SEC Filing | Brown & Brown, Inc.

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                                  FORM 10-Q
                       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, 1999.

                                   	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 July 26, 1999, was 13,591,475.





                       BROWN & BROWN, INC.

                      Index to Form 10-Q
            	For The Quarter Ended June 30, 1999


		                                                                   
                                                            					     		Page
		PART I.  FINANCIAL INFORMATION	                                       ____

			Item 1.  Financial Statements (Unaudited)

	 	      Condensed Consolidated Statements of Income for the three
		  			     and six months ended June 30, 1999 and 1998		               3

				     Condensed Consolidated Balance Sheets as of June 30,
					     1999 and December 31, 1998		                                  4

 			     Condensed Consolidated Statements of Cash Flows for
					      the six months ended June 30, 1999 and 1998		                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 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,
                                  _____________________    __________________

                         						   1999       1998   	       1999       1998
                                  ____       ____           ____       ____


REVENUES

Commissions and fees		           $41,482	    $38,038	      $84,752	   $74,060
Investment income			                 558       		812		       1,130    		1,587
Other income		 	                      63	        124	          	97	       (44)
                                 _______     _______       _______    _______
	Total revenues	                 	42,103	     38,974	     	 85,979	    75,603
                                 _______     _______       _______    _______

EXPENSES

Employee compensation and
  benefits		                     	22,242    		20,712      		44,553	   	38,755
Other operating expenses			        8,563	     	8,703	      	16,225   		15,771
Amortization		                    	1,838		     1,468	       	3,620	    	2,698
Interest	                            125		       154	          285	  	    265
                                 _______     _______       _______    _______
	Total expenses	                 	32,768		    31,037	       64,683	 	  57,489
                                 _______     _______       _______    _______

Income before income taxes      			9,335     		7,937      		21,296	   	18,114
Income taxes		                	    3,685		     3,135		       8,411	     7,155
                                 _______     _______       _______    _______

NET INCOME		                     $	5,650	    $ 4,802	      $12,885 	  $10,959
                                 _______     _______       _______    _______

Other comprehensive income,
 net of tax:
Unrealized gain (loss) on
 securities:
  Unrealized holding gain (loss),
  net of tax effect of ($305)
  and tax benefit of $438 for
  the three-month periods ended
  June 30, 1999 and 1998,
  respectively, and net of
  tax benefit of $28 and $1,431
  for the six-month periods
  ended June 30, 1999 and 1998,
  respectively          		          478	       (779)	         (44)	    (2,332)
                                _______     _______       _______     _______

Comprehensive Income		          $ 6,128	    $ 4,023	      $12,841	    $ 8,627
                                =======     =======       =======     =======

Basic and diluted earnings
 per share		                    $  0.42	    $   .36	      $  0.96	    $  .82
                                =======     =======       =======     =======

Dividend declared per share		   $   .11	    $   .10	      $   .22	    $  .20
                                =======     =======       =======     ======

Diluted shares outstanding		     13,479 	    13,370	       13,486     13,391

        	See notes to condensed consolidated financial statements.







                             BROWN & BROWN, INC.

                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)

                                                            

                                          (Unaudited)             (Audited)
                                         	 June 30,	              December 31,
                                          	  1999                		  1998
	                                           ______                  ______

ASSETS
	Cash and cash equivalents		              $	39,048	               $	42,174
	Short-term investments			                     818	                   	746
	Premiums, commissions and fees receivable 	60,144                		69,186
	Other current assets		                   	  7,591                 		9,840
                                          ________                ________
		Total current assets		                  	107,601	               	121,946

	Fixed assets, net		                       	13,988                		13,698
	Intangible assets, net		                  	87,586	                	79,483
 Investments	                             		10,378	                	10,483
 Other assets		                             	4,726		                 4,903
                                          ________                ________
		Total assets		                          $224,279	               $230,513
                                          ========                ========
LIABILITIES
 Premiums payable to insurance companies	 $ 85,900	               $	89,405
 Premium deposits and credits due
   customers	                               	7,226	                 	8,379
	Accounts payable and accrued expenses	  		 19,887	                	16,122
	Current portion of long-term det         			5,096	                 	4,960
                                          ________               _________
		Total current liabilities	             		118,109		               118,866

	Long-term debt	                           		4,301	                	17,207
	Deferred income taxes	                    		2,375                 		2,403
	Other liabilities		                        	6,662	                 	7,829
                                          ________                ________
		Total liabilities	                     		131,447               		146,305
                                          ________                ________
SHAREHOLDERS' EQUITY
	Common stock, par value $.10 per share:
  authorized 70,000	shares; issued
  13,431 shares at 1999 and 13,498
  shares at 1998	                          		1,343	                	1,350
 Retained earnings			                       85,993	              	 77,318
	Accumulated other comprehensive income		    5,496                		5,540
                                          ________               ________
		Total shareholders' equity	             		92,832	               	84,208
     	                                    ________               ________
		Total liabilities and shareholders'
     equity		                             $224,279	              $230,513
                                          ========               ========

             	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,
                                             _________________________________
                                                    1999       		  1998
	                                                   ____           ____

CASH FLOWS FROM OPERATING ACTIVITIES
Net income		                                        $ 12,885	      $ 10,959
Adjustments to reconcile net income to
  net cash provided by operating activities:
 Depreciation		                                        2,036    	     1,704
 Amortization		                                        3,620    	     2,698
 Compensation expense under performance stock plan		     631   	        339
 Net (gains) losses on sales of investments, fixed
  assets and customer accounts	             	            (12)	          187
 Premiums, commissions and fees receivable, decrease   9,042	           182
 Other assets, decrease (increase)		                   1,316	        (1,327)
 Premiums payable to insurance companies,
   (decrease) increase                        	       (3,505)	        6,881
 Premium deposits and credits due customers,
   (decrease)                                 	       (1,153)	         (824)
 Accounts payable and accrued expenses, increase       3,765	         1,036
 Other liabilities, (decrease)		                      (1,297)	         (829)
                                                    ________       ________
NET CASH PROVIDED BY OPERATING ACTIVITIES		           27,328	        21,006
                                                    ________       ________

CASH FLOWS FROM INVESTING ACTIVITIES
 Additions to fixed assets		                          (2,363)	       (1,634)
 Payments for businesses acquired, net of cash
  acquired	                                    	     (11,086)     	 (23,509)
 Proceeds from sales of fixed assets and customer
   accounts		                                             49	           213
 Purchases of investments		                              (71)	       (1,035)
 Proceeds from sales of investments		                     32	           174
                                                    ________       ________
NET CASH USED IN INVESTING ACTIVITIES		              (13,439)       (25,791)
                                                    ________       ________

CASH FLOWS FROM FINANCING ACTIVITIES
 Payment on long-term debt                    		     (14,047)	      (6,691)
 Exercise of stock options and issuances of stock		      _     	       175
 Purchases of stock for stock option plan,
  employee stock purchase plan
   and performance stock plan           		               -	        (6,892)
 Cash dividends paid		                                (2,968)	     (2,653)
                                                    ________     ________
NET CASH USED IN FINANCING ACTIVITIES		              (17,015)   	 (16,061)
                                                    ________     ________
Net decrease in cash and cash equivalents		           (3,126)	    (20,846)
Cash and cash equivalents at beginning of period		    42,174	      48,568
                                                    ________     ________

CASH AND CASH EQUIVALENTS AT END OF PERIOD		        $ 39,048     $ 27,722
                                                    ========     ========

       	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 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 consolidated financial statements and
the notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.

     Certain amounts at December 31, 1998 have been reclassified to be
consistent with the current period presentation.

     Results of operations for the three- and six-month periods ended June
30, 1999 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1999.

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 is adjusted for 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

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, 1999 and June 30, 1998 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.



1998 Purchases
______________

     During the second quarter of 1998, the Company acquired substantially
all of the assets of the John F. Phillips Insurance Agency, of Prescott,
Arizona;  Harris Insurance Services, of Las Vegas, Nevada; the Fordham
Agency, of St. Petersburg, Florida; Alderman, Click & Co., of Princeton,
New Jersey;  Zel Schwanz & Associates, of Phoenix, Arizona; and the Fort
Lauderdale office of Hilb, Rogal and Hamilton Company.

     During the first quarter of 1998, the Company acquired substantially all
of the assets of Arizona General Insurance of Tucson, Arizona; Boynton
Brothers Insurance of Perth Amboy, New Jersey; Great Northern Insurance of
Phoenix, Arizona; and the Heine-Miles Insurance Agency of Phoenix, Arizona.

     These acquisitions have also been accounted for using the purchase method
of accounting.  The results of operations for the acquired companies have
been combined with those of the Company since their respective acquisition
dates.  If the acquisitions had occurred at the beginning of the 1998
reporting period, the Company's results of operations would be shown in
the following table.  These unaudited pro forma results are not necessarily
indicative of the actual results of operations that would have occurred
had the acquisitions actually been made at the beginning of the 1998
reporting period.




     SIX-MONTH PERIOD ENDED JUNE 30 (Unaudited),
     (In thousands, except per share data)

                                           
                                              1998
                                              _____

     Operating revenue                        78,881
     Income before income taxes               18,490
     Net income                               11,188
     Earnings per share                         0.84


1999 Poolings
_____________

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

1998 Poolings
______________

     During the second quarter of 1998, the Company issued 278,765 shares of
its common stock for all of the outstanding stock of Daniel-James Insurance
Agency, Inc., an Ohio corporation with offices in Perrysburg, Ohio and
Indianapolis, Indiana, and for all of the outstanding membership interests
of Becky-Lou Realty Limited, an Ohio limited liability company with offices
in Perrysburg, Ohio. During the first quarter of 1998, the Company issued
22,500 shares of its common stock for all of the outstanding stock of Thim
Insurance Agency, Inc., an Arizona corporation.

     These acquisitions have been recorded using the pooling-of-interests
method of accounting  The Daniel-James Insurance Agency, Inc. acquisition
was determined to be a material pooling and the Company's consolidated
financial statements have been restated for this transaction for all prior
periods.  The acquisition of the Thim Insurance Agency, Inc. was determined
to be immaterial and the Company's consolidated financial statements have
not been restated for this transaction.




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, 1999, at an interest rate equal to
the prime lending rate plus one percent (9.00% at June 30, 1999).  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, 1999, 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)                           1999                      1998
                                        ______                    ______

Cash paid during the period for:
     Interest                             279                         605
     Income taxes                       7,284                       7,097





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

                                                               
                                      For the six-month period ended June 30,
                                      _______________________________________
(in thousands)                           1999                        1998
                                         ____                        ____
Unrealized depreciation of available-
 for-sale securities net of tax
 benefit of $28 for 1999 and $1,431
 in 1998                                $     (44)                  $ (2,332)

Long-term debt incurred for
 acquisition of customer accounts           1,277                      1,192

Notes received on the sale of fixed
 assets and customer accounts                 640                        566

Common stock (cancelled)/issued in
 acquisitions                                (130)                     9,426




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, as it relates to segment profit, income and
expense not allocated to reportable segments.



                                                    
(in thousands)
Six Months Ended
 June 30, 1999:	     Retail	   Programs 	Service	  Brokerage  Other	  Total
_____________________________________________________________________________
Total Revenues      	$ 61,015	 $10,832	   $7,366	  $ 7,403 	 $ (637)	 $ 85,979

Interest and other
 investment income       	913	     596	      109	      171	    (659)	    1,130
Interest expense         	498	     -	        -	        -	      (213)      	285
Depreciation and
 amortization          	4,137	     718	      194	      475	     132	     5,656
Income (loss) before
 income taxes         	14,816	   2,418     1,190	    2,632	     240	    21,296

Total assets         	147,946  	54,133	    5,840	   28,547 	(12,187)	  224,279
Capital expenditures 	  1,633	     174	      288	      134     	134	     2,363

_____________________________________________________________________________

Six Months Ended
June 30, 1998: 	      Retail	  Programs	  Service	  Brokerage	Other	   Total
_____________________________________________________________________________

Total Revenues 	      $ 49,797	$ 12,892	  $ 6,701	  $ 6,959	  $ (746)	 $75,603

Interest and other
 investment income 	       750	     932	      100	      204	    (399)   	1,587
Interest expense 	          20	     -	        -	          8	     237	      265
Depreciation and
 amortization 	          3,013	     672	      156	      457	     104	    4,402
Income (loss) before
 income taxes          	11,854	   4,013	    1,182    	2,631	  (1,566)  	18,114

Total assets          	116,121  	53,428    	4,759   	28,185      	66  	202,559
Capital expenditures    	1,151	     241	      139	       81	      22    	1,634
_____________________________________________________________________________



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 1999 was $5,650,000, or
$.42 per share, compared with net income in the second quarter of 1998 of
$4,802,000, or $.36 per share, an 18% increase.  Net income for the six months
ended June 30, 1999 was $12,885,000, or $.96 per share, compared with 1998
same-period net income of $10,959,000, or $.82 per share, an 18% increase.

     Commissions and Fees.  Commissions and fees for the second quarter of
1999 increased $3,444,000, or 9% from the same period in 1998.
Approximately $3,230,000 of this increase represents revenues from acquired
agencies, with the remainder due to new business production.  Commissions and
fees for the six months ended June 30, 1999 were $84,752,000 compared to
$74,060,000 for the same period in 1998, a 14% increase.  The 1999 increase is
due to approximately $10,045,000 of revenue from acquired agencies, with the
remainder due to new business production.

     Investment Income.  Investment income for the second quarter and six-month
period ended June 30, 1999 decreased $254,000 and $457,000, respectively,
from the same periods in 1998 primarily due to a decrease in available cash to
invest.

     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, 1999 decreased $61,000 over the same period in 1998.
Other income for the six-month period ended June 30, 1999 increased $141,000
over the same period in 1998, due primarily to the disposition of the assets
of the Company's Charlotte, North Carolina office in the first quarter of
1998, which resulted in a loss of $518,000.

     Employee Compensation and Benefits.  Employee compensation and benefits
increased 7% and 15%, respectively, during the three-month and six-month
periods ended June 30, 1999 over the same periods in 1998.  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 1999 remained constant at 53% compared to the same period
last year, and increased to 52% for the six months ended June 30, 1999,
compared to 51% in the same period last year.

     Other Operating Expenses.  Other operating expenses for the second quarter
of 1999 decreased $140,000, or 2%, over the same period in 1998, primarily due
to certain one-time expenses associated with acquisitions during the second
quarter of 1998.  Other operating expenses increased $454,000, or 3%, for the
six months ended June 30, 1999, compared to the same period in 1998, primarily
due to acquisitions.  Other operating expenses as a percentage of total revenue
decreased to 20% in the second quarter of 1999, compared to 22% in the same
period in 1998, and decreased to 19% for the six months ended June 30, 1999,
compared to 21% in the same period in 1998.

     Amortization.  Amortization increased $370,000, or 25%, and $922,000, or
34%, for the three-month and six-month periods ended June 30, 1999,
respectively, over the same periods in 1998, primarily due to increased
amortization from acquisitions.

     Interest.  Interest decreased $29,000, or 19%, for the second quarter of
1999 over the same period in 1998.  Interest increased $20,000, or 8%, for
the six months ended June 30, 1999 compared to



the same period in 1998, primarily due to fluctuations in the amount outstanding
under the Company's line of credit.

Liquidity and Capital Resources
________________________________

     The Company's cash and cash equivalents of $39,048,000 at June 30, 1999
decreased by $3,126,000 from $42,174,000 at December 31, 1998.  For the six-
month period ended June 30, 1999, operating activities provided $27,328,000 of
cash.  From both this amount and existing cash balances, $14,047,000 was used
for payments on long-term debt, $11,086,000 was used to acquire businesses,
$2,968,000 was used for payments of dividends, and $2,363,000 was used for
additions to fixed assets.  The current ratio at June 30, 1999 was 0.91
compared to 1.03 as of December 31, 1998.

     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 (9.00% at June 30,
1999).  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, 1999, 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, 1999, 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.

Year 2000 Date Conversion
_________________________

     Year 2000 issues relate to system failures or errors resulting from
computer programs and embedded computer chips which utilize dates with
only two digits instead of four digits to represent a year. A data field
with two digits representing a year may result in an error or failure due
to the system's inability to recognize "00" as the Year 2000.  The Company
is reviewing its computer systems for Year 2000 readiness and is
implementing a plan to resolve existing issues.

     The Company has evaluated and identified the risks of failure of its
information and financial systems that may be adversely affected by Year 2000
issues.  The Company is in the process of making required upgrades and other
remedial measures.  The Company expects to complete such implementation by
September, 1999.    To date, approximately $525,000 has been expended in
systems upgrades directly relating to Year 2000 issues.  Present estimates for
further expenditures to address Year 2000 issues are between $50,000 and
$250,000.

     Based on its assessments to date, the Company believes it will not
experience any material disruption as a result of Year 2000 issues in
processing information, interfacing with key vendors, or with processing
orders and billing.  However, the Year 2000 issue creates risk for the
Company from unforeseen problems in its own computer systems and from
third parties on which the Company relies. Accordingly, the Company is
requesting assurances from software vendors from which it has purchased
or from which it may purchase software that the software sold to the
Company will continue to correctly process date information through
2000 and beyond.  In addition, the Company is querying its independent
brokers and insurance carriers as to their progress in identifying and
addressing problems that their computer systems may experience in
correctly processing date information as the year 2000 approaches and
thereafter.  However, there are no assurances that the Company will
identify all date-handling problems in its business systems or that the
Company will be able to successfully remedy Year 2000 compliance issues
that are discovered.



     To the extent that the Company is unable to resolve its Year 2000 issues
prior to January 1, 2000, operating results could be adversely affected.  In
addition, the Company could be adversely affected if other entities (e.g.,
insurance carriers and independent agents through which the Company brokers
business) not affiliated with the Company do not appropriately address their
own Year 2000 compliance issues in advance of their occurrence.  There is
also risk that insureds may attempt to recover damages from the Company if
their insurance policies procured with the assistance of the Company are
believed by such insureds to cover Year 2000-related claims, but do not do
so.  The impact of these potential legal disputes cannot be reasonably
estimated.   The Company has developed a contingency plan for dealing with
Year 2000 issues that could surface in a particular office or offices.
That plan involves shifting the information systems functions from the
affected office to another Company office that will be specially equipped
and staffed to absorb the additional responsibilities.  However, there can
be no assurance that Year 2000 issues will not have a material adverse
effect on the Company's business, results of operation or financial
condition.

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, 1999.



                         BROWN & BROWN, INC.
                    PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     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 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's Annual Meeting of Shareholders was held on April 28, 1999.
At the Annual Meeting, two matters were submitted to a vote of security
holders.  The 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            11,772,840          53,878
          Samuel P. Bell, III       11,773,035          53,683
          Bradley Currey, Jr.       11,773,035          53,683
          Jim W. Henderson          11,773,035          53,683
          Theodore J. Hoepner       11,773,035          53,683
          David H. Hughes           11,773,035          53,683
          Toni Jennings             11,772,977          53,741
          Jan E. Smith              11,773,185          53,533



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

2. The proposal to amend the Company's Articles of Incorporation to
   change the Company's corporate name from "Poe & Brown, Inc."
   to "Brown & Brown, Inc."

     The number of votes cast for, against or abstaining with respect to the
proposal to change the name of the Company is set forth below:



                     
          For           11,618,497
          Against          105,113
          Abstain          103,108



     There were no broker non-votes with respect to this proposal.

 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, 1999)

        Exhibit 3b  -  Amended and Restated Bylaws (incorporated by
                       reference to Exhibit 3b to Form 10-K for the
                       year ended December 31, 1996)

        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, 1999.  A report on Form 8-K was filed by the Company on
        August 2, 1999 to reflect the Company's adoption of a Shareholder
        Rights Plan on July 29, 1999.

                                   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.

                                    /S/ JEFFREY R. PARO
Date:  August 5, 1999              __________________________________
                                   Jeffrey R. Paro, 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,
                 ___________________________         _________________________
                 					1999	      	1998              		 1999	        	1998
                      ____        ____                 ____          ____

BASIC EARNINGS PER
  SHARE

 Net Income		         $  5,650	   $ 4,802		            $12,885	      $10,959
                      ========    =======              =======       =======
	Weighted average
  shares	outstanding    13,477	    13,351	              13,485	       13,373
                      ========    =======              ========      =======

	Basic earnings per
  share	              $    .42	   $   .36		            $   .96	     $    .82
                      ========    =======              =======      ========

DILUTED EARNINGS
 PER SHARE

	Weighted average
  number of	shares
  outstanding	         13,477       13,351		            13,485      		13,373

	Net effect of
 dilutive stock
	options, based on
 the treasury	stock
 method		                   2	          19		                 1            18
                      _______     _________           _________      ________

	Total diluted shares
  used in	computation  13,479	      13,370	          	  13,486      		13,391
                     =========    =========           ==========     =========

	Diluted earnings
  per share	         $    .42	    $    .36		          $    .96	      $   .82
                     ========     =========           ==========     =========

  

 5

This Schedule contains summary financial information extracted from the
financial statements of Brown & Brown, Inc. for the six months ended June 30,
1999, and is qualified in its entirety by reference to such financial
statements.

 1,000

                             
                   6-MOS
                          DEC-31-1999
                               JUN-30-1999
                                          39,048
                                    11,196
                                   60,144
                                         0
                                          0
                               107,601
                                          35,465
                                  21,477
                                 224,279
                          118,109
                                              0
                                0
                                          0
                                         1,343
                                      91,489
                   224,279
                                              0
                                85,979
                                                0
                                   64,683
                                     0
                                     0
                               3,905
                                 21,296
                                     8,411
                             12,885
                                       0
                                      0
                                            0
                                    12,885
                                        .96
                                      .96