##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 2-39458
 ERIE FAMILY LIFE INSURANCE COMPANY
  PENNSYLVANIA
    
    25-1186315(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 100 Erie Insurance Place, Erie, Pennsylvania
    
    16530(Address of principal executive offices)
    
    (Zip code)
 (814) 870-2000
  
   þ o
  o þ
      1




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PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Statements of Financial Position  March 31, 2005 and December 31, 2004Statements of Operations  Three months ended March 31, 2005 and 2004Statements of Comprehensive Income  Three months ended March 31, 2005 and 2004Statements of Cash Flows  Three months ended March 31, 2005 and 2004Notes to Financial Statements  March 31, 2005Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of OperationsItem 3.
    
    Quantitative and Qualitative Disclosures About Market RiskItem 4.
    
    Controls and ProceduresPART II. OTHER INFORMATIONItem 1.
    
    Legal ProceedingsItem 6.
    
    ExhibitsSIGNATURESEX-31.1EX-31.2EX-32
  2




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(Dollars in thousands)March 31,
    
    December 31,2005
    
    2004(Unaudited)ASSETSInvestments:Fixed maturities at fair value (amortized cost
of $1,318,068 and $1,297,913, respectively)
    
    $
    1,359,516
    
    
    $
    1,366,898Equity securities at fair value
(cost of $59,891 and $59,426, respectively)
    
    
    65,912
    
    
    
    66,375Limited partnerships
(cost of $14,640 and $15,234, respectively)
    
    
    15,560
    
    
    
    15,467Real estate mortgage loans
    
    
    6,077
    
    
    
    6,124Real estate
    
    
    1,023
    
    
    
    1,044Policy loans
    
    
    10,854
    
    
    
    10,671Total investments
    
    
    1,458,942
    
    
    
    1,466,579Cash and cash equivalents
    
    
    22,721
    
    
    
    22,446Premiums receivable from policyholders
    
    
    7,315
    
    
    
    7,876Reinsurance recoverable
    
    
    1,797
    
    
    
    2,527Other receivables
    
    
    426
    
    
    
    319Accrued investment income
    
    
    19,305
    
    
    
    16,031Deferred policy acquisition costs
    
    
    118,886
    
    
    
    111,409Reserve credit for reinsurance ceded
    
    
    30,491
    
    
    
    29,420Prepaid federal income taxes
    
    
    0
    
    
    
    789Other assets
    
    
    5,123
    
    
    
    4,044Total assets
    
    $
    1,665,006
    
    
    $
    1,661,440
  3




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(Dollars in thousands)March 31,
    
    December 31,2005
    
    2004(Unaudited)LIABILITIES AND SHAREHOLDERS EQUITYLiabilities:Policy Liabilities and Accruals:Future life and accident and health policy benefits
    
    $
    128,247
    
    
    $
    124,016Policy and contract claims
    
    
    4,551
    
    
    
    3,153Annuity deposits
    
    
    997,869
    
    
    
    984,870Universal life deposits
    
    
    166,717
    
    
    
    163,489Supplementary contracts not
including life contingencies
    
    
    705
    
    
    
    702Other policyholder funds
    
    
    7,091
    
    
    
    6,048Federal income taxes payable
    
    
    1,472
    
    
    
    0Deferred income taxes
    
    
    40,158
    
    
    
    48,066Reinsurance premium due
    
    
    907
    
    
    
    2,581Accounts payable and accrued expenses
    
    
    11,531
    
    
    
    10,581Notes payable to Erie Indemnity Company
    
    
    40,000
    
    
    
    40,000Due to affiliates
    
    
    4,716
    
    
    
    4,327Dividends payable
    
    
    2,079
    
    
    
    2,079Total liabilities
    
    
    1,406,043
    
    
    
    1,389,912Shareholders Equity:Common stock, $.40 par value per share;
authorized 15,000,000 shares; 9,450,000
shares issued and outstanding
    
    
    3,780
    
    
    
    3,780Additional paid-in capital
    
    
    630
    
    
    
    630Accumulated other comprehensive income
    
    
    25,217
    
    
    
    39,252Retained earnings
    
    
    229,336
    
    
    
    227,866Total shareholders equity
    
    
    258,963
    
    
    
    271,528Total liabilities and shareholders equity
    
    $
    1,665,006
    
    
    $
    1,661,440
  4




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Three Months Ended
    
    Three Months EndedMarch 31, 2005
    
    March 31, 2004(Dollars in thousands, except per share data)RevenuesNet Policy Revenue:Life premiums
    
    $
    13,502
    
    
    $
    13,112Group life and other premiums
    
    
    906
    
    
    
    867Total net policy revenue
    
    
    14,408
    
    
    
    13,979Net investment income
    
    
    20,306
    
    
    
    19,472Net realized (losses) gains on investments
    
    
    (1,353
    )
    
    
    2,848Equity in earnings of limited partnerships
    
    
    604
    
    
    
    155Other income
    
    
    177
    
    
    
    318Total revenues
    
    
    34,142
    
    
    
    36,772Benefits and ExpensesDeath benefits
    
    
    3,430
    
    
    
    4,904Interest on annuity deposits
    
    
    11,027
    
    
    
    10,910Interest on universal life deposits
    
    
    1,795
    
    
    
    1,736Interest on surplus notes and
other affiliate interest
    
    
    712
    
    
    
    717Surrender and other benefits
    
    
    337
    
    
    
    320Increase in future life policy benefits
    
    
    3,160
    
    
    
    2,247Amortization of deferred policy
acquisition costs
    
    
    2,254
    
    
    
    228Commissions
    
    
    400
    
    
    
    542General expenses
    
    
    4,611
    
    
    
    3,878Taxes, licenses and fees
    
    
    956
    
    
    
    834Total benefits and expenses
    
    
    28,682
    
    
    
    26,316Income before income taxes
    
    
    5,460
    
    
    
    10,456Provision for income taxes
    
    
    1,911
    
    
    
    3,940Net income
    
    $
    3,549
    
    
    $
    6,516Net income per share
    
    $
    0.38
    
    
    $
    0.69Dividends declared per share
    
    $
    0.22
    
    
    $
    0.22
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Three Months Ended
    
    Three Months EndedMarch 31, 2005
    
    March 31, 2004(Dollars in thousands)Net income
    
    $
    3,549
    
    
    $
    6,516Unrealized (losses) gains on securities:Unrealized holding (losses) gains arising
during period, net of offsets to shadow
deferred acquisition costs
    
    
    (22,945
    )
    
    
    25,873Less: losses (gains) included in net income
    
    
    1,353
    
    
    
    (2,848
    )Net unrealized holding (losses) gains arising
during period, net of offsets to shadow
deferred acquisition costs
    
    
    (21,592
    )
    
    
    23,025Income tax benefit (expense) related to
unrealized (losses) gains
    
    
    7,557
    
    
    
    (8,059
    )Unrealized (depreciation) appreciation of
investments, net of taxes
    
    
    (14,035
    )
    
    
    14,966Comprehensive (loss) income
    
    ($
    10,486
    )
    
    $
    21,482
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Three Months Ended
    
    Three Months EndedMarch 31, 2005
    
    March 31, 2004(Dollars in thousands)CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:Premiums collected
    
    $
    14,232
    
    
    $
    10,790Net investment income received
    
    
    17,406
    

    
    
    16,480Miscellaneous income
    
    
    177
    
    
    
    318Benefits to policyholders
    
    
    (15,470
    )
    
    
    (18,870
    )Commissions paid to agents
    
    
    (469
    )
    
    
    (1,340
    )Salaries and wages paid
    
    
    (4,277
    )
    
    
    (3,326
    )General operating expenses paid
    
    
    (4,434
    )
    
    
    (4,131
    )Taxes, licenses and fees paid
    
    
    (1,416
    )
    
    
    (1,291
    )Interest paid
    
    
    (51
    )
    
    
    (52
    )Income taxes recovered
    
    
    0
    
    
    
    19Net cash provided by (used in) operating activities
    
    
    5,698
    
    
    
    (1,403
    )CASH FLOWS USED IN INVESTING ACTIVITIES:Purchase of investments:Fixed maturities
    
    
    (72,713
    )
    
    
    (70,733
    )Equity securities
    
    
    (464
    )
    
    
    0Limited partnerships
    
    
    (1,390
    )
    
    
    (5
    )Sales/maturities of investments:Sales of fixed maturities
    
    
    35,803
    
    
    
    49,784Calls/maturities of fixed maturities
    
    
    16,734
    
    
    
    3,530Limited partnerships
    
    
    2,592
    
    
    
    800Increase in collateral from securities lending
    
    
    0
    
    
    
    13,733Net mortgage loans
    
    
    47
    
    
    
    44Net policy loans
    
    
    (183
    )
    
    
    (146
    )Net cash used in investing activities
    
    
    (19,574
    )
    
    
    (2,993
    )CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:Annuity and supplementary
contract deposits and interest
    
    
    30,702
    
    
    
    33,603Annuity and supplementary
contract surrenders and withdrawals
    
    
    (17,700
    )
    
    
    (17,966
    )Universal life deposits and interest
    
    
    4,749
    
    
    
    4,820Universal life surrenders
    
    
    (1,521
    )
    
    
    (1,807
    )Dividends paid to shareholders
    
    
    (2,079
    )
    
    
    (1,985
    )Net cash provided by financing activities
    
    
    14,151
    
    
    
    16,665Net increase in cash and cash equivalents
    
    
    275
    
    
    
    12,269Cash and cash equivalents at beginning of period
    
    
    22,446
    
    
    
    91,667Cash and cash equivalents at end of period
    
    $
    22,721
    
    
    $
    103,936
  7




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(in thousands)
    
    
    
    
    
    Gross
    
    GrossAmortized
    
    Unrealized
    
    Unrealized
    
    EstimatedMarch 31, 2005
    
    Cost
    
    Gains
    
    Losses
    
    Fair ValueFixed maturitiesBonds:U.S. treasuries and government agencies
    
    $
    55,118
    
    
    $
    478
    
    
    $
    449
    
    
    $
    55,147Public utilities
    
    
    168,127
    
    
    
    8,377
    
    
    
    1,083
    
    
    
    175,421U.S. banks, trusts and insurance companies
    
    
    205,760
    
    
    
    7,467
    
    
    
    1,952
    
    
    
    211,275U.S. industrial and miscellaneous
    
    
    568,811
    
    
    
    24,396
    
    
    
    4,211
    
    
    
    588,996Mortgage-backed securities
    
    
    156,229
    
    
    
    2,215
    
    
    
    1,738
    
    
    
    156,706Asset-backed securities
    
    
    10,720
    
    
    
    215
    
    
    
    132
    
    
    
    10,803Foreign
    
    
    146,287
    
    
    
    9,343
    
    
    
    1,340
    
    
    
    154,290Total bonds
    
    
    1,311,052
    
    
    
    52,491
    
    
    
    10,905
    
    
    
    1,352,638Redeemable preferred stock
    
    
    7,016
    
    
    
    47
    
    
    
    185
    
    
    
    6,878Total fixed maturities
    
    
    1,318,068
    
    
    
    52,538
    
    
    
    11,090
    
    
    
    1,359,516Equity securitiesNonredeemable preferred stock:U.S. banks, trusts and insurance companies
    
    
    19,909
    
    
    
    1,785
    
    
    
    0
    
    
    
    21,694U.S. industrial and miscellaneous
    
    
    18,801
    
    
    
    1,771
    
    
    
    1
    
    
    
    20,571Foreign
    
    
    21,181
    
    
    
    2,474
    
    
    
    8
    
    
    
    23,647Total equity securities
    
    
    59,891
    
    
    
    6,030
    
    
    
    9
    
    
    
    65,912Total fixed maturities and equity securities
    
    $
    1,377,959
    
    
    $
    58,568
    
    
    $
    11,099
    
    
    $
    1,425,428
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(in thousands)
    
    
    
    
    
    Gross
    
    GrossAmortized
    
    Unrealized
    
    Unrealized
    
    EstimatedDecember 31, 2004
    
    Cost
    
    Gains
    
    Losses
    
    Fair ValueFixed maturitiesBonds:U.S. treasuries and government agencies
    
    $
    60,126
    
    
    $
    1,048
    
    
    $
    98
    
    
    $
    61,076Public utilities
    
    
    160,516
    
    
    
    11,313
    
    
    
    219
    
    
    
    171,610U.S. banks, trusts and insurance companies
    
    
    193,461
    
    
    
    9,148
    
    
    
    709
    
    
    
    201,900U.S. industrial and miscellaneous
    
    
    566,633
    
    
    
    34,721
    
    
    
    976
    
    
    
    600,378Mortgage-backed securities
    
    
    157,289
    
    
    
    3,713
    
    
    
    609
    
    
    
    160,393Asset-backed securities
    
    
    10,946
    
    
    
    348
    
    
    
    77
    
    
    
    11,217Foreign
    
    
    141,926
    
    
    
    12,080
    
    
    
    686
    
    
    
    153,320Total bonds
    
    
    1,290,897
    
    
    
    72,371
    
    
    
    3,374
    
    
    
    1,359,894Redeemable preferred stock
    
    
    7,016
    
    
    
    94
    
    
    
    106
    
    
    
    7,004Total fixed maturities
    
    
    1,297,913
    
    
    
    72,465
    
    
    
    3,480
    
    
    
    1,366,898Equity securitiesNonredeemable preferred stock:U.S. banks, trusts and insurance companies
    
    
    19,909
    
    
    
    2,078
    
    
    
    2
    
    
    
    21,985U.S. industrial and miscellaneous
    
    
    18,801
    
    
    
    1,873
    
    
    
    0
    
    
    
    20,674Foreign
    
    
    20,716
    
    
    
    3,000
    
    
    
    0
    
    
    
    23,716Total equity securities
    
    
    59,426
    
    
    
    6,951
    
    
    
    2
    
    
    
    66,375Total fixed maturities and equity securities
    
    $
    1,357,339
    
    
    $
    79,416
    
    
    $
    3,482
    
    
    $
    1,433,273
  10




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(in thousands)
    
    Three Months Ended
    
    Three Months EndedMarch 31, 2005
    
    March 31, 2004Fixed maturities:Gross realized gains
    
    $
    1,083
    
    
    $
    2,930Gross realized losses
    
    
    (2,441
    )
    
    
    (93
    )Net realized (losses) gains
    
    
    (1,358
    )
    
    
    2,837Equity securities:Gross realized gains
    
    
    7
    
    
    
    11Gross realized losses
    
    
    (2
    )
    
    
    0Net realized gains
    
    
    5
    
    
    
    11Net realized (losses) gains on
investments
    
    ($
    1,353
    )
    
    $
    2,848
  Less than 12 months
    
    12 months or longer
    
    Total(in thousands)
    
    Fair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesFixed maturitiesU.S. treasuries and government
agencies
    
    $
    35,491
    
    
    $
    419
    
    
    $
    1,968
    
    
    $
    30
    
    
    $
    37,459
    
    
    $
    449Public utilities
    
    
    41,297
    
    
    
    716
    
    
    
    9,429
    
    
    
    367
    
    
    
    50,726
    
    
    
    1,083U.S. banks, trusts and insurance
companies
    
    
    60,653
    
    
    
    1,131
    
    
    
    20,125
    
    
    
    821
    
    
    
    80,778
    
    
    
    1,952U.S. industrial and miscellaneous
    
    
    137,976
    
    
    
    3,166
    
    
    
    24,007
    
    
    
    1,045
    
    
    
    161,983
    
    
    
    4,211Mortgage-backed securities
    
    
    75,574
    
    
    
    1,161
    
    
    
    18,169
    
    
    
    577
    
    
    
    93,743
    
    
    
    1,738Asset-backed securities
    
    
    0
    
    
    
    0
    
    
    
    2,860
    
    
    
    132
    
    
    
    2,860
    
    
    
    132Foreign
    
    
    29,397
    
    
    
    503
    
    
    
    17,294
    
    
    
    837
    
    
    
    46,691
    
    
    
    1,340Total bonds
    
    
    380,388
    
    
    
    7,096
    
    
    
    93,852
    
    
    
    3,809
    
    
    
    474,240
    
    
    
    10,905Redeemable preferred stock
    
    
    4,681
    
    
    
    185
    
    
    
    0
    
    
    
    0
    
    

    
    4,681
    
    
    
    185Total fixed maturities
    
    
    385,069
    
    
    
    7,281
    
    
    
    93,852
    
    
    
    3,809
    
    
    
    478,921
    
    
    
    11,090Equity securitiesNonredeemable preferred stock
    
    
    2,998
    
    
    
    9
    
    
    
    0
    
    
    
    0
    
    
    
    2,998
    
    
    
    9Total equity securities
    
    
    2,998
    
    
    
    9
    
    
    
    0
    
    
    
    0
    
    
    
    2,998
    
    
    
    9Total fixed maturities and
equity securities
    
    $
    388,067
    
    
    $
    7,290
    
    
    $
    93,852
    
    
    $
    3,809
    
    
    $
    481,919
    
    
    $
    11,099
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Three Months Ended(in thousands)
    
    March 31,2005
    
    2004Mezzanine Debt
    
    $
    0
    
    
    $
    20Real Estate
    
    
    604
    
    
    
    135$
    604
    
    
    $
    155
   Accounting and Reporting by
Insurance Enterprises
 12




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Accounting and Reporting by Insurance Enterprises for Certain
Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments
      13




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(in thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    GroupThree Months Ended
    
    Traditional
    
    Universal
    
    Fixed
    
    Life &
    
    CorporateMarch 31, 2005
    
    Life
    
    Life
    
    Annuities
    
    Other
    
    Account
    
    TotalTotal policy revenue, net of
reinsurance
    
    $
    9,995
    
    
    $
    3,507
    
    
    $
    0
    
    
    $
    906
    
    
    $
    0
    
    
    $
    14,408Net investment and other
income
    
    
    1,745
    
    
    
    2,304
    
    
    
    14,168
    
    
    
    57
    
    
    
    2,813
    
    
    
    21,087Net realized losses on
investments
    
    
    (117
    )
    
    
    (146
    )
    
    
    (943
    )
    
    
    (4
    )
    
    
    (143
    )
    
    
    (1,353
    )Total revenues
    
    
    11,623
    
    
    
    5,665
    
    
    
    13,225
    
    
    
    959
    
    
    
    2,670
    
    
    
    34,142Less: Total benefits and
expenses
    
    
    10,133
    
    
    
    4,651
    
    
    
    13,131
    
    
    
    690
    
    
    
    77
    
    
    
    28,682Income before taxes
    
    $
    1,490
    
    
    $
    1,014
    
    
    $
    94
    
    
    $
    269
    
    
    $
    2,593
    
    
    $
    5,460
 GroupThree Months Ended
    
    Traditional
    
    Universal
    
    Fixed
    
    Life &
    
    CorporateMarch 31, 2004
    
    Life
    
    Life*
    
    Annuities*
    
    Other
    
    Account
    
    TotalTotal policy revenue, net of
reinsurance
    
    $
    9,644
    
    
    $
    3,468
    
    
    $
    0
    
    
    $
    867
    
    
    $
    0
    
    
    $
    13,979Net investment and other
income
    
    
    1,669
    
    
    
    2,253
    
    
    
    13,724
    
    
    
    45
    
    
    
    2,254
    
    
    
    19,945Net realized gains on
investments
    
    
    243
    
    
    
    295
    
    
    
    1,986
    
    
    
    7
    
    
    
    317
    
    
    
    2,848Total revenues
    
    
    11,556
    
    
    
    6,016
    
    
    
    15,710
    
    
    
    919
    
    
    
    2,571
    
    
    
    36,772Less: Total benefits and
expenses
    
    
    10,357
    
    
    
    2,877
    
    
    
    12,513
    
    
    
    491
    
    
    
    78
    
    
    
    26,316Income before taxes
    
    $
    1,199
    
    
    $
    3,139
    
    
    $
    3,197
    
    
    $
    428
    
    
    $
    2,493
    
    
    $
    10,456
 
 *
    
    The March 31, 2004 universal life benefits and expenses were reduced by $1.8 million, and the
fixed annuities benefits and expenses were increased by $0.1 million, for the unlocking of certain
assumptions related to the amortization of the DAC.   14




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(in thousands)
    
    Three Months Ended
    
    Three Months EndedMarch 31, 2005
    
    March 31, 2004Direct policy revenue
    
    $
    19,286
    
    
    $
    18,023Policy revenue ceded
    
    
    (4,878
    )
    
    
    (4,044
    )Net policy revenue
    
    $
    14,408
    
    
    $
    13,979Death benefits
    
    $
    5,059
    
    
    $
    6,626Reinsurance recoveries
    
    
    (1,629
    )
    
    
    (1,722
    )Net death benefits
    
    $
    3,430
    
    
    $
    4,904Increases in future life policy benefits
    
    $
    4,231
    
    
    $
    3,698Reinsurance reserve credits
    
    
    (1,071
    )
    
    
    (1,451
    )Net increases in future life policy
benefits
    
    $
    3,160
    
    
    $
    2,247Commissions
    
    $
    2,162
    
    
    $
    2,163Reinsurance commission allowance
    
    
    (1,762
    )
    
    
    (1,621
    )Net commissions
    
    $
    400
    
    
    $
    542
  15




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(in thousands)
    
    Three Months Ended
    
    Three Months EndedMarch 31, 2005
    
    March 31, 2004CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:Net income
    
    $
    3,549
    
    
    $
    6,516Adjustments to reconcile net income to net cash
used in operating activities:Amortization of deferred policy acquisition costs
    
    
    2,254
    
    
    
    228Other amortization
    
    
    232
    
    
    
    246Deferred federal income tax (benefit) expense
    
    
    (350
    )
    
    
    1,453Realized losses (gains) on investments
    
    
    1,353
    
    
    
    (2,848
    )Equity in earnings of limited partnerships
    
    
    (604
    )
    
    
    (155
    )Decrease in premium and other receivables
    
    
    454
    
    
    
    204Increase in accrued investment income
    
    
    (3,274
    )
    
    
    (3,330
    )Policy acquisition costs deferred
    
    
    (3,547
    )
    
    
    (3,476
    )Decrease (increase) in other assets
    
    
    2
    
    
    
    (95
    )Increase in reinsurance recoverables and reserve credits
    
    
    (341
    )
    
    
    (1,232
    )Decrease in prepaid federal income taxes
    
    
    2,261
    
    
    
    2,506Increase in future policy benefits and claims
    
    
    5,629
    
    
    
    3,338Increase (decrease) in other policyholder funds
    
    
    1,043
    
    
    
    (2,296
    )Decrease in reinsurance premium due
    
    
    (1,674
    )
    
    
    (1,089
    )Decrease in accounts payable and due to affiliates
    
    
    (1,289
    )
    
    
    (1,373
    )Net cash provided by (used in) operating activities
    
    $
    5,698
    
    
    
    ($1,403
    )
   16




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17




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
  FINANCIAL OVERVIEW
  REVENUES
 Analysis of Policy Revenue
  Analysis of Investment-related Income
   18




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
  Two year period endedMarch 31, 2005Erie Family Life Insurance Company indices:Fixed maturities
    
    
    5.75
    %Preferred stock
    
    
    8.94Other indices:Lehman Brothers U.S. Aggregate
    
    
    3.25
    %
 BENEFITS AND EXPENSES
 Analysis of Policy-related Benefits and Expenses
    19




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
 Analysis of Other Expenses
   20




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
 FINANCIAL CONDITION
 Investments
      21




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
   LIQUIDITY AND CAPITAL RESOURCES
     22




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
  FACTORS THAT MAY AFFECT FUTURE RESULTS
 Products with Interest Rate Guarantees
   Initial
    
    CurrentPolicy
    
    Guaranteed
    
    Guaranteed
    
    DepositYears
    
    Interest Rate
    
    Interest Rate
    
    Liabilities(in thousands)1-5
    
    
    4.5
    %
    
    
    4.5
    %
    
    $
    253,6916-10
    
    
    4.5
    
    
    
    4.0
    
    
    
    114,083Over 10
    
    
    4.5
    
    
    
    3.5
    
    
    
    188,487All Years
    
    
    3.0
    
    
    
    3.0
    
    
    
    32,462All Years
    
    
    1.5
    
    
    
    1.5
    
    
    
    38,685
  Market Conditions for Competing Products
  Investment Risk
  23




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
 Reinsurance
  Financial Ratings
    Implementation of New Valuation System
  Introduction
of
ErieConnection ®
  24




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
  Connection
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
 25




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
      Changes in Internal Control Over Financial Reporting
  26




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ITEM I. LEGAL PROCEEDINGS
       27




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ITEM 6. EXHIBITS
 Exhibits
 ExhibitNumber
    
    Description of Exhibit31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Statements of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 28




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##### Table of Contents



Erie Family Life Insurance Company(Registrant)Date: August 12, 2005
    
    /s/ Jeffrey A. Ludrof(Jeffrey A. Ludrof, President & CEO)/s/ Philip A. Garcia(Philip A. Garcia, Executive Vice President & CFO)
 29