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                           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 Poe &
Brown, Inc., a Florida corporation (the "Company"), and that the
following resolutions were adopted by unanimous written consent
of the Board of Directors of the Company as of March 7, 1997:

          RESOLVED, that the March 3, 1997 draft of the
     Company's 1996 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 resolutions.

     IN WITNESS WHEREOF, the undersigned Secretary of the Company
has executed this Certificate this 14th day of March, 1997.



                              /s/ LAUREL L. GRAMMIG
                              ________________________________
                              Laurel L. Grammig
                              Secretary