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                                 EXHIBIT 24b

               CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS


        The undersigned, Laurel J. Lenfestey, 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
11, 1996:

              RESOLVED, that the March 7, 1996 draft of the Company's 1995
              Form 10-K submitted to the Directors is hereby approved in form
              and substance, subject to any revisions deemed necessary or
              appropriate by Laurel J. Lenfestey, 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 all 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 19th day of March, 1996.



                                        /s/ LAUREL J. LENFESTEY
                                        --------------------------------
                                        Laurel J. Lenfestey
                                        Secretary