POE & BROWN, INC.

                            FORM 10-K ANNUAL REPORT 
                      FOR THE YEAR ENDED DECEMBER 31, 1998


                                   	PART I


ITEM 1.		BUSINESS

General

   	Poe & Brown, Inc. (the "Company") is a general insurance agency 
headquartered in Daytona Beach and Tampa, Florida that resulted from 
an April 28, 1993 business combination involving Poe & Associates, Inc. 
("Poe") and Brown & Brown, Inc. ("Brown").  Poe was incorporated in 1958 
and Brown commenced business in 1939.   

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

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

    	Premium pricing within the property and casualty insurance 
underwriting industry has been cyclical and has displayed a high 
degree of volatility based on prevailing economic and competitive 
conditions.  Since the mid-1980s, the property and casualty insurance 
industry has been in a "soft market" during which the underwriting 
capacity of insurance companies expanded, stimulating an increase in 
competition and a decrease in premium rates and related commissions and fees. 
Significant reductions in premium rates occurred during the years 1987 
through 1989 and continue, although to a lesser degree, through the 
present.  The effect of this softness in rates on the Company's revenues 
has been somewhat offset by the Company's acquisitions and new business 

<PAGE 2>

production.  The Company cannot predict the timing or extent of premium 
pricing changes as a result of market fluctuations or their effect on the 
Company's operations in the future.

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

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

     	The following table sets forth a summary of (i) the commission and 
fee revenues realized from each of the Company's operating divisions for 
each of the three years in the period ended December 31, 1998 (in thousands
of dollars), and (ii) the percentage of the Company's total commission and 
fee revenues represented by each division for each of such periods:


<TABLE>
<CAPTION>

<S>                       <C>       <C>     <C>         <C>   <C>       <C>
                      	   1996      %   	   1997        %  	  1998 	    %	   

Retail Division (1)       $ 75,964	 61.5%	  $  83,278	  62.5%	$ 98,382	  65.4%
National Programs Division	 25,732	 20.8	      24,845	  18.6	   25,043	  16.6 
Service Division	           11,887	  9.6	      12,150	   9.1	   13,818	   9.2  
Brokerage Division	          9,961	  8.1	      12,976	   9.8	   13,200	   8.8  
	Total	                   $123,544   100%	  $133,249	    100%	 $150,443	  100%


(1)	Numbers and percentages for 1996 and 1997 have been restated to give 
    effect to the Company's acquisition of the outstanding stock of the 
    Daniel-James Insurance Agency in 1998.

</TABLE>


Retail Division

    	The Company's Retail Division operates in eleven states and employs 
approximately 893 persons.  The Company's retail insurance agency business 
consists primarily of selling and marketing property and casualty insurance 
coverages to commercial, professional and, to a limited extent, individual 
customers.  The categories of insurance principally sold by the Company are:  
Casualty insurance relating to legal liabilities, workers' compensation, 
commercial and private

<PAGE 3>
 
passenger automobile coverages, and fidelity and surety insurance; and 
Property insurance against physical damage to property and resultant 
interruption of business or extra expense caused by fire, windstorm or 
other perils.  The Company also sells and services all forms of group and 
individual life, accident, health, hospitalization, medical and dental 
insurance programs.  Each category of insurance is serviced by insurance 
specialists employed by the Company.

    	No material part of the Company's retail business depends upon a single 
customer or a few customers.  During 1998, fees and commissions received 
from the Company's largest single Retail Division customer represented 
less than 1% of the Retail Division's total commission and fee revenues.

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

National Programs Divisions

    	The Company's National Programs Division tailors insurance products to 
the needs of a particular professional or trade group, negotiates policy 
forms, coverages and commission rates with an insurance company and, in 
certain cases, secures the formal or informal endorsement of the 
product by a professional association or trade group.  Programs are 
marketed and sold primarily through a national network of independent 
agencies that solicit customers though advertisements in association 
publications, direct mailings and personal contact.  The Company also 
markets a variety of these products through certain of its retail offices. 
Under agency agreements with the insurance companies that underwrite these 
programs, the Company often has authority to bind coverages, subject to 
established guidelines, to bill and collect premiums and, in some cases, 
to process claims.

    	The Company is committed to ongoing market research and development of 
new proprietary programs.  The Company employs a variety of methods, 
including interviews with members of various professional and trade groups 
to which the Company does not presently offer insurance products, to assess 
the coverage needs of such professional associations and trade groups. 
If the initial market research is positive, the Company studies the 
existing and potential competition and locates potential carriers for the
program.  A proposal is then submitted to and negotiated with a selected 
carrier and, in many instances, a professional or trade association from 
which endorsement of the program is sought.  New programs are introduced 
through written communications, personal visits with agents, placements of 
advertising in trade publications and, where appropriate, participation in 
trade shows and conventions. 

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

<PAGE 4>

	    -  Dentists:  The largest program marketed by the National Programs 
Division is a package insurance policy known as the Professional Protector 
Plan(R), which provides comprehensive coverage for dentists, including 
practice protection and professional liability.  This program, initiated 
in 1969, is endorsed by a number of state and local dental societies, and 
is offered nationally.  The Company believes that this program presently 
insures approximately 24% of the eligible practicing dentists within the 
Company's marketing territories.

     -  Lawyers:  The Company began marketing lawyers' professional liability
insurance in 1973, and the national Lawyer's Protector Plan(R) was introduced 
in 1983.  The program is presently offered in 45 states, the District of 
Columbia, Puerto Rico and the Virgin Islands.

     -  Physicians:  The Company markets professional liability insurance for 
physicians, surgeons, and other health care providers through a program 
known as the Physicians Protector Plan(R).  The program, initiated in 1980, 
is currently offered in six states.
 
	    -  Optometrists and Opticians:  The Optometric Protector Plan(R) was 
created in 1973 to provide optometrists and opticians with a package of 
practice and professional liability coverage.  This program insures 
optometrists and opticians in all 50 states, the District of Columbia, Puerto 
Rico and the Virgin Islands.  The Company believes that this program 
presently insures approximately 25% of the eligible optometrists within 
the Company's marketing territories.

     - Chiropractors:  The Chiropractic Protector Plan(R) was introduced in 
1996 to provide professional liability and comprehensive general liability 
coverage for chiropractors.  This program is currently being offered in 13 
states. 

     - Architects and Engineers:  The Architects & Engineers Protector PlanSM 
was introduced in 1997 to provide professional liability and comprehensive
general liability coverage for architects and engineers.  This program is 
currently available to "full service" architects in six states and to 
landscape architects in all 50 states.
 
      	Four of the professional programs described above are underwritten
through CNA Insurance Companies ("CNA").  The Company and CNA are parties 
to Program Agency Agreements with respect to each of the programs described 
above, other than the physicians and architects & engineers programs.  
Among other things, the agreements with CNA grant the Company the 
exclusive right to solicit and receive applications for program policies 
directly and from other licensed agents and to bind and issue such policies 
and endorsements thereto.  In fulfilling its obligations under the 
agreements, the Company must comply with the administrative and 
underwriting guidelines established by CNA. The Company is compensated
through commissions on premiums, which vary according to insurance 
product (e.g., workers' compensation, commercial umbrella, package 
coverage, monoline professional and general liability) and the Company's 
role in the transaction. The commission to which the Company is entitled 
may change upon 90 days written notice from CNA.  The Program Agency 
Agreements are generally cancellable by either party for any reason on 
advance written notice of six months

<PAGE 5>
 
or one year.  An agreement may also be terminated upon breach, by the 
non-breaching party, subject to certain opportunities to cure the breach.
 
     	Commercial Groups.  The commercial groups serviced by the National 
Programs Division include a number of targeted commercial industries and 
trade groups.  Among the commercial programs are the following:
 
     - Towing Operators Protector Plan.(R)  Introduced in 1992, this program 
provides specialized insurance products to towing and recovery industry 
operators in 48 states.
 
     - Automobile Dealers Protector Plan.(R)  This program insures independent
automobile dealers and is currently offered in 48 states.  It originated in 
Florida over 25 years ago through a program still endorsed by the Florida 
Independent Auto Dealers Association.
 
     - Manufacturers Protector Plan.(R)  Introduced in 1997, this program 
provides specialized coverages for manufacturers, with an emphasis on 
selected niche markets.
 
     - Wholesalers & Distributors Preferred Program.SM Introduced in 1997, 
this program provides stabilized property and casualty protection for 
businesses principally engaged in the wholesale-distribution industry.  
This program replaced the Company's prior wholesaler-distributor program, 
which was terminated in 1997 when the Company severed its relationship with 
the National Association of Wholesaler-Distributors.
 
     - Railroad Protector Plan.(R)  Also introduced in 1997, this program 
is designed for contractors, manufacturers and other entities that service 
the needs of the railroad industry.
 
     - Agricultural Protector Plan.SM  Introduced in early 1998, this program
offers growers of annually harvested crops a broad-based program of 
specialized coverages.
 
     - Automobile Transporters Protector Plan.(R) Introduced in 1996, 
this program is designed for automobile transporters engaged in the 
transport of vehicles for automobile auctions, automobile leasing concerns, 
and automobile and truck dealerships.  It is currently offered in all 
50 states.
 
     - Recycler's Comprehensive Protector Plan.SM This program, introduced 
in 1998, provides specialized property, liability, workers' compensation 
and pollution coverages for the recycling industry.  The program is 
currently offered in 48 states.

     - Environmental Protector Plan. SM  This program was introduced in 1998 
and is currently offered in 36 states.  It provides a variety of specialized 
environmental coverages, with an emphasis on local Mosquito Control and 
Water Control Districts.

     - Short Line Railroad Protector Plan.  Introduced in late 1998, 
this program is designed to cover Class III freight and scenic/tourist 
railroads.  


<PAGE 6>

     - Food Processors Preferred Program.  This program, introduced in late 
1998, provides property and casualty insurance protection for businesses 
involved in the handling and processing of various foods.

     - Auction Insurance Protector Plan.  Also introduced in late 1998, 
this program is designed to meet the property and casualty insurance needs 
of the wholesale automobile auction industry.

Service Division

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

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

    	The Service Division provides workers' compensation TPA services for 
approximately 2,500 employers representing more than $3 billion of employee
payroll. The Company's largest workers' compensation contract represents 
approximately 67% of the Company's workers' compensation TPA revenues, or 
approximately 3% of the Company's total commission and fee revenues.

Brokerage Division

    	The Brokerage Division markets excess and surplus lines and specialty 
niche insurance products to the Company's Retail Division, as well as to 
other retail agencies throughout Florida and the southeastern United States.
The Brokerage Division represents various U.S. and U.K. surplus lines 
companies and is also a Lloyd's of London correspondent.  In addition 
to surplus lines carriers, the Brokerage Division represents admitted 
carriers for smaller agencies that do not have access to large insurance 
carrier representation.  Excess and surplus products include commercial 
automobile, garage, restaurant, builder's risk and inland marine lines.  
Difficult-to-insure general liability and products liability coverages are 
a specialty, as is excess workers' compensation.  Retail agency business is 
solicited through mailings and direct contact with retail agency
representatives.  

<PAGE 7>


The Company has a 75% ownership interest in Florida Intracoastal Underwriters,
Limited Company ("FIU") of Miami Lakes, Florida.  FIU is a managing general 
agency that specializes in providing insurance coverages for coastal and 
inland high-value condominiums and apartments.  FIU has developed a unique 
reinsurance facility to support the underwriting activities associated 
with these risks.

Employees

     	At December 31, 1998, the Company had 1,370 full-time equivalent 
employees.  The Company has contracts with its sales employees that 
include provisions restricting their right to solicit the Company's 
customers after termination of employment with the Company.  The 
enforceability of such contracts varies from state to state depending 
upon state statutes, judicial decisions and factual circumstances.  
The majority of these contracts are terminable by either party; 
however, the agreements not to solicit the Company's customers generally 
continue for a period of two or three years after employment termination.

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

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

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

Regulation, Licensing and Agency Contracts

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

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

<PAGE 8>



I
TEM 2.	PROPERTIES

     	The Company's executive offices are located at 220 South Ridgewood 
Avenue, Daytona Beach, Florida 32114 and 401 East Jackson Street, 
Suite 1700, Tampa, Florida 33602.  The Company also maintains offices 
in the following cities: Phoenix, Arizona; Prescott, Arizona; Tucson, 
Arizona; Oakland, California; Brooksville, Florida; Ft. Lauderdale, 
Florida; Ft. Myers, Florida; Jacksonville, Florida; Kissimmee, Florida; 
Leesburg, Florida; Maitland, Florida; Melbourne, Florida; Miami Lakes, 
Florida; Naples, Florida (2); Orlando, Florida; St. Petersburg, 
Florida; Sarasota, Florida; West Palm Beach, Florida; Winter Haven, 
Florida; Atlanta, Georgia;  Indianapolis, Indiana;  Clark, New Jersey;  
Albuquerque, New Mexico; Roswell, New Mexico; Taos, New Mexico;   
Las Vegas, Nevada; Perrysburg, Ohio;   Philadelphia, Pennsylvania;  and 
Houston, Texas.

     	The Company occupies office premises under noncancellable operating 
leases expiring at various dates.  These leases generally contain renewal 
options and escalation clauses based on increases in the lessors' operating 
expenses and other charges.  The Company expects that most leases will be
renewed or replaced upon expiration.  See Note 12 of the "Notes to 
Consolidated Financial Statements" in the Company's 1998 Annual Report 
to Shareholders for additional information on the Company's lease 
commitments.

     	At December 31, 1998, the Company owned a building located in 
Perrysburg, Ohio, having an aggregate book value of $499,000, including 
improvements.  There are no outstanding mortgages on the building.


ITEM 3.	LEGAL PROCEEDINGS  

     	As previously reported, on February 21, 1995, an Amended Complaint was 
filed in an action pending in the Superior Court of Puerto Rico, Bayamon 
division, and captioned Cadillac Uniform & Linen Supply Company, et al. v. 
General Accident Insurance Company, Puerto Rico, Limited, et al.  The case 
was originally filed on November 23, 1994, and named General Accident 
Insurance Company, Puerto Rico Limited, and Benj. Acosta, Inc. as 
defendants. The Amended Complaint added several defendants, including 
the Company and Poe & Brown of California, Inc. ("P&B/Cal."), a subsidiary 
of the Company, as parties to the case. The Plaintiffs alleged that 
P&B/Cal. failed to procure sufficient coverage for a commercial laundry 
facility that was rendered inoperable for a period of time as the result 
of a fire, and further alleged that the Company was vicariously liable for 
the actions of P&B/Cal. This action was settled in July 1998 and the amount 
paid in settlement was not material to the Company's financial condition 
or operating results.
 
     	The Company is involved in various other pending or threatened
proceedings by or against the Company or one or more of its subsidiaries 
that involve routine litigation relating to insurance risks placed by the 
Company and other contractual matters.  Management of the Company does not 
believe that any of such pending or threatened proceedings (including the 
proceeding described above) will have a materially adverse effect on the 
consolidated financial position or future operations of the Company.

<PAGE 9>


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

     	No matters were submitted to a vote of security holders during the 
Company's fourth quarter ended December 31, 1998.


                                  PART II


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

     	The Company's common stock is traded on the New York Stock Exchange 
under the symbol "PBR."  The number of shareholders of record as of 
March 5, 1999 was 786, and the closing price per share on that date 
was $34.00.

     	The table below sets forth information for each quarter in the last two 
fiscal years concerning (i) the high and low sales prices for the Company's 
common stock, and (ii) cash dividends declared per share.  The stock prices
and dividend rates reflect the three-for-two stock split effected by the 
Company on February 27, 1998.


<TABLE>
<CAPTION>
<S>                       <C>           <C>                <C>
                   	      Stock Price Range	               Cash
                                                      			Dividends
                         	High     -  	 Low             	Per Share
                          _________________              _________
1998
First quarter	            $38.50	       $28.75	            $0.1000
Second quarter          	  39.38	        32.00	             0.1000
Third quarter	             42.50	        35.00	             0.1000
Fourth quarter	            39.00	        32.63	             0.1100

1997
First quarter	            $18.17	       $17.00	            $0.0867
Second quarter	            24.67	        17.00	             0.0867
Third quarter	             27.50	        23.83 	            0.0866
Fourth quarter 	           31.33	        26.67	             0.0933
 

</TABLE>




ITEM 6.	SELECTED FINANCIAL DATA

     	Information under the caption "Financial Highlights" on the inside 
front foldout page of the Company's 1998 Annual Report to Shareholders is 
incorporated herein by reference.


<PAGE 10>


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

      	Information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 18-23 of the 
Company's 1998 Annual Report to Shareholders is incorporated herein by 
reference.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 
         MARKET RISK.

     	Not Applicable.
 

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     	The Consolidated Financial Statements of Poe & Brown, Inc. and its 
subsidiaries, together with the report thereon of Arthur Andersen LLP 
appearing on pages 24-40 of the Company's 1998 Annual Report to 
Shareholders, are incorporated herein by reference.


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

      	Not Applicable.


                               PART III


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     	Information contained under the captions "Management" and 
"Section 16(a) Beneficial Ownership Reporting Compliance" on pages 
4-6 of the Company's Proxy Statement for its 1999 Annual Meeting of 
Shareholders is incorporated herein by reference.


ITEM 11.	EXECUTIVE COMPENSATION

     	Information contained under the caption "Executive Compensation" on 
pages 6-9 of the Company's Proxy Statement for its 1999 Annual Meeting of 
Shareholders is incorporated herein by reference; provided, however, that 
the report of the Compensation Committee on executive compensation, which 
begins on page 9 thereof, shall not be deemed to be incorporated herein by 
reference. 


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
         MANAGEMENT

     	Information contained under the caption "Security Ownership of
Management and Certain Beneficial Owners" on pages 2-3 of the Company's
Proxy Statement for its 1999 Annual Meeting of Shareholders is incorporated 
herein by reference.


<PAGE 11>
 

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     	Information contained under the caption "Executive Compensation - 
Compensation Committee Interlocks and Insider Participation" on page 9 
of the Company's Proxy Statement for its 1999 Annual Meeting of 
Shareholders is incorporated herein by reference.


                               PART IV


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

     	(a)  The following documents are filed as part of this report:
	
	      1.	Consolidated Financial Statements of Poe & Brown, Inc. 
          (incorporated herein by reference from pages 24-40 of the 
          Company's 1998 Annual Report to Shareholders) consisting of:
 
	        	(a)  	Consolidated Statements of Income for each of the three years 
                in the period ended December 31, 1998.
 
	        	(b)  	Consolidated Balance Sheets as of December 31, 1998 and 1997.

        		(c)	  Consolidated Statements of Shareholders' Equity for each of
                the three years in the period ended December 31, 1998.		

        		(d)	  Consolidated Statements of Cash Flows for each of the three
                years in the period ended December 31, 1998.

        		(e)	  Notes to Consolidated Financial Statements.

        		(f)  	Report of Independent Certified Public Accountants.
 
       2. 	Consolidated Financial Statement Schedules.  The Consolidated 
           Financial Statement Schedules are omitted because they are not 
           applicable, not material, or not required, or because the 
           required information is included in the Consolidated Financial 
           Statements or the Notes thereto.  
 
	       3.	EXHIBITS 
	
	         	3a	  Amended and Restated Articles of Incorporation of the 
                Registrant (incorporated by reference to Exhibit 3a to 
                Form 10-Q for the quarter ended September 30, 1998).

<PAGE 12>


        		 3b     	Amended and Restated Bylaws of the Registrant (incorporated 
                   by reference to Exhibit 3b to Form 10-K for the year ended 
                   December 31, 1996).

         		4      	Revolving Loan Agreement dated November 9, 1994, by and 
                   among the Registrant and SunTrust Bank, Central Florida, 
                   N.A., f/k/a SunBank, National Association (incorporated 
                   by reference to Exhibit 4 to Form 10-K for the year ended 
                   December 31, 1994).

         		4a	     Second Amendment to Revolving Loan Agreement, dated as of 
                   October 15, 1998, between the Registrant and SunTrust Bank,
                   Central Florida, N.A. (filed herewith).

         		10a(1)	 Lease of the Registrant for office space at 220 South 
                   Ridgewood Avenue, Daytona Beach, Florida dated 
                   August 15, 1987 (incorporated by reference to 
                   Exhibit 10a(3) to Form 10-K for the year ended 
                   December 31, 1993).
 
	         	10a(2)	 Lease Agreement for office space at SunTrust Financial
                   Centre, Tampa, Florida, dated February 1995, between 
                   Southeast Financial Center Associates, as landlord, 
                   and the Registrant, as tenant (incorporated by reference 
                   to Exhibit 10a(4) to Form 10-K for the year ended 
                   December 31, 1994).
  
        		 10b    	Registrant's 1989 Stock Option Plan (incorporated by 
                   reference to Exhibit 10f to Form 10-K for the year 
                   ended December 31, 1989).

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

         		10c(2) 	Extension to Loan Agreement, dated August 1, 1998, 
                   between the Registrant and Continental Casualty 
                   Company (incorporated by reference to Exhibit 10c(2) 
                   to Form 10-Q for the quarter ended September 30, 1998).

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

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


<PAGE 13> 

         		10f	    Deferred Compensation Agreement, dated May 6, 1998, between 
                   Brown & Brown, Inc. and Kenneth E. Hill  (incorporated by 
                   reference to Exhibit 10l to Form 10-Q for the quarter 
                   ended September 30, 1998).

         		10f(2) 	Letter Agreement, dated May 6, 1998, between Brown & 
                   Brown, Inc. and Kenneth E. Hill (incorporated by 
                   reference to Exhibit 10m to Form 10-Q for the quarter 
                   ended September 30, 1998).

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

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

         		10i	    Employment Agreement, dated May 6, 1998 between the 
                   Registrant and Kenneth E. Hill (incorporated by
                   reference to Exhibit 10k to Form 10-Q for 
                   the quarter ended September 30, 1998).

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

         		11	     Statement Re: Computation of Basic and Diluted Earnings 
                   Per Share.
 
	         	13     	Portions of Registrant's 1998 Annual Report to 
                   Shareholders (not deemed "filed" under the Securities
                   Exchange Act of 1934, except for those portions 
                   specifically incorporated by reference herein).
 
	         	22	     Subsidiaries of the Registrant.

         		23     	Consent of Arthur Andersen LLP.

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

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

          	27     	Financial Data Schedule.

(b)	  REPORTS ON FORM 8-K

     	None.

<PAGE 14>


                                  SIGNATURES

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

                                   						POE & BROWN, INC.
                                   						Registrant


                                   						By:          *                 
                                            ______________________________
                						                       J. Hyatt Brown
                                      				   Chief Executive Officer
Date:  March 15, 1999

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


<TABLE>
<CAPTION>
<C>                            <C>                           <C>

Signature	                     Title	                        Date
__________                     _____                         ____
                        
           *
_________________________      	Chairman of the               March 15, 1999
J. Hyatt Brown                  Board, President and
                                Chief Executive Officer
                             	  (Principal Executive Officer)
                        			
           *                   	Director	                     March 15, 1999
_________________________
Samuel P. Bell, III
                          
           *                   	Director	                     March 15, 1999
_________________________
Bradley Currey, Jr.
                       
           *                   	Director	                     March 15, 1999
_________________________
Jim W. Henderson
		
           *                   	Director	                      March 15, 1999
_________________________
Kenneth E. Hill

           *                   	Director	                      March 15, 1999
_________________________
David H. Hughes
           
           *                   	Director	                      March 15, 1999
__________________________
Theodore J. Hoepner

           *                   	Director	                      March 15, 1999
__________________________
Toni Jennings

           *                   	Director	                      March 15, 1999
__________________________
Jan E. Smith

           *                   	Vice President, Treasurer      March 15, 1999	
___________________________     and Chief Financial Officer   
Jeffrey R. Paro                 (Principal Financial and
                                 Accounting Officer)


*By:  	/S/ LAUREL L. GRAMMIG	     
     ________________________
          Laurel L. Grammig
          Attorney-in-Fact

</TABLE>






<PAGE 1>


                                Exhibit 4a

                                                     											PTC-6
                                                     											11-10-98

                   SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT


      	THIS SECOND AMENDMENT TO REVOLVING  LOAN AGREEMENT (the 
"Second Amendment") dated as of October 15th, 1998 by and among 
POE & BROWN, INC., a Florida corporation, (the "Borrower") and 
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a national 
banking association, (the "Lender").

                       W I T N E S S E T H

     	WHEREAS, on or about November 9, 1994, the Borrower and the Lender 
entered into a certain Revolving Loan Agreement (the "Initial Loan 
Agreement") dated November 9, 1994 pursuant to which the Lender extended 
to the Borrower a Revolving Loan in the aggregate amount of $10,000,000 
(the "Revolving Loan."  On or about May 15, 1995, the Borrower and 
the Lender entered into that certain First Amendment to Revolving Loan 
Agreement (the "First Amendment"), which modified the Initial Loan 
Agreement.  The term "Initial Loan Agreement" hereafter includes the 
First Amendment; and
	
     	WHEREAS, the Borrower and the Lender have reached an agreement to 
further modify and restructure the Revolving Loan so as to provide for, 
among other matters:

          	A.  	Increase the amount of the Revolving Loan to $50,000,000; and

          	B.  	Amend and modify various provisions of the Initial Loan 
      Agreement including, by way
 of limitation, the Maturity Date for the 
      Revolving Loan and the financial covenants,

and the parties hereto wish to set forth said changes in this Second 
Amendment.

     	NOW, THEREFORE, for and in consideration of the above premises and 
the mutual covenants and agreements contained herein, the Borrower, the 
Agent, and the Lender agree as follows: 

     	1.  	DEFINITIONS.  Unless defined or re-defined in this Second 
Amendment, capitalized terms contained herein shall have the meanings 
defined and set forth in the Initial Loan Agreement.
	
	     2.  	ADDITIONAL DEFINITIONS.  There is hereby added to Section 1.1 
of the Initial Loan Agreement the following additional definitions:
		
<PAGE 2>
	"Consolidated EBIT" shall mean, for any fiscal period of the Borrower, 
an amount equal to the sum of (A) the Consolidated Net Income (Loss), plus,
(B) to the extent deducted in determining Consolidated Net Income (Loss), (i) 
provisions for taxes based on income, and (ii) Consolidated Interest Expense,
for the Consolidated Companies, less, gains on sales of assets (excluding 
sales in the ordinary course of business) and other extraordinary gains 
and other one-time non-cash gains, all as determined in accordance with GAAP.

	"Consolidated EBITDA" shall mean, for any fiscal period of the 
Borrower, an amount equal to the sum of (A) the Consolidated EBIT, plus (B)(i) 
depreciation and (ii) amortization of the Consolidated Companies, plus
(iii) non-cash charges to the extent deducted in determining Consolidated 
Net Income, all as determined for the  Consolidated Companies in accordance 
with GAAP  .

		"Intangible Assets" shall mean those assets of the Consolidated 
Companies, which are (i) deferred assets, other than prepaid insurance 
and prepaid taxes; (ii) patents, copyrights, trademarks, trade names, 
franchises, good will, experimental expenses and other similar assets 
which would be classified as "intangible assets" under GAAP; and 
(iii) treasury stock. 

	"Sublimit Advance" shall mean an Advance made pursuant to the 
Sublimit Facility.  

	"Sublimit Facility" shall mean a portion of the Revolving Loan in the 
amount of $8,000,000 so as to provide for, among other matters, the daily and 
automatic extension of Advances to the Borrower to cover overdrafts or checks 
written by the Consolidated Companies, and the payment on a daily basis of 
said Advances if and to the extent funds are available in the accounts of the 
Consolidated Companies at the Lender.

	"Tangible Assets" shall mean all assets of the Consolidated Companies, 
all as determined in accordance with GAAP, but excluding Intangible Assets.

	"Tangible Net Worth" shall mean the excess of (i) Tangible Assets over 
(ii) Total Liabilities.

	"Total Liabilities" or "Liabilities" shall mean all liabilities and 
obligations of the Consolidated Companies, all as determined in accordance with 
GAAP, and shall include Funded Debt and current liabilities.

     	3.	AMENDMENT OF EXISTING DEFINITIONS.  The following definitions set 
forth in Section 1.01 of the Initial Loan Agreement are hereby amended as 
follows:

	"Applicable Margin" shall mean:

<PAGE 3>

	(a)	In regard to a Sublimit Advance, the Base Rate less 1.00% (i.e. 100 
basis points);

	(b)	0.00% for a Base Rate Advance;

	(c)	Until December 31, 1998, 0.45% for a Eurodollar Advance.  On 
and after December 31, 1998, the Applicable Margin for a Eurodollar Advance 
shall be the percentage designated below based on the Borrower's Funded Debt 
to EBITDA, measured quarterly:


<TABLE>
<CAPTION>

<S>                  <C>         <C>           <C>             <C>
DEBT/EBITDA          >2.50       >1.75 but     >1.00 but       <1.00
                     _           _             _

                                 < 2.50        <1.75

Loan A                1.25%       .75%          .55%            .45%

Availability Fee       .25%       .20%          .15%            .125%

</TABLE>


provided, however, that adjustments, if any, to the Applicable Margin based
on changes in the Ratios set forth above shall be made and become effective 
on the first day of the second fiscal quarter after the Statement Date.

	"Availability Fee" shall mean a per annum fee based upon the unused 
portion of the Revolving Loan Commitment of the Lender.  Such fee shall be 
based upon ratio of the Borrower's Funded Debt to  EBITDA as set forth in the 
chart under "Applicable Margin", which fee is to be based (calculated on an 
actual/360 day year) on the average daily unused portion of the Revolving 
Loan Commitment, and shall be payable to the Lender quarterly in arrears 
on the last calendar day of each fiscal quarter of Borrower and on the 
Maturity Date.

	"Interest Period" shall mean with respect to Eurodollar Advances, the 
period of 1, 2, or 3 months selected by the Borrower under Section 4.4 hereof.

	"Maturity Date" shall mean the earlier of (i) October 15, 2000 , unless 
said dater is otherwise extended as provided under Section 2.4, hereof, 
and (ii) the date on which all amounts outstanding under this Agreement 
have been declared or have automatically become due and payable pursuant 
to the provisions of Article IX hereof.

	"Permitted Acquisitions" shall mean the acquisition, by merger, 
consolidation, purchase or otherwise, by any Consolidated Company of any 
Person where substantially all the assets or stock of said Person who is not 
affiliated with the Borrower are purchased, to the extent the purchase 
price or the value of said acquisition  is less than $25,000,000 
(determined as including any Funded Debt to be assumed in said 
acquisition), and after which no event of 

<PAGE 4>

default will occur or be continuing.  To be a "Permitted Acquisition," 
any such acquisition must be in the same line of business as is the 
Borrower.

	"Revolving Loan Commitment" shall mean the amount of $50,000,000 
as the same may be decreased from time to time as a result of any reduction 
thereof pursuant to Section 2.5 hereof, or any amendment thereof pursuant to 
Section 11.2 hereof.

     	4.	AMENDMENTS TO INITIAL LOAN AGREEMENT.  The Initial Loan 
Agreement is hereby amended as follows: 

        	(a)	In regard to Section 2.1(b), and the number of Borrowings which 
             may be made hereunder, the number "six" is amended to read 
             "ten".  Further, for the purposes of determining the number  
             of Borrowings, all Sublimit Advances and Base Rate Advances 
             shall be considered as one Borrowing.

        	(b)	Section 2.3 regarding payment of interest is amended in its 
             entirety to read as follows:


            	"Section 2.3 Payment of Interest.

             	(a)	Borrower agrees to pay interest in respect of all 
                  unpaid principal amounts of the Revolving Loans from the 
                  respective dates such principal amounts were advanced to 
                  maturity (whether by acceleration, notice of prepayment 
                  or otherwise) at rates per annum (computed on the basis 
                  of a 360 day year for the actual number of days elapsed) 
                  equal to the applicable rates indicated below:

                 	(i)	For Sublimit Advances - The Base 
                      Advance Rate in effect from time to time less 
                      1.00% (i.e. 100 basis points).

                	(ii)	For Base Rate Advances - The Base 
                      Advance Rate in effect from time to time; and

               	(iii)	For Eurodollar Advances - The 
                      relevant LIBOR Advance Rate.

           	(b)	Interest on each Loan shall accrue from and 
                including the date of such Loan to but excluding the 
                date of any repayment thereof; provided that, if a Loan 
                is repaid on the same day made, one day's interest shall 
                be paid on such Loan.  Interest 

<PAGE 5>

on all outstanding Sublimit Advances and Base Rate Advances 
shall be payable quarterly in arrears on the last calendar day of 
each fiscal quarter of Borrower in each year.  Interest on all 
outstanding Eurodollar Advances shall be payable on the last day 
of each Interest Period applicable thereto, and, in the case of 
Eurodollar Advances having an Interest Period in excess of three 
months, on each day which occurs every three months after the 
initial date of such Interest Period.  Interest on all Loans shall be 
payable on any conversion of any Advances comprising such 
Loans into Advances of another type and, on the Maturity Date.

     	(c)	Section 2.4 regarding extension of the Maturity Date is amended in 
its entirety to read as follows:

          	"Section 2.4	Extension of Maturity Date.  On each 
       anniversary date of the Closing, the Borrower and the Lender will 
       meet to review extending the Maturity Date by an additional one 
       year period.  If so agreed by both the Borrower and the Lender in 
       writing, the Maturity Date will be so extended and no commitment 
       or extension fee will be required."

      	(d)	There is hereby added to Article II the following Section 2.6:

          	"Section 2.6	Sublimit Facility.  In regard to the Sublimit 
        Facility, the Borrower shall be entitled to Sublimit Advances from 
        time to time, as follows:

           	(i)	The Sublimit Facility is a part of the 
         Revolving Loan Commitment with Sublimit 
         Advances  being Revolving Loans hereunder, and 
         shall be subject to the terms and conditions of this 
         Agreement, except as otherwise set forth in this 
         Section 2.6.  

           	(ii)	The purpose of the Sublimit Facility 
         is to cover overdrafts of operating accounts of the 
         Consolidated Companies established at the Lender, 
         on a daily basis.  To be subject to the Sublimit 
         Facility, the Borrower will need to so designate said 
         account in a writing to the Lender (with said 
         accounts being defined as the "Covered 
         Accounts").  For the purposes of this Section, each 
         Covered Account shall be deemed to be the demand 
         deposit account of the Lender and the disbursement 
         made as provided in Section 4.2 below."

<PAGE 6>

           	(iii)	At the end of  each banking day, to 
         the extent that checks presented for payment on any 
         Covered Account exceed the balance then available 
         in that Account, the Lender shall make a Sublimit 
         Advance available to the Borrower by crediting said 
         Account in the amount of said difference provided, 
         however, (A) the aggregate amount of all Sublimit 
         Advances outstanding at any time shall not exceed 
         the principal amount of $8,000,000, and (B) the 
         aggregate amount of all Revolving Loans do not 
         exceed the Revolving Loan Commitment as set 
         forth in Section 2.1(a).

           	(iv)	At the end of each banking day, to 
         the extent there is an excess balance in any Covered 
         Account, said excess will be withdrawn from said 
         Account and credited as a payment to the Sublimit 
         Facility, with said payment being made toward 
         principal.

The making of a Sublimit Advance and the corresponding crediting 
of said amount to the applicable Covered Account and the payment 
of the Sublimit Advance and the corresponding debiting of said 
Covered Account to the extent there is a positive balance in any 
Covered Account shall be done on a daily basis at the end of each 
banking day without the requirement of any Notice of Borrowing 
as set forth in Section 4.1 hereof."

    	(e)	Section 4.4 regarding Interest Periods is hereby amended in its 
entirety to read as follows:

     "Section 4.4    Interest Periods.

     	(a)	In connection with the making or continuation of, or conversion 
into, each Eurodollar Advance, Borrower shall select an Interest Period to be 
applicable to such Eurodollar Advance, which Interest Period shall be a 1, 2 
or 3 month period; provided that:

          	(i)	The initial Interest Period for any Borrowing of 
       Eurodollar Advances shall commence on the date of such 
       Borrowing and each Interest Period occurring thereafter in respect 
       of such Borrowing shall commence on the day on which the next 
       preceding Interest Period expires;


<PAGE 7>

           	(ii)	If any Interest Period would otherwise expire on a 
       day which is not a Business Day, such Interest Period shall expire 
       on the next succeeding Business Day;

           	(iii)	Any Interest Period in respect of Eurodollar 
       Advances which begins on a day for which there is no numerically 
       corresponding day in the calendar month at the end of such Interest 
       Period shall, subject to part (iv) below, expire on the last Business 
       Day of such calendar month; and

           	(iv)	No Interest Period shall extend beyond the Maturity 
       Date.

     	(f)	There is hereby added to Article VI the following Section 6.29 
regarding Y2K compliance.

        	"Section 6.29   Y2K Compliance.  The Borrower has taken 
reasonable steps to ensure that the Borrower's and each 
Subsidiary's software and hardware systems which impact or affect 
in any material way the business operations of the Borrower and its 
Subsidiaries will be Year 2000 Compliant and Ready (as defined 
below) by no later than June 30, 1999.  Because the Borrower and 
its Subsidiaries are highly decentralized in their operations, a 
comprehensive Y2K plan has not been developed.  However, upon 
request of the Lender, the Borrower will prepare a summary of the 
Y2K measures it has taken and shall make those of its information 
technology employees and consultants who are in charge of the 
Borrower's Y2K compliance available to answer questions from 
the Lender.  As used herein, "Year 2000 Compliant and Ready" 
means that the Borrower's and each Subsidiary's hardware and 
software systems with respect to the operation of their business and 
their general business plan will: (i) handle date information 
involving any and all dates before, during and/or after January 1, 
2000, including accepting input, providing output and performing 
dated calculations in whole or in part; (ii) operate accurately 
without interruption on and in respect of any and all dates before, 
during and/or after January 1, 2000 and without any change in 
performance; (iii) respond to and process two-digit year input 
without creating any ambiguity as to the century; and (iv) store and 
provide date input information without creating any ambiguity as 
to the century.

    	(g)	Subsection 7.7(c) regarding the furnishing of a quarterly no 
default/compliance certificate is hereby amended in its entirety to read 
as follows:

<PAGE 8>

       	"(c)	No Default/Compliance Certificate.  Together 
with the financial statements required pursuant to subsections (a), 
(b) and (c) above, a certificate of the president, chief financial 
officer or principal accounting officer of Borrower (i) to the effect 
that, based upon a review of the activities of the Consolidated 
Companies and such financial statements during the period 
covered thereby, there exists no Event of Default and no Default 
under this Agreement, or if there exists an Event of Default or a 
Default hereunder, specifying the nature thereof and the proposed 
response thereto, and (ii) demonstrating in reasonable detail 
compliance as at the end of such fiscal year or such fiscal quarter 
with Section 7.8 and Sections 8.1 through 8.4.  In addition, along 
with said  Compliance Certificate, the Borrower will furnish a 
quarterly report of all Funded Debt, in form reasonably acceptable 
to the Lender.

Simultaneously with the delivery of each set of annual and 
quarterly financial statements prior to July 1, 1999, a statement of 
the Chief Executive Officer, Chief Financial Officer, or Chief 
Technology Officer to the effect that nothing has come to his 
attention to cause him to believe that the Borrower's and its 
Subsidiary's hardware and software systems will not be Year 2000 
Compliant and Ready (as defined below) on or before June 30, 
1999.

    	(h)	Section 7.8 regarding Financial Covenants is hereby amended in 
its entirety to read as follows:

      "Section 7.8   Maintain the Following Financial Covenants. 

      	(a)	Net Worth of a minimum of the sum of (i) 
$65,000,000 (ii) 50% of cumulative Net Income after June 30, 
1998, and (iii) 100% of net cash raised through contribution or 
issuance of new equity, less (iv) receivables from affiliates.

      	(b)	A Fixed Charge Ratio of not less than 1.25 to 1.00 
(The Fixed Charge Ratio is defined as (Net Income + Operating 
Lease Payments + Provision for Taxes + Interest Expense + 
Depreciation + Amortization - Capital Expenditures) / (Scheduled 
Principal Payment + Interest Expense + Operating Lease Payments 
+ Dividends).

       	(c)	A Debt to EBITDA ratio of not greater than 2.50 to 
1.00.  (This ratio is defined as (Revolving Debt + Guaranteed Debt 

<PAGE 9>

+ Term Debt)/(Net Income + Provision for Taxes + Interest 
Expense + Depreciation + Amortization).

Covenants will be tested quarterly on a rolling four quarter 
schedule."

    	(i)	Section 7.10 regarding Additional Guarantors/Credit Parties/
Collateral is hereby amended in its entirety to read as follows:

        	"Section 7.10 Additional Guarantors/Credit 
Parties/Collateral.  Promptly after (i) the formation or acquisition 
(provided that nothing in this Section shall be deemed to authorize 
the acquisition of any entity) of any Material Subsidiary not listed 
on Schedule 6.12, (ii) the transfer of assets to any Consolidated 
Company if notice thereof is required to be given pursuant to 
Section 7.7(m) and as a result thereof the recipient of such assets 
becomes a Material Subsidiary, (iii) the occurrence of any other 
event creating a new Material Subsidiary, Borrower shall cause to 
be executed and delivered a Guaranty Agreement from each such 
Material Subsidiary in the form attached hereto as Exhibit I, the 
joinder to the Contribution Agreement by such Material 
Subsidiary, a certificate to be added to the Pledge Agreement by 
the Person owning the Capital Stock of said Material Subsidiary by 
which all of the said Capital Stock is pledged to the Lender, and a 
certificate to be added to the Security Agreement from said 
Material Subsidiary whereby a first, perfected security interest in 
the assets of said Material Subsidiary is granted to the Lender, and 
such other documents as the Lender may reasonably request 
provided, however, for new Material Subsidiaries acquired after 
November 9, 1994, only the Capital Stock of said Material 
Subsidiary will be required to be pledged to the Lender, and said 
new Material Subsidiary will not be required to execute a guaranty 
or grant a security interest in its assets to the Lender.

    	(j)	Section 8.1(e) regarding Intercompany Loans is amended in its 
entirety to read as follows:

        	"(e)	The Intercompany Loans described on Schedule 
6.22 and any other loans between Consolidated Companies not 
exceeding individually at any time the amount of $500,000 and in 
the aggregate at any time the amount of $1,000,000 (excluding 
Intercompany Loans listed on Schedule 6.22) provided that no loan 
or other extension of credit may be made by a Guarantor to another 
Consolidated Company that is not a Guarantor hereunder unless 
otherwise agreed in writing by the Lender;" 
	

<PAGE 10>

    	(j)	Section 8.1(f) regarding unsecured, Subordinated Debt, is amended 
in its entirety to read as follows:

       	"(f)	Unsecured, Subordinated Debt, not to exceed an 
aggregate amount of $25,000,000, and other Subordinated Debt in 
form and substance acceptable to the Lender and evidenced by its 
written consent thereto;"

    	(k)	There is hereby added to Section 8.5 regarding investments, etc. 
the following new Subsection (j):

       		"(j) an investment in Graystone Capital Partners of $1,000,000."

   	(l)	Section 8.17 regarding Guaranties is amended in its entirety 
regarding to read as follows:

   	"Section 8.17	Guaranties.  Without the prior written consent of the 
Lender, extend or execute any Guaranty other than (i) endorsements of 
instruments for deposit or collection in the ordinary and normal course of 
business, (ii) Guaranties acceptable in writing to the Lender, and (iii) 
Guaranties for obligations of any Consolidated Subsidiary provided, however,  
said Guaranteed Indebtedness will not exceed the aggregate amount of 
$10,000,000 without the prior written consent of the Lender."

   	(m)	Section 9.9 regarding Money Judgements is amended in its 
entirety to read as follows:

   	"Section 9.9    Money Judgment.  A Judgment or order for the payment 
of money in excess of $1,000,000 or otherwise having a Materially Adverse 
Effect shall be rendered against any other Consolidated Company, and such 
judgment or order shall continue unsatisfied (in the case of a money judgment) 
and in effect for a period of 60 days during which execution shall not be 
effectively stayed or deferred (whether by action of a court, by agreement or 
otherwise).  In regard to the foregoing,  amounts which are fully covered by 
insurance shall not be considered in regard to the foregoing $1,000,000 limit."

   	(n)	Section 9.13 regarding Management is  deleted in its entirety.

     			5.	MODIFICATION OF SCHEDULES.  In regard to the 
Schedules attached to the Initial Loan Agreement, the Borrower reaffirms each
of said Schedules except for the Schedules as set forth below, which 
Schedules are so amended (as of the date hereof) in the form attached 
to this Second Amendment:


<PAGE 11>

		Schedule 6.1  		 	Organization and Ownership of Subsidiaries
		Schedule 6.11	 		 Employee Benefit Matters
		Schedule 6.13		  	Outstanding Debt and Defaults
		Schedule 6.28(a)		Places of Business
		
     	6.	LOAN AGREEMENT.  From and after the date of this Second Amendment, 
the term "Loan Agreement", shall mean the Initial Loan Agreement as 
modified by this Second Amendment.  Further, to the extent applicable, 
all Loan Documents shall be deemed hereof to be automatically amended so 
as to refer to and reflect the transactions contemplated by this Second 
Amendment.  This Second Amendment shall be deemed to be a permitted 
amendment to the Initial Loan Agreement and, accordingly, shall be 
deemed to be a Loan Document.  The Loan Agreement shall not be 
incorporated by reference into the Note.

    	7.	RATIFICATION.  Except as set forth in this Second Amendment, the 
Borrower does hereby ratify and confirm the Initial Loan Agreement, along 
with its existing schedules and all other Loan Documents.  In that regard, 
the Borrower does hereby agree with the Lender that in regard to each Loan 
Document, the Borrower has no claim, counterclaim, defense or other right 
of offset.


                  [Signature Pages on Following Pages]

<PAGE 12>

                              SIGNATURE PAGE TO 
            SECOND AMENDMENT TO REVOLVING CREDIT AND LINE OF CREDIT 
                                 AGREEMENT
                     BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                           NATIONAL ASSOCIATION, 
                            AND POE & BROWN, INC.


                                                BORROWER:

                                                POE & BROWN, INC.



                                               By: 	/S/ WILLIAM A. ZIMMER		
                                                  ___________________________
Address for Notices:			                   		       William A. Zimmer,
220 South Ridgewood Avenue				                     Vice President/Treasurer
Daytona Beach, Florida 23115-2412			               and Chief Financial Officer
							
Attention: Chief Financial Officer

							
Telephone No.:  (800) 877-2769				
Telecopy No.:  (904) 239-7252				  
							

In the case of Notices to the Borrower, copies shall be sent to:

Laurel L. Grammig
General Counsel
POE & BROWN, INC.
401 East Jackson Street
Suite 1700
Tampa, Florida 33602



Telephone No.:(813) 222-4277
Telecopy No.:(813) 222-4464

<PAGE 13>

                                SIGNATURE PAGE TO
              SECOND AMENDMENT TO REVOLVING CREDIT AND LINE OF CREDIT 
                                     AGREEMENT
                    BETWEEN SUNTRUST BANK, CENTRAL FLORIDA,
                               NATIONAL ASSOCIATION, 
                                AND POE & BROWN, INC.

Address for Notices:	                  	SUNTRUST BANK, CENTRAL FLORIDA,
                                						  NATIONAL ASSOCIATION,
							
200 South Orange Avenue
4th Floor, SAT.
Post Office Box 3833			                 	By: 	/S/ DARRYL J. WEAVER			
Orlando, Florida  32897			                  ____________________________
                                             Darryl J. Weaver,
                           						            First Vice President
Attention: Darryl J. Weaver,
   	       First Vice President

Telephone No.:  (407) 237-5352
Telecopy No.:  (407) 237-4076


Lending Office:						

200 South Orange Avenue				
4th Floor, SAT.					
Post Office Box 3833					
Orlando, FL   32897

Attention:   Darryl J. Weaver,
       	     Vice President				
							
							
Telephone No.:  (407) 237-5352
Telecopy No.:  (407) 237-4076
___________________________________________________________

Revolving Loan Commitment:			$50,000,000

Pro Rata Share of Revolving Loan Commitment:	   100%





<TABLE>
<CAPTION>
                           EXHIBIT 11

          STATEMENT RE:	COMPUTATION OF BASIC AND DILUTED
                        EARNINGS PER SHARE

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


  			                                 YEAR ENDED DECEMBER 31, 
                                    ___________________________

                                    1998        1997       1996
                                    ____        ____       ____
BASIC EARNINGS PER SHARE


Net Income                          $23,053     $18,666    $16,767
                                    =======     =======    =======

Weighted average shares
 outstanding                         13,431      13,367     13,304
                                    =======     =======    =======

Basic earnings per share            $  1.72     $  1.40    $  1.26
                                    =======     =======    =======


DILUTED EARNINGS PER SHARE


Weighted average number of
 shares outstanding                  13,431      13,367      13,304

Net effect of dilutive stock
  options, based on the treasury 
  stock method                            1           4           8
                                    _______     _______     _______


Total diluted shares used in 
  Computation                        13,432      13,371      13,312
                                    =======     =======     ========

Diluted earnings per share          $  1.72     $  1.40     $   1.26
                                    =======     =======     ========

</TABLE>





<PAGE 1>
                                Exhibit 13

          Portions of Poe & Brown's 1998 Annual Report to Shareholders


<TABLE>
<CAPTION>
<S>                      <C>      <C>      <C>      <C>        <C>        <C> 
                                 Financial Highlights

                                                						Year ended December 31,

(in thousands, except per share data)(1)

                                	Percent
                        	1998	   Increase	1997	     1996      	1995	     1994

Commissions and fees(2)	$150,443	  12.9	 $133,249	 $123,544	$110,912  $104,830

Total revenues(3)	      $153,791	  11.0	 $138,607	 $128,161	$115,631	 $110,731

Total expenses	         $116,306	   7.5	 $108,147	 $100,799	$ 91,847	 $ 89,422

Income before taxes	    $ 37,485	  23.1	 $ 30,460	 $ 27,362	$ 23,784	 $ 21,309

Net income (3,4)	       $ 23,053   23.5 	$ 18,666	 $ 16,767	$ 15,285	 $ 14,238

Net income per share(1)	$   1.72	  22.9	 $   1.40	 $   1.26	$   1.15  $   1.07
 
Weighted average number
 of shares outstanding 	  13,431	          13,367 	  13,304	  13,328	   13,284

Dividends declared per
 share	                  $0.4100	  16.0	 $ 0.3533	 $0.3267	  $0.3200	 $ 0.2800

Total assets	            $230,513  12.7	 $204,529	 $188,114	 $160,141	$150,480

Long-term debt	          $ 17,207	175.0	 $ 6,257	  $  5,401	 $  7,409	$  8,091

Shareholders' equity(5)	 $ 84,208	 10.4	 $ 76,230	 $ 67,091	 $ 54,259 $ 44,327

</TABLE>


(1)	All share and per-share information has been restated to give effect 
    to the three-for-two common stock split, which became effective 
    February 27, 1998.  Prior years' results have been restated to 
    reflect the stock acquisitions of Insurance West in 1995 and 
    Daniel-James in 1998.

(2)	See Notes 2 and 3 to consolidated financial statements for information 
    regarding business
 purchase transactions which  impact the 
    comparability of this information.

(3)	During 1994, the Company sold 150,000 shares of its investment in the 
    common stock of Rock-Tenn Company for $2,314,000, resulting in a net 
    after-tax gain of $1,342,000, or $0.1067 per share.

<PAGE 2>

(4)	During 1995 and 1994, the Company reduced its general tax reserves by 
    $451,000 and $700,000, or $0.0333 and $0.0533 per share, respectively, 
    as a result of reaching a settlement with the Internal Revenue Service 
    on certain examination issues. 

(5)	Shareholders' equity as of December 31, 1998, 1997, 1996, and 1995 
    included net increases of $5,540,000, $6,744,000, $6,511,000 and 
    $4,836,000, respectively, as a result of the Company's application 
    of SFAS 115, "Accounting for Certain Investments in Debt and Equity 
    Securities."



                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

    In April of 1993, Poe & Associates, Inc., headquartered in Tampa, Florida, 
merged with Brown & Brown, Inc., headquartered in Daytona Beach, Florida,
forming Poe & Brown, Inc. (the "Company"). Since that merger, the Company's 
operating results have steadily improved. The Company achieved pre-tax 
income from operations of $37,485,000 in 1998 compared to $30,460,000 in 
1997 and $27,362,000 in 1996. Pre-tax income as a percentage of total 
revenues was 24.4% in 1998, 22.0% in 1997 and 21.3% in 1996. This 
upward trend is primarily the result of the Company's achievement of 
revenue growth and operating efficiency improvements.  

     The Company's revenues are comprised principally of commissions paid 
by insurance companies, fees paid directly by clients and investment income.
Commission revenues generally represent a percentage of the premium paid by
the insured and are materially affected by fluctuations in both premium rate 
levels charged by insurance underwriters and the volume of premiums 
written by such underwriters. These premium rates are established by 
insurance companies based upon many factors, none of which is 
controlled by the Company. Beginning in 1986 and continuing through 
1998, revenues have been adversely influenced by a consistent decline in 
premium rates resulting from intense competition among property and 
casualty insurers for expanding market share. Among other factors, this 
condition of prevailing decline in premium rates, commonly referred to as 
a "soft market," has generally resulted in flat to reduced commissions on 
renewal business. The possibility of rate increases in 1999 is unpredictable.


     Revenues are further impacted by the development of new and existing
proprietary 

<PAGE 3>

programs, fluctuations in insurable exposure units and the volume of 
business from new and existing clients, and changes in general economic 
and competitive conditions. For example, stagnant rates of inflation in 
recent years have generally limited the increases in insurable exposure 
units such as property values, sales and payroll levels. Conversely, the 
increasing trend in litigation settlements and awards has caused some 
clients to seek higher levels of insurance coverage. Still, the Company's 
revenues continue to grow through quality acquisitions, intense 
initiatives for new business and development of new products, 
markets and services.  The Company anticipates that results of 
operations for 1999 will continue to be influenced by these competitive 
and economic conditions.

     On April 14, 1998, the Company acquired Daniel-James Insurance Agency,
Inc. and Becky-Lou Realty Limited, through an exchange of shares.  This 
transaction has been accounted for as a pooling-of-interests and, 
accordingly, the Company's consolidated financial statements have been 
restated for all periods prior to the acquisition to include the 
results of operations, financial positions and cash flows of the 
acquired entities.

     During 1998, the Company acquired the assets of 19 general insurance 
agencies, several books of business (customer accounts) and the outstanding 
shares of one general insurance agency.  Each of these transactions was 
accounted for as a purchase.

     During 1997, the Company acquired three general insurance agencies and 
several books of business which were accounted for as purchases. On 
August 1, 1997, the Company acquired all of the outstanding stock of 
Shanahan, McGrath & Bradley, Inc.  This transaction was accounted for 
as a pooling-of-interests; however, the financial statements for all 
prior periods were not restated due to the immaterial nature of the 
transaction.

     Contingent commissions may be paid to the Company by insurance carriers 
based upon the volume and profitability of the business placed with such 
carriers by the Company and are primarily received in the first quarter 
of each year.  In the last three years, contingent commissions have 
represented between 3.7% and 4.8% of total revenues.

     Fee revenues are generated principally by the Service Division of the 
Company, which offers administration and benefit consulting services 
primarily in the workers' compensation and employee benefit self-insurance 
markets. Florida's legislative reform of workers' compensation insurance, 
as well as certain market factors, has resulted in increased competition 
in this service sector.  In response to the increased competition, the 

<PAGE 4>

Company has offered value-added services that enabled it to increase 1998 fee
revenue over that recognized in 1997.  For the past three years, service 
fee revenues have generated an average of 9.3% of total commissions and 
fees.  

     Investment income consists primarily of interest earnings on premiums 
and advance premiums collected and not immediately remitted to insurance 
carriers, with such funds being held in a fiduciary capacity. Investment
income also includes gains and losses realized from the sale of investments.
In 1998, investment income included a $165,000 realized gain from the sale 
of the Company's investments in AmSouth Bancorporation and United States 
Filter Corporation, while in 1997, investment income included a $303,000 
realized gain from the sale of the Company's investment in Fort Brooke 
Bank. In 1996, such sales were minimal and realized gains and losses were 
immaterial.  The Company's policy is to invest its available funds in 
high-quality, short-term fixed income investment securities.  The following 
discussion and analysis regarding results of operations and liquidity 
and capital resources should be considered in conjunction with the 
accompanying consolidated financial statements and related notes.

RESULTS OF OPERATIONS FOR THE YEARS ENDED 

DECEMBER 31, 1998, 1997 AND 1996 

Commissions and Fees

Commissions and fees increased 13% in 1998, 8% in 1997 and 11% in 1996. 
Excluding the effect of acquisitions, commissions and fees increased 2% 
in 1998, 6% in 1997 and 4% in 1996. The 1998 results reflect an increase 
in commissions for all of the Company's operating divisions, mainly through 
new business growth. In general, property and casualty insurance premium 
prices declined in 1998, which was primarily responsible for the slower 
growth rate; however, certain segments and industries had some increases 
in insurable exposure units during 1998.

Investment Income

Investment income decreased to $3,308,000 in 1998 compared to $4,214,000 in 
1997 and $3,371,000 in 1996. This decrease is primarily due to lower levels
of invested cash. 

<PAGE 5>
Additionally,  the 1997 results included a $303,000 gain
from the sale of the Company's investment in Fort Brooke Bank.


Other Income

Other income consists primarily of gains and losses from the sale and
disposition of assets. During 1998, losses on the sale of customer 
accounts were $115,000 compared to gains of $646,000 in 1997 and $997,000 
in 1996. The loss in 1998 is due primarily to the disposition of the 
Company's Charlotte, North Carolina operation. 

Employee Compensation & Benefits

Employee compensation and benefits increased approximately 10% in 1998, 8% 
in 1997 and 9% in 1996. Employee compensation and benefits as a percentage 
of total revenue was 51% in 1998, down from 52% in 1997 and 1996. As of 
December 31, 1998, the Company had 1,370 full-time equivalent employees, 
compared to 1,176 at the beginning of the year. The increase in personnel 
in 1998 is primarily as a result of acquisitions. The 1998 increase 
in compensation and employee benefits of $7,319,000 is primarily 
attributable to the addition of new employees as a result of acquisitions. 

Other Operating Expenses

Other operating expenses increased 3% in 1998, 6% in 1997, and 10% in 1996. 
Other operating expenses as a percentage of total revenues decreased to 20% 
in 1998 from 21% in 1997 and 22% in 1996. 

Interest and Amortization

Interest expense decreased $401,000, or 42%, in 1998, and $11,000, or 1%, 
in 1997. Interest expense increased $35,000, or 4%, in 1996. The decrease 
in 1998 is due primarily to the payment of acquisition-related notes 
payable in early 1998.

Amortization expense increased $218,000, or 4%, in 1998, $429,000, or 8%, in 
1997 and $635,000, or 14%, in 1996. The increase in 1998 is due to the 
additional 

<PAGE 6>

amortization of intangibles as a result of 1998 acquisitions. 
The increase in 1997 is due primarily to the write-off of the remaining 
intangible assets related to a terminated agreement totaling $670,000.

Income Taxes

The effective tax rate on income from operations was 38.5% in 1998, 38.7% 
in 1997, and 38.7% in 1996.  


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents of $42,174,000 at December 31, 1998 
decreased by $6,394,000 from $48,568,000 at December 31, 1997. During 1998, 
$36,313,000 of cash was provided from operating activities and proceeds of 
$12,000,000 from long-term debt. From these amounts and existing cash 
balances, $29,608,000 was used to acquire businesses, $9,233,000 was used
for purchases of the Company's stock, $7,811,000 was used to repay 
long-term debt, $5,494,000 was used for payment of dividends, $4,510,000 
was used for additions to fixed assets and $1,146,000 was used for 
purchases of investments.

   The Company's cash and cash equivalents of $48,568,000 at December 31, 1997 
increased $15,395,000 from the December 31, 1996 balance of $33,173,000. 
During 1997, cash of $30,698,000 was provided from operating activities, 
proceeds of $597,000 from sales of fixed assets and customer accounts, 
proceeds of $557,000 from the sale of investments and proceeds of 
$1,044,000 from the exercise of stock options and issuances of 
common stock. Cash was used during 1997 primarily for payments 
on long-term debt and notes payable of $2,824,000, additions to 
fixed assets of $2,915,000, purchases of investments of $262,000, 
acquisitions of businesses of $3,072,000, repurchases of common 
stock of $5,860,000 and dividend payments of $4,636,000.  The Company's 
cash and cash equivalents of $33,173,000 at December 31, 1996 
increased $2,623,000 from the December 31, 1995 balance of $30,550,000.
During 1996, cash of $28,408,000 was provided from operating activities, 
proceeds of $1,321,000 from 

<PAGE 7>

sales of fixed assets and customer accounts, proceeds of $1,118,000 from 
sales of investments and proceeds of $748,000 from the exercise of stock 
options and issuances of common stock. Cash was used during 1996 primarily 
for payments on long-term debt of $4,512,000, additions to fixed assets of 
$4,724,000, purchases of investments of $888,000, acquisitions of 
businesses of $12,523,000, repurchases of common stock of $1,802,000 and 
dividend payments of $4,523,000.

    The Company's current ratio was 1.03 to 1.0, 1.11 to 1.0 and 1.02 to 1.0
as of December 31, 1998, 1997 and 1996, respectively. The decrease in the 
current ratio in 1998 was primarily attributable to the increased acquisition 
activity in 1998 and the resultant use of substantial cash.

    In 1991, the Company entered into a long-term credit agreement with a 
major insurance company that provided for borrowings at an interest rate 
equal to the prime rate plus 1% (8.75% at December 31, 1998). At 
December 31, 1998, $4,000,000 (the maximum amount available for 
borrowings) was outstanding. In accordance with an August 1, 1998 
amendment to the loan agreement, the amount available for borrowings 
will decrease by $1,000,000 each August beginning in 2000. This credit 
agreement requires the Company to maintain certain financial ratios and 
comply with certain other covenants.

    In 1994, the Company entered into a revolving credit facility with a 
national banking institution that provided for borrowings of up to 
$10,000,000. During 1998, the Company amended the agreement to increase 
the facility to $50,000,000 and extend the maturity date to October, 2000. 
On borrowings of up to $8,000,000, the outstanding balance is adjusted 
daily based upon cash flows from operations. The interest rate on this 
portion of the facility is equal to the prime rate less 1% (6.75% at 
December 31, 1998). On borrowings under this facility in excess of 
$8,000,000, the interest rate is LIBOR plus 0.45% to 1.25%, depending 
on certain financial ratios that are calculated on a quarterly 
basis. A commitment fee of 0.125% per annum is assessed on the unused 
balance. At December 31, 1998 and 1997, $12,000,000 and $310,000, 
respectively, were outstanding against this facility.  

    The Company believes that its existing cash, cash equivalents, short-term 
investment portfolio, funds generated from operations and the availability
of the bank line of credit will be sufficient to satisfy its normal 
financial needs through at least the end of 1999. Additionally, the 
Company believes that funds generated from future operations will 
be sufficient to satisfy its normal financial needs, including the 
required annual principal payments of its long-term debt and any potential 
future tax liability.

YEAR 2000 DATA CONVERSION

Year 2000 issues relate to system failures or errors resulting from computer 
programs and embedded computer chips which utilize dates with only two 
digits instead of four digits to represent a year. A data field with two 
digits representing a year may result in an error or failure due to the 
system's inability to recognize "00" as the year 2000. The Company is 
reviewing its computer systems for Year 2000 readiness and is implementing 
a plan to resolve existing issues.

     The Company has evaluated and identified the risks of failure of its
information, financial and communication systems which may be adversely 
affected by Year 2000 issues. This internal assessment is approximately 
90% complete at present and the Company expects to finish the assessment 
process by the end of March 1999. To date, extensive testing of systems 
has been performed. The Company may conduct further testing and/or an 
external evaluation following the conclusion of its internal assessment. 
To date, approximately $320,000 has been expended in systems upgrades 
directly relating to year 2000 issues. Present estimates for further 
expenditures to address Year 2000 issues are between $200,000 and $500,000. 

   Based on its assessments to date, the Company believes it will not 
experience any material disruption as a result of Year 2000 issues in 
processing information, interfacing with key vendors or with processing 
orders and billing. However, the Year 2000 issue creates risk for the 
Company from unforeseen problems in its own computer systems and 
from third parties on which the Company relies. Accordingly, the 
Company is requesting assurances from software vendors from which it 
has purchased or from which it may purchase software that the software 
sold to the Company will continue to correctly process date information 
through the Year 2000 and beyond. In addition, the Company is querying 
its independent brokers and insurance carriers as to their progress in 
identifying and addressing problems that their computer systems may 
experience in processing date 

<PAGE 9>

information as the year 2000 approaches and thereafter. However, there 
are no assurances that the Company will identify all date-handling 
problems in its business systems or that the Company will be able to 
successfully remedy Year 2000 compliance issues that are discovered. 

    To the extent that the Company is unable to resolve its Year 2000 
issues prior to January 1, 2000, operating results could be adversely 
affected. In addition, the Company could be adversely affected if other 
entities (e.g., insurance carriers and indepenent agents 
through which the Company brokers business) not affiliated with the Company 
do not appropriately address their own Year 2000 compliance issues in 
advance of their occurrence. There is also risk that insureds may attempt 
to recover damages from the Company if their insurance policies procured 
with the assistance of the Company are believed by such insureds to cover 
Year 2000-related claims, but do not do so. The impact of these potential 
legal disputes cannot be reasonably estimated. The Company has not 
developed a contingency plan but is presently considering whether to 
develop such a plan.  There can be no assurance that Year 2000 issues 
will not have a material adverse effect on the Company's business, results 
of operations and financial condition.

FORWARD-LOOKING STATEMENTS

From time to time, the Company may publish "forward-looking statements" 
within the meaning of Section 27A of the Securities Act of 1933, as 
amended, and Section 21E of the Securities Exchange Act of 1934, as 
amended, or make oral statements that constitute forward-looking 
statements. These forward-looking statements may relate to such matters 
as anticipated financial performance of future revenues or earnings, 
business prospects, projected acquisitions or ventures, new products 
or services, anticipated market performance, compliance costs, and 
similar matters. The Private Securities Litigation Reform Act of 1995 
provides a safe harbor for forward-looking statements. In order to 
comply with the terms of the safe harbor, the Company cautions readers 
that a variety of factors could cause the Company's actual results to 
differ materially from the anticipated results or other expectations 
expressed in the Company's forward-looking statements. These risks 
and uncertainties, many of which are beyond the Company's control, include, 

<PAGE 10>

but are not limited to: (i) competition from existing insurance 
agencies and new participants and their effect on pricing of premiums; 
(ii) changes in regulatory requirements that could affect the cost of 
doing business; (iii) legal developments affecting the litigation 
experience of the insurance industry; (iv) the volatility of the 
securities markets; (v) the potential occurrence of a major natural 
disaster in certain areas of the State of Florida, where the 
Company's business is concentrated, and (vi) general economic 
conditions. The Company does not undertake any obligation to 
publicly update or revise any forward-looking statements.  



<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF INCOME

                                        	Year ended December 31,
<S>                                   <C>          <C>          <C>
(in thousands, except per share data)	1998	        1997	        1996

REVENUES
Commissions and fees	                 $150,443	    $133,249	    $123,544  
Investment income	                      	3,308 	     	4,214	     	 3,371	    
Other income		                              40	   	   1,144     	 	1,246 
     Total revenues		                  153,791   	 	138,607	   	 128,161 

EXPENSES
Employee compensation and benefits	    	79,116     		71,797     		66,542 
Other operating expenses		              30,777     		29,754    		 28,079
Interest                                 		560		        961	      	  972 
Amortization                           		5,853		      5,635	    	  5,206
     Total expenses		                  116,306	  	  108,147	   	 100,799 

Income before income taxes            		37,485     		30,460	    	 27,362
Income taxes                       	   	14,432	     	11,794	    	 10,595 
Net income 	                          $ 23,053	    $	18,666	    $	16,767	 
Other comprehensive income, 
  net of tax: Unrealized holding
   (loss) gain, net of tax benefit 
   (expense) of $770 in 1998, ($149)
   in 1997 and ($1,136) in 1996 
   on securities		                      (1,204)      	 	233		       1,675

COMPREHENSIVE INCOME	                 $	21,849	    $	18,899	     $	18,442
Basic and diluted earnings per share	 $   1.72  	  $   1.40  	   $   1.26 	
Weighted average number of shares 
 outstanding                       	   	13,431     		13,367	   	   13,304


See notes to consolidated financial statements.

</TABLE>


<PAGE 11>

<TABLE>
<CAPTION>

                       CONSOLIDATED BALANCE SHEETS

                                               Year ended December 31,
<S>                                             <C>              <C>
(in thousands, except per share data)		         1998	            1997

ASSETS
Cash and cash equivalents	                    		$	42,174        	$	48,568
Short-term investments		                           		746	          	1,299
Premiums, commissions and fees receivable		     		69,186         		66,753
Other current assets		                           		9,840          		8,249
     Total current assets		                    		121,946        		124,869
   
Fixed assets, net		                             		13,698         		12,905	
Intangibles, net		                              		79,483          	50,846
Investments		                                   		10,483         		11,498
Other assets	                                   			4,903          		4,411
     Total assets		             	               $230,513 	       $204,529
   
LIABILITIES
Premiums payable to insurance companies			      $	89,405	        $	81,951
Premium deposits and credits due customers			     	8,379	          	7,035
Accounts payable and accrued expenses				         16,122         		17,629
Current portion of long-term debt			              	4,960          		6,074
     Total current liabilities				               118,866	        	112,689
  
Long-term debt				                                17,207	          	6,257
Deferred income taxes                          				2,403          		2,875
Other liabilities			                              	7,829          		6,478
     Total liabilities	                       			146,305        		128,299


SHAREHOLDERS' EQUITY(1)
Common stock, par value $.10 per share;
 authorized 70,000 shares; issued 13,498 
 shares at 1998 and 13,386 shares at 1997       			1,350	          	1,339
Retained earnings		                             		77,318         		68,147
Accumulated other comprehensive income, 
 net of tax effect of $3,542
 at 1998 and $4,312 at 1997	                    			5,540          		6,744

  Total shareholders' equity	                  			84,208	         	76,230

   Total liabilities and shareholders' equity	 	$230,513	        $204,529


(1) Amounts shown for prior year's common stock and retained earnings have 
    been restated to account for a three shares for two stock split, 
    effected as a 50% common stock dividend.

See notes to consolidated financial statements.

</TABLE>


<PAGE 12>


<TABLE>
<CAPTION>
	
                   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<S>                      <C>      <C>     <C>     <C>        <C>        <C>
                     					     	  	       Addi-    	         Accumulated		 
               		       Common Stock	 	   tional     	      	Other
                                 			   			Paid-In		Retained  Comprehensive	
                  		     Shares		Amount   Capital		Earnings		Income		  	Total

(in thousands, except per share data)

BALANCE, JANUARY 1, 1996	 13,302	 $	1,330	 $	2,153	$	45,940	$	4,836		$	54,259 
Net income							                                   	16,767		       			16,767
Acquired and issued for
 employee stock	benefit 
 plans and stock 
 acquisitions		             (39)     		(3) 		(942)  		(109)		      			(1,054)
Net increase in unrealized 
 appreciation of	available-
 for-sale securities				                                						1,675		 	1,675
Cash dividends paid 
  ($.3267 per share)			                          	 		(4,556)     					(4,556) 

BALANCE, 
 DECEMBER 31, 1996	     	13,263	   	1,327 		 1,211	 	58,042	 	6,511			67,091
Net income					                                   			18,666	      				18,666	
Acquired and issued
  for employee stock
	 benefit plans and 
  stock acquisitions 	     	123		      12	 	(1,211)  (3,925)	     				(5,124)
Net increase in 
 unrealized appreciation of
	available-for-sale securities	                       									 233   			233

Cash dividends paid
 ($.3533 per share)                     		    			 	 		(4,636)   					 (4,636)	

BALANCE, 
 DECEMBER 31, 1997		     13,386		   1,339		     -	 	  68,147 		6,744			76,230
Net income 	 						                                  	23,053	      				23,053 
Acquired and issued 
 for employee stock
	benefit plans and 
 stock acquisitions		       112	      	11		     -	   	(8,388)	     				(8,377)
Net decrease in 
 unrealized appreciation 
	of available-for-sale 
 securities			                                       							   (1,204)	(1,204)	
Cash dividends paid 
  ($.4100 per share)	                  	    			    			(5,494)		     			(5,494)

BALANCE, 
  DECEMBER 31, 1998		    13,498	 $ 1,350	   $  	-	  $ 77,318	 $	5,540 $	84,208

</TABLE>


<PAGE 13>


<TABLE>
<CAPTION>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                           	Year ended December 31,
<S>                                    <C>          <C>             <C>
(in thousands)	                        1998	        1997	           1996

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	                            $	23,053	    $	18,666	       $	16,767
Adjustments to reconcile net income
 to net cash provided by 
 operating activities:
  Depreciation		                          3,528	      	3,157		         2,939
  Amortization		                          5,853      		5,635         		5,206
  Provision for doubtful accounts 	        	-	          	250            		17
  Deferred income taxes	                   	271        		(94)          		943
  Net losses (gains) on sales of 
   investments, fixed assets and 
   customer accounts	                      	406        	(933)	       	(1,194)
  Premiums, commissions and fees 
    receivable increase	                 (2,324)      		(345)       		(6,317)
  Other assets increase                		(1,426)    		(1,294)       		(1,083)
  Premiums payable to insurance
    companies increase	                   6,721		      1,236         		8,255
  Premium deposits and credits 
   due customers increase (decrease)	    	1,344	       	(294)        		1,259
  Accounts payable and accrued
   expenses (decrease) increase	        	(2,303)	      4,937         		2,104
  Other liabilities increase (decrease)  	1,190	       	(223)         		(488)

Net cash provided by operating 
 activities                          		   36,313  		   30,698	       	28,408

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets	               	(4,510)	    	(2,915)      		(4,724)
Payments for businesses acquired, 
 net of cash acquired	                   (29,608)    		(3,072)     		(12,523)
Proceeds from sales of fixed assets 
 and customer accounts		                     220	        	597	        	1,321
Purchases of investments	                	(1,146)      		(262)        		(888)
Proceeds from sales of investments	       	1,030		        557        		1,118
Net cash used in investing activities	  	(34,014)	    	(5,095)   	  	(15,696)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt	             	 (7,811)    		(2,824)      		(4,512)
Proceeds from long-term debt	          	  12,000      		2,068          		-
Exercise of stock options and issuances 
 of stock	                                	1,845	      	1,044          		748
Purchases of stock                      		(9,233)    		(5,860)	      	(1,802)
Cash dividends paid		                     (5,494)    		(4,636)      		(4,523)
Net cash used in financing activities	   	(8,693)	   	(10,208)     		(10,089)

Net (decrease) increase in cash and 
 cash equivalents		                       (6,394)     	15,395        		2,623
Cash and cash equivalents at beginning
  of year                                	48,568	     	33,173       		30,550
Cash and cash equivalents at end of year	$42,174    	$	48,568      	$	33,173

See notes to consolidated financial statements.

</TABLE>


<PAGE 14>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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

Principles of Consolidation

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

	As more fully described in Note 2-Mergers, the accompanying consolidated 
financial statements for all periods presented have been restated to show 
the effect of the acquisition of Daniel-James Insurance Agency, Inc. during 
1998.

Revenue Recognition

Commissions relating to the brokerage and agency activity whereby the 
Company has primary responsibility for the collection of premiums from 
insureds are generally recognized as of the latter of the effective date 
of the insurance policy or the date billed to 

<PAGE 15>

the customer. Commissions to be received directly from insurance companies 
are generally recognized when the amounts are determined. Subsequent 
commission adjustments, such as policy endorsements, are recognized upon 
notification from the insurance companies. Commission revenues are 
reported net of sub-broker commissions.  Contingent commissions from 
insurance companies are recognized when received. Fee income is recognized 
as services are rendered. 

Use of Estimates

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

Cash and Cash Equivalents

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

Premiums, Commissions and Fees Receivable

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


<PAGE 16>

Investments

The Company's marketable equity securities have been classified as 
"available-for-sale" and are reported at estimated fair value, with 
the accumulated other comprehensive income (unrealized gains and losses), 
net of tax, reported as a separate component of shareholders' equity. 
Realized gains and losses and declines in value judged to be 
other-than-temporary on available-for-sale securities are included 
in investment income. The cost of securities sold is based on the 
specific identification method. Interest and dividends on securities 
classified as available-for-sale are included in investment income.

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

     Accumulated other comprehensive income reported in shareholders' 
equity was $5,540,000 at December 31, 1998 and $6,744,000 at 
December 31, 1997, net of deferred income taxes of $3,542,000 
and $4,312,000, respectively. The Company owned 559,970 
shares of Rock-Tenn Company common stock at December 31, 1998 and 1997 
which have been classified as non-current, available-for-sale securities.  
The Company has no current plans to sell these shares.

Fixed Assets

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

Intangibles

Intangible assets are stated at cost less accumulated amortization, and 
principally represent 

<PAGE 17>

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

    The carrying value of intangibles, corresponding with each agency division 
comprising the Company, is periodically reviewed by management to determine if 
the facts and circumstances suggest that they may be impaired. In the 
insurance brokerage and agency industry, it is common for agencies or 
customer accounts to be acquired at a price determined as a multiple of 
the corresponding revenues. Accordingly, the Company assesses the 
carrying value of its intangibles by comparison to a reasonable multiple 
applied to corresponding revenues, as well as considering the operating 
cash flow generated by the corresponding agency division. Any impairment 
identified through this assessment may require that the carrying value of 
related intangibles be adjusted; however, no impairments have been 
recorded for the years ended December 31, 1998, 1997 and 1996.

Income Taxes

The Company files a consolidated federal income tax return. Deferred income 
taxes are provided for in the consolidated financial statements and relate 
principally to expenses charged to income for financial reporting purposes 
in one period and deducted for income tax purposes in other periods, 
unrealized appreciation of available-for-sale securities, and basis 
differences of intangible assets.

Earnings Per Share

All share and per-share information in the financial statements has been 
adjusted to give 

<PAGE 18>

effect to the three-for-two common stock split which was 
effected as a 50% common stock dividend and which became effective on 
February 27, 1998.

     Basic earnings per share (EPS) is computed by dividing income available 
to common shareholders by the weighted-average number of common shares 
outstanding for the period. Basic EPS excludes dilution and Diluted EPS 
reflects the potential dilution that could occur if securities or other 
contracts to issue common stock were exercised or converted to common stock.

Newly Issued Accounting Standards

On January 1, 1998, the Company adopted Statement of Financial Accounting 
Standards (SFAS) No. 130, "Reporting Comprehensive Income" (SFAS 130). 
SFAS 130 establishes new standards for the reporting and display of 
comprehensive income and its components. Comprehensive income, as 
defined, includes all changes in equity (net assets) during a 
period from non-owner sources. Adoption of this Statement had 
no impact on the Company's consolidated financial position, 
results of operations or cash flows.

    On January 1, 1998, the Company adopted SFAS No. 131, "Disclosure About 
Segments of an Enterprise and Related Information" (SFAS 131). SFAS 131 
requires the Company to report summarized financial information concerning 
the Company's reportable segments, as disclosed in Note 14. Adoption of 
this Statement had no impact on the Company's consolidated financial 
position, results of operations or cash flows.


NOTE 2  MERGERS

On April 14, 1998, the Company issued 278,765 shares of its common stock in 
exchange for all of the outstanding stock of Daniel-James Insurance Agency,
Inc. ("Daniel-James"), an Ohio corporation with offices in Perrysburg, Ohio
and Indianapolis, Indiana, and for all of the outstanding membership
interests of Becky-Lou Realty Limited ("Becky-Lou"), an Ohio limited 
liability company. This transaction has been accounted for as a 
pooling-of-interests and, accordingly, the Company's consolidated 
financial statements and related notes to the consolidated financial 
statements have been restated for all periods prior to the acquisition to 

<PAGE 19>

include the results of operations, financial positions and cash flows of 
Daniel-James and Becky-Lou.

     The following table reflects the 1997 and 1996 individual operating 
results of the Company, Daniel-James and Becky-Lou. 


<TABLE>
<CAPTION>
<S>                             <C>          <C>           <C>       <C>
(in thousands of dollars, 	    	Audited	              		Unaudited
except per share data)        		Poe & Brown		Daniel-James		Becky-Lou		Combined

1997
  	Revenues	                    $129,190	    $ 	9,215     	$  	202	   $138,607
  	Net Income	                   	19,386	       	(774)        		54    		18,666

1996 
  	Revenues	                   $118,680	     $  	9,279	    $  	202	   $128,161
  	Net Income		                  16,497	          	168	       	102    		16,767


                                            					1997       		1996
NET INCOME PER SHARE

As previously recorded		                         $	1.48	      $	1.27
As combined		                                    $	1.40      	$	1.26


</TABLE>


NOTE 3  ACQUISITIONS

During 1998, the Company acquired the assets of 19 general insurance
agencies, several books of business (customer accounts) and the 
outstanding shares of one general insurance agency at an aggregate 
cost of $34,599,000, including $29,608,000 of net cash payments and 
notes payable of $4,991,000. These acquisitions were accounted for as 
purchases and substantially the entire cost was assigned to purchased 
customer accounts, non-compete agreements and goodwill. 

    The results of operations for the acquired companies have been combined
with those of the Company since their respective acquisition dates. If the 
acquisitions had 

<PAGE 20> 

occurred at the beginning of the years presented, the 
Company's results of operations would be as shown in the following table. 
These unaudited pro forma results are not necessarily indicative of the 
actual results of operations that would have occurred had the acquisitions 
actually been made at the beginning of the respective periods.



<TABLE>
<CAPTION>

                                       									Unaudited
                           			 				           Year ended December 31,
<S>                                          <C>        <C>       <C>
(in thousands, except per share data)     			1998   	  	1997	    	1996


Total revenues	                              $162,543	  $161,683 	 $151,308
Income before taxes	                          	38,347  	 	32,669	   	29,707
Net income		                                  	23,579	   	20,013		   18,155
Earnings per share                          	$  	1.76 	 $  	1.50	  $  	1.36

</TABLE>


	During 1997, the Company acquired four general insurance agencies and 
several books of business which were accounted for as purchases. The total 
cost of these acquisitions was $5,439,000, including $3,072,000 of cash 
payments and notes payable of $2,367,000. The total purchase price was 
assigned to purchased customer accounts and other intangible assets.

  During 1996, the Company acquired three general insurance agencies, one 
insurance brokerage firm and several books of business which were all 
accounted for as purchases. The total cost of these acquisitions was 
$18,911,000, including $12,523,000 of cash payments and notes payable of 
$6,388,000. The total purchase price was assigned to purchased customer 
accounts, goodwill and other intangible assets.

    Additional or return consideration resulting from acquisition 
contingency provisions is recorded as an adjustment to intangibles 
when the contingency occurs. Contingency payments totaling $1,536,000 
were made in 1998. Contingency payments made in 1997 totaled $154,000, 
and no contingency payments were made during 1996. As of December 31, 1998, 
the maximum future contingency payments related to the 1998 acquisitions 
totaled $3,480,000. 


<PAGE 21>

NOTE 4  INVESTMENTS


<TABLE>
<CAPTION>

Investments at December 31 consisted of the following: 

                                                 									1998
                                            			 						Carrying Value
<S>                                                  <C>        <C>
(in thousands)						                               		Current	   Non-Current

Available-for-sale marketable equity securities 			  $  	176	   $	10,483
Nonmarketable equity securities and certificates 
 of deposit		                                           	570        		-
Total investments  		                              		$  	746	   $	10,483
</TABLE>


<TABLE>
<CAPTION>
                                                   									1997
                                             			 						Carrying Value
<S>                                                  <C>         <C>
(in thousands)						                               		Current    	Non-Current

Available-for-sale marketable equity securities 			  $   	62	    $	11,498
Nonmarketable equity securities and certificates 
  of deposit	                                        		1,237        		-
Total investments  				                              $	1,299	    $	11,498

</TABLE>


<TABLE>

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

<S>                             <C>          <C>         <C>        <C>
                           					Gross       	Gross
                           					Unrealized	  Unrealized 	Estimated
(in thousands)			             		Cost	        Gains	      Losses    	Fair Value

MARKETABLE EQUITY SECURITIES:

	1998	                          $	1,576	     $ 	9,093	   $  	10 	   $	10,659
	1997	                          $  	504	     $	11,057	   $	   1  	  $	11,560

In 1998, proceeds from sales of available-for-sale securities totaled
$1,030,000, resulting in gross realized gains of $165,000. Proceeds 
from sales of available-for-sale securities totaled $557,000 in 1997, 
resulting in gross realized gains and losses of $349,000 and ($23,000), 

<PAGE 22>

respectively. In 1996, proceeds from sales of available-for-sale securities 
totaled $1,118,000, resulting in gross realized gains and losses of $91,300
and ($71,700), respectively. 

Cash, cash equivalents, investments, premiums and commissions receivable, 
premiums payable to insurance companies, premium deposits and credits due 
customers, accounts payable and accrued expenses, and current and long-term 
debt are considered financial instruments. The carrying amount for each of 
these items at December 31, 1998 approximates its fair value.

NOTE 5  FIXED ASSETS


</TABLE>


<TABLE>
<CAPTION>

Fixed assets at December 31 consisted of the following: 
<S>                                          <C>              <C>
(in thousands)					                       			1998	            1997

Furniture, fixtures and equipment			         $	30,453	        $	27,318
Land, buildings and improvements		            		1,361	 	         1,245
Leasehold improvements                      				1,411	       	   1,241
                                       						$	33,225	        $	29,804
Less accumulated depreciation 	             	 	19,527	        	 16,899
                                       						$	13,698	        $	12,905

</TABLE>


Depreciation expense amounted to $3,528,000 in 1998, $3,157,000 in 1997, and 
$2,939,000 in 1996. 

NOTE 6  INTANGIBLES


<TABLE>
<CAPTION>

Intangibles at December 31 consisted of the following:

<S>                                      <C>                <C>
(in thousands)		                   						1998              	1997

Purchased customer accounts           			$ 	74,399	         $	56,063
Non-compete agreements				                  19,111	        	  12,130
Goodwill						                           	  28,577	        	  20,345
Acquisition costs     			                   	1,552	        	   1,143
                                     	 	  	123,639		          89,681
Less accumulated amortization 			        	  44,156	        	  38,835
                                   					 $ 	79,483         	$	50,846

</TABLE>

<PAGE 23>

Amortization expense amounted to $5,853,000 in 1998, $5,635,000 in 1997, and 
$5,206,000 in 1996.

NOTE 7  LONG-TERM DEBT 


<TABLE>
<CAPTION>

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

<S>                                     <C>              <C>
(in thousands)						                  		1998            	1997

Long-term credit agreement 		          	$	4,000 	        $	4,000
	
Revolving credit facility 		         	  	12,000            		310
Notes payable from treasury 
 stock purchases	                        			647 	           	879
Acquisition notes payable 		            		5,520	        	  4,958
Other notes payable	                       		-         		  2,184
                                							  22,167	         	12,331
Less current portion                  				4,960	         	 6,074

Long-term debt	 				                    $ 17,207	        $	6,257

</TABLE>


   In 1991, the Company entered into a long-term credit agreement with a major 
insurance company that provided for borrowings at an interest rate equal to 
the prime rate plus 1% (8.75% at December 31, 1998). At December 31, 1998, 
$4,000,000 (the maximum amount currently available for borrowings) was 
outstanding. In accordance with an August 1, 1998 amendment to the loan 
agreement, the outstanding balance will be repaid in annual installments 
of $1,000,000 each August beginning in 2000. This credit agreement requires 
the Company to maintain certain financial ratios and comply with certain 
other covenants.

    In 1994, the Company entered into a revolving credit facility with a 
national banking institution that provided for borrowings of up to 
$10,000,000. During 1998, the Company amended the agreement to increase 
the facility to $50,000,000 and extend the maturity date to October, 2000. 
On borrowings of up to $8,000,000, the outstanding balance is adjusted 
daily based upon cash flows from operations. The interest rate on this 
portion of the facility is equal to the prime rate less 1% (6.75% at 
December 31, 1998). On borrowings under this facility in excess of 
$8,000,000, the interest rate is LIBOR plus 0.45% to 1.25%, depending 
on certain financial ratios that are calculated on a quarterly basis. 
A commitment fee of 0.125% per annum is assessed on the unused balance. At 
December 31, 1998 and 1997, $12,000,000 and $310,000, respectively, were 
outstanding against this facility. 

<PAGE 24>

   Treasury stock notes payable are due to various individuals for the 
redemption of Brown & Brown, Inc. stock. These notes bear no interest 
and have maturities ranging from calendar years ending 1999 to 2001. These 
notes have been discounted at effective yields ranging from 7.9% to 8.75% 
for presentation in the consolidated financial statements.

    Acquisition notes payable represent debt incurred to former owners of
certain agencies acquired in 1998, 1997 and 1996. These notes, including 
future contingent payments, are payable in monthly and annual installments 
through 2001, including interest ranging from 5% to 6%.

   Maturities of long-term debt for succeeding years are $4,960,000 in 1999, 
$13,966,000 in 2000, $1,241,000 in 2001, $1,000,000 in 2002 and $1,000,000
in 2003.

   Interest expense included in the consolidated statements of income 
was $560,000 in 1998, $961,000 in 1997 and $972,000 in 1996. 

NOTE 8  INCOME TAXES

At December 31, 1998, the Company had a net operating loss carryforward 
of $302,000 for income tax reporting purposes, portions of which expire 
in the years 1999 through 2013. This carryforward was derived from an 
agency acquired by the Company in 1998. For financial reporting purposes, 
a valuation allowance of $38,000 has been recognized to offset the 
deferred tax asset related to this carryforward.

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


<TABLE>
<CAPTION>

<S>                                      <C>            <C>
(in thousands)							                   	1998          	1997

Deferred tax liabilities:	
     Fixed assets					                   $ 	1,228  	    $	 1,416
     Net unrealized appreciation of 
      available-for-sale securities       		3,542		        4,312
     Installment sales	                      			2           		24
	
     Prepaid insurance and pension		        		771          		746
     Intangible assets		                    		208           		44

<PAGE 25>

Total deferred tax liabilities		          		5,751       	 	6,542
Deferred tax assets:
     Deferred compensation              				1,926        		1,697
     Accruals and reserves	              			1,010        		1,175
     Net operating loss carryforwards	     			179          		220
     Allowance for doubtful accounts 	      			-	           	332
     Other				                              		271	          	281

     Valuation allowance for deferred 
       tax assets	                        		 	(38)         		(38)
     Total deferred tax assets	          			3,348        		3,667
     Net Deferred Tax Liabilities	      		$	2,403     	 $ 	2,875
</TABLE>


<TABLE>
<CAPTION>

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

<S>                               <C>          <C>         <C>
(in thousands)		                 	1998       		1997	      	1996

Current:
     Federal		                    $	12,179  	  $	10,332   	 	8,570
     State	                       			1,955	      	1,730    		1,374
Total current provision           		14,134   		  12,062   	 	9,944
Deferred:
     Federal                        			267       		(228)     		535
     State                          				31        		(40)     		116
Total deferred (benefit) provision		   298       		(268)     		651
Total tax provision 	             $	14,432    	$	11,794	 $ 	10,595


</TABLE>


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

<S>                                      <C>    <C>     <C>
(in thousands)			      	                 1998 		1997 		 1996

Federal statutory tax rate		             35.0% 	35.0%	  35.0%
State income taxes, 
net of federal income tax benefit	       	3.4  		3.7 	   3.3
Interest exempt from taxation 
and dividend exclusion                 		(0.2)		(0.8)   (0.5)
Non-deductible amortization             		0.4  		0.4		   0.6
Other, net 	                           		(0.1) 		0.4 	  	0.3

Effective tax rate	                     	38.5%		38.7%	 	38.7%

</TABLE>


   Income taxes payable were $773,000 and $612,000 at December 31, 1998 and 
December 31, 1997, respectively, and are reported as a component of 
accounts payable and accrued expenses.  

<PAGE 26>

NOTE 9  EMPLOYEE BENEFIT PLAN

The Company has an Employee Savings Plan (401(k)) under which substantially 
all employees with more than 30 days of service are eligible to 
participate. Under this plan, the Company makes matching contributions, 
subject to a maximum of 2.5% of each participant's salary. Further, the 
Company provides for a discretionary profit sharing contribution for all 
eligible employees. The Company's contributions to the plan totaled 
$2,093,000 in 1998, $1,788,000 in 1997 and $1,541,000 in 1996. 

NOTE 10  STOCK-BASED COMPENSATION AND INCENTIVE PLANS

Employee Stock Purchase Plan

The Company has adopted an employee stock purchase plan (the "Stock 
Purchase Plan"), which allows for substantially all employees to 
subscribe to purchase shares of the Company's stock at 85% of the 
lesser  of the market value of such shares at the beginning or end of 
each annual subscription period. The total number of shares available 
for issuance under the Stock Purchase Plan as of December 31, 1998 was 
750,000. As of December 31, 1998, 387,172 shares remained authorized and 
reserved for future issuance under this Plan.   

    The Company accounts for the Stock Purchase Plan under APB 25, under 
which no compensation expense has been recognized. Had compensation 
expense for the Stock Purchase Plan been determined consistent with 
SFAS 123, it would have had an immaterial effect on the Company's net 
income and earnings per share for the years ended December 31, 1998, 
1997 and 1996.

Stock Performance Plan

The Company has adopted a stock performance plan, under which up to 900,000
shares of the Company's stock ("Performance Stock") may be granted to key 
employees contingent on the employees' years of service with the Company 
and other criteria established by the Company's Compensation Committee. 
Shares must be vested before participants take full 

<PAGE 27>

title to Performance Stock. Of the grants currently outstanding, specified 
portions will satisfy the first condition for vesting based on increases in 
the market value of the Company's common stock from the initial price
specified by the Company. Awards satisfy the second condition for vesting 
on the earlier of: (i) 15 years of continuous employment with the Company 
from the date shares are granted to the participant; (ii) attainment of 
age 64; or (iii) death or disability of the participant. Dividends are 
paid on unvested Performance Stock that has satisfied the first vesting 
condition, and participants may exercise voting privileges on such shares. 
At December 31, 1998, 610,040 shares had been granted under the plan 
at initial stock prices ranging from $15.17 to $34.00. As of 
December 31, 1998, 368,835 shares had met the first condition for 
vesting. The compensation element for Performance Stock is equal to 
the fair market value of the shares at the date the first vesting 
condition is satisfied and is expensed over the remaining vesting 
period. Compensation expense related to this Plan totaled $732,000 
in 1998 and $175,000 in 1997.

NOTE 11  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


<TABLE>
<CAPTION>

                                    	Year ended December 31,
<S>                                <C>         <C>        <C>
(in thousands)							              1998      		1997	     	1996

Unrealized (depreciation) 
  appreciation of 
  available-for-sale securities 
  net of tax benefit (expense)
  of $770 for 1998, ($149) for 
  1997 and ($1,136) for 1996	      $	(1,204)	  $	  233	   $ 	1,675
Notes payable issued for purchased
  customer accounts                		 4,991   		 2,367     		6,388
Notes received on the sale of 
  fixed assets and customer 
  accounts                          		1,249    		  187	      	 557
Cash paid during the year for:
     Interest			                      		854	      	725       		910
	
     Income taxes               				 14,112   		11,211  		   10,609

</TABLE>


<PAGE 28>

NOTE 12  COMMITMENTS AND CONTINGENCIES

The Company leases facilities and certain items of office equipment under 
noncancelable operating lease arrangements expiring on various dates 
through 2005. The facility leases generally contain renewal options and 
escalation clauses based on increases in the lessors' operating expenses 
and other charges. The Company anticipates that most of these leases 
will be renewed or replaced upon expiration. At December 31, 1998, 
the aggregate future minimum lease payments under all noncancelable 
lease agreements were as follows: 



<TABLE>
<CAPTION>

<S>                                            <C>
Year Ending December 31,			                         		(in thousands)

1999		                                      				$	6,330
2000				                                      		$	5,530
2001					                                      	$	5,101
2002				                                      		$	4,952
2003				                                      		$	3,915
Thereafter			                                			$	4,168
Total minimum future lease payments          			$	29,996

</TABLE>


    Rental expense in 1998, 1997 and 1996 for operating leases totaled 
$5,540,000, $5,307,000 and $5,376,000, respectively.

    The Company is not a party to any legal proceedings other than 
various claims and lawsuits arising in the normal course of business. 
Management of the Company does not believe that any such claims or 
lawsuits will have a material effect on the Company's financial condition 
or results of operations.

NOTE 13  BUSINESS CONCENTRATIONS

Substantially all of the Company's premiums receivable from customers 
and premiums payable to insurance companies arise from policies sold on 
behalf of insurance companies. The Company, as broker and agent, typically 
collects premiums, retains its commission, and remits the balance to the 
insurance companies. A significant portion of business written by the 
Company is for customers located in Florida. Accordingly, the occurrence 
of adverse economic conditions or an adverse regulatory climate in Florida 
could have a material 

<PAGE 29>

adverse effect on the Company's business, although no such conditions 
have been encountered in the past.

    For the years ended December 31, 1998, 1997 and 1996, approximately 17%, 
20% and 22%, respectively, of the Company's revenues were from insurance 
policies underwritten by one insurance company. Should this carrier seek 
to terminate its arrangement with the Company, the Company believes other 
insurance companies are available to underwrite the business, although 
some additional expense and loss of market share could possibly result. 
No other insurance company accounts for as much as five percent of the 
Company's revenues. 

NOTE 14  SEGMENT INFORMATION

The Company's business is divided into four divisions: the Retail Division, 
which markets and sells a broad range of insurance products to commercial, 
professional and individual clients; the National Programs Division, which 
develops and administers property and casualty insurance and employee 
benefits coverage solutions for both professional and commercial groups
and trade associations nationwide; the Service Division, which provides 
insurance-related services such as third-party administration and 
consultation for workers' compensation and employee benefit 
self-insurance markets; and the Brokerage Division, which markets and 
sells excess and surplus commercial insurance primarily through 
non-affiliated independent agents and brokers. The Company conducts all of 
its operations in the United States.

    The accounting policies of the reportable segments are the same as those
described in Note  1-Summary of Significant Accounting Policies. The 
Company evaluates the performance of its segments based upon revenues 
and income before income taxes. Intersegment revenues are not significant.

    Summarized financial information concerning the Company's reportable
segments is shown in the following table. The "Other" column includes 
corporate-related items and, as it relates to segment profit, income and 
expense not allocated to reportable segments. 

<PAGE 30>


<TABLE>
<CAPTION>
<S>                  <C>      <C>       <C>       <C>        <C>    <C>
(in thousands)	      Retail	  Programs	 Service	  Brokerage  Other  Total
Year Ended 
 December 31, 1998: 
Total Revenues		     $100,348 $ 26,737  $	14,025	 $	13,611	  $	(930) $	153,791
Interest and other
 investment income 	    1,672	  	1,684	     	207	     	358 	  	(613)	   	3,308
Interest expense				      835	  	  - 	      - 	        	12   		(287)     		560
Depreciation and 
 amortization 		       	6,475	  	1,452	     	319 		    925 	  	 210	 	   9,381
Income (loss) before 
  income taxes		      	21,311	 	 9,515	   	2,496 	  	4,888	   	(725)	  	37,485
Total assets 			     	125,916  	59,686	   	5,421 	 	29,850	  	9,640	  	230,513
Capital expenditures   	3,177		    666		     383 		    223	  	   61	    	4,510

Year Ended 
  December 31, 1997: 
Total Revenues    		 $	85,035	$	26,821  $	12,333 	 $	13,440  $ 	978 	 $138,607 
Interest and other 
  investment income    	1,266 		 1,904 	    	183 	     	421 	  	440    		4,214 
Interest expense       			111 	   	- 		     - 		        313   		537      		961 
Depreciation and 
  amortization 		      	5,594 	 	1,203 	    	335 		     783   		877  	  	8,792 
Income (loss) before 
  income taxes      			14,999	 	 9,657   		1,964 	   	4,783 	 	(943)  		30,460 

Total assets      				112,311 		58,505   		4,178 	  	29,470    		65  		204,529 
Capital expenditures   	1,789    		563     		259 		     283    		21    		2,915 

Year Ended 
  December 31, 1996: 
Total Revenues			    $	77,514 $	28,153 	$	10,206 	 $	11,461 	$ 	827 	 $128,161 
Interest and other 
  investment income    	1,144 	 	1,840     		169 		     237   		(19)   		3,371 
Interest expense			 	      48 		  - 	      	-         		264   		660      		972 
Depreciation and 
  amortization 		      	5,631 	 	1,277     		292 	     	764   		181    		8,145 
Income (loss) before 
  income taxes 	     		13,885  		8,929   		1,683 	   	3,210  		(345)  		27,362 

Total assets			       	92,923 		56,737   		3,941 	  	26,825  		7,688 		188,114 
Capital expenditures   	2,749  		1,097 	    	399 	     	445     		34   		4,724 

</TABLE>


  	Revenue from insurance policies underwritten by one insurance company 
represents approximately $25,772,000 of the Company's consolidated
revenues. All of the reported segments derive revenue from this insurance 
company. 

 
             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                 TO THE BOARD OF DIRECTORS OF POE & BROWN, INC.

We have audited the accompanying consolidated balance sheets of Poe & Brown, 
Inc. and 

<PAGE 31>

subsidiaries as of December 31, 1998 and 1997, and the related 
consolidated statements of income, shareholders' equity and cash flows 
for each of the three years in the period ended December 31, 1998. These 
financial statements are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audits.

  	We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

  	In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of Poe & Brown, Inc. and 
subsidiaries as of December 31, 1998 and 1997, and the results of their 
operations and their cash flows for each of the three years in the period 
ended December 31, 1998 in conformity with generally accepted accounting 
principles.


                                          Arthur Andersen LLP
Orlando, Florida
  January 21, 1999





                                  EXHIBIT 22

                      POE & BROWN, INC.  SUBSIDIARIES

Florida Corporations:

AMMIA, Inc.
Bill Williams Agency, Inc.
Boulton Agency, Inc.
Brown & Brown, Inc. - d/b/a Poe & Brown Benefits, Poe & Brown Financial 
  Advisers, United Self Insured Services, Poe & Brown Insurance
C. D. Petrie, Inc.
Jerry F. Nichols & Associates, Inc.
Madoline Corporation
Underwriters Services, Inc.

Foreign Corporations:

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

Indirect Subsidiaries:

America Underwriting Management, Inc. (FL)
DSD Insurance Agency, Inc. (AZ)
Ernest Smith Insurance Agency, Inc. (FL)
Florida Intracoastal Underwriters, Limited Co. (FL) (limited company)
Halcyon Underwriters, Inc. (FL)
The Homeowner Association Risk Purchasing Group, Inc. (AZ)
Hotel-Motel Insurance Group, Inc. (FL)
MacDuff America, Inc. (FL)
MacDuff Pinellas Underwriters, Inc. (FL)
MacDuff
 Underwriters, Inc. (FL) - d/b/a Roehrig & MacDuff
Nevada Apartment Insurance (NV)
Poe & Brown of Indiana, Inc. (IN)
Poe & Brown of Nevada, Inc. (NV)
Poe & Brown of New Mexico, Inc. (NM)
Shanahan, McGrath & Bradley, Inc. (AZ)
Thim Insurance Agency, Inc. (AZ)




                                Exhibit 23

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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

	As independent certified public accountants, we hereby consent to
the incorporation of our report dated January 21, 1999, incorporated 
by reference in this Form 10-K, into the Company's previously filed 
Registration Statements (File Nos. 33-1900, 33-41204, 33-41825 
and 333-14925).


                                        						ARTHUR ANDERSEN LLP


March 15, 1999

  Orlando, Florida 





                           Exhibit 24a



                          POWER OF ATTORNEY

   	The undersigned constitutes and appoints Laurel L. Grammig and James L. 
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 1998 
Annual Report on Form 10-K for Poe & Brown, Inc., and to file the same, 
with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises as fully to all intents and purposes as he might or could in 
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.

                                						/S/ BRADLEY CURREY				
                                      _______________________________
                                      	Brad Currey					


Dated:  January 27, 1999

<PAGE 2>
                                POWER OF ATTORNEY

    	The undersigned constitutes and appoints Laurel L. Grammig and James L.
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities,
 to sign the 1998 
Annual Report on Form 10-K for Poe & Brown, Inc., and to file the same, 
with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises as fully to all intents and purposes as he might or could in 
person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.

                                						 	/S/ J. HYATT BROWN			
                                        ___________________________
                                       	J. Hyatt Brown					


Dated:  January 27, 1999

<PAGE 3>

                              POWER OF ATTORNEY

    	The undersigned constitutes and appoints Laurel L. Grammig and James L.
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 
1998 Annual Report on Form 10-K for Poe & Brown, Inc., and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto 
said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done 
in and about the premises as fully to all intents and purposes as he might 
or could in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do or 
cause to be done by virtue hereof.

                               							/S/ KENNETH E. HILL			
                                      ______________________________
                                     	Ken Hill					


Dated:  January 27, 1999

<PAGE 4>

                               POWER OF ATTORNEY

   	The undersigned constitutes and appoints Laurel L. Grammig and James L.
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 
1998 Annual Report on Form 10-K for Poe & Brown, Inc., and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto 
said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done 
in and about the premises as fully to all intents and purposes as he might 
or could in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitutes, may lawfully do or 
cause to be done by virtue hereof.

                               							/S/ DAVID H. HUGHES			
                                      _______________________________
                                     	David H. Hughes					


Dated:  January 27, 1999

<PAGE 5>

                            POWER OF ATTORNEY

    	The undersigned constitutes and appoints Laurel L. Grammig and James L. 
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 
1998 Annual Report on Form 10-K for Poe & Brown, Inc., and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto 
said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be 
done in and about the premises as fully to all intents and purposes as 
he might or could in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitutes, may lawfully do or 
cause to be done by virtue hereof.

                                    							/S/ JAN E. SMITH				
                                           ______________________________
                                          	Jan E. Smith					


Dated:  January 27, 1999

<PAGE 6>

                              POWER OF ATTORNEY

    	The undersigned constitutes and appoints Laurel L. Grammig and James L. 
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 1998 
Annual Report on Form 10-K for Poe & Brown, Inc., and to file the same, 
with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises as fully to all intents and purposes as he might or could in 
person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.

                               							/S/ T.J. HOEPNER			
                                      ________________________
                                     	Theodore Hoepner					


Dated:  January 27, 1999

<PAGE 7>

                            POWER OF ATTORNEY

    	The undersigned constitutes and appoints Laurel L. Grammig and James L.
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 
1998 Annual Report on Form 10-K for Poe & Brown, Inc., and to file 
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto 
said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done 
in and about the premises as fully to all intents and purposes as he might 
or could in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do or cause to be 
done by virtue hereof.

                             							/S/ SAMUEL P. BELL			
                                    _____________________________
                                   	Sam Bell					


Dated:  January 27, 1999

<PAGE 8>

                         POWER OF ATTORNEY

    	The undersigned constitutes and appoints Laurel L. Grammig and James L. 
Olivier, or either of them, as his true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign the 
1998 Annual Report on Form 10-K for Poe & Brown, Inc., and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto 
said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done 
in and about the premises as fully to all intents and purposes as he 
might or could in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitutes, may lawfully do or 
cause to be done by virtue hereof.

                                							/S/ JIM W. HENDERSON			
                                       ___________________________
                                      	Jim Henderson					


Dated:  January 27, 1999

<PAGE 9>
                         POWER OF ATTORNEY

	    The undersigned constitutes and appoints Laurel L. Grammig and James L.
Olivier, or either of them, as her true and lawful attorney-in-fact and 
agent, with full power of substitution and resubstitution, for her and in 
her name, place and stead, in any and all capacities, to sign the 1998 
Annual Report on Form 10-K for Poe & Brown, Inc., and to file the same, 
with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises as fully to all intents and purposes as she might or could in 
person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.

                              						 /S/	TONI JENNINGS				
                                     ____________________________
                                    	Toni Jennings					


Dated:  January 27, 1999
<PAGE 10>
                             POWER OF ATTORNEY

    The undersigned constitutes and appoints Laurel L. Grammig and James
L. Olivier, or either of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign the 1998
Annual Report on Form 10-K for Poe & Brown, Inc., and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities adn Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises as fully to all intents and purposes as he might or could in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by virtue hereof.

                                      /S/ JEFFREY R. PARO
                                     _____________________________
                                     Jeffrey R. Paro

Dated:  March 15, 1999




                                EXHIBIT 24b

                 CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS

  	The undersigned, Laurel L. Grammig, hereby certifies that she is the duly 
elected, qualified and acting Secretary of Poe & Brown, Inc., a Florida 
corporation (the "Company"), and that the following resolutions were
adopted by the Board of Directors of the Company by unanimous written 
consent dated as of February 16, 1999:

   RESOLVED, that the February 15, 1999 draft of the Company's 1998 
Annual Report on Form 10-K submitted to the Directors is hereby approved
in form and substance, subject to any revisions, additions, deletions or 
insertions deemed necessary or appropriate by Laurel L. Grammig, the 
Company's Vice President, Secretary and General Counsel, and that the 
Chief Executive Officer and the Chief Financial Officer are hereby 
authorized to sign the Form 10-K on behalf of the Company, either 
personally or through a power of attorney, and to cause the Form 10-K 
to be filed with the Securities and Exchange Commission in accordance 
with the rules promulgated by the Commission;

    FURTHER RESOLVED, that the appropriate officers of the Company are 
hereby authorized and directed to take all actions they deem necessary or 
appropriate, including the payment
 of any necessary filing fees, to carry 
out the intent of the foregoing resolution.

    	IN WITNESS WHEREOF, the undersigned Secretary of the Company has 
executed this Certificate this 10th day of March, 1999.

			
                             							/S/ LAUREL L. GRAMMIG			
                                   ___________________________________	
                               				Laurel L. Grammig
                             						Secretary





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                          42,174
<SECURITIES>                                       746
<RECEIVABLES>                                   69,186
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               121,946
<PP&E>                                          33,225
<DEPRECIATION>                                  19,527
<TOTAL-ASSETS>                                 230,513
<CURRENT-LIABILITIES>                          118,866
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,350
<OTHER-SE>                                      82,858
<TOTAL-LIABILITY-AND-EQUITY>                   230,513
<SALES>                                        150,443
<TOTAL-REVENUES>                               153,791
<CGS>                                                0
<TOTAL-COSTS>                                  116,306
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 560
<INCOME-PRETAX>                                 37,485
<INCOME-TAX>                                    14,432
<INCOME-CONTINUING>                             23,053
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    23,053
<EPS-PRIMARY>                                     1.72
<EPS-DILUTED>                                     1.72
        

</TABLE>