Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
RILEY THOMAS E
 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)
Regional President
(Last)
(First)
(Middle)

220 S. RIDGEWOOD AVE.		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/13/2006
(Street)


DAYTONA BEACH, FL 32114		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, $.10 par value 01/13/2006   G 2,770 D $ 0 150,786 (1) (2) D  
Common Stock, $.10 par value             253,460 (1) I Stock Performance Plan (3)
Common Stock, $.10 par value 01/13/2006   G 2,770 A $ 0 3,620 (1) I Spouse (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (5) $ 4.8359           04/21/2001 04/20/2010 Common Stock
20,680 (1)
  20,680
D
 
Stock Options (5) $ 4.8359           04/21/2002 04/20/2010 Common Stock
20,680 (1)
  20,680
D
 
Stock Options (5) $ 4.8359           04/21/2004 04/20/2010 Common Stock
20,680 (1)
  20,680
D
 
Stock Options (5) $ 4.8359           04/21/2005 04/20/2010 Common Stock
20,680 (1)
  20,680
D
 
Stock Options (5) $ 4.8359           04/21/2006(6) 04/20/2010 Common Stock
20,680 (1)
  20,680
D
 
Stock Options (5) $ 15.78           03/23/2013 03/24/2013 Common Stock
180,762 (1) (7)
  180,762
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RILEY THOMAS E
220 S. RIDGEWOOD AVE.
DAYTONA BEACH, FL 32114		       Regional President  

Signatures

THOMAS E. RILEY 02/14/2006
**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) A portion of these shares was acquired through the Company's Employee Stock Purchase Plan. Number of shares may reflect reinvested dividends.
(3) These securities were granted pursuant to the Company's Stock Performance Plan. Until the satisfaction of conditions contained in that 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 additional conditions are satisfied.
(4) Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person.
(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 satisfaction of conditions established pursuant to the Plan, an additional 20,680 options 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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