SEC Filing | Brown & Brown, Inc.

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                            FORM 10-Q
                          UNITED STATES
               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 June 30, 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
   Incorporation or Organization)        Identification 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
90 days.    Yes  X    No   __

The  number of shares of the registrant's common stock, $.10  par
value, outstanding as of August 11, 2000, was 14,120,542.


                       BROWN & BROWN, INC.

                              INDEX



                                                                   
                                                                      PAGE
PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements (Unaudited)

          Condensed Consolidated Statements of Income for the three
          and  six  months  ended  June  30,  2000  and  1999          3


          Condensed Consolidated Balance Sheets as of June 30,
          2000 and December 31, 1999                                  4

          Condensed Consolidated Statements of Cash Flows for
          the  six  months  ended  June  30,  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                        10

 Item 3.  Quantitative  and Qualitative  Disclosures  about
          Market Risk                                                12


PART II.  OTHER INFORMATION

 Item 1.  Legal Proceedings                                          13

 Item 2.  Changes in Securities and Use of Proceeds                  13

 Item 4.  Submission of Matters to a Vote of Security Holders        13

 Item 6.  Exhibits and Reports on Form 8-K                           14


 SIGNATURES                                                          14







ITEM 1:  FINANCIAL STATEMENTS


                       BROWN & BROWN, INC.

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

                                                      
                               FOR THE THREE MONTHS    FOR THE SIX MONTHS
                                  ENDED JUNE 30,         ENDED JUNE 30,
                                ________________         _______________
                                2000      1999           2000     1999
                                ____      ____           ____     ____
                                         (RESTATED)              (RESTATED)
REVENUES                                 __________              __________

Commissions and fees           $47,771   $44,028         $98,017  $ 90,474
Investment   income                725       604           1,644     1,205
Other income                        65       117             576       140
                               _______   _______        ________   _______
  Total revenues                48,561    44,749         100,237    91,819
                               _______   _______        ________   _______
EXPENSES

Employee compensation and
  benefits                      25,710    23,847          51,543    47,771
Other operating expenses         9,244     9,642          18,599    18,467
Amortization                     2,099     1,851           4,223     3,746
Interest                           139       195             313       407
                              ________   _______        ________  ________
 Total expenses                 37,192    35,535          74,678    70,391
                              ________   _______        ________  ________
Income before income taxes      11,369     9,214          25,559    21,428
Income taxes                     4,492     3,658          10,096     8,503
                              _______    _______        ________  ________
NET INCOME                    $ 6,877    $ 5,556        $ 15,463  $ 12,925
                              _______    _______        ________  ________
Other comprehensive income,
 net of tax: Unrealized
 (loss) gain on securities:
  Unrealized holding  (loss)
  gain, net of tax benefit
  of $163 and tax effect of
  $305 for the three-month
  periods ended June 30, 2000
  and 1999, respectively, and
  net of tax benefit of $1,306
  and $28 for the six-month
  periods ended June 30, 2000
  and 1999, respectively.       (255)       478          (2,042)       (44)
                             _______    _______         _______    _______
Comprehensive Income         $ 6,622    $ 6,034         $13,421    $12,881
                             =======    =======         =======    =======
Basic and diluted earnings
 per share                   $  0.49    $   .40         $  1.11    $   .92
                             =======    =======         =======    =======
Dividend declared per share  $  0.13    $  0.11         $  0.26    $  0.22
                             =======    =======         =======    =======



         See notes to condensed consolidated financial statements.







                       BROWN & BROWN, INC.

              CONDENSED CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED)
                         (IN THOUSANDS)

                                                    
                                           JUNE 30,       DECEMBER 31,
                                            2000           1999
                                            ____           _____
                                                          (RESTATED)
ASSETS
 Cash and cash equivalents                 $43,770       $ 39,006
 Short-term investments                        359            680
 Premiums,commissions and fees receivable   70,788         67,996
 Other current assets                        6,113          7,730
                                          ________       ________
   Total current assets                    121,030        115,412

 Fixed assets, net                          14,343         15,047
 Intangible  assets, net                   101,637         91,851
 Investments                                 6,273          9,489
 Other assets                                6,513          6,957
                                          ________       ________
   Total assets                           $249,796       $238,756
                                          ========       ========
LIABILITIES
 Premiums payable to insurance companies  $100,764       $ 90,442
 Premium deposits and credits due
  customers                                  5,970          7,771
 Accounts payable and accrued expenses      18,252         20,843
 Current portion  of long-term debt          2,126          3,714
                                          ________       ________
   Total current liabilities               127,112        122,770

  Long-term debt                             3,699          4,690
  Deferred income taxes                        325          1,660
  Other liabilities                          6,286          7,136
                                          ________       ________
   Total liabilities                       137,422        136,256
                                          ________       ________
SHAREHOLDERS' EQUITY
Common stock, par value $.10 per share:
 authorized 70,000 shares;issued 14,061
 shares at 2000 and 13,992 shares at 1999    1,406          1,399
Retained earnings                          108,088         96,179
Accumulated  other comprehensive income      2,880          4,922
                                          ________       ________
   Total shareholders' equity              112,374        102,500
                                          ________       ________
   Total liabilities and shareholders'
      equity                              $249,796       $238,756
                                          ========       ========


         See notes to condensed consolidated financial statements.







                       BROWN & BROWN, INC.


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

                                                    
                                       FOR THE SIX MONTHS ENDED JUNE 30,
                                       _________________________________
                                          2000            1999
                                          ____            ____
                                                          (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                              $ 15,463          $ 12,925
Adjustments to reconcile net income
 to net cash provided by operating
 activities:
   Depreciation                            2,274             2,044
   Amortization                            4,223             3,746
   Compensation expense under
    performance stock plan                   246               631
   Net loss on sales of investments,
    fixed assets and customer accounts      (589)              (14)
   Premiums, commissions and fees
     receivable, (increase) decrease      (2,792)            9,342
   Other assets, decrease (increase)       2,061              (818)
   Premiums payable to insurance
    companies increase (decrease)         10,322            (2,345)
   Premium  deposits and credits due
     customers,  decrease                 (1,801)           (1,077)
   Accounts payable and accrued expenses,
    (decrease)   increase                 (2,591)            4,046
   Other liabilities, decrease              (879)           (1,311)
                                         _______           _______
NET CASH PROVIDED BY OPERATING ACTIVITIES 25,937            27,169
                                         _______           _______
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets                 (2,168)           (2,942)
Payments for businesses acquired,
  net of cash acquired                   (14,012)          (11,574)
Proceeds  from  sales  of  fixed
 assets and customer   accounts            1,058                49
Purchases ofinvestments                      (59)              (71)
Proceeds from sales ofinvestments            377               108
                                        ________          ________
NET CASH USED IN INVESTING ACTIVITIES    (14,804)          (14,430)
                                        ________          ________
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on long-term debt                 (2,813)          (14,254)
Proceeds from long-term debt                   -             2,389
Shareholder distribution from pooled
 entities                                      -              (255)
Cash dividends paid                       (3,556)           (2,968)
                                        ________          ________
NET CASH USED IN FINANCING ACTIVITIES     (6,369)          (15,088)
                                        ________          ________
Net increase (decrease) in cash and
 cash equivalents                          4,764            (2,349)
Cash and cash equivalents at beginning
 of period                                39,006            43,940
                                        ________          ________
CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                              $ 43,770          $ 41,591
                                        ========          ========


     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
financial   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  audited consolidated financial statements and the  notes
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; the acquisition of Signature  Insurance
Group,  Inc.  and  all  of  the outstanding  general  partnership
interests  in  C, S and D, effective November 10, 1999;  and  the
acquisition  of  Bowers, Schumann and Welch,  effective  June  2,
2000.

      These  acquisitions  have  been  accounted  for  using  the
purchase  method of accounting.  Pro forma results of  operations
for the three- and six-month periods ended June 30, 2000 and June
30,  1999  resulting from these acquisitions are  not  materially
different  from  the  results  of operations  as  reported.   The
results  of  operations  for  the acquired  companies  have  been
combined with those of the Company

     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- and six-month  periods
ended June 30, 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
includes  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

2000 PURCHASES

      During  the  second quarter of 2000, the  Company  acquired
substantially  all of the assets of Amerisys,  Inc.,  of  Oviedo,
Florida.   In  addition, the Company acquired  several  books  of
business.



      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.

      These  acquisitions  have  been  accounted  for  using  the
purchase  method of accounting.  Pro forma results of  operations
for the three- and six-month periods ended June 30, 2000 and June
30,  1999  resulting from these acquisitions are  not  materially
different  from  the  results  of operations  as  reported.   The
results  of  operations  for  the acquired  companies  have  been
combined  with  those  of  the  Company  since  their  respective
acquisition dates.

1999 PURCHASES

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

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

      These  acquisitions  have  been  accounted  for  using  the
purchase  method of accounting.  Pro forma results of  operations
for the three- and six-month periods ended June 30, 2000 and June
30,  1999  resulting from these acquisitions are  not  materially
different  from  the  results  of operations  as  reported.   The
results  of  operations  for  the acquired  companies  have  been
combined  with  those  of  the  Company  since  their  respective
acquisition dates.

2000 POOLINGS

      During  the  second  quarter of 2000,  the  Company  issued
271,794  shares  of its common stock for all of  the  outstanding
stock of Bowers, Schumann & Welch, a New Jersey corporation  with
offices in Washington, New Jersey and Bethlehem, Pennsylvania.

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

1999 POOLINGS

     The Company did not make any acquisitions using the pooling-
of-interests  method  of accounting during either  the  first  or
second quarter of 1999.

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  June  30,
2000,  at  an interest rate equal to the prime lending rate  plus
one  percent (10.50% at June 30, 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  that  provides   for   available
borrowings of up to $50 million, with a maturity date of October,
2000.  As of June 30, 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 SIX-MONTH PERIOD ENDED JUNE 30,
                                     ________________________________________
(IN THOUSANDS)                                  2000               1999
                                                ____               ____
Cash paid during the period for:
   Interest                                     $  332             $  400
   Income taxe                                   8,960              7,293



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


                                                           
                                  FOR  THE SIX-MONTH PERIOD ENDED JUNE 30,
                                  ________________________________________
(IN THOUSANDS)                                  2000             1999
                                               _____             ____
Unrealized holding loss on of
 available-for-sale securities,
 net of tax benefit of $1,306 for
 2000 and $28 in 1999                          $(2,042)         $  (44)

Long-term debt incurred for
 acquisition of customer accounts                  234           1,277

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

Common stock (canceled)/issued in acquisitions       -            (130)




NOTE 7 - SEGMENT INFORMATION

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

      Summarized  financial information concerning the  Company's
reportable segments is shown in the following table.  The "Other"
column  includes corporate-related items and income and  expenses
not allocated to reportable segments.



                                                   
(in thousands)
Six Months Ended
 June 30, 2000:          Retail  Programs   Service  Brokerage  Other Total
______________________________________________________________________________

Total Revenues          $ 70,565 $ 10,220 $  8,919 $ 10,653 $  (120)  $100,237

Interest and other
 investment income         1,054     654       131      346    (541)     1,644
Interest expense             836       8        -        -     (531)       313
Depreciation and
 amortization              4,747     636       212      750     152      6,497
Income (loss) before
 income taxes             16,248   3,072     1,230    3,475   1,534     25,559

Total assets             161,505  52,255     4,822   52,061 (20,847)   249,796
Capital expenditures         809     331       222      723      83      2,168




                                                      
______________________________________________________________________________
Six Months Ended June
 30, 1999:              Retail   Programs   Service  Brokerage  Other   Total
______________________________________________________________________________
Total Revenues         $ 66,855   $ 10,832  $ 7,366 $ 7,403   $ (637) $ 91,819

Interest and other
  investment income         988        596      109     171     (659)    1,205
Interest expense            620         -        -       -      (213)      407
Depreciation and
  amortization            4,271        718      194     475      132     5,790
Income (loss) before
  income taxes           14,948      2,418    1,190   2,632      240    21,428

Total assets            157,198     54,133    5,840  28,547  (12,187)  233,531
Capital expenditures      2,212        174      288     134      134     2,942

______________________________________________________________________________





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

RESULTS OF OPERATIONS

      NET INCOME.  Net income for the second quarter of 2000  was
$6,877,000,  or $.49 per share, compared with net income  in  the
second  quarter of 1999 of $5,556,000, or $.40 per share,  a  24%
increase.  Net income for the six months ended June 30, 2000  was
$15,463,000,  or $1.11 per share, compared with 1999  same-period
net income of $12,925,000, or $.92 per share, a 20% increase.

      COMMISSIONS AND FEES.  Commissions and fees for the  second
quarter of 2000 increased $3,743,000, or 9% from the same  period
in  1999.   Approximately $1,730,000 of this increase  represents
revenues  from acquired agencies, with the remainder due  to  new
and  renewal business production.  Commissions and fees  for  the
six  months  ended  June  30, 2000 were $98,017,000  compared  to
$90,474,000  for  the same period in 1999, an 8%  increase.   The
increase   is  due  to approximately $3,352,000 of  revenue  from
acquired  agencies,  with the remainder due to  new  and  renewal
business production.

     INVESTMENT INCOME.  Investment income for the second quarter
and  six-month period ended June 30, 2000 increased $121,000  and
$439,000,  respectively, from the same periods in 1999  primarily
due  to  an increase in available cash to invest and 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 second quarter ended June 30, 2000 decreased
$52,000 over the same period in 1999.  Other income for the  six-
month period ended June 30, 2000 increased $436,000 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 both the three-month  and  six-
month  periods ended June 30, 2000 over the same periods in 1999.
These increases primarily relate to the addition of new employees
as  a result of acquisitions.  Employee compensation and benefits
as  a  percentage of total revenue for the second quarter of 2000
remained  constant at 53% compared to the same period last  year,
and  decreased  to 51% for the six months ended  June  30,  2000,
compared to 52% in the same period last year.

      OTHER OPERATING EXPENSES.  Other operating expenses for the
second  quarter of 2000 decreased $398,000, or 4%, over the  same
period  in  1999,  primarily  due to  certain  one-time  expenses
associated with acquisitions during the second quarter  of  1999.
Other  operating expenses increased $132,000, or 1%, for the  six
months ended June 30, 2000, compared to the same period in  1999,
primarily  due  to acquisitions.  Other operating expenses  as  a
percentage  of  total  revenue decreased to  19%  in  the  second
quarter of 2000, compared to 22% in the same period in 1999,  and
decreased to 19% for the six months ended June 30, 2000, compared
to 20% in the same period in 1999.

      AMORTIZATION.  Amortization increased $248,000, or 13%, and
$477,000, or 13%, for the three-month and six-month periods ended
June  30,  2000,  respectively, over the same  periods  in  1999,
primarily due to increased amortization from acquisitions.





      INTEREST.  Interest expense decreased $56,000, or 29%,  for
the  second  quarter  of  2000 over  the  same  period  in  1999.
Interest  expense decreased $94,000, or 23%, for the  six  months
ended  June  30,  2000  compared to  the  same  period  in  1999,
primarily due to fluctuations in the amount outstanding under the
Company's line of credit and payoffs of acquisition related debt.

LIQUIDITY AND CAPITAL RESOURCES

      The  Company's cash and cash equivalents of $43,770,000  at
June  30,  2000  increased  by  $4,764,000  from  $39,006,000  at
December 31, 1999.  For the six-month period ended June 30, 2000,
operating  activities provided $25,937,000 of  cash.   From  both
this  amount and existing cash balances, $14,012,000 was used  to
acquire   businesses,  $3,556,000  was  used  for   payments   of
dividends,  $2,813,000 was used for payments on  long-term  debt,
and  $2,168,000  was  used for additions to  fixed  assets.   The
current  ratio at June 30, 2000 was 0.95 compared to 0.94  as  of
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 (10.50% at June 30, 2000).  The amount of  available
credit  will decrease by $1 million each year beginning in August
2000  until the facility expires in August 2004.  As of June  30,
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
June  30,  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 June 30, 2000.




                       BROWN & BROWN, INC.

                   PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     As more fully discussed in the Company's report on Form 10-Q
for  the  quarter ended March 31, 2000, 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.  No material developments have occurred in this
action since the filing of that Form 10-Q by the Company.

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

ITEM 2 - CHANGE IN SECURITIES AND USE OF PROCEEDS

      Effective  June 2, 2000, the Company acquired  all  of  the
outstanding  shares  of Bowers, Schumann  and  Welch  (BSW).   In
exchange  for  all of the outstanding stock of BSW,  the  Company
issued 271,794 shares of the Company's common stock to the former
shareholders  of that agency.  The Company's shares were  offered
and sold privately and no underwriting was involved.

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



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

      The  Company's Annual Meeting of Shareholders was  held  on
April  21,  2000.   At  the  Annual  Meeting,  two  matters  were
submitted to a vote of security holders.  Those matters were:

1.   THE ELECTION OF EIGHT DIRECTORS

      The  number of votes cast for, withheld or abstaining  with
respect  to  the election of each of the directors is  set  forth
below:



                                                 
                                                       Abstain/
                                   For                 Withheld
                                  __________           _________
          J. Hyatt Brown           11,261,933          479,493
          Samuel P. Bell, III      11,288,194          453,232
          Bradley Currey, Jr.      11,288,233          453,193
          Jim W. Henderson         11,288,133          453,293
          Theodore J. Hoepner      11,288,233          453,193
          David H. Hughes          11,288,233          453,193
          Toni Jennings            11,288,133          453,293
          Jan E. Smith             11,288,233          453,193



      There were no broker non-votes with respect to the election
of directors.

2.   THE  PROPOSAL  TO  ADOPT THE COMPANY'S 2000 INCENTIVE  STOCK
     OPTION PLAN FOR EMPLOYEES

      The  number  of votes cast for, against or abstaining  with
respect to the proposal to adopt the 2000 Incentive Stock  Option
Plan For Employees is set forth below:



                                  
          For                        11,106,873
          Against                       630,778
          Abstain                         3,775



 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, 2000)

     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 10  -  2000  Incentive  Stock  Option  Plan  for Employees

    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 June 30, 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.





  August 14, 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 June 30,  Six Months Ended June 30,
                        ___________________________  _________________________

                               2000      1999           2000         1999
                               ____      ____           ____         ____

BASIC EARNINGS PER SHARE

  Net Income                   $ 6,877    $ 5,556         $15,463     $12,925
                               =======    =======         =======     =======
  Weighted average shares
   outstanding                  13,980     14,021          13,965      14,029
                              ========    =======         =======     =======

  Basic earnings per share     $  0.49    $   .40         $  1.11     $   .92
                               =======    =======         =======     =======

DILUTED EARNINGS PER SHARE

 Weighted average number of
  shares outstanding            13,980     14,021         13,965       14,029

 Net effect of dilutive stock
  options, based on the treasury
  stock method                      16          2             13            1
                               _______    _______        _______      _______
 Total diluted shares used in
  computation                   13,996     14,023         13,978       14,030
                               =======    =======        =======      =======

 Diluted earnings per share    $   .49    $   .40        $  1.11      $   .92
                               =======    =======        =======      =======

  

 5

This Schedule contains summary financial information extracted from the
financial statements of Brown & Brown, Inc. for the six months ended June 30,
2000, and is qualified in its entirety by reference to such
finanical statements.

 1000

                             
                   6-MOS
                          DEC-31-2000
                               JUN-30-2000
                                           43770
                                      6632
                                    70788
                                         0
                                          0
                                121030
                                           40459
                                   26116
                                  249796
                           127112
                                              0
                                0
                                          0
                                          1406
                                      110968
                    249796
                                              0
                                100237
                                                0
                                    74678
                                     0
                                     0
                                4536
                                  25559
                                     10096
                              15463
                                       0
                                      0
                                            0
                                     15463
                                       1.11
                                     1.11