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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
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*
DOWNS LINDA S
(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)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2015
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 07/28/2015 M 22,000 A $18.48 461,355(1) D
Common Stock, $.10 par value 07/28/2015 M 22,000 A $18.48 483,355(1) D
Common Stock, $.10 par value 07/28/2015 M 16,589 A $18.48 499,944(1) D
Common Stock, $.10 par value 07/28/2015 M 16,589 A $18.48 516,533(1) D
Common Stock, $.10 par value 07/28/2015 F(2) 12,883 D $33.24 503,650(1) D
Common Stock, $.10 par value (PSP) 9,248(3) D
Common Stock, $.10 par value (SIP) 118,365(4) D
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(5) $18.48 07/28/2015 M 22,000 03/07/2013 02/26/2018 Common Stock, $.10 par value 22,000 $0.0000 0.0000 D
Stock Options(5) $18.48 07/28/2015 M 16,589 04/15/2011 02/26/2018 Common Stock, $.10 par value 16,589 $0.0000 0.0000 D
Stock Options(5) $18.48 07/28/2015 M 22,000 08/01/2013 02/26/2018 Common Stock, $.10 par value 22,000 $0.0000 0.0000 D
Stock Options(5) $18.48 07/28/2015 M 16,589 11/11/2010 02/26/2018 Common Stock, $.10 par value 16,589 $0.0000 0.0000 D
Stock Options $18.48 11/26/2017 02/26/2018 Common Stock, $.10 par value 22,000 22,000(6) D
Explanation of Responses:
1. A total of 955 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2014. Number of shares may vary due to dividend reinvestment.
2. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the exercise of options for 77,178 shares under the Company's 2000 Incentive Stock Option Plan.
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. Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
6. These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.
Remarks:
downspoa.txt
Robert W. Lloyd for Linda S. Downs per Power of Attorney 07/30/2015
** 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, Linda S. Downs (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:
      Linda S. Downs