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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
POE & BROWN, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0864469
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
220 S. Ridgewood Avenue, Daytona Beach, Florida 32114
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), check
the following box. X
_______
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(d), check
the following box.
_______
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
___________________ _______________________________
Common Stock, $.10 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The capital stock of Poe & Brown, Inc. (the "Company"
or "Registrant") to be registered on the New York Stock
Exchange, Inc. (the "Exchange"), is the Registrant's Common
Stock with a par value of $.10 per share. Such shares are
currently registered on The Nasdaq Stock Market, and will be
delisted there simultaneously with their listing on the
Exchange. Holders of Common Stock are entitled to one vote
per share at all meetings of shareholders. Dividends that
may be declared on the Common Stock will be paid in an equal
amount to the holder of each share. No pre-emptive rights
are conferred upon the holders of such stock and there are
no liquidation or conversion rights. There are no
redemption or sinking fund provisions and there is no
liability to further calls or to assessments by the
Registrant.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2
will be supplied to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
POE & BROWN, INC.
By: /S/ WILLIAM A. ZIMMER
________________________________
William A. Zimmer
Vice President, Treasurer
and Chief Financial Officer
Dated: November 17, 1997
