FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KIRK KENNETH D   2. Issuer Name and Ticker or Trading Symbol BROWN & BROWN INC [BRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Regional President (Last) (First) (Middle) 2800 N CENTRAL AVE STE 1600 3. Date of Earliest Transaction (Month/Day/Year) 12/24/2008 (Street) PHOENIX, AZ 85004 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.10 par value 12/24/2008   M   41,360 A $ 4.8359 915,007 (1) I Irrevocable Trust w/ Spouse Common Stock, $.10 par value               290,018 (2) D   Common Stock, $.10 par value               14,501 I 401(k) Plan (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (4)

$ 4.8359

12/24/2008

12/24/2008

M

20,680

04/21/2005

04/20/2010

Common Stock

20,680

$ 4.8359

0

D

Stock Options (4)

$ 4.8359

12/24/2008

12/24/2008

M

20,680

04/21/2006

04/20/2010

Common Stock

20,680

$ 4.8359

0

D

Stock Options (4)

$ 15.78

01/01/2007

03/23/2013

Common Stock

100,728

100,728

D

Stock Options (4)

$ 15.78

03/22/2013

03/23/2013

Common Stock

12,672

12,672

D

Stock Options (4)

$ 18.48

11/26/2017

02/26/2018

Common Stock

115,000

115,000

D (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KIRK KENNETH D 2800 N CENTRAL AVE STE 1600 PHOENIX, AZ 85004			Regional President

Signatures

KENNETH D. KIRK		12/26/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This total includes 1,674 shares obtained through the Company's Employee Stock Purchase Plan in August 2008. Number of shares may vary due to dividend reinvestment.
(2)	These securities were granted at various dates pursuant to the Company's Stock Performance Plan. Based on the satisfaction of conditions established pursuant to that Plan, the Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.
(3)	Based upon information supplied on 12/24/2008 by the Plan's recordkeeper. Number of shares may vary periodically based on contributions to plan.
(4)	Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2001 Incentive Stock Option Plan (the "Plan").
(5)	These options vest and become exercisable on 11/26/17 unless accelerated based on conditions pursuant to the plan.

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