  approval  of  the
amendment  exceed  the  votes  cast  opposing  approval  of   the
amendment.   The  Board  of  Directors unanimously  approved  the
amendment  to  the Purchase Plan and recommends a  vote  FOR  the
proposal to approve the amendment.
                                
        PROPOSAL 4 - AMENDMENT TO STOCK PERFORMANCE PLAN
                                
General

       On  January  16,  1998, the Company's Board  of  Directors
amended  the  Company's Stock Performance Plan (the  "Performance
Plan")   and  approved  submission  of  the  amendment   to   the
shareholders  for  their  approval.   The  Performance  Plan  was
initially adopted by the Board of Directors in 1995 and  approved
by  the  shareholders in 1996.  The amendment to the  Performance
Plan  increases the number of shares available for issuance under
the  Performance Plan from 600,000 to 900,000.   A  copy  of  the
Performance  Plan  may be obtained upon written  request  to  the
Company's  Corporate  Secretary at the  address  listed  on  page
_____.

<PAGE 21>

Plan Description

      The  following summary describes the principal features  of
the Performance Plan.  The purpose of the Performance Plan is  to
attract  and retain key employees, provide an incentive  for  key
employees  to  achieve long-range performance goals,  and  enable
such  employees  to  share in the successful performance  of  the
Company's  common  stock,  as  measured  against  pre-established
performance goals.

      The  Performance  Plan is administered by the  Compensation
Committee of the Board of Directors (the "Committee").  Any full-
time  salaried employee of the Company is eligible to  receive  a
grant  of  shares  of  the  Company's  common  stock  under   the
Performance Plan ("Performance Stock").  Although the Performance
Plan  does  not restrict participation to any class of employees,
the  Company  expects that participation will  be  limited  to  a
select   group   of  Company  leaders  (including   non-executive
officers)  deemed by the Committee to be key to  the  successful
operation  of the Company.  As of December 31, 1997, the  Company
had 1,082 full-time equivalent employees, all of whom (other than
Committee   members)   were  eligible  to  participate   in   the
Performance Plan.

      An  employee's interest in the shares of Performance  Stock
granted to him or her will become fully vested and nonforfeitable
upon  such  employee's completion of fifteen years of  continuous
service for the Company following the date of the grant, provided
any  other  conditions  specified  by  the  Committee  have  been
satisfied.  If such employee's employment terminates  before  the
end  of such fifteen-year period, the employee's interest in  the
granted  shares  will be forfeited unless (i)  the  employee  has
attained age 64, (ii) the employee's employment with the  Company
terminates  as  a  result of his or her death or  disability,  or
(iii)  the Committee, in its sole and absolute discretion, waives
the conditions of the grant.

      In  its  discretion,  the Committee may  make  a  grant  of
Performance Stock effective only upon the satisfaction of one  or
more  additional conditions that the Committee deems  appropriate
under the circumstances for key employees in general or for a key
employee in particular.  Such conditions in the past have related
to  objective standards for stock price appreciation, but  future
grants  may  also  be  tied to employment  performance  or  other
factors.

      If  a  cash  dividend is declared on a share of Performance
Stock  after  the date that any stock performance, employment  or
other  condition  attached to the grant has been  satisfied  (the
"Condition   Satisfaction  Date"),  but  before  the   employee's
interest  in the Performance Stock is forfeited or becomes  fully
vested and nonforfeitable, the Company will pay the cash dividend
directly to the employee.  If a stock dividend is declared  on  a
share of Performance Stock after the Condition Satisfaction Date,
but  before the employee's interest in the Performance  Stock  is
forfeited  or becomes fully vested and nonforfeitable, the  stock
dividend  will  be treated as part of the grant  of  the  related
Performance  Stock,  and the employee's interest  in  such  stock
dividend  will be forfeited or become nonforfeitable at the  same
time  as  the Performance Stock with respect to which  the  stock
dividend  was  paid  is forfeited or becomes  nonforfeitable.  An
employee  will be allowed to exercise voting rights with  respect
to a share of Performance Stock 

<PAGE 22>

after the Condition Satisfaction Date, but before the employee's interest
in the Performance Stock is forfeited or becomes fully vested and
nonforfeitable.

      Shares  of  stock granted to an employee will cease  to  be
Performance Stock at such time as the employee's interest in such
shares   becomes  fully  vested  and  nonforfeitable  under   the
Performance  Plan, and the certificate representing  such  shares
will then be transferred to such employee.  Shares subject to the
Performance Plan will be reserved to the extent the Company deems
appropriate  from authorized but unissued shares of common  stock
and  from issued shares of common stock that have been reacquired
by  the  Company.   Furthermore, any shares of Performance  Stock
that  are forfeited by employees under the Performance Plan shall
again become available for issuance under the Performance Plan.

      If  the Company agrees to sell all or substantially all  of
its  assets  or  agrees to any merger, reorganization,  or  other
corporate transaction in which its common stock is converted into
another  security  or  into the right to  receive  securities  or
property,  and such agreement does not provide for the assumption
or  substitution of shares of Performance Stock granted under the
Performance  Plan,  all  such shares of  Performance  Stock  will
become fully vested and nonforfeitable.  In the event of a Change
in  Control  (as defined below), the Board of Directors  has  the
right  to  take  such  action  with  respect  to  any  shares  of
Performance  Stock  as  the  Board deems  appropriate  under  the
circumstances.  Furthermore, the Board of Directors has the right
to  take different action with respect to different employees  or
different  groups  of  employees as the Board  deems  appropriate
under the circumstances.  The term "Change in Control" means  (i)
the  acquisition of the power to direct, or cause  the  direction
of,  the  management and policies of the Company by a  person  or
entity not previously possessing such power, acting alone  or  in
conjunction with others, whether through ownership of  stock,  by
contract  or  otherwise,  or (ii) the  acquisition,  directly  or
indirectly,  of  the power to vote 20% or more of  the  Company's
outstanding   common  stock  by  a  person,  entity   or   group.
Notwithstanding  the foregoing, all shares of  Performance  Stock
will  become fully vested and nonforfeitable in the event of  (a)
any  tender  or  exchange  offer for the Company's  common  stock
accepted by a majority of the shareholders of the Company, or (b)
the  death  of J. Hyatt Brown, the Company's Chairman,  President
and  Chief  Executive  Officer, and the subsequent  sale  of  the
shares owned by Mr. Brown prior to his death.

      The  Performance  Plan  may be  amended  by  the  Board  of
Directors, except that no amendment to the Performance  Plan  may
be  made  without the approval of the shareholders of the Company
if  the  effect  of the amendment would be (i)  to  increase  the
number  of  shares  of  stock reserved  for  issuance  under  the
Performance Plan, (ii) to change the class of employees  eligible
for grants of Performance Stock or to otherwise materially modify
the  requirements  as  to eligibility for  participation  in  the
Performance  Plan, or (iii) to otherwise materially increase  the
benefits accruing to employees under the Performance Plan.

       The  Board  of  Directors  may  suspend  the  granting  of
Performance Stock under the Performance Plan at any time and  may
terminate the Performance Plan at any time, except that the Board
may  not modify, amend or cancel any shares of Performance  Stock
granted  before  such suspension or termination  unless  (i)  the
employee  to whom the Performance Stock has been

<PAGE 23>

granted consents in writing to such modification, amendment or cancellation,
(ii) a dissolution or liquidation of the Company has occurred, (iii)
the  amendment is made to reflect an equitable adjustment  for  a
change in the Company's capitalization (such as a stock split  or
stock  dividend), or (iv) the Company has engaged  in  a  merger,
reorganization, sale of substantially all its assets, or  similar
transaction,   in  which  case  the  shares  will   either   vest
immediately  or  appropriate provisions  will  be  made  for  the
assumption or substitution of shares of Performance Stock.

      No  shares of Performance Stock may be granted on or  after
the earlier of the following dates:  (i) the tenth anniversary of
the  effective date of the Performance Plan, in which  event  the
Performance  Plan  will otherwise continue in  effect  until  all
Performance Stock theretofore granted has been forfeited  or  the
conditions  for nonforfeitability have been completely satisfied;
or  (ii)  the date on which all the shares of stock reserved  for
issuance  under  the Performance Plan have, as a  result  of  the
satisfaction of the conditions for nonforfeitability, been issued
or no longer are available for use under the Performance Plan, in
which  event  the  Performance Plan also will terminate  on  such
date.

       Because  the  employees  chosen  to  participate  in   the
Performance  Plan,  the number of shares to  be  issued  to  such
employees,  and  the  conditions applicable to  such  grants  are
within  the  sole and absolute discretion of the  Committee,  the
actual benefit or amounts that may be received by or allocated to
Company   employees  under  the  Performance   Plan   cannot   be
determined.   Therefore, it would not be  meaningful  to  include
information  as to the amount or value of shares  that  would  be
distributable to all employees, or to groups of employees, or  to
any particular employee.

Vote Required and Board Recommendation

      Of the 600,000 shares currently reserved for issuance under
the  Performance Plan, only 213,855 shares remained available for
grants as of March 6, 1998.  The Board of Directors believes that
these shares may be exhausted within the next few years, and  has
adopted an amendment to increase the number of shares that may be
issued  under  the  Performance Plan to 900,000.   In  all  other
respects,  the  Performance  Plan  will  remain  unchanged.   The
amendment  to the Performance Plan will be approved if the  votes
cast by holders of shares represented at the Meeting and entitled
to  vote favoring approval of the amendment exceed the votes cast
opposing  approval  of  the amendment.  The  Board  of  Directors
unanimously  approved the amendment to the Performance  Plan  and
recommends a vote FOR the proposal to amend the Performance Plan.
                                
 INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      Representatives of Arthur Andersen LLP, independent  public
auditors  for  the Company for fiscal 1997 and  for  the  current
year,  are  expected  to  be present  at  the  Meeting  with  the
opportunity to make a statement if they desire to do  so  and  to
respond to appropriate questions posed by shareholders.

<PAGE 24>

                    PROPOSALS OF SHAREHOLDERS

       Proposals of shareholders intended for presentation at the
1999  annual meeting must be received by the Company on or before
November 23, 1998, in order to be included in the Company's proxy
statement and form of proxy for that meeting.

                          OTHER MATTERS

       The  Company  will  provide to any shareholder,  upon  the
written  request  of such person, a copy of the Company's  Annual
Report  on Form 10-K, including the financial statements and  the
schedules  thereto, for its fiscal year ended December 31,  1997,
as  filed with the Securities and Exchange Commission pursuant to
Rule  13a-1 under the Securities Exchange Act of 1934.  Any  such
request should be directed to Poe & Brown, Inc., 401 East Jackson
Street,  Suite  1700, Tampa, Florida 33602, Attention:  Corporate
Secretary.  No  charge  will be made for copies  of  such  annual
report;  however, a reasonable charge will be made for copies  of
the exhibits.


                                    By  Order of the Board of Directors



                                   Laurel L. Grammig
                                   Secretary
Tampa, Florida
March ___, 1998


<PAGE>

                                                 PRELIMINARY COPY
                        POE & BROWN, INC.

220  South  Ridgewood Avenue                   401  East  Jackson
Street, Suite 1700
Daytona Beach, Florida 32114                 Tampa, Florida 33602

                              PROXY

   This Proxy is Solicited on Behalf of the Board of Directors

      The  undersigned  hereby appoints  Laurel  L.  Grammig  and
William  A. Zimmer, or either of them, as Proxies, each with  the
power  to  appoint  his or her substitute, and hereby  authorizes
them or their substitutes to represent and to vote, as designated
below,  all the shares of common stock of Poe & Brown, Inc.  held
of  record  by  the undersigned on March 6, 1998, at  the  Annual
Meeting  of  Shareholders to be held on April 29,  1998,  or  any
adjournments thereof.

1.  ELECTION OF DIRECTORS   FOR all nominees listed below  WITHHOLD AUTHORITY
                            (except as marked to the       to vote for all
                              contrary below)               nominees listed
                                                            below

(INSTRUCTION:  To withhold authority to vote for  any  individual
nominee,  strike a line through the nominee's name  in  the  list
below)

      J.  Hyatt Brown; Samuel P. Bell, III; Bradley Currey,  Jr.;
      Jim W. Henderson; Kenneth E. Hill; Theodore J. Hoepner;
      David H. Hughes; Jan E. Smith

2.  PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
    INCREASE  THE  NUMBER OF AUTHORIZED SHARES OF  COMMON  STOCK
    FROM 18,000,000 TO 70,000,000

    FOR             AGAINST              ABSTAIN

3. PROPOSAL  TO AUTHORIZE 375,000 ADDITIONAL SHARES  OF  COMMON
   STOCK  FOR  ISSUANCE  UNDER  THE  COMPANY'S  EMPLOYEE  STOCK
   PURCHASE PLAN

    FOR             AGAINST              ABSTAIN

4. PROPOSAL  TO AUTHORIZE 300,000 ADDITIONAL SHARES  OF  COMMON
   STOCK  FOR  ISSUANCE UNDER THE COMPANY'S  STOCK  PERFORMANCE
   PLAN

    FOR             AGAINST              ABSTAIN

5. In  their discretion the Proxies are authorized to vote upon
   such other business as may properly come before the meeting.

    This  proxy  when properly executed will be  voted  in  the
manner  directed  herein by the undersigned  shareholder.  If  no
direction is made, this proxy will be voted for Proposals 1-4.

               Please sign exactly as name appears at left.  When
     shares  are  held by joint tenants, both should  sign.  When
     signing  as  attorney, executor, administrator,  trustee  or
     guardian,  please give full title as such. If a corporation,
     please  sign  in full corporate name by President  or  other
     authorized  officer.  If  a  partnership,  please  sign   in
     partnership name by authorized person.

                              DATED ______________________, 1998


<PAGE>

                              _______________________________

                              Signature


                              _______________________________
                              Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.


<PAGE>
 
                           APPENDIX A

                        POE & BROWN, INC.
                1990 EMPLOYEE STOCK PURCHASE PLAN
              As amended, effective April 30, 1996
                                
      This Employee Stock Purchase Plan (hereafter referred to as
the "Plan") was adopted this 24th day of January, 1990, by Poe  &
Brown,   Inc.  (formerly  Poe  &  Associates,  Inc.),  a  Florida
corporation, upon the following terms and conditions:

     1.   Definitions.  Except as otherwise expressly provided in
this  Plan,  the  following  capitalized  terms  shall  have  the
respective meanings hereafter ascribed to them:

           (a)   "Alternate Offering Price" means 85% of the Fair
Market  Value of the Shares as of the last business  day  of  the
Purchase Period;

           (b)  "Base Pay" means an Employee's basic gross annual
salary  (including  commissions,  but  excluding  overtime   pay,
premium  pay,  bonuses,  profit participation  distributions,  or
approved  expenses)  as  of a date specified  by  the  Committee,
projected on an annual basis;

          (c)  "Board" shall mean the Board of Directors of Poe;

          (d)   "Corporation" means Poe & Brown, Inc.  (formerly
Poe  &  Associates,  Inc.) and each and all of  any  present  and
future subsidiaries;

          (e)   "Code" shall mean the Internal Revenue  Code  of
1986, as amended;

          (f)  "Committee" means the Employee Stock Purchase Plan
Committee described in Article 4 hereof, as such Committee  shall
exist from time to time;

          (g)   "Effective Date" means the 10th business day  of
the  first  calendar  month immediately  following  the  Offering
Period;

          (h)    "Employee"  shall  be  an  employee   of   the
Corporation;

          (i)  "Fair Market Value" during such time as the Shares
are not traded in any securities market shall be determined by  a
good  faith  effort  of  the Board, using its  best  efforts  and
judgment.   During  such  time as the  Shares  are  traded  in  a
securities  market  but  not  listed upon  an  established  stock
exchange,  the  Fair Market Value per share  shall  be  the  mean
between dealer "bid" and "ask" prices in the securities market in
which  it  is traded, as reported by the National Association  of
Securities  Dealers,  Inc.   If the Shares  are  listed  upon  an
established  stock exchange or on the National Market  System  of
the   National   Association  of  Securities  Dealers   Automated
Quotations System ("NASDAQ/NMS"), such Fair Market Value shall be
deemed  to  be  the closing price on such stock  exchange  or  on
NASDAQ/NMS, or if no sale of any Shares shall have been made on a
valuation date, on the next preceding day on which there was such a


<PAGE>

sale.   Subject  to the foregoing, the Board shall  have  full
authority and discretion in fixing Fair Market Value and shall be
fully protected in doing so;

           (j)   "Initial Offering Price" means 85% of  the  Fair
Market Value of the Shares on the Effective Date;

           (k)   "Offering  Period"  means  the  calendar  month
specified by the Committee pursuant to Article 5 hereof;

           (l)  "Payroll Deduction Authorization Form" means  the
form  specified  from  time  to time  by  the  Committee  whereby
eligible Employees elect to participate in an offering under  the
Plan  and  to subscribe for a maximum number of Shares of  Common
Stock;

          (m)  "Poe" shall mean Poe & Brown, Inc. (formerly Poe &
Associates, Inc.);

          (n)   "Purchase  Period"  means  the  period  of   12
successive  calendar months beginning on the  first  day  of  the
calendar month immediately following the Effective Date;

          (o)   "Shares"  shall mean Poe & Brown, Inc.'s  common
stock,  par  value $.10 per share, or other securities  resulting
from an adjustment under Article 21 of this plan;

          (p)  "Subsidiary" shall mean any corporation that meets
the  definition of "Subsidiary Corporation" contained in  Section
425(f) of the Code.

      2.    Purpose.  The purpose of this Plan is to advance  the
interests   of   the   Corporation  and  its   stockholders,   by
facilitating the acquisition and ownership of Shares of Poe, upon
the  terms  herein set forth, by Employees of the Corporation  in
order  that  their  proprietary  interest  in  the  Corporation's
continued  success  and their continuance  as  Employees  of  the
Corporation may be encouraged.

      3.    Shares Offered.  The total number of Shares available
under  the  Plan  shall be 375,000 Shares, which  Shares  may  be
either  authorized  but unissued or reacquired  Shares.   If  any
subscription or portion thereof shall expire, lapse, or terminate
for  any reason without the rights under such subscription having
been  exercised  in full, the unpurchased Shares covered  thereby
shall  be  added to the Shares otherwise available for  offerings
under the Plan.

      4.   Administration.  The Plan shall be administered by  an
Employee  Stock  Purchase Plan Committee, which  shall  initially
consist  of  three persons appointed from time  to  time  by  the
Board,  at least one of whom shall be a member of the Board.   No
member  of  the  Board or the Committee shall be liable  for  any
action,  omission to act, or determination made  in  good  faith.
Subject  to  the  express provisions of the Plan,  the  Committee
shall  have  authority  to  make rules and  regulations  for  the
administration of the Plan.  The Committee may correct any defect
or supply any omission or reconcile any inconsistency in the Plan
in  the manner and to the extent it shall deem expedient to carry it into
effect, and it shall be the sole and final judge of such expediency. Any
determination of the Committee concerning the matters referred to in this


<PAGE>

Article or the construction or interpretation by the Committee of any
provision of the Plan shall be conclusive unless otherwise determined
by the Board. 

      The Board may from time to time remove members from, or add
members  to, the Committee.  Vacancies on the Committee,  however
caused, shall be filled by the Board.  The Committee shall select
one  of its members as chairman, and shall hold meetings at  such
times  and  places  as  it  may determine.   A  majority  of  the
Committee, acting at any meeting in which a quorum is present, or
acts  reduced  to  or approved in writing by a  majority  of  the
entire Committee, shall be the valid acts of the Committee.

      5.    Offerings.   Once  during each successive  period  of
twelve  calendar  months, commencing on  the  first  day  of  the
Offering  Period specified by the Committee for  the  first  such
offering,   the  Corporation  may  make  offerings  to   eligible
Employees  to  purchase Shares under the Plan.  With  respect  to
each  such  offering,  the Committee shall specify  the  Offering
Period  and  the maximum number of Shares that may  be  purchased
under the offering by all eligible Employees.

      6.    Eligibility.   Any  person who  is  employed  by  the
Corporation, other than (a) Employees whose customary  employment
is  20  hours or less per week and (b) Employees whose  customary
employment is for not more than five months in any calendar year,
shall  be  eligible to participate in the Plan beginning  on  the
first  day of the month following that person's completion of  30
days employment with the Corporation.  Notwithstanding the 30-day
employment  requirement specified above, the  Committee,  in  its
sole  discretion, may waive this requirement in the case  of  any
Employee  of subsidiaries recently acquired or organized  by  the
Corporation. The word "Employees" shall include officers but  not
persons who are solely directors.

     Notwithstanding anything herein to the contrary, no Employee
shall be permitted to subscribe for any Shares under the Plan  if
such  Employee immediately after such subscription,  owns  Shares
(including  all  Shares that may be purchased  under  outstanding
subscriptions  under the Plan or outstanding  options  under  any
stock  option plan of the Corporation) possessing 5% or  more  of
the  total combined voting power or value of all classes of stock
of the Corporation or of any parent.  For purposes of determining
ownership percentage, the attribution rules of Section 425(d)  of
the  Code shall apply.  No Employee shall be allowed to subscribe
for   any  Shares  under  the  Plan  to  the  extent  that   such
subscription would permit his rights to purchase Shares under all
stock  purchase  plans  of  the Corporation  and  its  subsidiary
corporations  to accrue (within the meaning of Section  423(b)(8)
of   the Code) at a rate that exceeds $25,000 (or such amounts as
may  be  specified from time to time in Section 423(b)(8) of  the
Code)  of  fair  market value of such Shares (determined  on  the
Effective Date) for each calendar year in which such subscription
is outstanding at any time.

      7.   Participation.  An eligible Employee may subscribe  to
purchase  one or more whole Shares by completing and  mailing  or
delivering  a  Payroll  Deduction  Authorization  Form   to   the
Committee  during the Offering Period (or, in  the  case  of  new
employees, within 30 days after their hire date), and authorizing
in such form payroll deductions of even dollar amounts not  


<PAGE>

less than $2.00 per pay period, and not exceeding 10% of his Base  Pay
(pro-rated,  based  on date of eligibility).  The  execution  and
delivery of such form by an eligible Employee shall be deemed  to
be  a  subscription to purchase a number of whole Shares (subject
to  Articles  12  and  23) determined by dividing  the  aggregate
annual  payroll deductions authorized in such form by the Initial
Offering   Price.   Rights  under  the  subscription   shall   be
exercisable in the manner and to the extent hereinafter  provided
and to the extent not so exercised shall lapse as of the last day
of the Purchase Period.

      8.    Effective  Date  and  Purchase  Period.   All  valued
subscriptions completed and received by the Committee within  the
appropriate time frame (and, in the discretion of the  Committee,
those  subscriptions  completed during the  Offering  Period  and
received  by the Committee prior to the Effective Date)  will  be
deemed  accepted on the Effective Date, subject to any allocation
of  Shares  pursuant to Article 23.  On the Effective Date,  each
Employee  who  has  completed and delivered a valid  subscription
shall  be deemed to have received an option to purchase a maximum
number  of  Shares equal to the number of whole Shares for  which
such  Employee  subscribed, subject to allotment as  provided  in
Article  23.  Notwithstanding the possibility that the  Alternate
Offering  Price may be lower than the Initial Offering Price,  in
no event may an Employee purchase a greater number of Shares than
the  number determined pursuant to Article 7.  Subscriptions  for
Shares shall be payable in equal installments during the Purchase
Period.

      9.    Method of Payment.  Payment shall be made by  payroll
deductions of approximately equal amounts for each Employee's pay
period,  which shall aggregate the purchase price of  the  Shares
subject  to  subscription, based on the Initial  Offering  Price.
However, if it is not practicable to make such calculation at the
commencement  of  the Purchase Period, the Committee  may  select
another  basis for determining the rate of deductions during  the
Purchase Period.

     10.  Deduction Changes and Cancellation.  An Employee may at
any  time decrease his payroll deduction and his subscription  by
filing  a  new Payroll Deduction Authorization Form.  An Employee
may  also cancel future payroll deductions (without affecting the
balance  in  his  account at the time of  such  cancellation)  by
written notice to the Committee.  Any such change or cancellation
will become effective as soon as practicable after receipt of the
form  or  appropriate notice.  A payroll deduction may be reduced
only  once during any Purchase Period and an Employee who cancels
future   payroll  deductions  may  not  again  authorize  payroll
deductions  during the Purchase Period in which such cancellation
becomes  effective.   An Employee may not  increase  his  payroll
deduction at any time during the Purchase Period.

      11.   Accumulated Deductions and Interest.  The Corporation
will  accumulate  and  hold  for  each  participating  Employee's
account  the amounts paid by him.  No interest will  be  paid  or
allowed  on  any money paid by the participating Employees  under
any circumstances.

      12.  Withdrawal of Funds.  The Corporation will maintain  a
separate payroll deduction account for each participating Employee. 
An Employee may at any time during the Purchase Period and for any
reason permanently withdraw any full balance accumulated in his account that


<PAGE>

has not been applied toward the purchase of the Shares subject to his
subscription, and thereby withdraw from participation in an offering.
Any such withdrawal shall be effected by written notice to the Committee.
A withdrawing  Employee  may  not thereafter  participate  in  that
offering but shall, if he is otherwise eligible, be permitted  to
participate  in  any  future offering under  the  Plan.   Partial
withdrawals will not be permitted.

      13.   Purchase  Price and Purchase of Shares.   Subject  to
Articles  14  and  18, the purchase price for  Shares  under  any
offering will be the lesser of (a) the Initial Offering Price, or
(b)  the  Alternate Offering Price.  In no event, however,  shall
the  purchase price be less than the par value per share  on  the
last day of the Purchase Period.

      On  the  last  business  day of the  Purchase  Period,  the
Alternate Offering Price shall be ascertained and the account  of
each participating Employee shall be totaled.  Shares subject  to
a  subscription  may  be purchased only with  funds  accumulated,
pursuant  to  the  provisions of this Plan,  in  a  participating
Employee's  account.   If  a participating  Employee  shall  have
sufficient  funds in his account to purchase one  or  more  whole
Shares  at  the  lower  of  the Initial  Offering  Price  or  the
Alternate  Offering Price, the Employee shall be deemed  to  have
exercised his option to purchase such Share or Shares (up to  the
number  of  Shares  subject to his subscription)  at  such  lower
price.   His  account  shall be charged for  the  amount  of  the
purchase  price,  and a certificate, representing  the  aggregate
number  of  Shares purchased, shall be issued to him as  of  such
date, and delivered to him as promptly as practicable thereafter.

     Any balance remaining in an Employee's account at the end of
a  Purchase Period (including any balance resulting from  use  of
the  Alternate  Offering Price rather than the  Initial  Offering
Price  as  the purchase price) will be refunded to him, and  that
part of his subscription, if any, for which Shares are not issued
shall  be  deemed canceled and of no further effect.  Unless  the
Committee  otherwise determines, any original issue  stamp  taxes
will  be paid by deductions from an Employee's account or in cash
by the Employee.

       14.    Prepayment  of  Subscription.   Each  participating
Employee  shall  have  the right, at any  time  after  the  third
calendar  month  in the Purchase Period, to prepay  the  purchase
price;  provided, that such prepayment shall be  based  upon  the
Initial  Offering  Price and no refunds shall be  made.   Partial
prepayments will not be permitted.

      15.  Interruption of Employment and Leaves of Absence.   In
the  event  an  Employee's employment is temporarily  interrupted
because  of  military or sick leave or other bona fide  leave  of
absence  approved  by the Committee, the Employee  may  elect  to
continue  to  participate in the Plan by failing to  withdraw  as
provided   in  Article  12.   No  payroll  deductions  or   other
contributions need be made during the period of such interruption
but  the  Employee  may, prior to the last business  day  of  the
Purchase  Period, pay to the Corporation directly for  credit  to
his  account, and not by way of payroll deduction, the  aggregate
amount  that would have been deducted pursuant to such Employee's
Payroll Deduction Authorization Form had his employment not  been
interrupted.   Such  payment may be made in  a  lump  sum  or  in
installments  terminating before the last  business  day  of  the


<PAGE>

Purchase  Period, as the Committee shall determine.   Failure  to
make or arrange for such payment in full before the last business
day of the Purchase Period shall not cause the subscription to be
canceled with respect to the amount accumulated in the Employee's
account.  Notwithstanding the foregoing, the provisions  of  this
Article  shall  apply only if an interruption of employment  does
not  exceed  90  days  or,  if it does exceed  90  days,  if  the
Employee's  right  to  reemployment after  such  interruption  is
guaranteed  by  either  statute  or  contract.   Otherwise,   any
interruption  of  employment shall be deemed  a  termination  and
shall be governed by Article 18 hereof.

        16.     Registration   of   Certificates.    Certificates
representing  Shares purchased under this Plan may be  registered
in the name of the Employee or, if he so indicates on his Payroll
Deduction  Authorization Form, in his name  and  another  jointly
with the right of survivorship.

      17.   Rights  as  a  Stockholder.  None of  the  rights  or
privileges  of a stockholder of the Corporation shall exist  with
respect to Shares subject to this Plan until the date as of which
certificates representing such Shares are issued.

       18.   Rights  on  Retirement,  Death  or  Termination   of
Employment.    In   the  event  of  a  participating   Employee's
retirement,  death  or  termination  of  employment,  no  payroll
deduction shall be taken from any compensation due and  owing  to
him at such time.  The amount in the Employee's account shall  be
applied as of the last day of the Purchase Period (in the  manner
set  forth  in  Article  13),  as if  the  retirement,  death  or
termination  of employment had not occurred, unless the  Employee
or,  in the event of his death, the person or persons to whom his
right  under  the  subscription passes by will  or  the  laws  of
descent and distribution (including his estate during the  period
of  administration) requests in writing prior to the last day  of
the    Purchase   Period   that   such   amount   be    refunded.
Notwithstanding  the  foregoing,  if  the  retirement,  death  or
termination  of employment occurs more than three  months  before
the  last day of the Purchase Period, the last day of the  second
calendar month following the month in which the retirement, death
or  termination of employment occurs shall be deemed  to  be  the
last day of the Purchase Period for all purposes of the Plan with
respect to such Employee, except that the purchase price  of  the
Shares  subject to subscription shall be based upon  the  Initial
Offering Price.

      An Employee of a Corporation that ceases to be a subsidiary
shall be deemed to have terminated his employment for purposes of
this  Article  as of the date such Corporation  ceases  to  be  a
subsidiary unless as of such date, the Employee shall  become  an
Employee  of  the Corporation or any subsidiary then included  in
the Plan.

     19.  Rights Not Transferable.  Except as provided in Article
18,  no  participating Employee shall have  any  right  to  sell,
assign,  transfer,  pledge or otherwise dispose  of  or  encumber
either  his  right to participate in the Plan or his interest  in
the fund accumulated for his benefit, and such right and interest
shall  not  be  liable for or subject to the debts, contracts  or
liabilities of such Employee.  If any such action is taken by the
Employee,  or  if  any claim is asserted by  another  party  with
respect to such right and interest, such action or claim will  be
treated  as notice of withdrawal, and except as may otherwise  be
required by law, refund will be made to such Employee as provided
in Article 11.



<PAGE>

      20.   Application of Funds.  The proceeds received  by  the
Corporation from the sale of Shares pursuant to this Plan will be
used  for general corporate purposes.  The Corporation shall  not
be required to segregate accumulated payroll deductions under the
Plan.

     21.  Adjustment Upon Change of Shares.  If a reorganization,
merger,    consolidation,   reclassification,   recapitalization,
combination  or exchange of shares, stock split, stock  dividend,
rights   offering  or  other  event  affecting  Shares   of   the
Corporation  occurs,  then  the  number  and  class   of   Shares
authorized  under this Plan, the number and class of Shares  then
subject  to  outstanding subscriptions, and the Initial  Offering
Price or the Alternate Offering Price shall be equitably adjusted
by the Board to reflect such changes.

      22.   Amendment and Termination of the Plan.  To the extent
permitted  by  law, the Board may alter, amend or terminate  this
Plan from time to time, provided, however that except as provided
in  Article  21  hereof, and except with respect  to  changes  or
additions  that  are intended to cause the Plan  to  comply  with
Section  423 of the Code, the Board may not, without approval  by
the  holders of a majority of the Shares of Common Stock  of  the
Corporation (a) increase the maximum number of Shares that may be
purchased  under the Plan, or (b) reduce the purchase  price  per
Share,  or  (c) make any change or addition that is  inconsistent
with  the  requirements  of Section  423  of  the  Code  and  the
regulations  promulgated thereunder.  No amendment  of  the  Plan
may,  without  the  consent  of the  holder  of  any  outstanding
subscription,  materially  and adversely  affect  his  rights  as
respects such subscription.

      This  Plan  shall terminate (a) on the day that all  Shares
authorized  for sale under the Plan have been purchased,  or  (b)
when  terminated  by  the  Board at its  sole  discretion.   Upon
termination  of  the  Plan  and the  exercise  or  lapse  of  all
subscription  rights  hereunder, all  amounts  remaining  in  the
accounts of participating Employees shall be promptly refunded.

      23.   Allocation of Shares.  If the total number of  Shares
that  Employees elect to purchase under any offering exceeds  the
Shares  available for purchase under that offering, the Committee
shall  make  a  pro-rata allocation of all the  available  Shares
among such participating Employees, based upon the ratio that the
dollar  amount  of  each  Employee's subscription  bears  to  the
aggregate   dollar   amount   of  all  participating   Employees'
subscriptions.  Notwithstanding the foregoing, if  the  Committee
shall  at  any  time  determine  that  the  foregoing  method  of
allocation  is inconsistent with the requirements of Section  423
of  the  Code,  then subscriptions for any additional  Shares  in
excess of the Shares so allocated shall be deemed to have lapsed.

      24.  Governmental and Other Regulations.  The obligation of
the  Corporation  to issue or transfer and deliver  Shares  under
this  Plan shall be subject to (a) approval of this Plan  by  the
Corporation's  stockholders, (b) compliance with  all  applicable
laws,  governmental  rules  and  regulations  and  administrative
action,  and  (c)  the effectiveness of a Registration  Statement
under  the  Securities Act of 1933, as amended, with  respect  to
such  issue  or  transfer, if deemed necessary or appropriate  by
counsel for the Corporation.

     25.  Approval of Stockholders.  This Plan shall terminate if
is  not  approved  by the affirmative vote of the  holders  of  a
majority  of  the  outstanding Shares of the  Corporation,  which


<PAGE>

approval  must  occur within the period beginning  twelve  months
before and ending twelve months after the Plan is adopted by  the
Board.

      26.   Notices.   All notices or other communications  by  a
participating Employee to the Corporation under or in  connection
with  the  Plan  shall  be deemed to have been  given  only  when
received  by the Committee or when received in the form specified
by  the  Corporation at the location, or by the person designated
by the Corporation for the receipt thereof.

      27.   Indemnification of the Board.  In  addition  to  such
other  rights  of indemnification as they may have as  directors,
officers  or Employees, the members of the Board and the  members
of  the Committee shall be indemnified by the Corporation against
the  reasonable expenses, including attorneys' fees actually  and
necessarily  incurred  in  connection with  the  defense  of  any
action,  suit  or  proceeding, or in connection with  any  appeal
therein, to which they or any of them may be a party by reason of
any  action  taken or failure to act under or in connection  with
the  Plan  or  any  option granted thereunder,  and  against  all
amounts  paid  by  them  in  settlement  thereof  (provided  such
settlement  is approved by independent legal counsel selected  by
the Corporation) or paid by them in satisfaction of a judgment in
any  such  action,  suit  or proceeding, except  in  relation  to
matters as to which it shall be adjudged in such action, suit  or
proceeding  that  such  director  is  liable  for  negligence  or
misconduct in the performance of his duties; provided that within
60  days  after  the  institution of any  such  action,  suit  or
proceeding a director shall in writing offer the Corporation  the
opportunity, at its own expense, to handle and defend the same.

      28.  Tenure.  A participant's right, if any, to continue to
serve the Corporation as an officer, Employee, or otherwise, will
not  be  enlarged or otherwise affected by his designation  as  a
participant under this Plan, and such designation will not in any
way  restrict  the right of the Corporation to terminate  at  any
time  the employment or affiliation of any participant for  cause
or otherwise.

      29.   Expenses of Plan.  The expenses of the Plan  will  be
borne by the Corporation.

      30.  Number and Gender.  Unless otherwise clearly indicated
in  this Plan, words in the singular or plural shall include  the
plural and singular, respectively, where they would so apply  and
words  in  the  masculine  or neuter  gender  shall  include  the
feminine, masculine or neuter gender where applicable.

      31.   Applicable  Law.  The validity,  interpretation,  and
enforcement of this Plan are governed in all respects by the laws
of Florida.

     (Adopted by the Board of Directors on January 24, 1990;
          adopted by the Shareholders on April 26, 1990)
                                
               (Amended effective April 19, 1995)
                                
               (Amended effective April 30, 1996)



<PAGE>

                         APPENDIX B

                       POE & BROWN, INC.
                   STOCK PERFORMANCE PLAN


     Poe & Brown, Inc., a corporation organized under the laws of

the State of Florida, establishes this Stock Performance Plan for

the purposes of attracting and retaining Key Employees, providing

an  incentive for Key Employees to achieve long-range performance

goals,  and  enabling Key Employees to share  in  the  successful

performance  of  the  stock  of Poe & Brown,  Inc.,  as  measured

against pre-established performance goals.

                    ARTICLE I - DEFINITIONS

      1.01 Award Effective Date means, with respect to each share

of Performance Stock, the date on which the award of the share of

Performance  Stock to a Key Employee is effective.  An  award  of

Performance  Stock shall be effective (i) as of the date  set  by

the  Committee when the award is made or, (ii) if  the  award  is

made  subject  to one, or more than one, condition under  Section

6.02  of this Plan, as of the date the Committee in its sole  and

absolute  discretion determines that such condition or conditions

have been satisfied.

     1.02 Board means the Board of Directors of Poe & Brown, Inc.

      1.03  Change  in Control means (i) the acquisition  of  the

power  to  direct, or cause the direction of, the management  and

policies  of  the  Company by a person not previously  possessing

such  power, acting alone or in conjunction with others,  whether

through ownership of Stock, by contract or otherwise, or (ii) the

acquisition, directly or indirectly, of the power to vote  twenty

percent  or more of the outstanding Stock by a person or persons.

For  purposes  of  this Section 1.03, the term "person"  means  a

natural  person, corporation,


<PAGE>

partnership, joint venture, trust, government or instrumentality of a

government.  Also for purposes of this Section 1.03, customary agreements

with or among underwriters and selling group members with respect to a bona

fide public offering of Stock shall be disregarded.

      1.04  Code  means  the Internal Revenue Code  of  1986,  as

amended.

     1.05 Committee means the Compensation Committee of the Board

or, if the Compensation Committee at any time has less than three

members  or  has a member who fails to come within the definition

of  a  "disinterested person" within the meaning  of  Rule  16b-3

under  the  Securities  Exchange  Act  of  1934,  as  amended,  a

committee  that shall have at least three members, each  of  whom

shall  be  appointed by and shall serve at the  pleasure  of  the

Board  and  shall come within the definition of a  "disinterested

person"  within  the meaning of Rule 16b-3 under  the  Securities

Exchange Act of 1934, as amended.

      1.06  Company  means  Poe  &  Brown,  Inc.,  a  corporation

organized under the laws of the State of Florida.

      1.07 Disability means a physical or mental condition  of  a

Key  Employee  resulting from bodily injury,  disease  or  mental

disorder  that  renders him or her incapable of engaging  in  any

occupation or employment for wage or profit.  Disability does not

include  any physical or mental condition resulting from the  Key

Employee's engagement in a felonious act, self-infliction  of  an

injury, or performance of military service.  Disability of a  Key

Employee shall be determined by a licensed physician selected  by

the Committee in its sole and absolute discretion.

      1.08  Key Employee means a full time, salaried employee  of

the  Company who, in the judgment of the Committee acting in  its

sole  and  absolute  discretion,  is  a  key  to  the  successful

operation of the Company.


<PAGE>

     1.09 Performance Stock means Stock awarded to a Key Employee

under this Plan.

     1.10 Performance Stock Agreement means the written agreement

between  the  Company  and a Key Employee to  whom  an  award  of

Performance Stock is made under this Plan.

      1.11  Plan  means this Poe & Brown, Inc. Performance  Stock

Plan.

      1.12 Stock means the common stock, $0.10 par value, of  the

Company.

      1.13  Year of Vesting Service means, with respect  to  each

share  of  Performance Stock, a twelve consecutive  month  period

measured  from the grant date of the Performance Stock  and  each

successive  twelve  consecutive month period measured  from  each

anniversary  of  such  grant date for that share  of  Performance

Stock.

                    ARTICLE II - ELIGIBILITY

      Only  Key Employees shall be eligible to receive awards  of

Performance  Stock under this Plan.  The Committee, in  its  sole

and  absolute  discretion, shall determine the Key  Employees  to

whom  Performance  Stock  shall be  awarded.   A  member  of  the

Committee is not eligible to receive grants of Performance  Stock

during the period he or she serves on the Committee or during the

one-year period prior to the date he or she begins serving on the

Committee.

            ARTICLE III - STOCK AVAILABLE FOR AWARDS

      The  Company shall reserve 400,000 shares of Stock for  use

under  this Plan.  All such shares of Stock shall be reserved  to

the extent that the Company deems appropriate from authorized but

unissued shares of Stock and from shares of Stock that have  been

reacquired by the Company.   Furthermore, any



<PAGE>

shares of Performance Stock that are forfeited under Section 6.03 of this

Plan shall again become available for use under this Plan.

                  ARTICLE IV - EFFECTIVE DATE

      This  Plan shall be effective on the date it is adopted  by

the  Board,  subject to the approval of the shareholders  of  the

Company  within twelve months after the date of adoption of  this

Plan by the Board.  Any Performance Stock awarded under this Plan

before  the  date of such shareholder approval shall  be  awarded

expressly subject to such approval.

                   ARTICLE V - ADMINISTRATION

      This  Plan  shall  be administered by the  Committee.   The

Committee,  acting  in  its sole and absolute  discretion,  shall

exercise such powers and take such action as expressly called for

under this Plan.  Furthermore, the Committee shall have the power

to  interpret  this  Plan and to take such other  action  in  the

administration and operation of this Plan as the Committee  deems

equitable under the circumstances, which action shall be  binding

on  the  Company with respect to each affected Key  Employee  and

each other person directly or indirectly affected by such action.

Nothing  in  this  Article V shall affect or impair  the  Board's

power to take the actions reserved to it in this Plan.

             ARTICLE VI - PERFORMANCE STOCK AWARDS

      6.01  Committee Action.  The Committee shall have the right

to  award shares of Performance Stock to Key Employees under this

Plan.   Each award of Performance Stock shall be evidenced  by  a

Performance Stock Agreement, and each Performance Stock Agreement

shall  set  forth the conditions, if any, under which 


<PAGE>

the award will be effective and the conditions under which the  Key

Employee's  interest in the Performance Stock shall become  fully

vested and nonforfeitable.

      6.02 Conditions for Awards.  The Committee may, in its sole

and  absolute discretion, make the award of Performance Stock  to

Key  Employees effective only upon the satisfaction  of  one,  or

more   than  one,  objective  employment,  performance  or  other

condition  which  the  Committee  deems  appropriate  under   the

circumstances for Key Employees in general or for a Key  Employee

in particular.  The related Performance Stock Agreement shall set

forth  each  such condition and the deadline for satisfying  each

such  condition.  If a Performance Stock award shall be effective

only  upon  the satisfaction of one, or more than one, condition,

the  shares  of Stock underlying such award shall be  unavailable

under Article III of this Plan as of the date on which such award

is  made.   If  an  award of Performance Stock  fails  to  become

effective under Section 6.01 of this Plan, the underlying  shares

of Stock subject to such award shall be treated under Article III

of  this Plan as forfeited and shall again become available under

Article III of this Plan as of the date of such failure to become

effective.

      6.03 Conditions for Nonforfeitability of Performance Stock.

Subject  to  the  provisions of Article IX of this  Plan,  a  Key

Employee's interest in the shares of Performance Stock awarded to

him  or her shall become fully vested and nonforfeitable upon the

satisfaction  of  any conditions for the grant specified  by  the

Committee  pursuant to Section 6.02 and upon the  Key  Employee's

completion  of fifteen Years of Vesting Service for the  Company.

Subject to the provisions of Article IX of this Plan, if the  Key

Employee's employment with the Company terminates before  his  or

her  completion  of  fifteen Years of  Vesting  Service  for  the

Company,  the  Key Employee's interest in the awarded  shares  of

Performance Stock shall be forfeited unless:


<PAGE>

          (a)  the Key Employee has attained age sixty-four;

          (b)   the  Key Employee's employment with the  Company

     terminates as a result of his or her death or Disability; or

          (c)    the   Committee,  in  its  sole  and  absolute

     discretion, waives the conditions described in this  Section

     6.03.

If  an award of Performance Stock is made to a Key Employee after

the  Key Employee attains age sixty-four, but before his  or  her

employment  with  the  Company  terminates,  the  Key  Employee's

interest in the awarded shares of Performance Stock shall  become

fully vested and nonforfeitable on the Award Effective Date.

      6.04  Dividends and Voting Rights.  If a cash  dividend  is

declared  on  a  share  of  Performance  Stock  after  the  Award

Effective  Date,  but before the Key Employee's interest  in  the

Performance  Stock  is  forfeited or  becomes  fully  vested  and

nonforfeitable, the Company shall pay the cash dividend  directly

to  the Key Employee.  If a Stock dividend is declared on a share

of  Performance Stock after the Award Effective Date, but  before

the Key Employee's interest in the Performance Stock is forfeited

or  becomes  fully vested and nonforfeitable, the Stock  dividend

shall  be treated as part of the award of the related Performance

Stock,  and  the  Key Employee's interest in such Stock  dividend

shall  be forfeited or become nonforfeitable at the same time  as

the  Performance Stock with respect to which the  Stock  dividend

was paid is forfeited or becomes nonforfeitable.  The disposition

of  each  other form of dividend which is declared on a share  of

Performance Stock shall be made in accordance with such rules  as

the Committee shall adopt with respect to each such dividend.

      A Key Employee shall be allowed to exercise voting

rights with respect to a share of Performance Stock after

the Award Effective Date, but before the Key


<PAGE>

Employee's interest in the Performance Stock is forfeited or becomes

fully vested and nonforfeitable.

     6.05 Satisfaction of Nonforfeitability Conditions; Provision

for Income and Excise Taxes.  A share of Stock shall cease to  be

Performance  Stock at such time as a Key Employee's  interest  in

such share of Stock becomes fully vested and nonforfeitable under

Section  6.03  or  Article IX of this Plan, and  the  certificate

representing such share of Stock shall be transferred to the  Key

Employee as soon as practicable thereafter.


             ARTICLE VII - SECURITIES REGISTRATION

      Each  Performance Stock Agreement shall provide that,  upon

the receipt of shares of Stock as a result of the satisfaction of

the  conditions  described  in Section  6.03  of  this  Plan  for

nonforfeitability of Performance Stock, the Key  Employee  shall,

if  so  requested by the Company, hold such shares of  Stock  for

investment and not with a view of resale or distribution  to  the

public and, if so requested by the Company, shall deliver to  the

Company   a   written  statement  signed  by  the  Key   Employee

satisfactory  to  the Company to that effect.   With  respect  to

Stock  issued pursuant to this Plan, the Company at  its  expense

shall  take  such action as it deems necessary or appropriate  to

register  the  original issuance of such Stock to a Key  Employee

under  the  Securities Act of 1933 or under any other  applicable

securities  laws or to qualify such Stock for an exemption  under

any  such  laws  prior to the issuance of such  Stock  to  a  Key

Employee.  Notwithstanding the foregoing, the Company shall  have

no  obligation  whatsoever to take any such action in  connection

with the transfer, resale or other disposition of such Stock by a

Key Employee.


<PAGE>

                   ARTICLE VIII - ADJUSTMENT

      The  Board, in its sole and absolute discretion,  may,  but

shall  not be required to, adjust the number of shares  of  Stock

reserved under Article III of this Plan and shares of Performance

Stock  theretofore granted in an equitable manner to reflect  any

change  in the capitalization of the Company, including, but  not

limited to, such changes as Stock dividends or Stock splits.   If

any  adjustment under this Article VIII would create a fractional

share  of  Stock, such fractional share shall be disregarded  and

the number of shares of Stock reserved or granted under this Plan

shall  be the next lower number of shares of Stock, rounding  all

fractions  downward.  An adjustment made under this Article  VIII

by  the  Board  shall be conclusive and binding on  all  affected

persons  and,  further, shall not constitute an increase  in  the

number of shares reserved under Article III within the meaning of

Article X(a) of this Plan.

   ARTICLE IX - SALE OR MERGER OF COMPANY; CHANGE IN CONTROL

      9.01 Sale or Merger.  If the Company agrees to sell all  or

substantially  all of its assets for cash or property  or  for  a

combination  of  cash  and  property or  agrees  to  any  merger,

consolidation,   reorganization,  division  or  other   corporate

transaction in which Stock is converted into another security  or

into  the  right  to  receive securities  or  property  and  such

agreement does not provide for the assumption or substitution  of

Performance  Stock  granted  under  this  Plan,  all  shares   of

Performance Stock shall become fully vested and nonforfeitable.

      9.02  Change  in  Control.  In the event  of  a  Change  in

Control,  the Board thereafter shall have the right to take  such

action  with respect to any shares of Performance Stock that  are

forfeitable,  or  all such shares of Performance  Stock,  as  the

Board in its sole and absolute discretion deems appropriate under


<PAGE>

the  circumstances  to protect the interests of  the  Company  in

maintaining  the  integrity  of  the  awards  under  this   Plan.

Furthermore,  the  Board shall have the right to  take  different

action  under  this Section 9.02 with respect  to  different  Key

Employees or different groups of Key Employees, as the  Board  in

its  sole  and  absolute discretion deems appropriate  under  the

circumstances.

     Notwithstanding the foregoing provisions of this Article IX,

all  shares  of Performance Stock shall become fully  vested  and

nonforfeitable  in the event of (i) any tender or exchange  offer

for  Stock  accepted  by a majority of the  shareholders  of  the

Company;  or (ii) the death of J. Hyatt Brown and the  subsequent

sale   by   his  estate,  his  wife,  his  parents,  his   lineal

descendants,  any  trust  created  for  his  benefit  during  his

lifetime, or any combination of the foregoing, of the Stock owned

by J. Hyatt Brown prior to his death.

              ARTICLE X - AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time  to

the  extent  that  the Board in its sole and absolute  discretion

deems  necessary or appropriate.  Notwithstanding the  foregoing,

no  amendment of this Plan shall be made absent the  approval  of

the  shareholders of the Company if the effect of  the  amendment

is:

          (a)  to increase the number of shares of Stock reserved

     under Article III of this Plan;

          (b)   to  change the class of employees of the Company

     eligible  for  awards of Performance Stock or  to  otherwise

     materially  modify, within the meaning of Rule  16b-3  under

     the  Securities  Exchange  Act  of  1934,  as  amended,  the

     requirements  as  to eligibility for participation  in  this

     Plan; or



<PAGE>


           (c)   to  otherwise  materially increase,  within  the

     meaning  of  Rule  16b-3 of the Securities Exchange  Act  of

     1934,  as  amended, the benefits accruing to  Key  Employees

     under this Plan.

The  Board  in its sole and absolute discretion may  suspend  the

awarding of Performance Stock under this Plan at any time and may

terminate  this Plan at any time.  Notwithstanding the foregoing,

the Board shall not have the right to modify, amend or cancel any

share  of  Performance Stock granted before  such  suspension  or

termination unless the Key Employee to whom the Performance Stock

is awarded consents in writing to such modification, amendment or

cancellation,  or  there is a dissolution or liquidation  of  the

Company or a transaction described in Article VIII or IX of  this

Plan.

                   ARTICLE XI - TERM OF PLAN

      No Performance Stock shall be awarded under this Plan on or

after the earlier of:

           (a)   the tenth anniversary of the effective  date  of

     this  Plan, as determined under Article IV of this Plan,  in

     which event this Plan otherwise thereafter shall continue in

     effect  until all Performance Stock awarded under this  Plan

     has  been  forfeited or the conditions described in  Section

     6.03  of  this Plan for nonforfeitability of all Performance

     Stock   awarded   under  this  Plan  have  been   completely

     satisfied; or

           (b)  the date on which all of the Stock reserved under

     Article  III  of  this  Plan  has,  as  a  result   of   the

     satisfaction of the conditions described in Section 6.03  of

     this Plan for nonforfeitability of Performance Stock awarded

     under  this Plan, been issued or no longer is available  for

     use  under  this Plan, in which event this Plan  also  shall

     terminate on such date.


<PAGE>

                  ARTICLE XII - MISCELLANEOUS

      12.01      Shareholder Rights.  Subject to Section 6.04  of

this Plan, a Key Employee's rights as a shareholder in the shares

of  Performance Stock awarded to him or her shall be set forth in

the related Performance Stock Agreement.

       12.02      No  Contract  of  Employment.   The  award   of

Performance  Stock to a Key Employee under this  Plan  shall  not

constitute a contract of employment and shall not confer on a Key

Employee  any  rights upon his or her termination  of  employment

with  the  Company in addition to those rights, if any, expressly

set  forth in the Performance Stock Agreement related to  his  or

her Performance Stock.

      12.03      Withholding.   The acceptance  of  an  award  of

Performance  Stock  shall constitute a Key  Employee's  full  and

complete consent to whatever action the Committee deems necessary

to satisfy the federal and state tax withholding requirements, if

any, that the Committee in its sole and absolute discretion deems

applicable  to such Performance Stock.  The Committee also  shall

have the right to provide in a Performance Stock Agreement that a

Key   Employee  may  elect  to  satisfy  federal  and  state  tax

withholding  requirements through a reduction in  the  number  of

shares  of  Stock actually transferred to him or her  under  this

Plan,  and  any  such  election and any such reduction  shall  be

effected  so as to satisfy the conditions to the exemption  under

Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

      12.04     Governing Law.  The provisions of this Plan shall

be governed by and interpreted in accordance with the laws of the

State of Florida.



<PAGE>

      IN  WITNESS WHEREOF, Poe & Brown, Inc. has caused its  duly

authorized  officer to execute this Plan as of the  31st  day  of

October, 1995, to evidence its adoption of this Plan.


                              POE & BROWN, INC.


                              By: /S/ LAUREL J. LENFESTEY
                                  ___________________________________
                                   Laurel J. Lenfestey
                                   Vice President, Secretary
                                     and General Counsel



Approved by the Board of Directors:  October 31, 1995

Approved by Shareholders: