SEC Filing | Brown & Brown, Inc.

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               	SECURITIES AND EXCHANGE COMMISSION
                   	Washington, D.C.  20549


[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
     	For the quarterly period ended September 30, 1999.
                                                    	or

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
    	For the transition period from _______________ to ________________

Commission file number 0-7201.


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


	          Florida               			 		       59-0864469
  ______________________________              ______________________
	(State or Other Jurisdiction of			          	(I.R.S. Employer
 	Incorporation or Organization)				              Identification Number)

	220 S. Ridgewood Ave., Daytona Beach, FL		   32115
 ________________________________________     ____________
	(Address of Principal Executive Offices)			  (Zip Code)



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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.    Yes  X    No ___
                                                 ___

The number of shares of the Registrant's common stock, $.10 par value,
outstanding as of November 1, 1999 was 13,601,330.




                         BROWN & BROWN, INC.

                         INDEX TO FORM 10-Q
              FOR THE QUARTER ENDED SEPTEMBER 30, 1999
              ________________________________________

                                                                    
                                                      																	PAGE
                                                                       ____
PART I.  FINANCIAL INFORMATION

	Item 1.  Financial Statements (Unaudited)

	         Condensed Consolidated Statements of Income for the three
					     and nine months ended September 30, 1999 and 1998			           3

					     Condensed Consolidated Balance Sheets as of September 30,
					     1999 and December 31, 1998			                                  4

					     Condensed Consolidated Statements of Cash Flows for
				      the nine months ended September 30, 1999 and 1998			           5

					     Notes to Condensed Consolidated Financial Statements			        6

	Item 2.  Management's Discussion and Analysis of Financial
					     Condition and Results of Operations			                        10

	Item 3.  Quantitative and Qualitative Disclosures about Market Risk			 12

PART II.  OTHER INFORMATION

	Item 1.  Legal Proceedings			                                          13

	Item 2.  Changes in Securities and Use of Proceeds			                  13

	Item 6.  Exhibits and Reports on Form 8-K			                           13


SIGNATURES		                                                          	14



ITEM 1:  FINANCIAL STATEMENTS


                              BROWN & BROWN, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                         (In thousands, except per share data)

                                                          
                       						 For the three months	        For the nine months
                      						  ended September 30,     	    ended September 30,
                      					   1999         1998           	1999       1998
REVENUES                                (Restated)	            	    (Restated)

 Commissions and fees		       $42,024	     $38,667	        $128,476 	 $114,105
 Investment income		            	 754        		901	         	 1,897	     2,495
 Other income			                  617		         54	            	731	         9
	Total revenues	            	  43,395	  	   39,622	      	  131,104	 	 116,609
EXPENSES

 Employee compensation and
  benefits	                  		22,057     		20,596	         	67,453   		60,199
 Other operating expenses	   		 7,810      		7,382	         	24,848	   	23,714
 Amortization		                	1,905		      1,645	      	    5,525	     4,344
 Interest	         	   	          103		        144	        	    390	  	    412
                              _______      _______         ________   ________
  	Total expenses	             31,875	      29,767	          98,216	    88,669
                              _______      _______         ________   ________

 Income before income taxes	 		11,520      		9,855	         	32,888   		27,940
 Income taxes	             	    4,437		      3,795		         12,876		   10,939
                              _______      _______         ________   ________

NET INCOME		                  $	7,083	     $ 6,060	        $ 20,012	  $ 17,001
                              =======      ========        ========   ========

	Other comprehensive income,
  net of tax: 	Unrealized gain
  (loss) on securities:
  Unrealized holding loss, net
  of tax benefit of $446 and
  $598 for the three-month
  periods ended September 30,
  1999 and 1998, respectively,
  and net of tax benefit of
  $474 and  $2,030 for the
  nine-month periods ended
  September 30, 1999 and 1998,
   respectively         		       (697)	      (916)	         (741)       (3,248)
                              _______     _______        ________     ________

	Comprehensive Income		       $ 6,386  	  $ 5,144	       $ 19,271	    $ 13,753
                              =======     =======        ========     ========
	Basic and diluted earnings
  per share		                 $  0.52	    $  0.44	       $   1.47	    $   1.25
                              =======     =======        ========     ========

 Dividend declared per share		$  0.13 	   $  0.11	       $   0.35     $   0.31
                              =======     =======        ========     ========

	Diluted shares outstanding		  13,606    		13,643		        13,637       13,575




             	See notes to condensed consolidated financial statements.





                                BROWN & BROWN, INC.

                         	CONDENSED CONSOLIDATED BALANCE SHEETS
                                     	(In thousands)

                                                           
						                             	        (Unaudited)          (Restated)
                                           	September 30,	       December 31,
                                            	  1999 	               1998
ASSETS
	Cash and cash equivalents		                $	35,805 	           $	42,773
	Short-term investments			                       452                		775
	Premiums, commissions and fees receivable			 61,221	             	69,667
	Other current assets			                       6,946	              	9,840
                                            ________             ________
  Total current assets	                   		 104,424	            	123,055

	Fixed assets, net                        			 13,932	             	13,757
	Intangible assets, net		                   	 90,021	             	79,483
	Investments		                               	 9,274	             	10,503
	Other assets		                               	4,636              		4,906
                                            ________             ________
  Total assets		                            $222,287	            $231,704
                                            ========             ========
LIABILITIES
	Premiums payable to insurance companies		  $	83,734	            $	90,125
	Premium deposits and credits due customers		 	7,524              		8,379
	Accounts payable and accrued expenses			     18,094	             	16,865
	Current portion of long-term debt		          	3,403	              	4,960
                                            ________             ________
  Total current liabilities		               	112,755            		120,329

	Long-term debt		                             	3,276             		17,267
	Deferred income taxes	                      		1,930	              	2,403
	Other liabilities		                          	6,689		              7,829
                                            ________             ________
  Total liabilities		                       	124,650            		147,828
                                            ________             ________
SHAREHOLDERS' EQUITY
	Common stock, par value $.10 per share:
  authorized 70,000 shares; issued 13,607
  shares at 1999 and 13,665 shares at 1998	  		1,361	             	1,367
 Retained earnings		                         	91,477		            76,969
 Accumulated other comprehensive income	      	4,799             		5,540
                                            ________            ________
  Total shareholders' equity			               97,637	            	83,876
     	                                      ________            ________

  Total liabilities and shareholders'
    equity		                                $222,287	           $231,704
                                            ========            ========

           	See notes to condensed consolidated financial statements.





                             BROWN & BROWN, INC.


           	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (In thousands)

                                                           
                                       For the nine months ended September 30,
                                       _______________________________________

	                                               1999          		  1998
                                                ____              ____
      	                                                         (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income	                                   	$20,012	           $17,001
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    Depreciation	                               		3,078          	 	 2,617
    Amortization                               			5,525          	 	 4,343
    Compensation expense under performance
     stock plan			                                  948            	 	 520
		  Net gains on sales of investments,
     fixed assets and customer accounts	         		(215)              		(6)
    Premiums, commissions and fees receivable,
     decrease	                                  		8,446	           	 2,403
    Other assets, decrease (increase)          			2,128           		(1,479)
	   Premiums payable to insurance companies,
     (decrease) increase	                      		(6,391)           		6,546
    Premium deposits and credits due customers,
     (decrease)                                  		(855)            		(100)
    Accounts payable and accrued expenses,
     increase	                                  		1,229              		697
    Other liabilities, (decrease) increase		    	(1,270)         	     604
                                                _______            _______

NET CASH PROVIDED BY OPERATING ACTIVITIES		   	  32,635		           33,146
                                                _______            _______

CASH FLOWS FROM INVESTING ACTIVITIES
 Additions to fixed assets	                    		(3,326)          		(3,083)
 Payments for businesses acquired, net of
  cash acquired                             	 		(15,574)         		(27,109)
 Proceeds from sales of fixed assets and
  customer accounts		                              	224	              	213
 Purchases of investments		                       	(120)	          	(1,117)
 Proceeds from sales of investments		              	598	              	754
                                                _______             _______

NET CASH USED IN INVESTING ACTIVITIES	        		(18,198)	           (30,342)
                                                _______            ________
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on long-term debt			                  (16,825)             (7,596)
 Proceeds from long-term debt			                      -	                 42
 Exercise of stock options and issuances
  of stock	                                     		1,664	         	    1,278
 Purchases of stock		                           	(1,152)		           (8,835)
 Shareholder distributions from pooled entities		  (623)	                -
 Cash dividends paid	                         		 (4,469)             (4,009)
                                                 ______             _______

NET CASH USED IN FINANCING ACTIVITIES	          (21,405)		          (19,120)
                                                _______             _______

 Net decrease in cash and cash equivalents	    		(6,968)		          (16,316)
 Cash and cash equivalents at beginning of
  period		                                       42,773		            49,310
                                                _______             _______

CASH AND CASH EQUIVALENTS AT END OF PERIOD		    $35,805	            $32,994
                                                =======             =======

           	See notes to condensed consolidated financial statements.



                              BROWN & BROWN, INC.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                              SEPTEMBER 30, 1999

NOTE 1 - BASIS OF FINANCIAL REPORTING

	The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
for Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. For
further information, refer to the consolidated financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.

	As more fully described in Note 3 - Acquisitions, the accompanying financial
statements for all periods presented have been restated to show the effect
of the acquisition of Ampher Insurance, Inc. and Ross Insurance of Florida,
Inc. effective July 20, 1999.

	Certain amounts at December 31, 1998 have been reclassified to be consistent
with the current period presentation.

	Results of operations for the three- and nine-month periods ended September
30, 1999 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1999.

NOTE 2 - BASIC AND DILUTED EARNINGS PER SHARE

	Basic earnings per share is based upon the weighted average number of
shares outstanding.  Diluted earnings per share is adjusted for the
dilutive effect of stock options and other stock equivalents.  Earnings
per share for the Company is the same on both a basic and a diluted
basis.

NOTE 3 - ACQUISITIONS

1999 Purchases
_______________

	During the third quarter of 1999, the Company acquired substantially all of
the assets of Burns, Harrelson & Burns Insurance Agency, and Tomborello
Insurance Services, both of Phoenix, Arizona, in addition to acquiring one
book of business.

	During the second quarter of 1999, the Company acquired substantially all
of the assets of one general insurance agency in addition to acquiring
several books of business.

	During the first quarter of 1999, the Company acquired substantially all
of the assets of the Daytona Beach, Florida office of Hilb, Rogal & Hamilton
Company; The Insurance Center of Roswell, Inc. in Roswell, New Mexico; and
Chancy-Stoutamire, Inc., with offices in Monticello and Perry, Florida.
The Company also acquired all of the outstanding shares of the Bill
Williams Agency, Inc. of St. Petersburg, Florida in the first quarter of 1999.

	These acquisitions have been accounted for using the purchase method of
accounting.  Pro forma results of operations for the three- and nine-month
periods ended September 30, 1999 and September 30, 1998 resulting from these
acquisitions are not materially different from the results of operations as
reported.  The results of operations for the acquired companies have been
combined with those of the Company since their respective acquisition dates.



1998 Purchases
______________

  During the third quarter of 1998, the Company acquired substantially all of
the assets of MacMillan-Buchanan Insurance Agency, of Melbourne, Florida;
Lake Sumter Insurance, of Wildwood, Florida; Franchini Consolidated Agency,
of Albuquerque, New Mexico; Gulfcoast Commercial Insurance, of Naples,
Florida; and KRB & Associates, of Houston, Texas.

	During the second quarter of 1998, the Company acquired substantially all
Of the assets of the John F. Phillips Insurance Agency, of Prescott, Arizona;
Harris Insurance Services, of Las Vegas, Nevada; the Fordham Agency, of St.
Petersburg, Florida; Alderman, Click & Co., of Princeton, New Jersey; Zel
Schwanz & Associates, of Phoenix, Arizona; and the Fort Lauderdale, Florida
office of Hilb, Rogal and Hamilton Company.

	During the first quarter of 1998, the Company acquired substantially all of
the assets of Arizona General Insurance of Tucson, Arizona; Boynton Brothers
Insurance of Perth Amboy, New Jersey; Great Northern Insurance of Phoenix,
Arizona; and the Heine-Miles Insurance Agency of Phoenix, Arizona.

	These acquisitions have also been accounted for using the purchase method of
accounting.  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 occurred at the beginning of the 1998 reporting
period, the Company's results of operations would have been 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 1998 reporting
period.




                               
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1998 (Unaudited)
	(In thousands, except per share data)

Operating revenue                   $121,970
Income before income taxes           28,303
Net income                           17,265
Earnings per share                 $   1.27



1999 Poolings
_____________

 	During the third quarter of 1999, the Company issued 167,328 shares of
its common stock in exchange for all of the outstanding stock of Ampher
Insurance, Inc. and Ross Insurance of Florida, Inc., related entities
located in Sunrise, Florida.

	This acquisition has been recorded using the pooling-of-interests method
of accounting.  The acquisition was treated as a material transaction and
the Company's consolidated financial statements have been restated for this
transaction for all prior periods.

1998 Poolings
_____________

	During the third quarter of 1998, the Company issued 92,188 shares of its
common stock in exchange for all of the outstanding stock of Jerry F.
Nichols & Associates, located in Naples, Florida.  During the quarter,
the Company also issued 65,131 shares of its common stock for all of the
outstanding stock of Boulton Agency, Inc., located in Miami, Florida.

	During the second quarter of 1998, the Company issued 278,765 shares of
its common stock for all of the outstanding stock of Daniel-James Insurance
Agency, Inc., an Ohio corporation with offices in Perrysburg, Ohio and
Indianapolis, Indiana, and for all of the outstanding membership interests
of Becky-Lou Realty Limited, an Ohio limited liability company with offices
in Perrysburg, Ohio. During the first quarter of 1998, the Company issued
22,500 shares of its common stock for all of the outstanding stock of Thim
Insurance Agency, Inc., an Arizona corporation.



	These acquisitions have been recorded using the pooling-of-interests
method of accounting. The Daniel-James Insurance Agency, Inc. acquisition
was determined to be a material transaction and the Company's consolidated
financial statements have been restated for this transaction for all prior
periods.  The other three pooling acquisitions   were determined to be
immaterial and the Company's consolidated financial statements have not
been restated for these transactions.


NOTE 4 - LONG-TERM DEBT

 	The Company continues to maintain its credit agreement with a major
insurance company under which $4 million (the maximum amount available for
borrowings) was outstanding at September 30, 1999, at an interest rate equal
to the prime lending rate plus one percent (9.25% at September 30, 1999).
In accordance with the amendment to the loan agreement dated August 1, 1998,
the available amount will decrease by $1 million each August beginning in
2000.

	The Company also has a revolving credit facility with a national banking
institution that provides for available borrowings of up to $50 million,
with a maturity date of October 15, 2000.  As of September 30, 1999, there
were no borrowings against this line of credit.

NOTE 5 - CONTINGENCIES

	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 6 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION




                                                   
                    					     For the nine-month period ended September 30,
                                _____________________________________________
(in thousands)        			      		       	1999     		     	1998
                                         ____             ____
Cash paid during the period for:
	Interest                               $   446	         $  745
	Income taxes                             12,021		        10,371





	The Company's significant non-cash investing and financing activities
   are as follows:
                                                     
                   					      For the nine-month period ended September 30,
                              _____________________________________________
(in thousands)					                      	1999      		     	1998
                                          ____              ____

Unrealized depreciation of
 available-for-sale	securities net
 of tax benefit of $474 for	1999
 and $2,030 in 1998 	                     $ (741)		        $(3,248)

Long-term debt incurred for
 acquisition of customer	accounts    	     1,277		          3,463

Notes received on the sale of fixed
 assets and	customer accounts	               714		          1,011

Common stock issued in acquisitions	       6,228		         16,945




NOTE 7 - 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 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.

  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.



                                                   

(in thousands)
Nine Months Ended
 September 30, 1999:   Retail   Programs  Service Brokerage  Other   Total
______________________________________________________________________________


Total Revenues         $ 92,159  $17,857  $11,174  $10,690  $ (776)  $131,104


Interest and other
 investment income        1,370      899      165       265   (802)     1,897
Interest expense            745       -        -         -    (355)       390
Depreciation and
 amortization             6,308    1,087      292       718    198      8,603
Income (loss) before
 income taxes            20,847    5,418    1,839     3,714  1,070     32,888


Total assets            147,446   58,652    6,092    25,344 (15,247)  222,287
Capital expenditures      2,338      312      323       181     172     3,326

______________________________________________________________________________

Nine Months Ended
September 30, 1998:      Retail   Programs Service  Brokerage Other   Total
______________________________________________________________________________

 Total Revenues          $ 77,124 $20,009  $10,253  $ 9,997   $ (774) $116,609


Interest and other
 investment income          1,146    1,332      152     301     (436)    2,495
Interest expense               28       -        -       12      372       412
Depreciation and
  amortization              4,858    1,012      237     697      156     6,960
Income (loss) before income
 taxes                     16,883    6,831    1,835   3,604   (1,213)   27,940

Total assets              123,783   59,247    5,285  23,863   (1,177)  211,001
Capital expenditures        2,172      455      262     153       41     3,083
______________________________________________________________________________





ITEM 2:	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
    				CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
_____________________

	NET INCOME.  Net income for the third quarter of 1999 was $7,083,000, or
$.52 per share, compared with net income in the third quarter of 1998 of
$6,060,000, or $.44 per share, a 17% increase.  Net income for the nine
months ended September 30, 1999 was $20,012,000, or $1.47 per share,
compared with 1998 same-period net income of $17,001,000, or $1.25 per share,
an 18% increase.

	COMMISSIONS AND FEES.  Commissions and fees for the third quarter of 1999
increased $3,357,000, or 9%, from the same period in 1998.  Approximately
$2,672,000 of this increase represents revenues from acquired agencies,
with the remainder due to new business production.  Commissions and fees
for the nine months ended September 30, 1999 were $128,476,000 compared
to $114,105,000 for the same period in 1998, a 13% increase.  The 1999
increase is due to approximately $12,836,000 of revenue from acquired
agencies, with the remainder due to new business production.

	INVESTMENT INCOME.  Investment income for the three- and nine-month
periods ended September 30, 1999 decreased $147,000 and $598,000,
respectively, from the same periods in 1998 primarily due to a decrease
in available cash to invest.

	OTHER INCOME.  Other income primarily includes gains and losses from
the sale of customer accounts and other assets.  Other income for the
third quarter ended September 30, 1999 increased $563,000 over the same
period in 1998, due to the sale of certain customer accounts. Other income
for the nine-month period ended September 30, 1999 increased $722,000 over
the same period in 1998, due primarily to the disposition of the assets of
the Company's Charlotte, North Carolina office in the first quarter of 1998,
which resulted in a loss of $518,000.

	EMPLOYEE COMPENSATION AND BENEFITS.  Employee compensation and benefits
increased 7% and 12%, respectively, during the three- and nine-month
periods ended September 30, 1999 over the same periods in 1998.  These
increases primarily relate to the addition of new employees as a result
of acquisitions.  Employee compensation and benefits as a percentage of
total revenue decreased to 51% in both the three- and nine-month periods
ended September 30, 1999, compared to 52% for each of the  same periods
in 1998.

	OTHER OPERATING EXPENSES.  Other operating expenses for the third
quarter of 1999 increased $428,000, or 6%, over the same period in 1998,
primarily due to acquisitions.   Other operating expenses increased
$1,134,000, or 5%, for the nine months ended September 30, 1999,
compared to the same period in 1998, primarily due to acquisitions.
Other operating expenses as a percentage of total revenue decreased to
18% in the third quarter of 1999, compared to 19% in the same period in
1998, and decreased to 19% for the nine months ended September 30, 1999,
compared to 20% in the same period in 1998.

	AMORTIZATION.  Amortization increased $260,000, or 16%, and $1,181,000,
or 27%, for the three- and nine-month periods ended September 30, 1999,
respectively, over the same periods in 1998, primarily due to increased
amortization from acquisitions.

	INTEREST.  Interest decreased $41,000, or 28%, for the third quarter of
1999 over the same period in 1998.  Interest decreased $22,000, or 5%, for
the nine months ended September 30, 1999 compared to the same period in 1998,
primarily due to decreased levels of debt.



LIQUIDITY AND CAPITAL RESOURCES
________________________________

	The Company's cash and cash equivalents of $35,805,000 at
September 30, 1999 decreased by $6,968,000 from $42,773,000 at
December 31, 1998.  For the nine-month period ended September 30, 1999,
operating activities provided $32,635,000 of cash.  From both this
amount and existing cash balances, $16,825,000 was used for payments
on long-term debt, $15,574,000 was used to acquire businesses, $4,469,000
was used for payments of dividends, and $3,326,000 was used for additions
to fixed assets.  The current ratio at September 30, 1999 was 0.93,
compared to 1.03 as of December 31, 1998.

	The Company has a revolving credit agreement with a major insurance
company under which up to $4 million presently may be borrowed at an
interest rate equal to the prime lending rate plus one percent (9.25%
at September 30, 1999).  The amount of available credit will
decrease by $1 million each year beginning in August 2000 until the
facility expires in August 2003.  As of September 30, 1999, the maximum
amount of borrowings was outstanding.  The Company also has a revolving
credit facility with a national banking institution that provides for
available borrowings of up to $50 million, with a maturity date of
October, 2000.  As of September 30, 1999, there were no borrowings
against this line of credit.  The Company believes that its existing cash,
cash equivalents, short-term investments portfolio, funds generated from
operations and available credit facility borrowings are sufficient to
satisfy its normal financial needs.

YEAR 2000 DATE CONVERSION
_________________________

	Year 2000 issues relate to system failures or errors resulting from
computer programs and embedded computer chips that 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 has evaluated and identified the risks of failure of its
information and financial systems that may be adversely affected by
Year 2000 issues. Earlier this year, the Company concluded that it must
be "core compliant" with respect to the operations of its agency
management system and all attendant  hardware, software and communications
systems.  As defined by the Company, core compliance means (i) the ability
for the agency management system and related systems to correctly process
information in their usual and intended manner on and after January 1, 2000,
and (ii) the ability to accurately retrieve information that is stored in
the system prior to January 1, 2000.

	The Company has substantially completed the testing and implementation of
its core compliance strategy.  To date, approximately $550,000 has been
expended in systems upgrades directly relating to Year 2000 issues.  Any
additional amounts needed to finalize any remaining upgrades are not
expected to be material in nature.

	 Based on its assessments and testing, the Company believes that 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
systems of third parties on which the Company relies. Accordingly, the
Company has requested 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 2000
and beyond.  In addition, the Company has questioned its independent brokers
and insurance carriers as to their progress in identifying and addressing
problems that their computer systems may experience in correctly processing
date 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 independent 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 developed a contingency plan for
dealing with Year 2000 issues that could surface in a particular
office or offices.  That plan involves shifting the information
systems functions from the affected office to another Company office
that will be specially equipped and staffed to absorb the additional
responsibilities.  However, there can be no assurance that Year 2000
issues will not have a material adverse effect on the Company's business,
results of operation or 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, 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.

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

					Market risk is the potential loss arising from adverse changes in
market rates and prices, such as interest, foreign currency exchange rates,
and equity prices.  The Company is exposed to market risk through its
revolving credit line and some of its investments; however, such risk is
not considered to be material as of September 30, 1999.




                             BROWN & BROWN, INC.
                             ___________________
                         PART II - OTHER INFORMATION
                         ___________________________

ITEM 1 - LEGAL PROCEEDINGS

	The Company is involved in various pending or threatened proceedings by
or against the Company or one or more of its subsidiaries which involve
routine litigation relating to insurance risks placed by the Company, and
other contractual matters.  The Company's management does not believe that
any such pending or threatened proceedings will have a material adverse
effect on the Company's financial position or results or operations.

ITEM 2 - CHANGE IN SECURITIES AND USE OF PROCEEDS

	Effective July 20, 1999, the Company acquired all of the outstanding
shares of two related entities - Ampher Insurance, Inc. (Ampher) and
Ross Insurance of Florida, Inc. (Ross).  In exchange for all of the
outstanding stock of Ampher and Ross, the Company issued 167,328
shares of the Company's common stock to the former shareholders of
those agencies.  The Company's shares were offered and sold privately
and no underwriting was involved.

	The Company issued the shares without registration under the Securities
Act of 1993 (the "Act").  The Company relied upon the exemptions set forth
in Section 4(2) of the Act and Rule 506 of Regulation D, promulgated
thereunder.  In the transaction, the Company (i) made available to the
purchasers the information required by Rule 502(b) of Regulation D,
(ii) did not offer the shares by means of any advertisement, general
solicitation or other means proscribed by Rule 502(c) of Regulation D,
(iii) informed the purchasers of the limitations on resale of the shares and
placed an appropriate restrictive legend on the share certificates, and
(iv) filed a notice on Form D with the Securities and Exchange Commission
within 15 days after the sale.  The Company shares were offered privately
by the Company to fewer than 35 purchasers and the Company reasonably
believed that each purchaser (or representative of such purchaser) had
such knowledge and experience in financial and business matters that he
was capable of evaluating the merits and risks of the prospective investment.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)	     EXHIBITS

        	Exhibit 3a  -	Amended and Restated Articles of Incorporation
                       (incorporated by reference to Exhibit 3a to
                       Form 10-Q for the quarter ended March 31,	1999)

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

        	Exhibit 4b  -	Rights Agreement, dated as of July 30, 1999,
                       between the Company and	First Union National
                       Bank, as Rights Agent (incorporated by reference
                     		to Exhibit 4.1 to Form 8-K filed on August 2, 1999).

        	Exhibit 10k -	Rights Agreement, dated as of July 30, 1999,
                       between the Company and	First Union National Bank,
                       as Rights Agent (incorporated by reference
                     		to Exhibit 4.1 to Form 8-K filed on August 2, 1999).

        	Exhibit 11  - Statement re:  Computation of Basic and Diluted
                       Earnings Per Share

        	Exhibit 27  -	Financial Data Schedule (for SEC use only)

(b)	     The Company filed a report on Form 8-K on August 2, 1999 to reflect
         the Company's adoption of a Shareholder Rights Plan on July 29,
         1999.  No financial statements were filed as part of the report.



                               SIGNATURES
                               ____________

Pursuant to the requirements 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.

                                						BROWN & BROWN, INC.


     Date:  November 5, 1999 	     		 /S/ JEFFREY R. PARO
                                     _____________________________________
                               						Jeffrey R. Paro, Vice President,
                               						Chief Financial Officer and Treasurer
                               						(duly authorized officer, principal
                                      financial officer and principal
                                      accounting officer)




           Exhibit 11 - Statement Re:  Computation of Basic and Diluted
                          Earnings Per Share (Unaudited)

                                                      
   				  Three Months Ended September 30,      Nine Months Ended September 30,
            					1999       		1998		               1999	          1998


BASIC EARNINGS
 PER SHARE

	Net Income	     $  7,083	   $ 6,060       		      $20,012	       $17,001
		               ========    =======               =======        =======
	Weighted
  average shares
  	outstanding    	13,604     13,643	               13,636	        13,575
                  =======    =======               =======        =======

	Basic earnings
  per share	     $    .52	   $   .44		             $  1.47	       $  1.25
                 ========    =======               =======        =======

DILUTED EARNINGS
 PER SHARE

	Weighted average
  number of	shares
  outstanding	     13,604      13,643	        	     13,636	        13,575
                 ________     _______              _______        _______

	Net effect of
  dilutive stock
 	options, based
  on the treasury
 	stock method		        2	         -		                   1             -
                 ________     ________              _______        ________

	Total diluted
  shares used in
 	computation		    13,606	      13,643	       	      13,637     	    13,575
                 ========      =======              =======         =======

	Diluted earnings
 per share	       $   .52	     $   .44		            $  1.47	        $   1.25
                 ========      =======              =======         =========

  

 5

This Schedule contains summary financial information extracted from the
financial statements of Brown & Brown, Inc. for the nine months ended
September 30, 1999, and is qualified in its entirety by reference to
such financial statements.

 1000

                             
                   9-MOS
                          DEC-31-1999
                               SEP-30-1999
                                          35,805
                                     9,726
                                   61,221
                                         0
                                          0
                               104,424
                                          36,386
                                  22,454
                                 222,287
                          112,755
                                              0
                                0
                                          0
                                         1,361
                                      96,276
                   222,287
                                              0
                               131,104
                                                0
                                   98,216
                                     0
                                     0
                               5,915
                                 32,888
                                    12,876
                             20,012
                                       0
                                      0
                                            0
                                    20,012
                                        .52
                                      .52