Item 2.02

Results of Operations and Financial Condition.

On October 17, 2005, Brown & Brown, Inc.issued a press release announcing its results of operations for the third quarter ended September 30, 2005.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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 hereunto duly authorized.

BROWN & BROWN, INC.

THIRD QUARTER RESULTS ACHIEVE NEW RECORDS

FOR REVENUES AND INCOME

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) announced net income for the third quarter of 2005 of $34,783,000, or $0.50 per share, an increase of 15.6% from the $30,086,000, or $0.43 per share, reported for the quarter ended September 30, 2004. Total revenue for the quarter ended September 30, 2005 was $190,645,000, compared with 2004 third-quarter revenue of $160,381,000, an increase of 18.9%.

Total revenue for the first nine months of 2005 was $588,950,000, compared with revenue of $483,888,000 for the comparable period in 2004, an increase of 21.7%. Net income for the first nine months of 2005 was $114,834,000, versus $98,587,000 during the comparable 2004 period, an increase of 16.5%.  Net income per share for the nine months ended September 30, 2005 was $1.65, versus the $1.42 per share posted during the same 2004 period, an increase of 16.2%.

J. Hyatt Brown, Chairman and CEO, noted, "The third quarter was challenging given the continued softening of insurance premium rates, coupled with another heavy August/September hurricane season.  Despite these challenges, our outstanding team of insurance professionals remains focused on driving new business sales and providing outstanding service to our customers".

President and Chief Operating Officer Jim W. Henderson added, "We are very proud of how well our recent acquisitions are performing and the strong operating results that they have added to our Company.  Hyatt and I would also like to pay special tribute to our employees in our four Louisiana offices that were directly impacted by hurricanes Katrina and Rita.  The manner in which our team responded to the needs of our customers and neighbors was remarkable.  Our employees throughout the country have additionally responded with financial aid to the victims of these horrific storms."

Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, third party administration, and managed health care programs. Providing service to business, public entity, individual, trade and professional association clients nationwide. The Company is ranked by Business Insurance magazine as the United States' seventh largest independent insurance intermediary. The Company's Web address is www.bbinsurance.com. 

This press release may contain statements relating to future results which are forward-looking statements, including those relating to continuing our revenue, earnings and operating growth, as well as identifying and consummating attractive acquisition opportunities. These statements are not historical facts, but instead represent only the Company's current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. It is possible that the Company's actual results, financial condition and achievements may differ, possibly materially, from the anticipated results, financial condition and achievements contemplated by these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results and condition, as well as its other achievements, are contained in the Company's filings with the Securities and Exchange Commission. Some factors include: general economic conditions around the country; downward commercial property and casualty premium pressures; the competitive environment; the integration of the Company's operations with those of businesses or assets the Company has acquired or may acquire in the future and the failure to realize the expected benefits of such integration; the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida, Georgia, New Jersey, New York, Pennsylvania and/or Washington, where significant portions of the Company's business are concentrated; the actual costs of resolution of contingent liabilities; those factors relevant to Brown & Brown's consummation and integration of announced acquisitions, including any matters analyzed in the due diligence process, material adverse changes in the customers of the companies whose operations are acquired, and material adverse changes in the business and financial condition of either or both companies and their respective customers; and the cost and impact on the Company of previously disclosed litigation initiated against the Company and regulatory inquiries regarding industry and Company practices with respect to compensation received from insurance carriers.   All forward-looking statements made herein are made only as of the date of this release and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware. 

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Brown & Brown, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

For the

For the

Three Months Ended

Nine Months Ended

September 30

September 30

2005  

2004  

2005  

2004  

REVENUES

Commissions and fees

  $188,444

$158,852

$581,497

$479,915

Investment income

1,786

586

4,275

1,607

Other income, net

          415

        943

     3,178

     2,366

    Total revenues

  190,645

  160,381

  588,950

  483,888

EXPENSES

Employee compensation and benefits

94,009

79,449

278,493

232,000

Non-cash stock grant compensation

681

374

2,360

1,885

Other operating expenses

25,638

22,042

78,760

63,421

Amortization

8,452

5,777

24,344

16,077

Depreciation

2,538

2,238

7,432

6,661

Interest

     3,638

      2,245

      10,891

     3,699

     Total expenses

  134,956

    112,125

      402,280

  323,743

Income before income taxes

55,689

48,256

186,670

160,145

Income taxes

   20,906

   18,170

     71,836

   61,558

Net income

$ 34,783

$ 30,086

$114,834

$ 98,587

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Net income per share:

  Basic

$0.50

$0.44

$1.66

$1.43

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  Diluted

$0.50

$0.43

$1.65

$1.42

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Weighted average number of shares outstanding:

  Basic

69,242

69,009

69,187

68,828

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  Diluted

69,819

69,588

69,752

69,361

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Dividends declared per share

$0.08

  $0.07

$0.24

$0.21

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Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees⁽¹⁾

Three Months Ended September 30, 2005

(in thousands)

(unaudited)

Quarter

Quarter

Total

Total

Less

Internal

Ended

Ended

Net

Net

Acquisition

Net

9/30/05

9/30/04

Change

Growth %

Revenues

Growth %

Florida Retail

$   38,153

$    33,917

$   4,236

12.5 %

$   1,456

  8.2 %

National Retail

49,174

49,177

(3)

    (0.0)%

    1,176

      (2.4)%

Western Retail

    27,116

    28,388

  (1,272)

  (4.5)%

         642

  (6.7)%

     Total Retail

  114,443

  111,482

      2,961

  2.7 %

        3,274

     (0.3)%

Professional Programs

10,682

10,964

(282)

       (2.6)%

      -

     (2.6)%

Special Programs

    21,945

    19,712

   2,233

       11.3 %

      2,566

    (1.7)%

     Total Programs

    32,627

    30,676

   1,951

          6.4 %

      2,566

      (2.0)%

Brokerage

31,990

8,949

23,041

      257.5 %

  20,717

    26.0 %

TPA Services

      6,821

       6,163

      658

       10.7 %

            -

       10.7 %

Total Core Commissions

    and Fees ⁽¹⁾

$185,881

$157,270

$28,611

       18.2 %

$26,557

        1.3 %

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Brown & Brown, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

September 30, 

December 31,

2005        

2004        

ASSETS

Current assets:

  Cash and cash equivalents

$     76,730

$   188,106

  Restricted cash and investments

235,263

147,483

  Short-term investments

2,639

3,163

  Premiums, commissions and fees receivable

235,116

172,395

  Other current assets

       27,473

         28,819

    Total current assets

577,221

539,966

Fixed assets, net

38,526

33,438

Goodwill

528,296

360,843

Amortizable intangible assets, net

362,381

293,009

Investments

9,294

9,328

Other assets

       10,021

       12,933

    Total assets

$1,525,739

$1,249,517

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LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

  Premiums payable to insurance companies

$   372,053

$   242,414

  Premium deposits and credits due customers

36,083

32,273

  Accounts payable

19,238

16,257

  Accrued expenses

57,430

58,031

  Current portion of long-term debt

      50,065

        16,135

    Total current liabilities

534,869

365,110

Long-term debt

217,455

227,063

Deferred income taxes, net

29,571

24,859

Other liabilities

9,045

8,160

Shareholders' equity:

  Common stock, par value $0.10 per share;

     authorized 280,000 shares;  issued and

     outstanding 69,502 at 2005 and 69,159 at 2004

6,950

6,916

  Additional paid-in capital

199,189

187,280

  Retained earnings

523,879

425,662

  Accumulated other comprehensive income

         4,781

         4,467

    Total shareholders' equity

     734,799

     624,325

    Total liabilities and shareholders' equity

$1,525,739

$1,249,517

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