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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 		 
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OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PENNY JEROME SCOTT
(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)
Chief Acquisitions Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2015
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.10 par value (Jointly Owned) 06/17/2015 S 15,000 D(1) $33.39 197,513(2) D
Common Stock, $.10 par value (PSP) 55,488 D(3)
Common Stock, $.10 par value (SIP) 133,902(4) D
Common Stock, $.10 par value 24,006.1502 I By 401k(5)
Common Stock, $.10 par value 96 I Children(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options(7) $18.48 03/07/2013 02/26/2018 Common Stock, $.10 par value 14,589 14,589 D
Stock Options(7) $18.48 08/01/2013 02/26/2018 Common Stock, $.10 par value 20,000 20,000 D
Stock Options(7) $18.48 11/26/2017 02/26/2018 Common Stock, $.10 par value 20,000 20,000(8) D
Explanation of Responses:
1. Owned jointly with spouse.
2. Number of shares may vary due to dividend reinvestment. 68,474 of these shares were previously reported as directly beneficially owned by the reporting person.
3. These securities were granted pursuant to the Company's PSP. Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.
4. These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant.
5. Based upon information supplied by the Plan recordkeeper as of January 27, 2015. Number of shares varies periodically based on contributions to plan.
6. Reporting Person disclaims beneficial ownership in shares owned by children who share Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
7. Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
8. These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.
Remarks:
poa.txt
Robert W. Lloyd for J. Scott Penny per Power of Attorney 06/18/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY

	This Statement confirms that the undersigned, Jerome Scott Penny (the
"Insider"), has authorized and designated Robert W. Lloyd, Anthony M. Robinson,
and Lisa M. Gayton, and each of them (each of the foregoing is referred to as an
  "Authorized Signer") to execute and file on the Insider's behalf any and all
Forms 3, 4 and 5 (including any amendments thereto) that the Insider may be
required to file with the United States Securities and Exchange Commission as a
result of the Insider's ownership of, and transaction in, securities of Brown &
Brown, Inc. (the "Company").

	The authority of the Authorized Signers under this Confirming Statement shall
continue until the Insider is no longer required to file Forms 3, 4 and 5 with
regard to the Insider's ownership of, or transactions in, securities of the
Company, unless revoked in writing.  The Insider acknowledges that none of the
Authorized Signers is assuming any of the Insider's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.


Date:
      Jerome Scott Penny