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
                                                            ____
<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE

<S>                <C>            <C>          <C>         <C>
___________________________________________________________________________
                                   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.

</TABLE>

<PAGE 2>

                             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

<PAGE 3>

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.

<PAGE 4>

            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

<PAGE 5>

      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


<PAGE 6>


                            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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14075}]
{"company-data": {"conformed-name": "POE & BROWN INC", "cik": "0000079282", "assigned-sic": "6411", "irs-number": "590864469", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14925", "film-number": "96648578"}, "business-address": {"street1": "702 N FRANKLIN", "city": "TAMPA", "state": "FL", "zip": "33601", "phone": "9042529601"}, "mail-address": {"street1": "220 S RIDGEWOOD AVENUE", "city": "DAYTONA BEACH", "state": "FL", "zip": "32114"}, "former-company": {"former-conformed-name": "POE & ASSOCIATES INC", "date-changed": "19920703"}}
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