SEC Filing | Brown & Brown, Inc.

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	FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response.........1.0
[ ]		Check this box if no longer subject to Section 16. Form 4 or Form 5 obli- gations may continue. See Instruc- tion 1(b).
[ ]		Form 3 Holdings Reported
[ ]		Form 4 Transactions Reported

1. Name and Address of Reporting Person*

Donegan, Jr., Thomas M.

2. Issuer Name and Ticker or Trading Symbol

Brown & Brown, Inc. (BRO)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give
title below)

Other (specify
below)

Vice President and Assistant Secretary

(Last) (First) (Middle)

10714 Moss Island Drive

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for Month/Year

7. Individual or Joint/Group Reporting
(check applicable line)

5. If Amendment, Date of
Original (Month/Year)

Form Filed by One Reporting Person

(Street)

Riverview FL 33569

Form Filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date
   (Month/
    Day/
   Year)

2A. Deemed
      Execu-
      tion
      Date, if
      any
     (Month/
      Day/
      Year)

3. Trans-
    action
    Code
    (Instr.8)

4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of
    Securities Ben-
    eficially Owned
    at end of
    Issuer's Fiscal
    Year
    (Instr. 3 and 4)

6. Owner-
    ship
    Form: Di-
    rect (D)
    or Indi-
    rect (I)
    (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Ownership
    (Instr. 4)

Amount

(A) or
(D)

Price

Common Stock, $.10 par value

124(1)

401(k) Plan

Common Stock, $.10 par value

155

288(2)

Common Stock, $.10 par value

1,420(3)

Stock Performance Plan

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Persons who respond to the collection of information contained in
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(Over)
SEC2270 (9-02)

FORM 5 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security (Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deriva-
    tive Sec-
    urity

3. Trans
    -action
    Date
   (Month/
    Day/
    Year)

3A. Deem
      -ed Ex-
      ecution
      Date, if
      any
     (Month/
       Day/
       Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriva-
    tive Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exercis-
    able and Expi-
    ration Date
    (Month/Day/
     Year)

7. Title and Amount of Underly-
ing Securities
(Instr. 3 and 4)

8. Price
    of
    De-
    riva-
    tive
    Secu-
    rity
(Instr. 5)

9. Number
   of De-
   rivative
   Securi-
   ties Ben-
   eficially
   Owned
   at End of
   Year
   (Instr. 4)

10. Owner-
      ship of
      Deriva-
      tive Se-
      curity:
      Direct
      (D) or
      Indirect
      (I)
      (Instr. 4)

11. Nature of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

(A)

(D)

  Date
  Exer-
  cisable

  Expira-
  tion
  Date

Title

Amount or
Number of
Shares

Explanation of Responses:

Based upon information supplied as of 12/31/02 by the Plan’s recordkeeper. Number of shares varies periodically based on contributions to plan.

(2) Acquired through the Company’s Employee Stock Purchase Plan and jointly owned with Reporting Person's spouse. Number of shares may reflect reinvested dividends.

(3)   These securities were granted pursuant to the Company’s Stock Performance Plan based upon the satisfaction of conditions contained in that Plan.  The recipient has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional conditions



**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	THOMAS M. DONEGAN, JR.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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SEC2270 (9-02)