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 * 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 (Month/Day/Year) 10/10/2008 (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 10/10/2008   J(1)   2,900 A $ 0 (1) 62,416 D (2)   Common Stock, $.10 par value 10/10/2008   J(1)   2,900 D $ 0 (1) 62,416 D (2)   Common Stock, $.10 par value               220,274 I Stock Performance Plan (3) Common Stock, $.10 par value               27,198 I 401(k) Plan (4) Common Stock, $.10 par value               27,300 I IRA Account

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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)

$ 15.78

03/23/2013

03/24/2013

Common Stock

50,000

50,000

D

Stock Options (5)

$ 18.48

11/26/2017(6)

02/26/2018

Common Stock

100,000

100,000

D

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

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)	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.

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