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 the Board of Directors of
the Company at a special meeting held on February 20, 1998.

          RESOLVED, that the draft of the Company's 1997
     Annual Report on Form 10-K submitted to the Directors
     prior to this meeting 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 24th day of March, 1998.



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