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 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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(Print or Type Responses)

1. Name and Address of Reporting Person * HENDERSON JIM W   2. Issuer Name and Ticker or Trading Symbol BROWN & BROWN INC [BRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 220 S. RIDGEWOOD AVE. 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2005 (Street) DAYTONA BEACH, FL 32114 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/16/2005   G V 2,000 D $ 0 34,566 (1) D   Common Stock, $.10 par value               358,448 (1) (2) D   Common Stock, $.10 par value               256,310 (1) I Stock Performance Plan (3) Common Stock, $.10 par value               307,730 (1) (4) I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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)

$ 4.836

04/21/2001

04/20/2010

Common Stock

20,680 (1)

20,680 (1)

D

Stock Options (5)

$ 4.836

04/21/2002

04/20/2010

Common Stock

20,680 (1)

20,680 (1)

D

Stock Options (5)

$ 4.836

04/21/2003

04/20/2010

Common Stock

374,832 (1)

374,832 (1)

D

Stock Options (5)

$ 4.836

04/21/2004

04/20/2010

Common Stock

20,680 (1)

20,680 (1)

D

Stock Options (5)

$ 4.836

04/21/2005

04/20/2010

Common Stock

20,680 (1)

20,680 (1)

D

Stock Options (5)

$ 4.836

04/21/2006(6)

04/20/2010

Common Stock

20,680 (1)

20,680 (1)

D

Stock Options (5)

$ 15.78

03/23/2013

03/24/2013

Common Stock

200,000 (7)

200,000 (7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HENDERSON JIM W 220 S. RIDGEWOOD AVE. DAYTONA BEACH, FL 32114	X		President and COO

Signatures

Jim W. Henderson		12/19/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects a 2-for-1 stock split effective 11/28/2005.
(2)	These shares are owned jointly with spouse.
(3)	These securities were granted pursuant to the Company's Stock Performance Plan. The recipient has neither voting rights nor dividend entitlement with respect to a portion of these shares, and full ownership will not vest until the satisfaction of additional conditions.
(4)	Based upon information supplied as of 6/9/05 by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.
(5)	Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"). Consideration for granted options is grantee's performance and continued service with Company as specified in the Plan.
(6)	Due to the satisfaction of conditions established pursuant to the Plan, the vesting of these options was accelerated, so that an additional 20,680 will vest on 4/21/06, subject to grantee's continued service with the Company as specified in the Plan.
(7)	These options vest and become exercisable on 3/23/13, unless accelerated based on satisfaction of conditions established pursuant to the Plan.

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