Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  IOCCO ROBERT F
2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2005
3. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN INC [BRO]
(Last)
(First)
(Middle)
220 S. RIDGEWOOD AVE.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Regional Executive VP
5. If Amendment, Date Original Filed(Month/Day/Year)
01/16/2005
(Street)

DAYTONA BEACH, FL 32114
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $.10 par value 1,028 (1) (2)
D
 
Common Stock, $.10 par value 4,833 (1)
I
401(k) (3)
Common Stock, $.10 par value 38,285 (1)
I
Stock Performance Plan (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (5) (6) 03/23/2013 03/24/2013 Common Stock 8,000 (1) $ 15.78 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IOCCO ROBERT F
220 S. RIDGEWOOD AVE.
DAYTONA BEACH, FL 32114
      Regional Executive VP  

Signatures

ROBERT F. IOCCO 03/29/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 11/28/05.
(2) Owned jointly the spouse.
(3) These securities were acquired on a periodic basis pursuant to an employee benefit plan. The amount shown is based on information supplied by the Plan's recordkeeper as of 12/31/04.
(4) These securities were granted at various dates pursuant to the Company's Stock Performance Plan. Based on the satisfaction of conditions contained in that Plan, the recipient has voting rights and dividend entitlements with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.
(5) These options vest and become exercisable on 3/23/13, unless accelerated based on satisfaction of conditions established pursuant to the Plan.
(6) Information about these stock options was inadvertently omitted from the Form 3 previously filed.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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