BROWN & BROWN, INC.

                     FORM 10-K ANNUAL REPORT
              FOR THE YEAR ENDED DECEMBER 31, 1999


                             PART I


ITEM 1.        BUSINESS

GENERAL

      Brown  & 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  name of the Company following the 1993  combination
was  Poe & Brown, Inc. and was changed to Brown & Brown, Inc.  in
1999.

      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,

<PAGE 2>

although to a lesser degree, through the present.   The
effect  of  this softness in rates on the Company's revenues  has
been  somewhat  offset  by  the Company's  acquisitions  and  new
business  production.  The Company cannot predict the  timing  or
extent   of  premium  pricing  changes  as  a  result  of  market
fluctuations or their effect on the Company's operations  in  the
future.

      The  Company's  activities are conducted  in  20  locations
throughout  Florida,  three locations each  in  Arizona  and  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, 1999 (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>

                             1997     %      1998      %      1999      %
                           ________  _____ ________  _____  ________  _____
Retail Division(1)         $ 88,141  63.8% $103,516  66.5%  $121,383  70.4%
National Programs Division   24,845  18.0    25,043  16.1     21,983  12.7
Service Division             12,150   8.8    13,818   8.9     14,716   8.5
Brokerage Division           12,976   9.4    13,200   8.5     14,464   8.4
                           ________  _____ ________  _____  ________  _____
   Total                   $138,112   100% $155,577   100%  $172,546   100%
                           ========  ===== ========  =====  ========  =====
</TABLE>


(1)  Numbers and percentages for 1997 and 1998 have been restated
     to   give  effect  to  the  Company's  acquisition  of   the
     outstanding  stock of the Daniel-James Insurance  Agency  in
     1998,  and the 1999 acquisition of the outstanding stock  of
     each  of  Ampher Insurance, Ross Insurance of  Florida,  and
     Signature  Insurance  Group,  as  well  as  the  outstanding
     partnership interests of C,S & D Partnership.

RETAIL DIVISION

      The Company's Retail Division operates in eleven states and
employs   approximately  950  persons.   The   Company's   retail
insurance  agency  business consists  primarily  of  selling  and

<PAGE 3>

marketing   property   and   casualty  insurance   coverages   to
commercial,  professional  and, to a limited  extent,  individual
customers.  The categories of insurance principally sold  by  the
Company  are:   CASUALTY insurance relating to legal liabilities,
workers'   compensation,   commercial   and   private   passenger
automobile  coverages,  and fidelity and  surety  insurance;  and
PROPERTY  insurance  against  physical  damage  to  property  and
resultant  interruption of business or extra  expense  caused  by
fire,  windstorm  or other perils.  The Company  also  sells  and
services  all  forms  of  group and  individual  life,  accident,
health,  hospitalization, medical and dental insurance  programs.
Each  category of insurance is serviced by insurance  specialists
employed by the Company.

      No  material part of the Company's retail business  depends
upon a single customer or a few customers.  During 1999, fees and
commissions  received  from the Company's largest  single  Retail
Division customer represented less than one percent 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 DIVISION

      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   through   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 some 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.


<PAGE 4>

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

     - 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 22% 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 35 states, the District  of  Columbia  and
Puerto Rico.

     - 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
nine 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 and Puerto Rico.  The Company  believes
that  this  program presently insures approximately  25%  of  the
eligible optometrists within the Company's marketing territories.

     - ARCHITECTS AND ENGINEERS:  The Architects &  Engineers
Protector  Plan(R)  provides professional  liability  coverage  for
landscape architects in all 50 states.  The program also provides
coverage  to other classes of architects and engineers  in  seven
states.

      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.

<PAGE 5>
     
     - WHOLESALERS & DISTRIBUTORS PREFERRED PROGRAM.(R) 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.
     
     - 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.  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.
     
     - FOOD PROCESSORS PREFERRED PROGRAM.  This program, introduced
in  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 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-

<PAGE 6>

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 2,400 employers representing more than
$3.2  billion of employee payroll. The Company's largest workers'
compensation  contract  represents  approximately  62%   of   the
Company's  workers' compensation TPA revenues,  or  approximately
2.8% 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.

      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.  In  1999,  the  Company
established  Champion Underwriters, a separate business  division
based  in  Ft. Lauderdale, Florida, specializing in the marketing
and  selling  of  excess  and surplus commercial  insurance.   In
January  of  2000,  the  Company formed  Peachtree  Special  Risk
Brokers,   an   excess  and  surplus  lines  property   insurance
subsidiary headquartered in Atlanta.

EMPLOYEES

      At  December  31,  1999, 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.

<PAGE 7>

      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.  In addition, the Internet has
become  a source for direct placement of personal lines business.
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.


I
TEM 2.   PROPERTIES

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

     The  Company's  operating leases expire  on  various  dates.
These  leases  generally contain renewal options  and  escalation
clauses based on increases in the lessors' operating expenses and

<PAGE 8>

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  1999
Annual  Report to Shareholders for additional information on  the
Company's lease commitments.

     At December 31, 1999, the Company owned buildings located in
Ocala, Florida and Perrysburg, Ohio, having aggregate book values
of  $724,000  and $479,000, respectively, including improvements.
There  is  an  outstanding  mortgage on  the  Ocala  building  of
$690,000.   There are no outstanding mortgages on the  Perrysburg
building.


ITEM 3.   LEGAL PROCEEDINGS

      On  January 19, 2000, a complaint was filed in the Superior
Court  of  Henry County, Georgia captioned GRESHAM &  ASSOCIATES,
INC.  VS.  ANTHONY T. STRIANESE, ET AL.  The complaint names  the
Company  and  certain  of  its  subsidiaries  and  affiliates, and
certain of their employees, as defendants.  The complaint alleges, 
among other things, that  the Company  tortiously interfered with 
the contractual  relationship between  the  plaintiff  and  certain 
of  its  employees.    The plaintiff  alleges that the Company hired
such persons and actively encouraged them to violate the restrictive
covenants contained  in their employment agreements with plaintiff.
The complaint  seeks compensatory  damages  from  the Company  with  
respect  to  each of the two employees in amounts "not less than 
$750,000," and seeks punitive damages for alleged intentional 
wrongdoing in an  amount  "not less than $10,000,000."  The 
complaint also seeks a declaratory judgment regarding the 
enforceability of the restrictive covenants in  the
employment agreements and an injunction prohibiting the violation
of those agreements.   The  Company  believes that it has
meritorious defenses to each of the claims asserted by the plaintiff
and is contesting this action vigorously.

      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 will have  a  materially
adverse  effect on the consolidated financial position or  future
operations of the Company.


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

      No  matters  were  submitted to a vote of security  holders
during the Company's fourth quarter ended December 31, 1999.
                                

                             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 "BRO."  The number of shareholders  of
record  as  of March 3, 2000 was 716, and the closing  price  per
share on that date was $32.94.

<PAGE 9>

     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
                     __________________              _________

1999
First quarter        $38.44      $29.31               $0.11
Second quarter        38.00       30.38                0.11
Third quarter         39.44       33.19                0.11
Fourth quarter        40.63       30.75                0.13

1998
First quarter        $38.50      $28.75               $0.10
Second quarter        39.38       32.00                0.10
Third quarter         42.50       35.00                0.10
Fourth quarter        39.00       32.63                0.11

</TABLE>



ITEM 6.   SELECTED FINANCIAL DATA

     Information under the caption "Financial Highlights" on  the
inside  front cover page of the Company's 1999 Annual  Report  to
Shareholders is incorporated herein by reference.


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  18-21  of the Company's 1999 Annual Report to Shareholders
is incorporated herein by reference.


ITEM 7A.  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 December 31, 1999.

<PAGE 10>


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Consolidated Financial Statements of Brown & Brown, Inc.
and  its subsidiaries, together with the report thereon of Arthur
Andersen  LLP  appearing on pages 22-38  of  the  Company's  1999
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 2000  Annual
Meeting of Shareholders is incorporated herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION

       Information   contained  under  the   caption   "Executive
Compensation"  on pages 7-9 of the Company's Proxy Statement  for
its 2000 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  10
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  2000  Annual  Meeting   of
Shareholders is incorporated herein by reference.


 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
2000  Annual  Meeting of Shareholders is incorporated  herein  by
reference.
         
<PAGE 11>                       
                                

                             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  Brown   &
          Brown,  Inc.  (incorporated herein  by  reference  from
          pages  22-38  of  the Company's 1999 Annual  Report  to
          Shareholders) consisting of:

          (a)  Consolidated Statements of Income for each
               of  the  three years in the period ended  December
               31, 1999.

          (b)  Consolidated Balance Sheets as of December
               31, 1999 and 1998.

          (c)  Consolidated  Statements of  Shareholders'
               Equity  for each of the three years in the  period
               ended December 31, 1999.

          (d)  Consolidated Statements of Cash Flows  for
               each  of  the  three  years in  the  period  ended
               December 31, 1999.

          (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).

           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).

<PAGE 12>

           4a  Second   Amendment   to   Revolving   Loan
               Agreement,  dated as of October 15, 1998,  between
               the   Registrant   and  SunTrust   Bank,   Central
               Florida,   N.A.  (incorporated  by  reference   to
               Exhibit  4a  to  Form  10-K  for  the  year  ended
               December 31, 1998).

           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).

        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(1) 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).

        10b(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).

          10c  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).

          10d  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).

        10e(1) 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).

        10e(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).

<PAGE 13>

         10f   Employment Agreement, dated as of July 29,
               1999,  between the Registrant and J.  Hyatt  Brown
               (filed herewith).

         10g   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).

         10h   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).

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

         10j   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).

         11    Statement  Re:  Computation  of  Basic  and
               Diluted Earnings Per Share.

         13    Portions of Registrant's 1999 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.

                              BROWN & BROWN, INC.
                              Registrant


                              By:            *
                                 __________________________________             
                                     J. Hyatt Brown
                                     CHIEF EXECUTIVE OFFICER

Date:  March 15, 2000

      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>
<S>                        <C>                                 <C>
     Signature             Title                               Date


     *
______________________     Chairman  of the Board, President   March 15, 2000
J. Hyatt Brown               and Chief Executive Officer
                             (Principal Executive Officer)

     *
_______________________    Director                            March 15, 2000
Samuel P. Bell, III

     *
______________________     Director                           March 15, 2000
Bradley Currey, Jr.

     *
______________________     Director                           March 15, 2000
Jim W. Henderson

     *
______________________     Director                           March 15, 2000
David H. Hughes

     *
______________________     Director                          March 15, 2000
Theodore J. Hoepner

     *
______________________     Director                          March 15, 2000
Toni Jennings

     *
_____________________      Director                          March 15, 2000
Jan E. Smith

     *
_____________________      Vice President, Treasurer and     March  15, 2000
Cory T. Walker              Chief Financial Officer (Principal
                            Financial and Accounting Officer)



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

</TABLE>





                           EXHIBIT 10f

                      BROWN & BROWN, INC.

                      EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is entered into by and between
BROWN & BROWN, INC., hereinafter called the "Company," and J.
HYATT BROWN, hereinafter called "Employee," effective July 29,
1999.

                           BACKGROUND

     Employee is the Chairman, President and Chief Executive
Officer of the Company.  The Company desires to continue to
obtain the benefit of services by the Employee, and the Employee
desires to continue to render services to the Company.

     The Compensation Committee of the Board of Directors (the
"Compensation Committee") and the Board of Directors (the
"Board") of the Company have determined that it is in the best
interests of the Company and its shareholders to recognize the
substantial contribution that the Employee has made and is
expected to make in the future to the Company's business and to
continue to retain his services in the future. The Compensation
Committee and the Board recognize that the possibility of a
Change in Control (as hereinafter defined) exists and that the
threat of or the occurrence of a Change in Control can result in
significant distractions of its Chairman, President and Chief
Executive Officer because of the uncertainties inherent in such
 a
situation. The Compensation Committee and the Board have
determined that it is essential and in the best interest of the
Company and its shareholders to retain the services of Employee
in the event of a threat or occurrence of a Change in Control and
thereafter, without alteration or diminution of his continuing
leadership role in determining and implementing the strategic
objectives of the Company.  Moreover, the Compensation Committee
and the Board recognize that unlike other key personnel
throughout the Company who participate in the Company's Stock
Performance Plan and, therefore, would have the benefit of the
immediate vesting of stock interests granted to them pursuant to
that Plan in the event of a Change in Control, Employee is not a
participant in that Plan.

     In order to induce Employee to remain in the employ of the
Company, and to continue providing the leadership that has
defined the unique sales-driven culture of the Company, and
consistently improved the quality and financial performance of
the Company, Company and Employee desire to replace the
Employment Agreement entered into in April of 1993 with this
Agreement, and desire to set forth in this Agreement the terms
and conditions of the Employee's employment with the Company, and
to provide the Employee with certain benefits and assurances in
the event  of a Change in Control (as defined below).
Accordingly, in consideration of the mutual covenants and
representations set forth below, the Company and Employee agree
as follows:

<PAGE 2>                                
                                
                                
                              TERMS

     1.   DEFINITIONS.  "Company" means Brown & Brown, Inc. and
with respect to paragraph 9, hereof, also means its subsidiaries,
affiliated companies and any company operated or supervised by
the Company, as well as any successor entity formed by merger or
acquisition, including any company that may acquire a majority of
the stock of Brown & Brown, Inc.  "Employee" means J. Hyatt Brown
and with respect to paragraph 10 hereof also means any company or
business in which Employee has a controlling or managing
interest.

     2.   EMPLOYMENT. The Company hereby employs or continues to
employ Employee upon the terms and conditions set forth in this
Agreement.

     3.   TERM.  The term of the Agreement shall be continuous
until terminated by either party as provided herein.  This
Agreement supersedes all prior employment agreements or
arrangements existing as between the Company and the Employee.

     4.   EXTENT OF DUTIES.  At the time of execution of this
Agreement, Employee shall be employed as Chairman of the Board,
President and Chief Executive Officer of the Company.  Employee
shall perform the duties associated with such positions and shall
commit such of his time and effort required in completing and
fulfilling those duties and responsibilities commensurate with
and like in amount to the time committed by the Employee in
fulfilling the same as of the execution hereof. During the term
of his employment under this Agreement, Employee shall not
directly or indirectly engage in the insurance business in any of
its phases, either as a broker, agent, solicitor, consultant or
participant, in any manner or in any firm or corporation engaged
in the business of insurance or re-insurance, except for account
of the Company or as directed by the Company.

     5.   COMPENSATION.  During the term of this Agreement, Employee
shall be compensated as follows:

          (a)  The Company shall pay to the Employee an annual
base salary payable in bi-weekly installments.

          (b)  The Company shall pay to the Employee an annual
cash bonus payable by February 15 following the calendar year in
which earned.

          (c)  If the Employee's employment is terminated as of a
date other than the end of the Company's fiscal year end, the
bonus amount shall be calculated to the end of the calendar
quarter in which the termination occurs and annualized through
the end of the then fiscal year of the Company, and paid to the
Employee, or his written designated beneficiary or estate, as the
case may be.

<PAGE 3>

          (d)  The Employee shall participate in and receive
comparable benefits as are provided by the Company to its other
personnel from time to time except as modified or amplified by
this Agreement.

     6.   CHANGE IN CONTROL.  For purposes of this Agreement, a
"Change in Control" shall mean any of the following events:

          (a)  An acquisition (other than directly from the
Company) of any voting securities of the Company (the "Voting
Securities") by any "Person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), immediately after
which such Person has "Beneficial Ownership" (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of thirty
percent (30%) or more of the combined voting power of the
Company's then outstanding Voting Securities; provided, however,
in determining whether a Change in Control has occurred, Voting
Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control.  A "Non-Control Acquisition"
shall mean an acquisition by (i) an employee benefit plan (or a
trust forming a part thereof) maintained by (A) the Company or
(B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity interest
is owned, directly or indirectly, by the Company (for purposes of
this definition, a "Subsidiary") (ii) the Company or its
Subsidiaries; (iii) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined); or (iv) Employee or his
family members.

          (b)  The individuals who, as of July 29, 1999, are
members of the Board (the "Incumbent Board"), cease for any
reason to constitute at least two-thirds of the members of the
Board; provided, however, that if the election, or nomination for
election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this
Plan, be considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member
of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election
Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or

          (c)  Approval by stockholders of the Company of:

               (i)  a merger, consolidation or reorganization
involving the Company, unless such merger consolidation or
reorganization is a "Non-Control Transaction."  A "Non-Control
Transaction" shall mean a merger, consolidation or reorganization
of the Company where:

                    (A)  the stockholders of the company,
immediately before such merger, consolidation or reorganization,
own directly or indirectly immediately following such merger,
consolidation or reorganization, at least seventy percent (70%)
of the combined voting power of the outstanding voting securities
of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the
same proportion

<PAGE 4>

 as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization,

                    (B)  the individuals who were members of the
Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the members of
the board of directors of the Surviving Corporation, or a
corporation beneficially directly or indirectly owning a majority
of the Voting Securities of the Surviving Corporation, and

                    (C)  no Person other than (i) the Company,
(ii) any Subsidiary, (iii) any employee benefit plan (or any
trust forming a part thereof) maintained by the Company, the
Surviving Corporation, or any Subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization
had Beneficial Ownership of thirty percent (30%) or more of the
then outstanding Voting Securities), has Beneficial Ownership of
thirty percent (30%) or more of the combined voting power of the
Surviving Corporation's then outstanding voting securities.

               (ii) A complete liquidation or dissolution of the
company; or

               (iii)     An agreement for the sale or other
disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a Subsidiary).

          (d)  Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") acquired "Beneficial Ownership of more than the
permitted amount of the then outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities then
outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons, provided that if a
Change in Control would occur  (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by
the Company, and after such share acquisition by the Company, the
Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.

     7.   TERMINATION.  Subject to the provisions of Section 8,
this Agreement may be terminated:

                    (a)  by mutual consent of the Company and
               Employee;

                    (b)  by Employee upon thirty (30) days
               written notice to the Company; or

                    (c)  by the Company upon thirty (30) days
               written notice to Employee.

     Termination of Employee's employment under this Agreement
shall not release either Employee or the Company from obligations
hereunder arising or accruing through the date of such
termination nor from the post-termination provisions of this
Agreement.  Termination may be

<PAGE 5>

without cause and no cause need be
stated in notice of termination.  On notice of termination of or
by the Employee, the Company has the power to suspend the
Employee from all duties on the date notice is given, and to
immediately require return of all Confidential Information as
described in the Agreement.

     8.   PROVISIONS APPLICABLE TO EMPLOYMENT IN THE EVENT OF A
CHANGE IN CONTROL.

           (a)   If a Change in Control shall occur and if, prior
to  the  third  anniversary of the Change  in  Control,  (i)  the
Employee is terminated, or (ii) the Employee resigns due  to  the
occurrence  of any Adverse Consequences, as defined  below,  then
the  Employee shall be entitled to receive as severance  pay,  in
lieu of any further salary subsequent to the date of termination,
an  amount in cash equal to 2 times  the following:  3 times  the
sum  of  Employee's annual base salary and Employee's most recent
annual bonus as of the effective date of the Change in Control, ,
multiplied by a factor of 1 plus the percentage representing  the
percentage increase, if any, in the price of the common stock  of
the  Company between the date of execution of this Agreement  and
the  close  of  business on the first business day following  the
date  upon which public announcement of the Change in Control  is
made.   All benefits enjoyed by the Employee prior to the  Change
in  Control shall continue for a period of 3 years after the date
of  termination.  The severance sum shall be paid by the  Company
to  SunTrust  Bank  in  Daytona Beach, Florida  ("SunTrust"),  as
Escrow  Agent,   prior to the effective date  of  the  Change  in
Control, for deposit into an interest-bearing account pursuant to
an  escrow agreement acceptable to Employee, Company and SunTrust
which   provides  that  upon  Employee's  delivery   of   written
confirmation of his termination, or his resignation  due  to  the
occurrence  of  an Adverse Consequence,  the Escrow  Agent  shall
immediately,  without  delay,  pay  the  severance  sum,  in  its
totality,  to Employee, plus interest accruing from the  date  of
termination  or occurrence of an Adverse Consequence,  and  which
further  provides  that,  absent  receipt  of  such  notice  from
Employee, the funds held in escrow will revert to the Company  on
the on the first business day following the third anniversary  of
the Change in Control date.    If the continuation of any benefit
provided to the Employee violates any law or statute the Employer
shall pay to the Employee the cash equivalent of any benefit lost
by the Employee.

           (b)  "Adverse Consequences" is defined to mean any  of
the  following that the Employee, in good faith, believes to have
occurred:

               (i)  any material breach of this Agreement by the
Company;

                (ii) the assignment to the Employee of any duties
inconsistent with, or any diminution in, the Employee's status or
responsibilities presently in effect;

                (iii)      the failure of the Company  to  follow
Employee's  recommendations concerning operations and  management
of  the  Company, dividend policy of the Company,  and  strategic
direction of the Company;

<PAGE 6>

                (iv)  the  failure by the Company to provide  the
Employee  with suitable office space and adequate and appropriate
support staff and secretarial assistance and other administrative
support;

                (v)  a reduction by the Company in the Employee's
salary  or  bonus,  or  a  failure by the Company,  without  good
reason,  to  increase Employee's salary and bonus  in  accordance
with past practice from year to year;

                (vi)  the  reduction  or cessation  of  quarterly
dividend  payments  to shareholders of the  Company  equaling  at
least  25% of earnings of the Company without delivery of  money,
stock  or  other consideration with value that equals or  exceeds
the  income  that shareholders would otherwise derive  from  such
quarterly dividend payments;

                (vii)     a change in the principal place of  the
Employee's  employment to a location outside  of  Daytona  Beach,
Florida;

                (viii)     the failure by the Company to  provide
the  Employee with insurance and other benefits that are, in  the
judgment  of Employee, commensurate with those benefits currently
supplied by Company;

                (ix)  the failure of any successor to the Company
to assume and agree to perform this Agreement; or

               (x)  the taking of any other action by the Company
where  the intent or likely result of the action is to cause  the
Employee to resign or be terminated.

     9.   CONFIDENTIAL INFORMATION; NON-PIRACY COVENANTS.  (a)
Employee recognizes and acknowledges that the Confidential
Information (as hereafter defined) constitutes valuable, secret,
special, and unique assets of Company.  Employee covenants and
agrees that, during the term of this Agreement and following
termination (whether voluntary or involuntary), he or she will
not disclose the Confidential Information to any person, firm,
corporation, association, or other entity for any reason or
purpose without the express written approval of Company and will
not use the Confidential Information except in Company's
business.  It is expressly understood and agreed that the
Confidential Information is the property of Company and must be
immediately returned to Company upon demand therefor.  The term
Confidential Information includes each, every, and all written
documentation related to Company or its business that is not
public information, whether furnished by Company or compiled by
Employee, including but not limited to:  (1)  lists of the
Company's customers, companies, accounts and records pertaining
thereto; (2)  customer lists, prospect lists, policy forms,
and/or rating information, expiration dates, information on risk
characteristics, information concerning insurance markets for
large or unusual risks, and all types of written information
customarily used by Company or available to the Employee; (3)
information related to any of Company's programs and marketing
strategies; (4)  information known to Employee but not reduced to
written or recorded form; (5) underwriting information received
from customers; and (6) Employee's recollection of Confidential
Information.


<PAGE 7>

          (b)  For a period of three (3) years following
termination of Employment (whether voluntary or involuntary),
Employee specifically agrees not to solicit, accept, nor service,
directly or indirectly, as insurance solicitor, insurance agent,
insurance broker, insurance wholesaler, managing general agent,
consultant, or otherwise, for Employee's accounts or the accounts
of any other agent, or broker, or insurer, either as officer,
director, stockholder, owner, partner, employee, promoter,
consultant, manager, or otherwise, any insurance or bond business
of any kind or character from any person, firm, corporation, or
other entity, that is a customer or account of the Company during
the term of this Agreement or from any prospective customer or
account to whom the Company made proposals while Employee was
employed by Company.  Should a court of competent jurisdiction
declare any of the covenants set forth in this paragraph
unenforceable due to an unreasonable restriction of duration,
geographical area or otherwise, each of the parties hereto agrees
that such court shall be empowered to rewrite or reform any such
covenant and shall grant Company injunctive relief reasonably
necessary to protect its interest.

          (c)  Employee agrees that Company shall have the right
to communicate the terms of this Agreement to any third parties,
including but not limited to, any past, present or prospective
employer of Employee.  Employee waives any right to assert any
claim for damages against Company or any officer, employee or
agent of Company arising from disclosure of the terms of this
paragraph.

          (d)  In the event of the breach or threatened breach of
the provisions of this paragraph, Company shall be entitled to
injunctive relief as well as any other applicable remedies at law
or in equity.

     10.  ORGANIZING COMPETITIVE BUSINESSES; SOLICITING COMPANY EMPLOYEES.
Employee agrees that so long as he is working for
Company he will not undertake the planning or organizing of any
business activity competitive with the work he performs.
Employee acknowledges that the Company has made a significant
investment in developing and training a competent work force.
Employee agrees that he will not, for a period of two (2) years
following termination of employment with Company, directly or
indirectly, solicit any of the Company's employees to work for
Employee or any other competitive company.

     11.  PROTECTION OF COMPANY PROPERTY.  All records, files
manuals, lists of customers, blanks, forms, materials, supplies,
computer programs and other materials furnished to the Employee
by the Company, used by him on its behalf, or generated or
obtained by him during the course of his employment, shall be and
remain the property of Company.  Employee shall be deemed the
bailee thereof for the use and benefit of Company and shall
safely keep and preserve such property, except as consumed in the
normal business operations of Company.  Employee acknowledges
that this property is confidential and is not readily accessible
to Company's competitors.  Upon termination of employment
hereunder, the Employee shall immediately deliver to Company or
its authorized representative all such property, including all
copies, remaining in the Employee's possession or control.

     12.  ATTORNEY FEES AND EXPENSES.   The Company shall pay all
legal fees and related expenses (including the costs of experts,
evidence and counsel) incurred by the Employee as they 

<PAGE 8>

become due as a result of the Employee seeking to obtain or enforce any
right or benefit provided by this Agreement or by any other plan
or arrangement maintained by the Company under which the Employee
is or may be entitled to receive benefits.

     13.  SUCCESSORS AND ASSIGNS.

           (a)   This  Agreement shall be binding upon and  shall
inure  to the benefit of the Company, its successors and  assigns
and  the  Company  shall  require  any  successor  or  assign  to
expressly assume and agree to perform this Agreement in the  same
manner  and to the same extent that the Company would be required
to  perform  it  if  no such succession or assignment  had  taken
place.  The  term  "Company" as used herein  shall  include  such
successors  and  assigns.  The term "successors and  assigns"  as
used  herein  shall mean a corporation or other entity  acquiring
all  or  substantially all the assets and business of the Company
(including  this  Agreement)  whether  by  operation  of  law  or
otherwise.

           (b)   Neither this Agreement nor any right or interest
hereunder  shall be assignable or transferable by  the  Employee,
his beneficiaries or legal representatives, except by will or  by
the laws of descent and distribution.  This Agreement shall inure
to  the  benefit  of and be enforceable by the  Employee's  legal
personal representative.

     14.  NOTICES.  Any notices required or permitted to be given
under this Agreement shall be sufficient in writing and if sent
by Certified Mail to:

          Employee at:

               220 South Ridgewood Avenue
               Daytona Beach, Florida  32115

          and to the Company at:

               401 East Jackson Street, Suite 1700
               Tampa, Florida  33602
               Attn:  General Counsel

or such other address as either shall give to the other in
writing for this purpose.

     15.  WAIVER OF BREACH.  The waiver of either party of a
breach of any provision of the Agreement shall not operate or be
construed as a waiver of any subsequent breach by the other
party.

     16.  ENTIRE AGREEMENT.  This instrument contains the entire
Agreement of the parties.  All contracts entered into which are
dated prior to this Agreement are considered null and void.
Employee agrees that no verbal or other statement; inducement or
representation relied upon by Employee for the execution of this
Agreement has been made to Employee which is not contained in
this Agreement.  This Agreement may not be changed orally but
only by an agreement in writing 

<PAGE 9>

signed by the party against whom
enforcement of any waiver, change, modification, extension or
discharge is south.  A waiver by Company of any condition or term
in this Agreement shall not be construed to have any effect on
the remaining terms and conditions nor shall said waiver, if any,
be construed as permanent or binding for the future.

     17.  SETTLEMENT OF CLAIMS.  The Company's obligation to make
the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off,
counterclaim, defense, recoupment, or other right which the
Company may have against the Employee or others.

     18.  FLORIDA LAW TO GOVERN; VENUE. This Agreement shall be
governed by and construed according to the laws of the State of
Florida without giving effect to the conflict of law principles
thereof.  Any action brought by any party relating to this
Agreement shall be brought and maintained in a court of competent
jurisdiction in Volusia County, Florida.

     IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first set forth above.

WITNESSES:

/S/ LARAINE SPINA                  /S/ J. HYATT BROWN
------------------                ___________________________________
                                  J. HYATT BROWN

/S/ LAUREL L. GRAMMIG
_____________________
as to Employee


WITNESSES:                              BROWN & BROWN, INC.



/S/ JEFFREY PARO                   By:  /S/ JIM HENDERSON
____________________                  ___________________________
                                      Jim Henderson
                                      Executive Vice President
/S/ LAUREL L. GRAMMIG
_______________________
as to Brown & Brown





                           EXHIBIT 11


<TABLE>
<CAPTION>
                                
  Statement Re:  Computation of Basic and Diluted Earnings Per
                        Share (Unaudited)
                                
<S>                            <C>      <C>        <C>       <C>
                                Three Months         Year Ended
(In thousands, except per     Ended December 31,    December 31
  share data) 
                               1999     1998       1999      1998
                               ____     ____       ____      ____

BASIC EARNINGS PER SHARE                                 
                                                         
  Net Income                   $ 7,084  $ 6,130    $27,172   $23,349
                               =======  =======    =======   =======

  Weighted average shares       13,708   13,770     13,732    13,703
   outstanding                 =======  =======    =======   =======
                                                                 
  Basic earnings per share     $   .52  $   .45    $  1.98   $  1.70
                               =======  =======    =======   ========
                                                                 
DILUTED EARNINGS PER SHARE                                       
                                                                 
  Weighted average number of    13,708   13,770     13,732   13,703
  shares outstanding        
                                                               
  Net  effect of  dilutive                                     
  stock options, based on the
  treasury stock method              4        1          4        1
                               _______  _______    _______   ______

  Total diluted shares used
   in computation               13,712   13,771     13,736   13,704
                               =======  =======    =======  ======= 
                                                                 
  Diluted earnings per share   $   .52  $   .44    $  1.98  $  1.70
                               =======  =======    =======  ========



</TABLE>





<PAGE 1>

                               EXHIBIT 13
  PORTIONS OF BROWN & BROWN, INC.'S 1999 ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights


<TABLE>
<CAPTION>

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

                                         Year ended December 31,

(in thousands, except             Percent
 per share data)(1)      1999     Change  1998     1997     1996      1995

Commissions and fees(2)  $172,546  10.9   $155,577 $138,112 $128,147  $115,046
Total revenues           $176,413  11.0   $158,947 $143,501 $132,807  $119,789
Total expenses           $132,205   9.3   $120,978 $112,517 $104,741  $ 95,817
Income before taxes      $ 44,208  16.4   $ 37,969 $ 30,984 $ 28,066  $ 23,972
Net income(3)            $ 27,172  16.4   $ 23,349 $ 18,988 $ 17,391  $ 15,402
Net income per share     $   1.98  16.5   $   1.70 $   1.39 $   1.28  $   1.13
Weighted average number
 of shares outstanding     13,736           13,704   13,639   13,576    13,600
Dividends declared per 
 share                   $ 0.4600         $ 0.4100 $ 0.3533 $ 0.3267  $ 0.3200
Total assets             $235,163         $232,129 $206,101 $189,646  $161,747
Long-term debt           $  3,909         $ 17,378 $  6,452 $  5,485  $  7,615
 Shareholders' equity(4) $103,026         $ 83,680 $ 76,240 $ 67,378  $ 54,604

</TABLE>


(1) All share and per-share information has been restated to give
    effect to the three-for-two stock split, which became effective
    February 27, 1998.  Prior years' results have been restated to
    reflect the stock acquisitions of Insurance West in 1995, Daniel-
    James in 1998 and Ampher-Ross and Signature Insurance Group in
    1999.

(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 1995, the Company reduced its general tax reserved by $451,000,
    or $0.0333 per share, respectively, as a result of reaching a 
    settlement with the Internal Revenue Service on certain examination
    issues.

(4) Shareholders' equity as of December 31, 1999, 1998, 1997, 1996 and 1995
    included net increases of $4,922,000, $5,540,000, $6,511,000 and
    $4,836,000, respectively, as a result of the Company's application of
    SFAS 15, "Accounting for Certain Investments in Debt and Equity
    Securities."

Restatement of Financial Information

On July 20, 1999, Brown & Brown (the Company) acquired Ampher
Insurance, Inc. and Ross Insurance of Florida, Inc. through an
exchange of shares. Additionally, on November 10, 1999, the
Company acquired Signature Insurance Group, Inc. also through an
exchange of shares.

     These transactions were both accounted for utilizing the
pooling-of-interests method of accounting and, accordingly, the
Company was required to restate its consolidated financial
statements for all years presented in this Annual Report. The
purpose of a restatement is to present as one combined entity the
historical financial data of two (or more) previously separate and
distinct legal entities. The financial data that is contained in
the Management's Discussion and Analysis, the Consolidated
Financial Statements and Notes to Consolidated Financial
Statements reflect this restatement.

     Consistent with last year's presentation, as a means of
comparison, the tables below depict the Company's revenues, pre-
tax margins and earnings per share for 1994-1999 both before and
after the restatement.


<TABLE>
<CAPTION>
<S>    <C>          <C>        <C>       <C>        <C>       <C>
       REVENUE (in thousands)  PRE-TAX MARGIN       EARNINGS PER SHARE

        Original    Restated  Original   Restated   Original  Restated
1994   $101,580     $114,525   20.3 %     18.7 %    $ 1.04    $ 1.06
1995    106,365      119,789   21.9 %     20.0 %      1.13      1.13
1996    118,680      132,807   22.8 %     21.1 %      1.27      1.28
1997    129,191      143,501   24.5 %     21.6 %      1.48      1.39
1998    153,791      158,947   24.4 %     23.9 %      1.72      1.70
1999   $176,413     $176,413   25.1 %     25.1 %    $ 1.98    $ 1.98

</TABLE>


<PAGE 2>


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

General

In April of 1993, Poe & Associates, Inc., headquartered in Tampa,
Florida, merged with Brown & Brown, Inc., headquartered in Daytona
Beach, Florida, forming Poe & Brown, Inc. In April of 1999, the
shareholders voted to change the name to Brown & Brown, Inc. (the
"Company"). Since that merger, the Company's operating results
have steadily improved. The Company achieved pre-tax income from
operations of $44,208,000 in 1999, compared to $37,969,000 in 1998
and $30,984,000 in 1997. Pre-tax income as a percentage of total
revenues was 25.1% in 1999, 23.9% in 1998 and 21.6% in 1997. 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 1999, 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 2000 is
unpredictable.

     The development of new and existing proprietary programs,
fluctuations in insurable exposure units and the volume of
business from new and existing clients, and changes in general
economic and competitive conditions further impact revenues. 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 2000 will continue to be influenced
by these competitive and economic conditions.

     On July 20, 1999, the Company acquired Ampher Insurance, Inc.
and Ross Insurance of Florida, Inc. through an exchange of shares.
Additionally, on November 10, 1999, the Company acquired Signature
Insurance Group, Inc. and C, S & D, a Florida general partnership,
also through an exchange of shares. On April 14, 1998 the Company
acquired Daniel-James Insurance Agency, Inc. and Becky-Lou Realty
Limited, through an exchange of shares. Each of these transactions
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 acquisitions to include the results
of operations, financial positions and cash flows of the acquired
entities.

     During 1999, the Company acquired the assets of six general
insurance agencies, several books of business (customer accounts)
and the outstanding shares of two general insurance agencies. Each
of these transactions was accounted for as a purchase. On December
30, 1999, the Company acquired all of the outstanding stock of
Roswell Insurance & Surety Agency, 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.

<PAGE 3>

     During 1998, the Company acquired the assets of nineteen
general insurance agencies, several books of business 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, all of 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, growth and/or
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
averaged approximately 4.7% 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. For the past three years,
service fee revenues have generated an average of 8.7% 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. The Company's policy is to invest its
available funds in high-quality, short-term fixed income
investment securities. Investment income also includes gains and
losses realized from the sale of investments. In 1999, investment
income included a gain of approximately $140,000 resulting from
the Company's disposition of its investment in the 37th Street
Properties partnership. For 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. in
1997, investment income included a $303,000 realized gain from the
sale of the Company's investment in Fort Brooke Bank.

     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, 1999, 1998 and 1997

Commissions and Fees

Commissions and fees increased 11% in 1999, 13% in 1998 and 8% in
1997. Excluding the effect of acquisitions, commissions and fees
increased 2% in 1999, 2% in 1998 and 6% in 1997. The 1999 results
reflect an increase in commissions for three of the four operating
divisions. The National Programs division posted a decrease in
commissions for 1999. In general, property and casualty insurance
premium prices continued to decline in 1999, which was primarily
responsible for the slower growth rate; however, certain segments
and industries had some increases in insurable exposure units
during the year.

Investment Income

Investment income decreased to $2,560,000 in 1999 compared to
$3,325,000 in 1998 and $4,241,000 in 1997. This decrease is
primarily due to lower levels of invested cash precipitated by the
Company's ongoing acquisition strategy in both 1999 and 1998.
Additionally, the 1997 results included a $303,000 gain from the
sale of the Company's investment in Fort Brooke Bank.

Other Income

<PAGE 4>

Other income consists primarily of gains and losses from the sale
and disposition of assets. During 1999, gains from the sale of
customer accounts were $1,162,000 compared to losses of $115,000
in 1998 and gains of $646,000 in 1997. The gain in 1999 was
primarily attributable to the disposition of certain accounts in
the Lawyer's Protector Plan(r) of the Company's National Programs
Division. The loss in 1998 was due primarily to the disposition of
the Company's Charlotte, North Carolina operation.

Employee Compensation & Benefits

Employee compensation and benefits increased approximately 10% in
1999, 9% in 1998 and 8% in 1997. Employee compensation and
benefits as a percentage of total revenue was 51% in 1999, down
from 52% in both 1998 and 1997. The Company had 1,370 full-time
employees at December 31, 1999, compared to 1,417 at the beginning
of the year. The decrease in personnel during 1999 is primarily
attributable to the restructuring of the National Programs
Division. The 1999 increase in compensation and employee benefits
of $8,436,000 is attributable to several factors, including higher
levels of both producer commissions and profit center bonuses
resulting from the Company's proportionate increases in revenue
and profitability.

Other Operating Expenses

Other operating expenses increased 3% in 1999, 5% in 1998 and 6%
in 1997. Other operating expenses as a percentage of total
revenues decreased to 19% in 1999 from 20% in 1998 and 22% in
1997. The continuing decline in operating expenses, expressed as a
percentage of total revenues, is primarily attributable to the
effective cost containment measures brought about by the Company's
"Project 28" initiative, designed to identify areas of excess
expense.

Interest and Amortization

Interest expense increased $115,000, or 20%, in 1999, and
decreased $405,000, or 42%, in 1998. Interest expense decreased
$2,000 in 1997. The increase in 1999 is due to higher levels of
debt during the first quarter of 1999 and the assumption of debt
in certain pooling acquisitions.

     Amortization expense increased $1,804,000, or 31%, in 1999,
$213,000, or 4%, in 1998, and $434,000, or 8%, in 1997. The
increase in 1999 is due to the additional amortization of
intangibles as a result of both 1999 and 1998 acquisitions. The
increase in 1997 is due primarily to the $670,000 write-off of the
remaining intangible assets related to a terminated purchase
contract agreement.

Income Taxes

The effective tax rate on income from operations was 38.5% in both
1999 and 1998, and 38.7% in 1997.

Liquidity and Capital Resources

The Company's cash and cash equivalents of $37,459,000 at December
31, 1999 decreased by $5,366,000 from $42,825,000 at December 31,
1998. During 1999, $39,728,000 of cash was provided from operating
activities. From this amount and existing cash balances,
$18,154,000 was used to acquire businesses, $17,106,000 was used
to repay long-term debt, $6,237,000 was used for payment of
dividends, $4,936,000 was used for additions to fixed assets and
$1,152,000 was used for purchases of the Company's stock.

     The Company's cash and cash equivalents of $42,825,000 at
December 31, 1998, decreased $6,623,000 from the December 31, 1997
balance of $49,448,000. During 1998, cash of $37,833,000 was
provided from operating activities and $12,000,000 was received
from long-term debt financing. 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,
$7,835,000 was used to repay

<PAGE 5>

long-term debt, $5,494,000 was used
for payment of dividends, $4,560,000 was used for fixed asset
additions and $1,184,000 was used for purchases of investments.

     The Company's cash and cash equivalents of $49,448,000 at
December 31, 1997 increased $15,428,000 from the December 31, 1996
balance of $34,020,000. During 1997, cash of $31,507,000 was
provided from operating activities. From this amount, $5,860,000
was used for purchases of the Company's stock, $4,636,000 was used
for payment of dividends, $3,072,000 was used to acquire
businesses, $2,915,000 was used for fixed asset additions and
$2,824,000 was used for payments on long-term debt.

     The Company's current ratio was .95, 1.02 and 1.11 at
December 31, 1999, 1998 and 1997, respectively. The decrease in
the current ratio in 1999 is primarily attributable to the
repayment of long-term debt during 1999.

      The Company continues to maintain its credit agreement with
a major insurance company under which $4 million (the maximum
amount available for borrowing) was outstanding at December 31,
1999. The available amount will decrease by $1 million each August
beginning in 2000. The credit agreement requires the Company to
maintain certain financial ratios and comply with certain other
covenants.

      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. On borrowings of up to $8 million, 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% (7.50% at December 31, 1999). On borrowings in
excess of $8 million, the interest rate on this portion of the
facility 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, 1999, there were no borrowings against
the facility; at December 31, 1998, $12 million was outstanding.

     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 2000. 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

The Company has not experienced any material disruption as a
result of Year 2000 issues and does not anticipate any material
problems in the future. The costs incurred in remediating
potential Year 2000 problems did not differ materially from the
Company's prior estimates.

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 verbal 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

<PAGE 6>

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.


<TABLE>
<CAPTION>
Consolidated Statements of Income

<S>                                    <C>        <C>         <C>
                                       Year Ended December 31,
(in thousands, except per share data)  1999       1998        1997

REVENUES
Commissions and fees                   $172,546   $155,577   $138,112
Investment income                         2,560      3,325      4,241
Other income                              1,307         45      1,148
 Total revenues                         176,413    158,947    143,501

EXPENSES

Employee compensation and benefits       90,440     82,004     74,931
Other operating expenses                 33,424     32,552     30,972
Amortization                              7,657      5,853      5,640
Interest                                    684        569        974
  Total expenses                        132,205    120,978    112,517

Income before income taxes               44,208     37,969     30,984
Income taxes                             17,036     14,620     11,996
Net income                             $ 27,172   $ 23,349   $ 18,988
Other comprehensive income,
 net of tax:
 Unrealized holding (loss) gain, 
  net of tax benefit (expense) of 
  $395 in 1999, $770 in 1998 and
  ($149) in 1997 on securities             (618)    (1,204)       233

COMPREHENSIVE INCOME                   $ 26,554   $ 22,145   $ 19,221
Basic and diluted earnings per share   $   1.98   $   1.70   $   1.39
Weighted average number of shares 
 outstanding                             13,736     13,704     13,639

See notes to consolidated financial statements.

</TABLE>



<TABLE>
<CAPTION>

Consolidated Balance Sheets
<S>                                           <C>         <C>
                                            Year Ended December 31,
(in thousands, except per share data)         1999        1998

ASSETS
Cash and cash equivalents                     $ 37,459    $ 42,825
Short-term investments                             481         805
Premiums, commissions and fees receivable       67,783      69,736
Other current assets                             7,214       9,873
     Total current assets                      112,937     123,239
Fixed assets, net                               14,337      13,777
Intangibles, net                                91,813      79,704
Investments                                      9,449      10,503
Other assets                                     6,627       4,906
     Total assets                             $235,163    $232,129

LIABILITIES
Premiums payable to insurance companies       $ 87,737    $ 90,346
Premium deposits and credits due customers       7,771       8,379
Accounts payable and accrued expenses           20,458      17,154
Current portion of long-term debt                3,548       4,960
     Total current liabilities                 119,514     120,839
Long-term debt                                   3,909      17,378
Deferred income taxes                            1,578       2,403

<PAGE 7>

Other liabilities                                7,136       7,829
     Total liabilities                         132,137     148,449

SHAREHOLDERS' EQUITY
Common stock, par value $.10 per share; 
 authorized 70,000 shares; issued 13,720 
 shares at 1999 and 13,770 shares at 1998        1,372       1,377
Retained earnings                               96,732      76,763
Accumulated other comprehensive income, 
 net of tax effect of $3,147 at 1999 and 
 $3,542 at 1998                                  4,922       5,540
   Total shareholders' equity                  103,026      83,680
   Total liabilities and shareholders' equity $235,163    $232,129

See notes to consolidated financial statements.

</TABLE>



<TABLE>
<CAPTION>
Consolidated Statements of Shareholders' Equity
<S>                 <C>      <C>      <C>        <C>      <C>        <C>
                       Common Stock                      Accumulated
                                                           Other
                                       Additional          Compre-
                                       Paid-in   Retained  hensive
(in thousands,       Shares   Amount   Capital   Earnings  Income    Total
 except per share 
 data)
BALANCE, JANUARY 1, 
 1997               13,535   $ 1,354   $ 1,211   $ 58,302   $ 6,511  $ 67,378
Net income                                         18,988              18,988
Acquired and issued
 for employee stock
 benefit plans and
 stock acquisitions    123        12    (1,211)    (3,925)             (5,124)
Net increase in 
 unrealized appre-
 ciation of 
 available-for-
 sale securities                                                233       233
Shareholder 
 distributions
 from pooled 
 entities                                            (600)               (600)
Cash dividends paid
 ($.3533 per share)                                (4,636)             (4,636)

BALANCE, 
 DECEMBER 31,
  1997              13,658     1,366         -     68,129     6,744    76,239
Net income                                         23,349              23,349
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)
Shareholder 
 distributions
 from pooled 
 entities                                            (833)               (833)
Cash dividends paid
 ($.4100 per share)                                (5,494)             (5,494)

BALANCE, 
 DECEMBER 31,
  1998             13,770      1,377         -     76,763    5,540     83,680
Net income                                         27,172              27,172
Acquired and 
 issued for 
 employee stock 
 benefit plans 
 and stock
 acquisitions         (50)        (5)        -         95                  90
Net decrease in 
 unrealized
 appreciation 
 of available-
 for-sale 
 securities                                                   (618)      (618)
Shareholder
 distributions
 from pooled 
 entities                                          (1,061)             (1,061)
Cash dividends 
 paid
 ($.4600 per share)                                (6,237)             (6,237)

BALANCE, 
 DECEMBER  31, 
  1999              13,720  $ 1,372   $    -    $  96,732  $ 4,922   $103,026

See notes to consolidated financial statements.

</TABLE>



<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows
<S>                                     <C>        <C>       <C>
                                           Year Ended December 31,
(in thousands)                          1999       1998      1997

CASH FLOWS FROM OPERATING ACTIVITIES

<PAGE 8>

Net income                             $ 27,172    $ 23,349    $ 18,988
Adjustments to reconcile net income 
 to net cash provided by operating 
 activities:
 Depreciation                             4,152       3,565       3,190
 Amortization                             7,657       5,853       5,640
 Compensation expense under 
  performance stock plan                  1,263         732         176
 Provision for doubtful accounts             -          -           250
 Deferred income taxes                    (430)         271         (94)
 Net (gains) losses on sales of 
  investments, fixed assets
  and customer accounts                   (452)         406        (933)
 Premiums, commissions and fees 
   receivable decrease (increase)        1,953       (2,525)       (545)
 Other assets increase                    (851)      (1,432)     (1,294)
 Premiums payable to insurance 
  companies (decrease) increase         (2,608)       6,837       1,236
 Premium deposits and credits due 
  customers (decrease) increase           (608)       1,344        (294)
 Accounts payable and accrued 
  expenses increase (decrease)           3,303       (1,814)      4,848
 Other liabilities (decrease) increase    (823)       1,247         339
 Net cash provided by operating 
  activities                            39,728       37,833      31,507
CASH FLOWS FROM INVESTING ACTIVITIES

Additions to fixed assets               (4,936)      (4,560)    (2,915)
Payments for businesses acquired, 
 net of cash acquired                  (18,154)     (29,608)    (3,072)
Proceeds from sales of fixed 
 assets and customer accounts              647          148        597
Purchases of investments                  (124)      (1,184)      (262)
Proceeds from sales of investments         627        1,030        557
Net cash used in investing activities  (21,940)     (34,174)    (5,095)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt             (17,106)      (7,835)    (2,824)
Proceeds from long-term debt               738       12,000      2,068
Exercise of stock options and 
 issuances of stock                      1,664        1,113        868
Purchases of stock                      (1,152)      (9,233)    (5,860)
Shareholder distributions from pooled 
 entities                               (1,061)        (833)      (600)
Cash dividends paid                     (6,237)      (5,494)    (4,636)
Net cash used in financing activities  (23,154)     (10,282)   (10,984)
Net (decrease) increase in cash and 
 cash equivalents                       (5,366)      (6,623)    15,428
Cash and cash equivalents at beginning 
 of year                                42,825       49,448     34,020
Cash and cash equivalents at end of 
 year                                 $ 37,459     $ 42,825   $ 49,448

See notes to consolidated financial statements.

</TABLE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1   Summary of Significant Accounting Policies

Nature of Operations

Brown & Brown, Inc. (formerly Poe & Brown, Inc.) and subsidiaries
(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-

<PAGE 9>

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 Brown & 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 acquisitions of Ampher
Insurance, Inc., Ross Insurance of Florida, Inc., Signature
Insurance Group, Inc. and C,S&D, a Florida general partnership,
during 1999, and 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 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.

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 

<PAGE 10>

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 $4,922,000 at December 31, 1999 and
$5,540,000 at December 31, 1998, net of deferred income taxes of
$3,147,000 and $3,542,000, respectively. The Company owned 559,970
shares of Rock-Tenn Company common stock at December 31, 1999 and
1998 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 purchased customer accounts, non-compete
agreements, acquisition costs, purchased contract agreements and
the excess of costs over the fair value of identifiable net assets
acquired (goodwill). Purchased customer accounts, non-compete
agreements, acquisition costs, 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 costs over the fair value of identifiable net
assets acquired is being amortized on a straight-line basis over
15 to 40 years. Purchased customer accounts are records and files
obtained from acquired businesses that contain information on
insurance policies and the related insured parties that is
essential to policy renewals.

     The carrying value of intangibles, corresponding with each
agency division comprising the Company, is periodically reviewed
by management to determine if the facts and circumstances suggest
that they may be impaired. In the insurance brokerage and agency
industry, it is common for agencies or customer accounts to be
acquired at a price determined as a multiple of the corresponding
revenues. Accordingly, the Company assesses the carrying value of
its intangibles by comparison to a reasonable multiple applied to
corresponding revenues, as well as considering the operating cash
flow generated by the corresponding agency division. Any
impairment identified through this assessment may require that the
carrying value of related intangibles be adjusted; however, no
impairments have been recorded for the years ended December 31,
1999, 1998 and 1997.

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

<PAGE 11>

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.

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 July 20, 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. (collectively
referred to as "Ampher-Ross"), both Florida corporations with an
office in Ft. Lauderdale, Florida.

     On November 10, 1999, the Company issued 105,385 shares of
its common stock in exchange for all of the outstanding stock of
Signature Insurance Group, Inc. ("Signature"), a Florida
corporation with an office in Ocala, Florida, and for all of the
outstanding membership interests of C,S&D, a Florida general
partnership established in January 1999.

     These transactions have been accounted for under the pooling-
of-interests method of accounting, and accordingly, the Company's
consolidated financial statements and related notes have been
restated for all periods prior to the acquisitions to include the
results of operations, financial positions and cash flows of
Ampher-Ross, Signature and C,S&D.

     The following table reflects the 1998 and 1997 individual and
combined operating results of the Company, Ampher-Ross, Signature
and C,S&D.


<TABLE>
<CAPTION>
<S>                 <C>       <C>        <C>          <C>        <C>
                    Audited              Unaudited
                    Brown &   Ampher-
(in thousands of    Brown     Ross       Signature    C,S&D      Combined 
 dollars,except 
 per share data)

1998
  Revenues          $153,791  $ 2,994    $ 2,162       $  -       $158,947
  Net Income          23,053       86        210          -         23,349

1997
  Revenues          $138,607  $ 2,761    $ 2,133       $  -       $143,501
  Net Income          18,666       64        258          -         18,988

                                                       1998       1997
NET INCOME PER SHARE

As previously recorded                                 $    1.72  $ 1.40
As combined                                            $    1.70  $ 1.39

</TABLE>


          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

<PAGE 12>

Agency, Inc. ("Daniel-James"), an Ohio
corporation with offices in Toledo, 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 include the results of operations, financial
positions and cash flows of Daniel-James and Becky-Lou.

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


<TABLE>
<CAPTION>
<S>                        <C>         <C>       <C>          <C>
                           Audited          Unaudited

                           Brown &     Daniel-
(in thousands of dollars,  Brown       James     Becky-Lou    Combined
 except per share data)

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

                                                                 1997
NET INCOME PER SHARE
As previously recorded                                         $  1.48
As combined                                                    $  1.40

</TABLE>


Note 3   Acquisitions

During 1999, the Company acquired the assets of six general
insurance agencies, several books of business (customer accounts)
and the outstanding stock of two general insurance agencies at an
aggregate cost of $19,612,000, including $18,154,000 of net cash
payments and the issuance of notes payable in the amount of
$1,458,000. Each of these acquisitions was accounted for as a
purchase, 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. Due to the aggregate immaterial nature of these
transactions, 1999 pro forma disclosure is not presented.

     During 1998, the Company acquired the assets of 19 general
insurance agencies, several books of business 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 the
issuance of notes payable in the aggregate amount 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 acquisitions completed
during 1998 have been combined with those of the Company since
their respective acquisition dates. If the acquisitions had
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>
<S>                                           <C>         <C>
                                                  Unaudited
(in thousands, except per share data)         Year Ended December 31,

                                              1998        1997
Total revenues                                $167,700    $166,577
Income before taxes                             38,832      33,192
Net income                                      23,876      20,335
Earnings per share                            $   1.74    $   1.49

</TABLE>


     During 1997, the Company acquired four general insurance
agencies and several books of business, all of which were
accounted for as purchases. The 

<PAGE 13>

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, 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.

     Additional or return consideration resulting from acquisition
contingency provisions is recorded as an adjustment to intangibles
when the contingency is settled. Payments of this nature totaling
$1,611,000, $1,536,000 and $154,000 were made in 1999, 1998 and
1997, respectively. As of December 31, 1999, the maximum future
contingency payments related to acquisitions totaled $4,977,000.

Note 4   Investments

Investments at December 31 consisted of the following:

<TABLE>
<CAPTION>
<S>                                                <C>        <C>
                                                        1999
                                                   Carrying Value

                                                              Non-
(in thousands)                                     Current    Current
Available-for-sale marketable equity securities    $  197     $  9,449
Nonmarketable equity securities and certificates
 of deposit                                           284          -
Total investments                                  $  481     $  9,449

                                                        1998
                                                   Carrying Value

                                                              Non-
(in thousands)                                     Current    Current
Available-for-sale marketable equity securities    $  235     $ 10,503
Nonmarketable equity securities and certificates
 of deposit                                           570         -
Total investments                                  $  805     $ 10,503

</TABLE>


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


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

Marketable Equity Securities:

1999                        $ 1,576     $ 8,095     $  25       $ 9,646
1998                        $ 1,655     $ 9,093     $  10       $10,738

</TABLE>


     In 1999, proceeds from sales of available-for-sale securities
totaled $627,000, resulting in gross realized gains of
approximately $138,000. Proceeds from sales of available-for-sale
securities totaled $1,030,000 in 1998, resulting in gross realized
gains of approximately $165,000. In 1997, proceeds from sales of
available-for-sale securities totaled $557,000, resulting in gross
realized gains and losses of approximately $349,000 and ($23,000),
respectively.

     Cash and 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 both December 31, 1999 and 1998 approximates its fair value.

Note 5   Fixed Assets

Fixed assets at December 31 consisted of the following:

<TABLE>
<CAPTION>
<S>                                         <C>         <C>
(in thousands)                              1999        1998

<PAGE 14>

Furniture, fixtures and equipment           $ 32,661    $ 31,003
Land, buildings and improvements               2,092       1,361
Leasehold improvements                         1,755       1,418
                                            $ 36,508    $ 33,782
Less accumulated depreciation and 
 amortization                                 22,171      20,005
                                            $ 14,337    $ 13,777
</TABLE>


     Depreciation expense amounted to $4,152,000 in 1999,
$3,565,000 in 1998 and $3,190,000 in 1997.

Note 6   Intangibles

Intangibles at December 31 consisted of the following:

<TABLE>
<CAPTION>
<S>                                        <C>             <C>
(in thousands)                             1999            1998

Purchased customer accounts                $  87,955       $  74,620
Non-compete agreements                        21,653          19,111
Goodwill                                      32,312          28,577
Acquisition costs                              1,705           1,552
                                             143,625         123,860
Less accumulated amortization                 51,812          44,156
                                            $ 91,813        $ 79,704
</TABLE>


     Amortization expense amounted to $7,657,000 in 1999,
$5,853,000 in 1998 and $5,640,000 in 1997.

Note 7   Long-Term Debt

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

<TABLE>
<CAPTION>
<S>                                        <C>            <C>
(in thousands)                             1999           1998

Long-term credit agreement                 $ 4,000        $  4,000
Revolving credit facility                        -          12,000
Notes payable from treasury stock purchases    395             647
Acquisition notes payable                    2,372           5,520
Other notes payable                            690             171
                                             7,457          22,338
Less current portion                         3,548           4,960
Long-term debt                             $ 3,909        $ 17,378
</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%
(9.50% at December 31, 1999). At December 31, 1999, $4 million
(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 million each August beginning in 2000. This
credit agreement requires the Company to maintain certain
financial ratios and comply with certain other covenants.

     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. On borrowings of up to $8 million, 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 

<PAGE 15>

less 1% (7.50% at December 31, 1999). On borrowings in
excess of $8 million, the interest rate on this portion of the
facility 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, 1999, there were no borrowings against
the facility; at December 31, 1998, $12 million was outstanding.

     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
2000 and 2001. These notes have been discounted at an effective
yield of 8.50% for presentation in the consolidated financial
statements.

     Acquisition notes payable represent debt incurred to former
owners of certain agencies acquired in 1999, 1998 and 1997. These
notes, including future contingent payments, are payable in
monthly and annual installments through 2002, including interest
of 6%.

     Maturities of long-term debt for succeeding years are
$3,548,000 in 2000, $1,283,000 in 2001, $1,049,000 in 2002,
$1,053,000 in 2003 and $524,000 in 2004 and beyond.

 Note 8   Income Taxes

At December 31, 1999, the Company had a net operating loss
carryforward of $302,000 for income tax reporting purposes,
portions of which expire in the years 2000 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)                       1999                1998
Deferred tax liabilities:
 Fixed assets                        $  1,087            $ 1,228
 Net unrealized appreciation of 
  available-for-sale securities         3,147              3,542
 Installment sales                         -                   2
 Prepaid insurance and pension            721                771
 Intangible assets                        237                208
Total deferred tax liabilities       $  5,192            $ 5,751
Deferred tax assets:
 Deferred compensation               $  2,249            $ 1,926
 Accruals and reserves                    954              1,010
 Net operating loss carryforwards         179                179
 Other                                    270                271
 Valuation allowance for deferred 
  tax assets                              (38)               (38)
Total deferred tax assets            $  3,614           $  3,348
Net deferred tax liabilities         $  1,578           $  2,403

</TABLE>


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


<TABLE>
<CAPTION>
<S>                                 <C>           <C>         <C>
(in thousands)                      1999          1998        1997
Current:
     Federal                        $ 15,015      $ 12,367    $ 10,534
     State                             2,451         1,955       1,730
Total current provision             $ 17,466      $ 14,322    $ 12,264
Deferred:
     Federal                            (386)          267        (228)
     State                               (44)           31         (40)
Total deferred (benefit) 

<PAGE 16>

  provision                            (430)          298        (268)
Total tax provision                 $ 17,036      $ 14,620    $ 11,996

</TABLE>


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


<TABLE>
<CAPTION>
<S>                                <C>             <C>         <C>
                                   1999            1998        1997

Federal statutory tax rate         35.0 %          35.0 %      35.0 %
State income taxes, net of 
 federal income tax benefit         3.6             3.4         3.7
Interest exempt from taxation 
 and dividend exclusion            (0.3)           (0.2)       (0.8)
Non-deductible goodwill 
 amortization                       0.4             0.4         0.4
Other, net                         (0.2)           (0.1)        0.4
Effective tax rate                 38.5 %          38.5 %      38.7 %

</TABLE>


     Income taxes payable were $2,464,000 and $1,463,000 at
December 31, 1999 and December 31, 1998, respectively, and are
reported as a component of accounts payable and accrued expenses.

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
$2,400,000 in 1999, $2,174,000 in 1998 and $1,876,000 in 1997.

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. Of the
750,000 shares authorized for issuance under the Stock Purchase
Plan as of December 31, 1999, 332,606 shares remained available
and reserved for future issuance.

     The Company accounts for the Stock Purchase Plan under
Accounting principles Board (APB) No. 25, "Accounting for Stocks
Issued to Employees," under which no compensation expense has been
recognized. Had compensation expense for the Stock Purchase Plan
been determined consistent with SFAS 123, "Accounting for Stock-
Based Compensation," it would have had an immaterial effect on the
Company's net income and earnings per share for the years ended
December 31, 1999, 1998 and 1997.

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 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, 1999,
596,482 shares had been granted under the plan at initial stock
prices ranging from $15.17 to $34.00. 

<PAGE 17>

As of December 31, 1999,
331,050 shares had met the first condition for vesting; 4,800
shares had satisfied both conditions for vesting and were
subsequently distributed to the participants.

     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
$1,263,000 in 1999, $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>
<S>                                 <C>            <C>         <C>
                                         Year Ended December 31,
(in thousands)                      1999           1998        1997
Unrealized (depreciation) 
 appreciation of available-
 for-sale securities net of
 tax benefit (expense) of $395 
 for 1999,$770 for 1998 and 
 ($149) for 1997                    $   (618)     $ (1,204)   $    233
Notes payable issued for purchased
 customer accounts                     1,458         4,991       2,367
Notes received on the sale of fixed 
 assets and customer accounts          1,305         1,249         187
Cash paid during the year for:
     Interest                            730           863         738
     Income taxes                     16,535        14,112      11,211

</TABLE>


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 2009. 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, 1999, the aggregate
future minimum lease payments under all noncancelable lease
agreements were as follows:


<TABLE>
<CAPTION>
<S>                                               <C>
Year Ending December 31,                          (in thousands)
2000                                              $    6,128
2001                                                   5,661
2002                                                   5,662
2003                                                   5,028
2004                                                   3,556
Thereafter                                             4,544
Total minimum future lease payments               $   30,579

</TABLE>


     Rental expense in 1999, 1998 and 1997 for operating leases
totaled $6,314,000, $5,705,000 and $5,449,000, 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

<PAGE 18>

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

     For the years ended December 31, 1999, 1998 and 1997,
approximately 14%, 17% and 20%, 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 of America.

     The accounting policies of the reportable segments are the
same as those described in Note 1 of Notes to Consolidated
Financial Statements. 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.

<TABLE>
<CAPTION>
<S>                  <C>      <C>       <C>      <C>        <C>       <C>
(in thousands)       Retail   Programs  Service  Brokerage  Other     Total

Year Ended 
 December 31, 1999:
Total Revenues      $123,527  $ 23,822  $ 14,936  $ 15,231  $ (1,103) $176,413
Investment income      1,856     1,187       221       355    (1,059)    2,560
Interest expense       1,136        -         -         -       (452)      684
Depreciation and
     amortization      8,686     1,518       384       966       255    11,809
Income (loss) before
     income taxes     26,478     7,493     2,475     5,533     2,229    44,208
Total assets         151,226    56,908     6,172    32,362   (11,505)  235,163
Capital expenditures   2,799       504       346       193     1,094     4,936

Year Ended 
 December 31, 1998:
Total Revenues      $105,504  $ 26,737  $ 14,025  $ 13,611  $  (930)  $158,947
Investment income      1,689     1,684       207       358     (613)     3,325
Interest expense         844        -         -         12     (287)       569
Depreciation and
     amortization      6,512     1,452       319       925      210      9,418
Income (loss) before
     income taxes     21,795     9,515     2,496     4,888     (725)    37,969
Total assets         127,532    59,686     5,421    29,850    9,640    232,129
Capital expenditures   3,227       666       383       223       61      4,560

Year Ended
  December 31, 1997:
Total Revenues      $ 89,929  $ 26,821  $ 12,333  $ 13,440   $  978   $143,501
Investment income      1,293     1,904       183       421      440      4,241
Interest expense         124        -         -        313      537        974
Depreciation and
     amortization      5,632     1,203       335       783      877      8,830
Income (loss) before
     income taxes     15,523     9,657     1,964     4,783     (943)    30,984

<PAGE 19>

Total assets         113,883    58,505     4,178    29,470       65    206,101
Capital expenditures   1,789       563       259       283       21      2,915

</TABLE>


     Revenue from insurance policies underwritten by one insurance
company represents approximately $24 million of the Company's
consolidated revenues. All of the reported segments derive revenue
from this insurance company.

R
EPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Brown & Brown, Inc.

We have audited the accompanying consolidated balance sheets of
Brown & Brown, Inc. and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1999. 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 Brown & Brown, Inc. and subsidiaries as of December 31, 1999
and 1998, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1999,
in conformity with generally accepted accounting principles.

                              /S/ ARTHUR ANDERSEN, LLP
Orlando, Florida
January 19, 2000


                          
                                





                         EXHIBIT 22
                              
              BROWN & BROWN, INC.  SUBSIDIARIES

FLORIDA CORPORATIONS:

Ampher Insurance, Inc.
Bill Williams Agency, Inc.
Boulton Agency, Inc.
B & B Insurance Services, Inc.
C. D. Petrie, Inc.
Champion Underwriters, Inc.
Lawyer's Protector Plan Risk Purchasing Group, Inc.
Madoline Corporation
Mann & Wise, Inc.
Physician Protector Plan Risk Purchasing Group, Inc.
Ross Insurance of Florida, Inc.
Signature Insurance Group, Inc.
Underwriters Services, Inc.

FOREIGN CORPORATIONS:

A.G. General Agency, Inc. (TX)
Azure IV Acquisition Corporation (AZ)
P & O of Texas, Inc. (TX)
Poe & Associates of Illinois, Inc. (IL) - d/b/a Insurance
Administration Center
Brown & Brown Insurance of Arizona, Inc. (AZ) - d/b/a Brown
& Brown of Prescott, Brown & Brown of Tucson
Brown & Brown of California, Inc. (CA)
Poe & Brown of Connecticut, Inc. (CT)
Brown & Brown Insurance of Georgia, Inc. (GA)
Brown & Brown Insurance Benefits, Inc. (TX)
Brown & Brown Metro, Inc. (NJ)
Poe & Brown of North Carolina, Inc. (NC)
Brown & Brown of Ohio, Inc. (OH)
Brown & Brown Insurance of Pennsylvania, Inc. (PA)
Brown & Brown Insurance Services of Texas, Inc. (TX) - d/b/a
Brown & Brown of Texas
Peachtree Special Risk Brokers, LLC (GA) (limited company)
Unified Seniors Association, Inc. (GA) (non-profit)

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)
Brown & Brown of Indiana, Inc. (IN)
Brown & Brown of Nevada, Inc. (NV)
Brown & Brown of New Mexico, Inc. (NM)
Roswell Insurance &Surety Agency, Inc. (NM)
Shanahan, McGrath & Bradley, Inc. (AZ)
Thim Insurance Agency, Inc. (AZ)





                         Exhibit 23
                              
                                                 [ARTHUR ANDERSEN LOGO]

 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


As independent certified public accountants, we hereby
consent to the incorporation of our report dated January 19,
2000, incorporated by reference in this Form 10-K, into the
Company's previously filed Registration Statements (File
Nos. 33-1900, 33-41204 and 333-14925).


                            /S/  ARTHUR ANDERSEN LLP

Orlando, Florida
  March 15, 2000






                         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 1999

Annual Report on Form 10-K for Brown & 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 26, 2000

<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 1999 Annual Report on Form 10-K

for Brown & 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 26, 2000

<PAGE 3>
                        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 1999 Annual Report on Form 10-K

for Brown & 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 26, 2000

<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 1999 Annual Report on Form 10-K

for Brown & 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 26, 2000

<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 1999 Annual Report on Form 10-K

for Brown & 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 26, 2000

<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 1999 Annual Report on Form 10-K

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

thereto, and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said

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

perform each and every act and thing requisite and necessary to

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

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

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

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

hereof.


                              /S/ THEODORE J. HOEPNER
                              _____________________________
                               Theodore Hoepner


Dated:  January 26, 2000

<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 1999 Annual Report on Form 10-K

for Brown & 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 26, 2000

<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 1999 Annual Report on Form 10-K

for Brown & 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 HENDERSON
                              ___________________________
                               Jim Henderson


Dated:  January 26, 2000

<PAGE 9>

                      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 1999

Annual Report on Form 10-K for Brown & 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/ CORY T. WALKER
                              __________________________
                               Cory Walker


Dated: February 9, 2000




                         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 Brown & 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 28, 2000:

          RESOLVED, that the February 23, 2000 draft of
     the Company's 1999 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 15th day of
March, 2000.




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





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
financial statements of Brown & Brown, Inc. for the year ended December 31,
1999, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                          37,459
<SECURITIES>                                     9,930
<RECEIVABLES>                                   67,783
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               112,937
<PP&E>                                          36,508
<DEPRECIATION>                                  22,171
<TOTAL-ASSETS>                                 235,163
<CURRENT-LIABILITIES>                          119,514
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,372
<OTHER-SE>                                     101,654
<TOTAL-LIABILITY-AND-EQUITY>                   235,163
<SALES>                                              0
<TOTAL-REVENUES>                               176,413
<CGS>                                                0
<TOTAL-COSTS>                                  132,205
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 684
<INCOME-PRETAX>                                 44,208
<INCOME-TAX>                                    17,036
<INCOME-CONTINUING>                             27,172
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,172
<EPS-BASIC>                                       1.98
<EPS-DILUTED>                                     1.98
        

</TABLE>