POE & BROWN INC (Form: S-8, Received: 10/28/1996 00:00:00)

As filed with the Securities and Exchange Commission on October 28, 1996

Registration Statement No. 33-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

POE & BROWN, INC.
(Exact name of registrant as specified in its charter)

          Florida                                    59-0864469
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)

   220 South Ridgewood Avenue
     Daytona Beach, Florida                            32115
(Address of Principal Executive Office)             (Zip Code)

                              POE & BROWN, INC.
                           STOCK PERFORMANCE PLAN
                          _________________________

                              Laurel L. Grammig

Vice President, Secretary and General Counsel
Poe & Brown, Inc.
401 E. Jackson Street, Suite 1700
Tampa, Florida 33602
(Name and address of agent for service)

(813)222-4100
(Telephone number, including area code, of agent for service)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. X




                 CALCULATION OF REGISTRATION FEE

___________________________________________________________________________
                                   Proposed     Proposed
     Title of         Amount       maximum      maximum
    securities         to be       offering    aggregate     Amount of
 to be registered   Registered      price       offering   registration
                                  per unit*      price*        fee
__________________________________________________________________________
Common stock, par
value $.10 per        400,000       $25.25     $10,100,000     $3,483
share.............    shares
___________________________________________________________________________

* Estimated solely for the purpose of calculating the
  registration fee.  The fee is calculated upon the basis of the
  average between  the  high and low sales price for shares  of
  common stock of the registrant as reported on The Nasdaq Stock
  Market on October 22, 1996.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the Commission are incorporated by reference:

(1) The Company's annual report on Form 10-K for the year ended December 31, 1995;

(2) The Company's quarterly report on Form 10-Q for the quarter ended Mach 31, 1996;

(3) The Company's quarterly report on From 10-Q for the quarter ended June 30, 1996;

(4) The Company's Proxy Statement, dated March 19, 1996, for the Company's 1996 Annual Meeting of Shareholders;

(5) The description of the Company's common stock contained in the Company's Registration Statement on Form S-4, File Number 33-58090, filed with the Commission on February 10, 1993, as amended.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is a Florida corporation. Reference is made to
Section 607.0850 of the Florida Business Corporation Act, which permits, and in some cases requires, indemnification of directors, officers, employees, and agents of the Company under certain circumstances and subject to certain limitations.

Under Article VII of the Company's Bylaws, the Company is required to indemnify its officers and directors, and officers and directors of certain other corporations serving as such at the request of the Company, against all costs and liabilities incurred by such persons by reason of their having been an officer or director of the Company or such other corporation, provided that such indemnification shall not apply with respect to any matter as to which such officer or director shall be finally adjudged to have been individually guilty of gross negligence or willful malfeasance in the performance of his or her duty as a director or officer, and provided further that the indemnification shall, with respect to any settlement

of any suit, proceeding, or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, proceeding, or claim when, in the judgment of the Board of Directors, such settlement and reimbursement appeared to be for the best interests of the Company.

The Company has entered into an indemnification agreement with certain members of its Board of Directors. The agreements create certain indemnification obligations of the Company in favor of such persons in connection with their service as directors and, as permitted by applicable law, clarify and expand the circumstances under which such persons will be indemnified.

The Company has purchased insurance with respect to, among other things, liabilities that may arise under the statutory provisions referred to above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4 - Poe & Brown, Inc. Stock Performance Plan

5 - Opinion of the Company's Assistant General Counsel as to the legality of the securities being registered hereunder

23a - Consent of Arthur Andersen LLP, independent certified public accountants

23b - Consent of Ernst & Young LLP, independent certified public accountants

24a - Powers of attorney for individual directors

24b - Resolutions adopted by the Board of Directors and certified by the Secretary of the Company

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement:

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions (see Item 6) or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Daytona Beach, State of Florida, on October 28, 1996.

POE & BROWN, INC.

By: *

J. Hyatt Brown, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

      Signature                    Title                         Date



       *
_____________________      Chairman of the Board, President   October 28, 1996
J. Hyatt Brown               and Chief Executive Officer
                             (Principal Executive Officer)

       *
_____________________      Director                           October 28, 1996
Samuel P. Bell, III




       *
____________________       Director                           October 28, 1996
Bradley Currey, Jr.


       *
____________________       Director                           October 28, 1996
Bruce G. Geer


____________________       Director                           October 28, 1996
Jim W. Henderson


       *
___________________        Director                           October 28, 1996
Kenneth E. Hill


       *
___________________        Director                           October 28, 1996
Theodore J. Hoepner


/s/ James A. Orchard
_____________________      Vice President, Treasurer and      October 28, 1996
James A. Orchard            Chief Financial Officer (Principal
                            Financial and Accounting Officer)




*By: /s/ Laurel L. Grammig
     _____________________________________
          Laurel L. Grammig
          Attorney-in-Fact

EXHIBITS

Exhibit  4  -  Poe & Brown, Inc. Stock Performance Plan

Exhibit 5   -  Opinion of the Company's Assistant General Counsel
               as  to  the  legality of the securities being  registered
               hereunder

Exhibit 23a - Consent of Arthur Andersen LLP, independent certified public
accountants

Exhibit 23b - Consent of Ernst & Young LLP, independent certified public
accountants

Exhibit 24a - Powers of attorney for individual directors

Exhibit 24b - Resolutions adopted by the Board of Directors and
certified by the Secretary of the Company

EXHIBIT 4

POE & BROWN, INC.
STOCK PERFORMANCE PLAN

Poe & Brown, Inc., a corporation organized under the laws of

the State of Florida, establishes this Stock Performance Plan for

the purposes of attracting and retaining Key Employees, providing

an incentive for Key Employees to achieve long-range performance

goals, and enabling Key Employees to share in the successful

performance of the stock of Poe & Brown, Inc., as measured

against pre-established performance goals.

ARTICLE I - DEFINITIONS

1.01 Award Effective Date means, with respect to each share

of Performance Stock, the date on which the award of the share of

Performance Stock to a Key Employee is effective. An award of

Performance Stock shall be effective (i) as of the date set by

the Committee when the award is made or, (ii) if the award is

made subject to one, or more than one, condition under Section

6.02 of this Plan, as of the date the Committee in its sole and

absolute discretion determines that such condition or conditions

have been satisfied.

1.02 Board means the Board of Directors of Poe & Brown, Inc.

1.03 Change in Control means (i) the acquisition of the

power to direct, or cause the direction of, the management and

policies of the Company by a person not previously possessing

such power, acting alone or in conjunction with others, whether

through ownership of Stock, by contract or otherwise, or (ii) the

acquisition, directly or indirectly, of the power to vote twenty

percent or more of the outstanding Stock by a person or persons.

For purposes of this Section 1.03, the term "person" means a natural

person, corporation,

partnership, joint venture, trust,

government or instrumentality of a government. Also for purposes

of this Section 1.03, customary agreements with or among

underwriters and selling group members with respect to a bona

fide public offering of Stock shall be disregarded.

1.04 Code means the Internal Revenue Code of 1986, as

amended.

1.05 Committee means the Compensation Committee of the Board

or, if the Compensation Committee at any time has less than three

members or has a member who fails to come within the definition

of a "disinterested person" within the meaning of Rule 16b-3

under the Securities Exchange Act of 1934, as amended, a

committee that shall have at least three members, each of whom

shall be appointed by and shall serve at the pleasure of the

Board and shall come within the definition of a "disinterested

person" within the meaning of Rule 16b-3 under the Securities

Exchange Act of 1934, as amended.

1.06 Company means Poe & Brown, Inc., a corporation

organized under the laws of the State of Florida.

1.07 Disability means a physical or mental condition of a

Key Employee resulting from bodily injury, disease or mental

disorder that renders him or her incapable of engaging in any

occupation or employment for wage or profit. Disability does not

include any physical or mental condition resulting from the Key

Employee's engagement in a felonious act, self-infliction of an

injury, or performance of military service. Disability of a Key

Employee shall be determined by a licensed physician selected by

the Committee in its sole and absolute discretion.

1.08 Key Employee means a full time, salaried employee of

the Company who, in the judgment of the Committee acting in its

sole and absolute discretion, is a key to the successful

operation of the Company.

1.09 Performance Stock means Stock awarded to a Key Employee

under this Plan.

1.10 Performance Stock Agreement means the written agreement

between the Company and a Key Employee to whom an award of

Performance Stock is made under this Plan.

1.11 Plan means this Poe & Brown, Inc. Performance Stock

Plan.

1.12 Stock means the common stock, $0.10 par value, of the

Company.

1.13 Year of Vesting Service means, with respect to each

share of Performance Stock, a twelve consecutive month period

measured from the grant date of the Performance Stock and each

successive twelve consecutive month period measured from each

anniversary of such grant date for that share of Performance

Stock.

ARTICLE II - ELIGIBILITY

Only Key Employees shall be eligible to receive awards of

Performance Stock under this Plan. The Committee, in its sole

and absolute discretion, shall determine the Key Employees to

whom Performance Stock shall be awarded. A member of the

Committee is not eligible to receive grants of Performance Stock

during the period he or she serves on the Committee or during the

one-year period prior to the date he or she begins serving on the

Committee.

ARTICLE III - STOCK AVAILABLE FOR AWARDS

The Company shall reserve 400,000 shares of Stock for use

under this Plan. All such shares of Stock shall be reserved to

the extent that the Company deems appropriate from authorized but

unissued shares of Stock and from shares of Stock that have been

reacquired by the Company. Furthermore, any

shares of Performance Stock that are forfeited under Section 6.03 of this

Plan shall again become available for use under this Plan.

ARTICLE IV - EFFECTIVE DATE

This Plan shall be effective on the date it is adopted by

the Board, subject to the approval of the shareholders of the

Company within twelve months after the date of adoption of this

Plan by the Board. Any Performance Stock awarded under this Plan

before the date of such shareholder approval shall be awarded

expressly subject to such approval.

ARTICLE V - ADMINISTRATION

This Plan shall be administered by the Committee. The

Committee, acting in its sole and absolute discretion, shall

exercise such powers and take such action as expressly called for

under this Plan. Furthermore, the Committee shall have the power

to interpret this Plan and to take such other action in the

administration and operation of this Plan as the Committee deems

equitable under the circumstances, which action shall be binding

on the Company with respect to each affected Key Employee and

each other person directly or indirectly affected by such action.

Nothing in this Article V shall affect or impair the Board's

power to take the actions reserved to it in this Plan.

ARTICLE VI - PERFORMANCE STOCK AWARDS

6.01 Committee Action. The Committee shall have the right

to award shares of Performance Stock to Key Employees under this

Plan. Each award of Performance Stock shall be evidenced by a

Performance Stock Agreement, and each Performance Stock Agreement

shall set forth the conditions, if any, under which

the award will be effective and the conditions under which the Key

Employee's interest in the Performance Stock shall become fully

vested and nonforfeitable.

6.02 Conditions for Awards. The Committee may, in its sole

and absolute discretion, make the award of Performance Stock to

Key Employees effective only upon the satisfaction of one, or

more than one, objective employment, performance or other

condition which the Committee deems appropriate under the

circumstances for Key Employees in general or for a Key Employee

in particular. The related Performance Stock Agreement shall set

forth each such condition and the deadline for satisfying each

such condition. If a Performance Stock award shall be effective

only upon the satisfaction of one, or more than one, condition,

the shares of Stock underlying such award shall be unavailable

under Article III of this Plan as of the date on which such award

is made. If an award of Performance Stock fails to become

effective under Section 6.01 of this Plan, the underlying shares

of Stock subject to such award shall be treated under Article III

of this Plan as forfeited and shall again become available under

Article III of this Plan as of the date of such failure to become

effective.

6.03 Conditions for Nonforfeitability of Performance Stock.

Subject to the provisions of Article IX of this Plan, a Key

Employee's interest in the shares of Performance Stock awarded to

him or her shall become fully vested and nonforfeitable upon the

satisfaction of any conditions for the grant specified by the

Committee pursuant to Section 6.02 and upon the Key Employee's

completion of fifteen Years of Vesting Service for the Company.

Subject to the provisions of Article IX of this Plan, if the Key

Employee's employment with the Company terminates before his or

her completion of fifteen Years of Vesting Service for the

Company, the Key Employee's interest in the awarded shares of

Performance Stock shall be forfeited unless:

(a) the Key Employee has attained age sixty-four;

(b) the Key Employee's employment with the Company

terminates as a result of his or her death or Disability; or

discretion, waives the conditions described in this Section

6.03.

If an award of Performance Stock is made to a Key Employee after

the Key Employee attains age sixty-four, but before his or her

employment with the Company terminates, the Key Employee's

interest in the awarded shares of Performance Stock shall become

fully vested and nonforfeitable on the Award Effective Date.

6.04 Dividends and Voting Rights. If a cash dividend is

declared on a share of Performance Stock after the Award

Effective Date, but before the Key Employee's interest in the

Performance Stock is forfeited or becomes fully vested and

nonforfeitable, the Company shall pay the cash dividend directly

to the Key Employee. If a Stock dividend is declared on a share

of Performance Stock after the Award Effective Date, but before

the Key Employee's interest in the Performance Stock is forfeited

or becomes fully vested and nonforfeitable, the Stock dividend

shall be treated as part of the award of the related Performance

Stock, and the Key Employee's interest in such Stock dividend

shall be forfeited or become nonforfeitable at the same time as

the Performance Stock with respect to which the Stock dividend

was paid is forfeited or becomes nonforfeitable. The disposition

of each other form of dividend which is declared on a share of

Performance Stock shall be made in accordance with such rules as

the Committee shall adopt with respect to each such dividend.

A Key Employee shall be allowed to exercise voting rights

with respect to a share of Performance Stock after the Award

Effective Date, but before the Key

Employee's interest in the Performance Stock is forfeited or becomes

fully vested and nonforfeitable.

6.05 Satisfaction of Nonforfeitability Conditions; Provision

for Income and Excise Taxes. A share of Stock shall cease to be

Performance Stock at such time as a Key Employee's interest in

such share of Stock becomes fully vested and nonforfeitable under

Section 6.03 or Article IX of this Plan, and the certificate

representing such share of Stock shall be transferred to the Key

Employee as soon as practicable thereafter.

ARTICLE VII - SECURITIES REGISTRATION

Each Performance Stock Agreement shall provide that, upon

the receipt of shares of Stock as a result of the satisfaction of

the conditions described in Section 6.03 of this Plan for

nonforfeitability of Performance Stock, the Key Employee shall,

if so requested by the Company, hold such shares of Stock for

investment and not with a view of resale or distribution to the

public and, if so requested by the Company, shall deliver to the

Company a written statement signed by the Key Employee

satisfactory to the Company to that effect. With respect to

Stock issued pursuant to this Plan, the Company at its expense

shall take such action as it deems necessary or appropriate to

under the Securities Act of 1933 or under any other applicable

securities laws or to qualify such Stock for an exemption under

any such laws prior to the issuance of such Stock to a Key

Employee. Notwithstanding the foregoing, the Company shall have

no obligation whatsoever to take any such action in connection

with the transfer, resale or other disposition of such Stock by a

Key Employee.

ARTICLE VIII - ADJUSTMENT

The Board, in its sole and absolute discretion, may, but

shall not be required to, adjust the number of shares of Stock

reserved under Article III of this Plan and shares of Performance

Stock theretofore granted in an equitable manner to reflect any

change in the capitalization of the Company, including, but not

limited to, such changes as Stock dividends or Stock splits. If

any adjustment under this Article VIII would create a fractional

share of Stock, such fractional share shall be disregarded and

the number of shares of Stock reserved or granted under this Plan

shall be the next lower number of shares of Stock, rounding all

fractions downward. An adjustment made under this Article VIII

by the Board shall be conclusive and binding on all affected

persons and, further, shall not constitute an increase in the

number of shares reserved under Article III within the meaning of

Article X(a) of this Plan.

ARTICLE IX - SALE OR MERGER OF COMPANY; CHANGE IN CONTROL

9.01 Sale or Merger. If the Company agrees to sell all or

substantially all of its assets for cash or property or for a

combination of cash and property or agrees to any merger,

consolidation, reorganization, division or other corporate

transaction in which Stock is converted into another security or

into the right to receive securities or property and such

agreement does not provide for the assumption or substitution of

Performance Stock granted under this Plan, all shares of

Performance Stock shall become fully vested and nonforfeitable.

9.02 Change in Control. In the event of a Change in

Control, the Board thereafter shall have the right to take such

action with respect to any shares of Performance Stock that are

forfeitable, or all such shares of Performance Stock, as the

Board in its sole and absolute discretion deems appropriate under

the circumstances to protect the interests of the Company in

maintaining the integrity of the awards under this Plan.

Furthermore, the Board shall have the right to take different

action under this Section 9.02 with respect to different Key

Employees or different groups of Key Employees, as the Board in

its sole and absolute discretion deems appropriate under the

circumstances.

Notwithstanding the foregoing provisions of this Article IX,

all shares of Performance Stock shall become fully vested and

nonforfeitable in the event of (i) any tender or exchange offer

for Stock accepted by a majority of the shareholders of the

Company; or (ii) the death of J. Hyatt Brown and the subsequent

sale by his estate, his wife, his parents, his lineal

descendants, any trust created for his benefit during his

lifetime, or any combination of the foregoing, of the Stock owned

by J. Hyatt Brown prior to his death.

ARTICLE X - AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to

the extent that the Board in its sole and absolute discretion

deems necessary or appropriate. Notwithstanding the foregoing,

no amendment of this Plan shall be made absent the approval of

the shareholders of the Company if the effect of the amendment

is:

(a) to increase the number of shares of Stock reserved

under Article III of this Plan;

(b) to change the class of employees of the Company

eligible for awards of Performance Stock or to otherwise

materially modify, within the meaning of Rule 16b-3 under

the Securities Exchange Act of 1934, as amended, the

requirements as to eligibility for participation in this

Plan; or

meaning of Rule 16b-3 of the Securities Exchange Act of

1934, as amended, the benefits accruing to Key Employees

under this Plan.

The Board in its sole and absolute discretion may suspend the

awarding of Performance Stock under this Plan at any time and may

terminate this Plan at any time. Notwithstanding the foregoing,

the Board shall not have the right to modify, amend or cancel any

share of Performance Stock granted before such suspension or

termination unless the Key Employee to whom the Performance Stock

is awarded consents in writing to such modification, amendment or

cancellation, or there is a dissolution or liquidation of the

Company or a transaction described in Article VIII or IX of this

Plan.

ARTICLE XI - TERM OF PLAN

No Performance Stock shall be awarded under this Plan on or

after the earlier of:

(a) the tenth anniversary of the effective date of

this Plan, as determined under Article IV of this Plan, in

which event this Plan otherwise thereafter shall continue in

effect until all Performance Stock awarded under this Plan

has been forfeited or the conditions described in Section

6.03 of this Plan for nonforfeitability of all Performance

Stock awarded under this Plan have been completely

satisfied; or

(b) the date on which all of the Stock reserved under

Article III of this Plan has, as a result of the

satisfaction of the conditions described in Section 6.03 of

this Plan for nonforfeitability of Performance Stock awarded

under this Plan, been issued or no longer is available for

use under this Plan, in which event this Plan also shall

terminate on such date.

ARTICLE XII - MISCELLANEOUS

12.01 Shareholder Rights. Subject to Section 6.04 of

this Plan, a Key Employee's rights as a shareholder in the shares

of Performance Stock awarded to him or her shall be set forth in

the related Performance Stock Agreement.

12.02 No Contract of Employment. The award of

Performance Stock to a Key Employee under this Plan shall not

constitute a contract of employment and shall not confer on a Key

Employee any rights upon his or her termination of employment

with the Company in addition to those rights, if any, expressly

set forth in the Performance Stock Agreement related to his or

her Performance Stock.

12.03 Withholding. The acceptance of an award of

Performance Stock shall constitute a Key Employee's full and

complete consent to whatever action the Committee deems necessary

to satisfy the federal and state tax withholding requirements, if

any, that the Committee in its sole and absolute discretion deems

applicable to such Performance Stock. The Committee also shall

have the right to provide in a Performance Stock Agreement that a

Key Employee may elect to satisfy federal and state tax

withholding requirements through a reduction in the number of

shares of Stock actually transferred to him or her under this

Plan, and any such election and any such reduction shall be

effected so as to satisfy the conditions to the exemption under

Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

12.04 Governing Law. The provisions of this Plan shall

be governed by and interpreted in accordance with the laws of the

State of Florida.

IN WITNESS WHEREOF, Poe & Brown, Inc. has caused its duly

authorized officer to execute this Plan as of the 31st day of

October, 1995, to evidence its adoption of this Plan.

POE & BROWN, INC.

By: /s/ Laurel J. Lenfestey
   _____________________________________
     Laurel J. Lenfestey
     Vice President, Secretary
       and General Counsel

Approved by the Board of Directors: October 31, 1995

Approved by Shareholders:

Exhibit 5

October 28, 1996

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

Dear Sir/Madam:

As Assistant General Counsel of Poe & Brown, Inc. (the "Registrant"), I am familiar with the preparation and filing of the Registrant's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on or about October 15, 1996, pursuant to which the Registrant proposes to issue up to 400,000 shares of its common stock, par value $.10 per share ("Registrant's Common Stock"), pursuant to the Poe & Brown, Inc. Stock Performance Plan (the "Plan").

I have reviewed the Plan and the Registration Statement, and have examined and am familiar with the documents, corporate records and other instruments of the Registrant relating to the proposed issuance of the Registrant's Common Stock which I deem relevant and which form the basis of the opinion hereinafter set forth.

I am of the opinion that under the laws of the State of Florida, the jurisdiction in which the Registrant is incorporated and the jurisdiction in which the Registrant has its principal office, upon the issuance of the shares of the Registrant's Common Stock pursuant to the aforesaid Registration Statement, all such shares when so issued will be duly authorized, validly issued and outstanding, and will be fully paid and non- assessable.

The undersigned counsel to the Registrant hereby consents to the use of my opinion as Exhibit 5 to the aforesaid Registration Statement.

Sincerely yours,

POE & BROWN, INC.

                              /s/ James L. Olivier

                              James L. Olivier
JLO/jag

EXHIBIT 23a

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 29, 1996, incorporated by reference in Poe & Brown, Inc.'s Form 10-K for the year ended December 31, 1995, and to all references to our firm included in this registration statement.

                                /s/ Arthur Andersen LLP

Orlando, Florida
   October 25, 1996

EXHIBIT 23b

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Poe & Brown Stock Performance Plan of Poe & Brown, Inc. of our report dated January 28, 1995, except for the last paragraph of Note 2, as to which the date is March 1, 1995, with respect to the consolidated financial statements and schedule of Poe & Brown, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission.

                                     /s/ Ernst & Young LLP

Tampa, Florida
October 25, 1996

EXHIBIT 24a

POWER OF ATTORNEY

The undersigned constitutes and appoints Laurel J. Lenfestey and

James L. Olivier, or either of them, as his true and lawful attorney-in-

fact and agent, with full power of substitution and resubstitution,

for him and in his name, place and stead, in any and all capacities, to

sign the Registration Statement for Poe & Brown, Inc. on Form S-8

with respect to the registration of shares of common stock under

the Poe & Brown, Inc. Stock Performance Plan, and to file the

same, with all exhibits thereto, and other documents in connection

therewith, with the Securities and Exchange Commission, granting unto

said attorneys-in-fact and agents full power and authority to do and

perform each and every act and thing requisite and necessary to be

done in and about the premises as fully to all intents and purposes

as he might or could in person, hereby ratifying and confirming all

that said attorneys-in-fact and agents, or their substitutes, may

lawfully do or cause to be done by virtue hereof.

                              /s/ Bradley Currey, Jr.
                               _______________________________
                               Bradley Currey, Jr.

Dated: July 30, 1996