Item 2.02

Results of Operations and Financial Condition.

On April 19, 2005, Brown & Brown, Inc.issued a press release announcing its results of operations for the first quarter ended March 31, 2005.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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 hereunto duly authorized.

BROWN & BROWN, INC.

ANNOUNCES AN 18.4% INCREASE IN FIRST QUARTER NET INCOME

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced a new record for its net income and net income per share in the first quarter.

Net income per share for the quarter ended March 31, 2005 was $0.62, an increase of 17% over the $0.53 in net income per share reported for the quarter ended March 31, 2004.  Net income rose to $43,018,000 for the first quarter of 2005, versus net income of $36,348,000 for the quarter ended March 31, 2004, an increase of 18.4%.

Total revenue for the quarter ended March 31, 2005 was up 22.2%, to $202,374,000, compared with $165,565,000 recorded in the corresponding quarter in 2004.

J. Hyatt Brown, Chairman and Chief Executive Officer, noted, "Our results continue to reflect the shoulder-to-the-wheel efforts of our people.  Our results are even more rewarding when considering the current softening of commercial insurance premium rates. Our goal is to maintain our intense focus on the execution of our stated game plan and to continue providing the very best possible service to our growing list of clients across the nation."

Jim W. Henderson, President and Chief Operating Officer added, "In the mergers and acquisitions arena, 2005 has started even better than we could have imagined. We completed several outstanding acquisitions during the first quarter, with estimated annualized revenues of $91.6 million.  Most of these entities already operate within our desired operating profit percent range. We will continue to exercise our dogged discipline to choose the best acquisition opportunities."

Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, employee benefit administration, and managed health care programs. Providing service to business, public entity, individual and trade and association clients nationwide, the Company is ranked by Business Insurance magazine as the United States’ eighth largest independent insurance intermediary. Our Web address is www.bbinsurance.com. 

This press release may contain certain statements relating to future results which are forward-looking statements, including those relating to continuing our revenue, earnings and operating growth, and to identifying and consummating attractive acquisition opportunities. These statements are not historical facts, but instead represent only the Company’s current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results, financial condition and achievements may differ, possibly materially, from the anticipated results, financial condition and achievements indicated in these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company’s financial results and condition, as well as its other achievements, are contained in the Company’s filings with the Securities and Exchange Commission. Some factors include: general economic conditions around the country; downward commercial property and casualty premium pressures; the competitive environment; the integration of the Company’s operations with those of businesses or assets the Company has acquired or may acquire in the future and the failure to realize the expected benefits of such integration; the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida, Georgia, New Jersey, New York, Pennsylvania and/or Washington, where significant portions of the Company’s business are concentrated; the actual costs of resolution of contingent liabilities; those factors relevant to Brown & Brown's identification,  consummation and integration of acquisitions, including any matters analyzed in the due diligence process, material adverse changes in the customers of the companies whose operations are acquired, and material adverse changes in the business and financial condition of either or both companies and their respective customers; and the cost and impact on the Company of previously disclosed pending litigation and regulatory inquiries regarding industry and Company practices with respect to compensation received from insurance carriers, certain of which practices are currently under review by a committee of independent members of the Company’s Board of Directors. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware. 

# # # # #

Quarter

Quarter

Ended

Ended

3/31/05

3/31/04

Total core commissions and fees⁽¹⁾

$172,471

$136,105

Contingent commissions

  27,844

25,776

Divested business

            -

      2,433

Total commission & fees

$200,315

$164,314

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