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

1. Name and Address of Reporting Person *

WALKER CORY T 		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)
CFO, Sr. VP and Treasurer
(Last)          (First)          (Middle)

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

10/10/2008
(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   10/10/2008     J (1)    2900   A $0   (1) 62416   D   (2)  
Common Stock, $.10 par value   10/10/2008     J (1)    2900   D $0   (1) 62416   D   (2)  
Common Stock, $.10 par value                  220274   I   Stock Performance Plan   (3)
Common Stock, $.10 par value                  27198   I   401(k) Plan   (4)
Common Stock, $.10 par value                  27300   I   IRA Account  

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   (5) $15.78                   3/23/2013   3/24/2013   Common Stock   50000     50000   D    
Stock Options   (5) $18.48                   11/26/2017   (6) 2/26/2018   Common Stock   100000     100000   D    

Explanation of Responses:
( 1)  The referenced purchase of shares was being executed by a broker in accordance with a standing order placed by the Reporting Person months ealier for the purchase of shares of the Company in the event that the price decreased to a specified level. Upon learning that the transaction was occurring, the Reporting Person promptly took action to rescind the transaction because the transaction was occurring during a quaterly "blackout" period in which Company officers, including the Reporting Person, should not be trading in the stock of the company pursuant to the Company policy.
( 2)  Owned jointly with spouse.
( 3)  These securities were granted at various dates pursuant to the Company's Stock Performance Plan. Based on the satisfaction of conditions established pursuant to that Plan, the Reporting Person 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.
( 4)  Based upon the information supplied as of 10/15/2008 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").
( 6)  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
WALKER CORY T
220 S RIDGEWOOD AVENUE
DAYTONA BEACH, FL 32114

CFO, Sr. VP and Treasurer

Signatures
CORY T. WALKER 10/15/2008
** 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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