Sec Form 4 Filing - DOWNS LINDA S @ BROWN & BROWN INC - 2015-07-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DOWNS LINDA S 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 (Last) (First) (Middle) 220 S. RIDGEWOOD AVE. 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2015 (Street) DAYTONA BEACH, FL32114 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 0 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 0 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 0 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 0 D Stock Options $ 18.48 11/26/2017 02/26/2018 Common Stock, $.10 par value 22,000 22,000 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOWNS LINDA S 220 S. RIDGEWOOD AVE. DAYTONA BEACH, FL32114 Executive Vice President Signatures Robert W. Lloyd for Linda S. Downs per Power of Attorney 07/30/2015 Signature of Reporting Person Date

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

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