EXHIBIT 24b

       CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS

     The undersigned, Laurel L. Grammig, hereby certifies
that she is the duly elected, qualified and acting Secretary
of Brown & Brown, Inc., a Florida corporation (the
"Company"), and that the following resolutions were adopted
by the Board of Directors of the Company by unanimous
written consent dated as of February 28, 2000:

          RESOLVED, that the February 23, 2000 draft of
     the Company's 1999 Annual Report on Form 10-K
     submitted to the Directors is hereby approved in
     form and substance, subject to any revisions,
     additions, deletions or insertions deemed
     necessary or appropriate by Laurel L. Grammig, the
     Company's Vice President, Secretary and General
     Counsel, and that the Chief Executive Officer and
     the Chief Financial Officer are hereby authorized
     to sign the Form 10-K on behalf of the Company,
     either personally or through a power of attorney,
     and to cause the Form 10-K to be filed with the
     Securities and Exchange Commission in accordance
     with the rules promulgated by the Commission;

          FURTHER RESOLVED, that the appropriate
     officers of the Company are hereby authorized and
     directed to take all actions they deem necessary
     or appropriate, including the payment of any
     necessary filing fees, to carry out the intent of
     the foregoing resolution.

     IN WITNESS WHEREOF, the undersigned Secretary of the
Company has executed this Certificate this 15th day of
March, 2000.




                              /S/ LAUREL L. GRAMMIG
                              _______________________________
                              Laurel L. Grammig
                              Secretary