SEC Filing | Brown & Brown, Inc.

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


[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 2000.
                               or

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

Commission file number 0-7201.


                      BROWN & BROWN, INC.

     (Exact name of Registrant as specified in its charter)

              FLORIDA                            59-0864469
    ________________________________      ________________________________
    (State or other jurisdiction of       (I.R.S. Employer Identification
     incorporation or organization)         Number)

   220 S. RIDGEWOOD AVE., DAYTONA BEACH, FL             32114
   ________________________________________           ____________
   (Address of principal executive offices)           (Zip Code)


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


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months,
and (2) has been subject to such filing requirements for the past
ninety (90) days.    Yes  X    No
                         ____     _____
The  number of shares of the Registrant's common stock, $.10  par
value, outstanding as of May 10, 2000, was 13,677,059.





                       BROWN & BROWN, INC.

                       INDEX TO FORM 10-Q
              FOR THE QUARTER ENDED MARCH 31, 2000

                                                                  
                                                                     PAGE
                                                                     ____
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements (Unaudited)

          Condensed Consolidated Statements of Income for the
          three months ended March 31, 2000 and 1999                 3

          Condensed Consolidated Balance Sheets as of March 31,
          2000 and December 31, 1999                                 4

          Condensed Consolidated Statements of Cash Flows for
          the three months ended March 31, 2000 and 1999             5

          Notes  to  Condensed Consolidated Financial Statements     6

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                     8

    Item 3.  Quantitative and Qualitative  Disclosures  About
             Market Risk                                             10

PART II.  OTHER INFORMATION

    Item 1.  Legal Proceedings                                       11

    Item 6.  Exhibits and Reports on Form 8-K                        11

SIGNATURES                                                           12





ITEM 1:  FINANCIAL STATEMENTS




                       BROWN & BROWN, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                           (UNAUDITED)
              (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                           
                                                FOR THE THREE MONTHS
                                                  ENDED MARCH 31,
                                                2000              1999
                                                                (Restated)
REVENUES

  Commissions and fees                          $ 48,676          $ 44,905
  Investment income                                  901               589
  Other income                                       505                40
                                                ________          ________
   Total revenues                                 50,082            45,534

EXPENSES

  Employee compensation and benefits              24,894            22,994
  Other operating expenses                         8,976             8,284
  Amortization                                     2,120             1,891
  Interest                                           143               194
                                                ________           _______
   Total expenses                                 36,133            33,363
                                                ________           _______

  Income before income taxes                      13,949            12,171
  Income taxes                                     5,510             4,808
                                                ________           _______

NET INCOME                                      $  8,439           $ 7,363

Other comprehensive income, net of tax:
 Unrealized loss on securities:
  Unrealized holding loss arising during
  period, net of tax benefit of $1,143 in
  2000 and $334 in 1999                         $ (1,787)          $ (522)
                                                _________          ________

Comprehensive Income                            $  6,652           $  6,841
                                                ========           ========

Basic and diluted earnings per share            $   0.62           $   0.53
                                                ========           ========

Dividends declared per share                    $   0.13           $   0.11
                                                ========           ========

Diluted shares outstanding                        13,685             13,765


        See notes to condensed consolidated financial statements.








                       BROWN & BROWN, INC.

             CONDENSED CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED)
                         (IN THOUSANDS)

                                                     
                                            MARCH 31,      DECEMBER 31,
                                              2000             1999
                                            _________      ____________
ASSETS
 Cash and cash equivalents                  $ 47,669       $ 37,459
 Short-term investments                          350            481
 Premiums,commissions and fees receivable     66,940         67,783
 Other current assets                          6,185          7,214
                                            --------       --------
   Total current assets                      121,144        112,937

 Fixed assets, net                            13,721         14,337
 Intangible  assets, net                     101,528         91,813
 Investments                                   6,649          9,449
 Other assets                                  5,599          6,627
                                            ________       ________

  Total assets                              $248,641       $235,163
                                            ========       ========

LIABILITIES

 Premiums payable to insurance companies    $ 98,649       $ 87,737
 Premium deposits and credits due customers    5,618          7,771
 Accounts payable and accrued expenses        22,835         20,458
 Current portion  of long-term debt            2,616          3,548
                                            ________       ________
  Total current liabilities                  129,718        119,514

 Long-term debt                                3,872          3,909
 Deferred   income taxes                         435          1,578
 Other liabilities                             6,592          7,136
                                            ________       ________
  Total liabilities                          140,617        132,137
                                            ________       ________

SHAREHOLDERS' EQUITY

 Common stock, par value $.10 per share:
  authorized 70,000 shares; issued 13,677
  shares at 2000 and 13,720 at 1999            1,368          1,372
 Retained earnings                           103,521         96,732
 Accumulated  other comprehensive income       3,135          4,922
                                            ________       ________
  Total shareholders'equity                  108,024        103,026
                                            ________       ________

  Total liabilities and shareholders'
    equity                                  $248,641       $235,163
                                            ========       ========

          See notes to condensed consolidated financial statements.







                       BROWN & BROWN, INC.


         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)
                         (IN THOUSANDS)

                                                            
                                         For the three months ended March 31,
                                                     2000          1999
                                                                  (RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                           $  8,439     $  7,363
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation                                          1,096        1,036
  Amortization                                          2,120        1,891
  Compensation expense under stock performance plan       124          316
  Net gains on sales of investments, fixed assets
    and customer accounts                                (610)          (2)
  Premiums, commissions and fees receivable, decrease     843        8,071
  Other assets, decrease (increase)                     2,057         (686)
  Premiums payable to insurance companies,
    increase                                           10,912        4,886
  Premium  deposits and credits due customers,
    decrease                                           (2,153)        (668)
  Accounts payable and accrued expenses, increase       2,377        1,612
  Other liabilities, decrease                            (544)        (970)
                                                     ________      _______
NET CASH PROVIDED BY OPERATING ACTIVITIES              24,661       22,849
                                                     ________      _______

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets                              (1,083)      (2,305)
Payments for businesses acquired, net of
  cash acquired                                       (11,708)     (10,068)
Proceeds from sales of fixed assets and
  customer accounts                                     1,055           25
Purchases of investments                                   (3)         (60)
Proceeds from sales of investments                        169           62
                                                     ________      ________
NET CASH USED IN INVESTING ACTIVITIES                 (11,570)     (12,346)
                                                     ________      ________

CASH FLOWS FROM FINANCING ACTIVITIES
Payment on long-term debt                              (1,103)     (13,041)
Proceeds from long-term debt                              -          2,389
Exercise of stock options and issuances of stock          -             (1)
Shareholder distributions from pooled entities            -            (82)
Cash dividends paid                                    (1,778)      (1,485)
                                                     ________     ________
NET CASH USED IN FINANCING ACTIVITIES                  (2,881)     (12,220)
                                                     ________     ________

Net increase (decrease) in cash and cash equivalents   10,210       (1,717)
Cash and cash equivalents at beginning of period       37,459       42,825
                                                     ________     ________

CASH AND CASH EQUIVALENTS AT END OF PERIOD           $ 47,669     $ 41,108
                                                     ========     ========

          See notes to condensed consolidated financial statements.




                       BROWN & BROWN, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)

NOTE 1 - BASIS OF FINANCIAL REPORTING

      The accompanying unaudited condensed consolidated financial
statements  have  been  prepared  in  accordance  with  generally
accepted  accounting principles for interim financial information
and  with  the  instructions for Form  10-Q  and  Article  10  of
Regulation  S-X.   Accordingly, they do not include  all  of  the
information   and   footnotes  required  by  generally   accepted
accounting principles for complete financial statements.  In  the
opinion  of  management, all adjustments  (consisting  of  normal
recurring  accruals) considered necessary for a fair presentation
have  been  included.  For  further  information,  refer  to  the
consolidated financial statements and the notes thereto  included
in  the  Company's Annual Report on Form 10-K for the year  ended
December 31, 1999.

       The  accompanying  financial statements  for  all  periods
presented have been restated to give effect to the acquisition of
Ampher  Insurance,  Inc.  and Ross Insurance  of  Florida,  Inc.,
effective  July  20,  1999,  and  the  acquisition  of  Signature
Insurance  Group,  Inc., and all of the outstanding  general
partnership interests in C, S & D, effective November 10, 1999.

     These transactions have been accounted for under the pooling-
of-interests method of accounting, and accordingly, the Company's
condensed  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  those
acquisitions.

     Results of operations for the three-month period ended March
31,  2000 are not necessarily indicative of the results that  may
be expected for the year ending December 31, 2000.

NOTE 2 - BASIC AND DILUTED EARNINGS PER SHARE

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

NOTE 3 - ACQUISITIONS

      During  the  first  quarter of 2000, the  Company  acquired
substantially  all  of the assets of Risk Management  Associates,
Inc.,   of  Fort  Lauderdale,  Florida,  and  Program  Management
Services, Inc., of Altamonte Springs, Florida.  In addition,  the
Company acquired several books of business.

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



      These  acquisitions  have  been  accounted  for  using  the
purchase  method of accounting.  Pro forma results of  operations
for  the  three  months ended March 31, 2000 and March  31,  1999
resulting  from these acquisitions were not materially  different
from  the  results  of operations as reported.   The  results  of
operations  for  the acquired companies have been  combined  with
those of the Company since their respective acquisition dates.

NOTE 4 - LONG-TERM DEBT

      The Company continues to maintain its credit agreement with
a  major  insurance company under which $4 million  (the  maximum
amount  available for borrowings) was outstanding  at  March  31,
2000,  at  an interest rate equal to the prime lending rate  plus
one  percent (10.0% at March 31, 2000).  In accordance  with  the
amendment  to  the  loan  agreement dated  August  1,  1998,  the
available  amount  will  decrease  by  $1  million  each   August
beginning in 2000.

      The  Company  also has a revolving credit facility  with  a
national   banking  institution  which  provides  for   available
borrowings of up to $50 million, with a maturity date of October,
2000.   As  of  March 31, 2000, there were no borrowings  against
this line of credit.

NOTE 5 - CONTINGENCIES

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


                                                        

NOTE 6 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                               FOR THE THREE-MONTH PERIOD ENDED MARCH 31,
                               __________________________________________
(IN THOUSANDS)                               2000             1999
                                             ____             ____

Cash paid during the period for:
   Interest                                 138               206
   Income taxes                             881               285






      The  Company's significant non-cash investing and financing
activities are as follows:

                                                       
                                FOR THE THREE-MONTH PERIOD ENDED MARCH 31,
                                __________________________________________
(IN THOUSANDS)                                 2000          1999
                                               ____          ____
Unrealized depreciation of available-for-sale
 securities net of tax benefit of $1,143
 in  2000  and $334 in 1999                    $  (1,787)    $  (522)

Long-term debt issued for acquisition
 of customer accounts                                134       1,277

Notes received on the sale of fixed assets and
 customer accounts                                    -         640

Common stock (cancelled)/issued in acquisitions       -         (70)




NOTE 7 - SEGMENT INFORMATION

      The Company's business is divided into four divisions:  the
Retail  Division,  which  markets and  sells  a  broad  range  of
insurance  products  to commercial, professional  and  individual
clients;  the  National  Programs Division,  which  develops  and
administers property and casualty insurance and employee benefits
coverage  solutions for 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.

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



                                                      

(IN THOUSANDS)
THREE MONTHS ENDED    Retail    Programs  Service  Brokerage  Other   Total
MARCH 31, 2000:
_____________________________________________________________________________

Total Revenues        $ 34,781 $ 5,336    $4,074   $ 5,540    $   351 $ 50,082
______________

Interest and other         509     271        60       176       (115)     901
 investment income
Interest expense           293      -          -        -        (150)     143
Depreciation and         2,321     345       100       375         75    3,216
 amortization
Income (loss) before     8,851   1,722       534     2,034        808   13,949
 income taxes

Total assets           156,998  54,135     5,729    51,070    (19,291) 248,641
Capital expenditures       484     117       232       208         42    1,083




                                                     
_____________________________________________________________________________
(RESTATED)
THREE MONTHS ENDED    Retail    Programs  Service   Brokerage  Other    Total
MARCH 31, 1999:
_____________________________________________________________________________

Total Revenues        $ 31,975  $ 5,923   $3,643    $ 4,306    $ (313) $45,534

Interest and other         473      308       54         87      (333)     589
 investment income
Interest expense           275       -       -          -         (81)     194
Depreciation and         2,176      353       97       236         65    2,927
 amortization
Income (loss) before     7,786    1,690      566     1,748        381   12,171
income taxes

Total assets           144,056   57,963    5,675    32,045     (6,749) 232,990
Capital expenditures     1,074       90      211        76         97    1,548
_____________________________________________________________________________



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

RESULTS OF OPERATIONS
_____________________

      NET  INCOME.  Net income for the first quarter of 2000  was
$8,439,000, or $.62 per share, compared with net income  in  the
first  quarter of 1999 of $7,363,000, or $.53 per  share,  a  17%
increase on a per share basis.



      COMMISSIONS AND FEES.  Commissions and fees for  the  first
quarter of 2000 increased $3,771,000, or 8%, from the same period
in  1999.   Approximately $1,621,000 of this increase  represents
revenues  from acquired agencies, with the remainder due  to  new
and renewal business production.

      INVESTMENT INCOME.  Investment income for the first quarter
of  2000  increased  $312,000  from  the  same  period  in  1999,
primarily due to the sale of common stock investments.

      OTHER INCOME.  Other income primarily includes  gains  and
losses  from  the  sale of customer accounts  and  other  assets.
Other  income  for the three-month period ended  March  31,  2000
increased $465,000 over the same period in 1999, primarily due to
the  gain  on  sale  of the building occupied  by  the  Company's
Toledo, Ohio office.

      EMPLOYEE COMPENSATION AND BENEFITS.  Employee compensation
and  benefits increased 8% during the first quarter of 2000  over
the  same period in 1999.  This increase primarily relates to the
addition  of new employees as a result of acquisitions.  Employee
compensation  and  benefits  as a  percentage  of  total  revenue
decreased to 50% in the first quarter of 2000, compared with  51%
incurred in the same period in 1999.

      OTHER OPERATING EXPENSES.  Other operating expenses for the
first  quarter of 2000 increased $692,000, or 8%, over  the  same
period  in  1999, primarily due to acquisitions.  Other operating
expenses  as a percentage of total revenue for the first  quarter
of  2000 remained constant at 18% compared to the same period  in
1999.

      AMORTIZATION.    Amortization increased $229,000,  or  12%,
over  the  same  period  in  1999,  primarily  due  to  increased
amortization from acquisitions.

      INTEREST.    Interest decreased $51,000, or 26%,  over  the
same  period  in 1999, primarily due to lower levels of  incurred
debt.

LIQUIDITY AND CAPITAL RESOURCES
_______________________________

      The  Company's cash and cash equivalents of $47,669,000  at
March  31,  2000  increased by $10,210,000  from  $37,459,000  at
December 31, 1999.  During the first quarter of 2000, $24,661,000
of  cash was provided from operating activities.   From both this
amount  and  existing  cash balances,  $11,708,000  was  used  to
acquire businesses, $1,778,000 was used for payment of dividends,
$1,103,000  was  used  for  payments  on  long-term   debt,   and
$1,083,000  was used for additions to fixed assets.  The  current
ratio  at March 31, 2000 was 0.93, compared with 0.94 at December
31, 1999.

      The  Company has a revolving credit agreement with a  major
insurance company under which up to $4 million presently  may  be
borrowed at an interest rate equal to the prime lending rate plus
one  percent (10.0% at March 31, 2000).  The amount of  available
credit  will decrease by $1 million each year beginning in August
2000  in  accordance  with the August 1, 1998  amendment  to  the
original  loan  agreement.  As of March  31,  2000,  the  maximum
amount  of  borrowings was outstanding.  The Company also  has  a
revolving  credit  facility with a national  banking  institution
that provides for available borrowings of up to $50 million, with
a  maturity  date of October, 2000.  As of March 31, 2000,  there
were  no  borrowings  against this line of credit.   The  Company
believes  that  its  existing cash, cash equivalents,  short-term
investments  portfolio,  funds  generated  from  operations,  and
available  credit facility borrowings are sufficient  to  satisfy
its normal financial needs.



FORWARD-LOOKING STATEMENTS

      From time to time, the Company may publish "forward-looking
statements"  within the meaning of Section 27A of the  Securities
Act  of  1933,  as  amended, and Section 21E  of  the  Securities
Exchange  Act  of 1934, as amended, or make oral statements  that
constitute  forward-looking  statements.   These  forward-looking
statements  may  relate to such matters as anticipated  financial
performance  of future revenues or earnings, business  prospects,
projected  acquisitions or ventures, new  products  or  services,
anticipated  market  performance, compliance costs,  and  similar
matters.   The Private Securities Litigation Reform Act  of  1995
provides a safe harbor for forward-looking statements.  In  order
to comply with the terms of the safe harbor, the Company cautions
readers  that  a  variety of factors could  cause  the  Company's
actual  results to differ materially from the anticipated results
or  other expectations expressed in the Company's forward-looking
statements.   These risks and uncertainties, many  of  which  are
beyond  the  Company's control, include, but are not limited  to:
(i)   competition  from  existing  insurance  agencies  and   new
participants  and  their  effect on  pricing  of  premiums;  (ii)
changes in regulatory requirements that could affect the cost  of
doing business; (iii) legal developments affecting the litigation
experience of the insurance industry; (iv) the volatility of  the
securities  markets;  (v) the potential  occurrence  of  a  major
natural disaster in certain areas of the State of Florida,  where
the Company's business is concentrated; and (vi) general economic
conditions.   The  Company does not undertake any  obligation  to
publicly update or revise any forward-looking statements.

ITEM  3:   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET RISK

   Market risk is the potential loss arising from adverse changes
in market rates and prices, such as interest, foreign currency exchange
rates, and equity prices.  The Company is exposed to market risk through
its revolving credit line and some of its investments; however,  such
risk is not considered to be material as of March 31, 2000.


                       BROWN & BROWN, INC.

                   PART II - OTHER INFORMATION

ITEM 1:   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  two
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  Company has never been served in this action. The  complaint
also  sought  a declaratory judgment regarding the enforceability
of  the restrictive covenants in the employment agreements and an
injunction  prohibiting the violation of those  agreements.   The
plaintiff  subsequently dismissed these claims, as  well  as  its
claims of breach of contract against the two individual employees
named  as  defendants.  Those individuals, and Peachtree  Special
Risk  Brokers,  LLC,  an  affiliate of the  Company  named  as  a
defendant  in this action, have filed counterclaims  against  the
plaintiff,  seeking  damages, and seeking a declaratory  judgment
holding   that  the  restrictive  covenants  in  the   employment
agreements  are not enforceable.   The Company believes  that  it
has  meritorious defenses to each of the claims remaining in this
action, and intends to contest this action vigorously.

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

 ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

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

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

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

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

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

     (b)  There were no reports filed on Form 8-K during the quarter
          ended March 31, 2000.




                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                              BROWN & BROWN, INC.




Date: May 12, 2000            /S/ CORY T. WALKER
                             _______________________________
                              CORY T. WALKER
                              VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                               AND TREASURER
                              (duly authorized officer, principal financial
                                officer and principal accounting officer





  EXHIBIT 11 - STATEMENT RE:  COMPUTATION OF BASIC AND DILUTED
                 EARNINGS PER SHARE (UNAUDITED)


                                                             

                                            THREE MONTHS ENDED MARCH 31,
                                            ____________________________
                                               2000               1999
                                               ____               ____
                                                               (Restated)
BASIC EARNINGS PER SHARE

  Net Income                                   $ 8,439            $  7,363
                                               =======            ========
  Weighted average number of
  shares outstanding                            13,678              13,765
                                               =======            ========

Basic earnings per share                       $   .62            $    .53
                                               =======            ========

DILUTED EARNINGS PER SHARE

  Weighted average number of
  shares outstanding                            13,678             13,765

  Net effect of dilutive stock options,
  based on the treasury stock method                 7                -
                                              ________           _________

Total diluted shares used in computation        13,685              13,765
                                              ========           =========

Diluted earnings per share                    $   .62            $     .53
                                              ========           =========

  

 5

This Schedule contains financial information extracted from the financial
statements of Brown & Brown, Inc. for the three months ended March 31, 2000, and
is qualified in its entirety by reference to such financial statements.

 1000

                             
                   3-MOS
                          DEC-31-2000
                               MAR-31-2000
                                          47,669
                                     6,999
                                   66,940
                                         0
                                          0
                               121,144
                                          36,258
                                  22,537
                                 248,641
                          129,718
                                              0
                                0
                                          0
                                         1,368
                                     106,656
                   248,641
                                              0
                                50,082
                                                0
                                   36,133
                                     0
                                     0
                               2,263
                                 13,949
                                     5,510
                              8,439
                                       0
                                      0
                                            0
                                     8,439
                                        .62
                                      .62