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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PENNY JEROME SCOTT 		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)
Chief Acquisitions Officer
(Last)          (First)          (Middle)

220 S. RIDGEWOOD AVE. 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/21/2015
(Street)

DAYTONA BEACH, FL 32114
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (SIP)   1/21/2015     A    6323.0000   A $0.0000   133902.0000   (1) D    
Common Stock, $.10 par value                  68474.0000   (2) D    
Common Stock, $.10 par value (Jointly Owned)                  129397.0000   D   (3)  
Common Stock, $.10 par value (PSP)                  55488.0000   D   (4)  
Common Stock, $.10 par value                  23891.0000   I   By 401k   (5)
Common Stock, $.10 par value                  96.0000   I   Children   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   (7) $18.4800                    3/7/2013   2/26/2018   Common Stock, $.10 par value   14589.0000     14589.0000   D    
Stock Options   (7) $18.4800                    8/1/2013   2/26/2018   Common Stock, $.10 par value   20000.0000     20000.0000   D    
Stock Options   (7) $18.4800                    11/26/2017   2/26/2018   Common Stock, $.10 par value   20000.0000     20000.0000   (8) D    

Explanation of Responses:
( 1)  These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of certain conditions established in connection with this grant.
( 2)  A total of 955 of these shares were acquired the the Company's Employee Stock Purchase Plan in July 2014. Number of shares may very due to dividend reinvestment.
( 3)  Owned jointly with spouse.
( 4)  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.
( 5)  Based upon information supplied by the Plan recordkeeper. Number of shares varies periodically based on contributions to plan.
( 6)  Reporting Person disclaims beneficial ownership in shares owned by children who share Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
( 7)  Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
( 8)  These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PENNY JEROME SCOTT
220 S. RIDGEWOOD AVE.
DAYTONA BEACH, FL 32114

Chief Acquisitions Officer

Signatures
J. Scott Penny 1/22/2015
** 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 control number.
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