SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* RILEY THOMAS E (Last) (First) (Middle) 220 S. RIDGEWOOD AVE. (Street) DAYTONA BEACH FL 32114 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BROWN & BROWN INC [ BRO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Regional President
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/13/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock, $.10 par value	01/13/2006		G	2,770	D	$0	150,786(1)(2)	D
Common Stock, $.10 par value							253,460(1)	I	Stock Performance Plan(3)
Common Stock, $.10 par value	01/13/2006		G	2,770	A	$0	3,620(1)	I	Spouse(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(5)	$4.8359						04/21/2001	04/20/2010	Common Stock	20,680(1)		20,680	D
Stock Options(5)	$4.8359						04/21/2002	04/20/2010	Common Stock	20,680(1)		20,680	D
Stock Options(5)	$4.8359						04/21/2004	04/20/2010	Common Stock	20,680(1)		20,680	D
Stock Options(5)	$4.8359						04/21/2005	04/20/2010	Common Stock	20,680(1)		20,680	D
Stock Options(5)	$4.8359						04/21/2006(6)	04/20/2010	Common Stock	20,680(1)		20,680	D
Stock Options(5)	$15.78						03/23/2013	03/24/2013	Common Stock	180,762(1)(7)		180,762	D

Explanation of Responses:

1. Reflects a 2-for-1 stock split effective 11/28/2005.

2. A portion of these shares was acquired through the Company's Employee Stock Purchase Plan. Number of shares may reflect reinvested dividends.

3. These securities were granted pursuant to the Company's Stock Performance Plan. Until the satisfaction of conditions contained in that Plan, the recipient has neither voting rights nor dividend entitlement with respect to a portion of these shares, and full ownership will not vest until additional conditions are satisfied.

4. Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person.

5. Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"). Consideration for granted options is grantee's performance and continued service with Company as specified in the Plan.

6. Due to satisfaction of conditions established pursuant to the Plan, an additional 20,680 options will vest on 4/21/06, subject to grantee's continued service with the Company, as specified in the Plan.

7. These options vest and become exercisable on 3/23/13, unless accelerated based on satisfaction of conditions established pursuant to the Plan.

	THOMAS E. RILEY	02/14/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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