FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                                (NO FEE REQUIRED)

For the fiscal year ended December 31, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                                [NO FEE REQUIRED]

For the transition period from              to

                         Commission File Number 2-39458

                       ERIE FAMILY LIFE INSURANCE COMPANY

              (Exact name of Company as specified in its charter)

           Pennsylvania                               25-1186315

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

100 Erie Insurance Place, Erie, Pennsylvania            16530
(Address of principal executive offices)             (Zip code)

Company's telephone number, including area code   (814) 870-2000


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.40 par value
                                (Title of class)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  Company  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

              Yes    X                            No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Company's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate the number of shares  outstanding  of each of the Company's  classes of
common stock,  as of the latest  practicable  date:  9,450,000  shares of Common
Stock outstanding on February 15, 2001.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Company's  Annual  Report to  shareholders  for the fiscal year
ended December 31, 2000 (the "Annual Report") are incorporated by reference into
Parts II and IV of this Form 10-K Report.



                                       1
<PAGE>


                                      INDEX


ITEM NUMBER AND CAPTION                                                    PAGE


                                     Part I

Item 1.    Business                                                          3

Item 2.    Properties                                                        7

Item 3.    Legal Proceedings                                                 7

Item 4.    Submission of Matters to a Vote of Security Holders               7

                                     Part II

Item 5.    Market for the Registrant's Common Stock and Related
           Shareholder Matters                                               8

Item 6.    Selected Financial Data                                           8

Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                               8

Item 7a.   Quantitative and Qualitative Disclosures About Market Risk        8

Item 8.    Financial Statements and Supplementary Data                       8

Item 9.    Changes In and Disagreements With Accountants on Accounting
           and Financial Disclosure                                          8

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant                 9

Item 11.  Executive Compensation                                            13

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management                                                        20

Item 13.  Certain Relationships and Related Transactions                    22

                                     Part IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K                                                       23


                                       2
<PAGE>

                                     PART I


ITEM 1.  BUSINESS

       Erie  Family  Life  Insurance  Company  (hereinafter  referred  to as the
       "Company" or "Erie Family Life") was  incorporated in the Commonwealth of
       Pennsylvania on May 23, 1967 and commenced business on September 1, 1967.
       The Company is  primarily  engaged in the  business of  underwriting  and
       selling  nonparticipating  individual and group life insurance  policies,
       including  universal  life.  Erie Family Life also sells  individual  and
       group annuities.  During the last quarter of 2000, the Company issued its
       first disability income product.  This product is designed to protect the
       Policyholder's  mortgage if the insured becomes disabled by providing the
       owner with income to maintain home mortgage  payments for the duration of
       the loan.  Erie Family  Life's  common  stock is owned by Erie  Indemnity
       Company  (21.6%) and by Erie Insurance  Exchange  (53.5%).  The remaining
       stock is held by the  public,  predominantly  by  directors,  agents  and
       employees of Erie Indemnity Company.

       Erie Indemnity Company is a Pennsylvania  business  corporation formed in
       1925  to  be  the   attorney-in-fact   for  Erie  Insurance  Exchange,  a
       Pennsylvania-domiciled  reciprocal insurance exchange. The Erie Indemnity
       Company's  principal  business activity consists of the management of the
       Exchange.   The  Erie   Indemnity   Company   also  is   engaged  in  the
       property/casualty   insurance   business   through   its   wholly   owned
       subsidiaries, Erie Insurance Company (Erie Insurance Co.), Erie Insurance
       Company  of New York  (Erie NY) and Erie  Insurance  Property  & Casualty
       Company (Erie P&C) and through its  management of Flagship City Insurance
       Company (Flagship), a subsidiary of the Erie Insurance Exchange. Together
       with the Erie  Insurance  Exchange,  the Erie  Indemnity  Company and its
       subsidiaries  and  affiliates,   including  Erie  Family  Life,   operate
       collectively under the name "Erie Insurance Group."

Products

       The  Company's  portfolio  of life  insurance  includes  permanent  life,
       endowment  and  term  policies,   including  whole  life,   mortgage  and
       decreasing term,  group,  and universal life insurance.  In terms of face
       value,  new life business  issued in 2000 and 1999 had a ratio of 8:1 and
       5:1,  respectively,  of term insurance to whole life insurance  coverage.
       Contributing  to the increased ratio of term to whole life insurance face
       value was the introduction of the Company's new life insurance product in
       late 1999, the ERIE Flagship Term. This new insurance product is designed
       for sale of face amounts of $300,000 and above.

       Life  insurance  premiums  and  annuity  deposits  have been the  primary
       sources of cash inflows for the Company.

<TABLE>
<CAPTION>
                                                              Classes of Life Insurance
                                                    Percentage of Total Sales, Net of Reinsurance

                                                          For the year ended December 31,

       Class                                         2000      1999       1998      1997      1996
       -----                                         ----      ----       ----      ----      ----
       <S>                                          <C>        <C>       <C>       <C>       <C>
       Ordinary Life (including Term,
         Whole Life and Universal Life)              94.2%      93.7%     93.4%     93.3%     93.3%
       Group and other                                5.8        6.3       6.6       6.7       6.7
                                                    -----      -----     -----     -----     -----
                                                    100.0%     100.0%    100.0%    100.0%    100.0%
</TABLE>


                                       3
<PAGE>


       Certain  elements  of revenue and expense  reflect  the  requirements  of
       Financial  Accounting  Standard  (FAS) 97.  FAS 97  prescribes  a uniform
       method  by  which  life  insurance  companies  record  certain  long-term
       contracts,    specifically   annuities,   universal   life,   and   other
       interest-sensitive  products. This method involves separating the premium
       income into the "premium"  portion  (shown in revenue)  which  represents
       insurance  protection  purchased,   and  the  "deposit"  portion,   which
       represents  funds to be held at  interest  for  future  uses.  Under this
       standard,  the "deposit" portion of the premium received is accounted for
       using methods applicable to comparable  "interest bearing obligations" of
       other types of financial institutions.

       The Erie  Insurance  Group  affiliated  property and  casualty  insurance
       companies  periodically purchase annuities from the Company in connection
       with the structured settlement of claims. Structured settlement annuities
       sold  to  affiliated  property/casualty  companies  totaled  $16,167,642,
       $23,312,225 and $17,883,171 in 2000, 1999, and 1998,  respectively.  Also
       included in the annuity deposits are annuity  contracts  purchased by the
       Erie  Insurance  Group  Retirement  Plan  for  Employees.  These  annuity
       contracts totaled  $5,626,892 in 2000,  $5,321,738 in 1999 and $6,413,460
       in 1998.

<TABLE>
<CAPTION>
                                                              Classes of Deposits
                                                         For the year ended December 31,

       Class                             2000              1999            1998           1997            1996
       -----                             ----              ----            ----           ----            ----

       <S>                          <C>             <C>            <C>              <C>             <C>
       Universal Life Deposit       $  11,198,124   $  11,792,172  $    10,692,515  $   10,733,738  $    9,465,576
       Annuity Deposit                 51,060,326      67,114,641       56,727,779      58,306,640      58,250,822
                                    -------------   -------------  ---------------  --------------  --------------
                                    $  62,258,450   $  78,906,813  $    67,420,294  $   69,040,378  $   67,716,398
</TABLE>

       Annuity  product  offerings  compete  with  other  available   investment
       products  including,  but not limited to,  common and  preferred  stocks,
       bonds,  mutual  funds and other  instruments.  The  Company's  ability to
       attract   policyholders   depends   in   large   part  on  the   relative
       attractiveness   of  its  products  compared  to  those  other  available
       products.   Factors  such  as  the  interest  rate  environment  and  the
       performance of the stock market influence this ability.

       The  Company  reinsures  a  portion  of its  business  under a number  of
       different reinsurance agreements. The primary purpose of this reinsurance
       is to enable the  Company to write a policy in an amount  larger than the
       Company is willing to assume for itself.  The  secondary  purposes are to
       receive  commissions  on the  reinsurance  ceded and in some instances to
       participate  in  the  profits  of  the  reinsured  business  by way of an
       "experience  rating refund." The Company  currently  reinsures with other
       insurance   companies  the  portion  of  the  insurance   coverage  above
       acceptable  retentions.  The retention  limits on an  acceptable  risk is
       $300,000 per life for individual and group  coverage.  For its disability
       income  product,  the Company has a 50%  coinsurance  agreement  with its
       reinsurer.  For its Erie  Flagship  Term  product,  the Company has a 50%
       coinsurance  agreement  with a maximum  retention  of  $300,000  with its
       reinsurers.

Marketing

       The  Company  markets  its  products  through  independent  agents in ten
       jurisdictions.  The 2000  statutory  direct  premium  revenue  for  those
       jurisdictions is made up of:  Pennsylvania  (66.69%),  Maryland  (7.03%),
       Ohio (6.88%),  Virginia (6.58%),  North Carolina  (3.54%),  West Virginia
       (3.21%),  Indiana (2.85%),  Tennessee  (.94%),  Illinois (.38%),  and the
       District of Columbia  (.06%).  The  policies  sold are  evaluated  by the
       Company's  Underwriting  Department which accepts or declines  applicants
       for insurance.  Premium on policies which are accepted may be standard or
       rated, depending on the nature of the risk.

       In the third  quarter  2001,  the ERIE  Insurance  Group will  expand its
       marketing  territory  into the  state of  Wisconsin.  In  Wisconsin,  the
       Company intends to write all lines of life,  health and annuity  products
       it currently offers.


                                       4
<PAGE>


Competition

       The Company operates in a highly  competitive  industry which consists of
       numerous  stock and mutual life  insurance  companies.  A large number of
       established  insurance  companies  compete in states in which the Company
       transacts  business and many of these  companies  offer more  diversified
       lines of insurance  coverage  and have  substantially  greater  financial
       resources than does the Company. Competition is based primarily on price,
       product  features,  availability of insurance  products and the financial
       strength of the Company.

       Federal  legislative  initiatives on financial services reform,  begun in
       1997,  culminated  in the  enactment  of Senate Bill 900,  the  Financial
       Services Modernization Act, which significantly changes the way insurance
       companies,  banks and securities firms are regulated.  The elimination of
       some regulatory barriers to banks entering the insurance market,  privacy
       initiatives  concerning the consumer data held by financial  institutions
       and  the   interjection   of  federal   government   agencies   into  the
       traditionally  state-regulated  insurance  industry may materially change
       the ground rules under which insurance products are marketed.

       Additionally, current and proposed future federal measures may affect the
       way the life insurance industry  distributes,  prices, and services their
       products.  These proposals may include possible changes to laws governing
       the taxation of insurance companies and life insurance products.

Life Reserves

       The Company  establishes  and  maintains  actuarial  reserves to meet its
       obligations on life insurance policies and annuities.  These reserves are
       amounts which, with additions from premiums to be received on outstanding
       policies  and with  interest  on such  reserves  compounded  annually  at
       certain  assumed  rates,  are  calculated to be sufficient to meet policy
       obligations at death or maturity in accordance with the mortality  tables
       employed when the policies are issued.

       Reserves for life  insurance  and  income-paying  annuity  future  policy
       benefits  have been computed  primarily by the net level  premium  method
       with  assumptions as to anticipated  mortality,  withdrawals,  lapses and
       investment  yields.  Deferred  annuity future policy benefit  liabilities
       have  been  established  at  accumulated  values  without  reduction  for
       surrender charges.  Reserves for universal life and investment  contracts
       are based on the contract account balance,  if future benefit payments in
       excess of the account balance are not guaranteed, or the present value of
       future benefit payments when such payments are guaranteed. Variations are
       inherent  in  such  calculations  due to the  estimates  and  assumptions
       necessary in the calculations. Interest rate assumptions for non-interest
       sensitive life insurance range from 3.5% to 4% on policies issued in 1980
       and prior years and 6% to 7.25% on policies issued in 1981 and subsequent
       years. Mortality and withdrawal assumptions are based on tables typically
       used in the industry.

       Annuities  are  subject  to  varying  interest  rates  determined  at the
       discretion  of the  Company  subject to certain  minimums.  During  2000,
       deposits to individual annuities earned interest at rates ranging from 5%
       to 6.25%.  Management  believes  the fair value of annuity and  universal
       life  deposits   approximates  the  amounts  recorded  in  the  financial
       statements,  since these obligations are generally subject to fluctuating
       interest rates.

Insurance Regulation

       The Company is subject to  supervision  and  regulation  by the insurance
       departments of the states in which it does business.  Although the extent
       of the regulation  varies from state to state,  generally the supervisory
       agencies are vested with broad regulatory powers relating to the granting
       and  revocation  of licenses to transact  business,  regulation  of trade
       practices,  licensing of agents,  approval of policy  forms,  deposits of
       securities  as for the benefits of policy  owners,  and  investments  and
       maintenance of specified reserves and capital, all designed primarily for
       the  protection of policy  owners.  In  accordance  with the rules of the
       National  Association of Insurance  Commissioners  (NAIC), the Company is
       examined  periodically by one or more of the state supervisory  agencies.
       The last  completed  examination  of the  Company  was  conducted  by the
       Pennsylvania  Insurance  Department  and  covered  the five  years  ended
       December  31,  1995.  The  Company  has  received  notification  from the
       Pennsylvania  Insurance Department of its intentions to examine, in 2001,
       the five year period ended  December 31, 2000.


                                       5
<PAGE>


       The  Commonwealth  of  Pennsylvania  follows the statutory  accounting
       practices minimum risk-based capital requirements on domestic  insurance
       companies that were  developed by the NAIC.  Companies below  specific
       trigger  points or ratios are  classified  within  certain levels,  each
       of which requires  specified  corrective action. The formulas for
       determining the amount of risk-based  capital specify various  weighing
       factors  that are  applied  to  financial  balances  or various levels of
       activity based on the perceived degree of risk. These formulas determine
       a ratio of the company's  regulatory total adjusted capital to its
       authorized control level risk-based capital, as defined by the NAIC.

       The NAIC levels and ratios are as follows:

                                             Ratio of Total Adjusted Capital to
              NAIC Required                 Authorized Control Level Risk-Based
              Regulatory Event                  Capital (Less Than or Equal to)

              Company action level            2 (or 2.5 with negative trends)
              Regulatory action level         1.5
              Authorized control level        1
              Mandatory control level          .7

       Erie Family Life has regulatory  total  adjusted  capital of $126 million
       and a ratio  of  total  adjusted  capital  to  authorized  control  level
       risk-based capital of more than 4.5:1 at December 31, 2000. The Company's
       ratios   significantly   exceed  the  minimum  NAIC  risk-based   capital
       requirements.

       In 1998,  the NAIC  completed  a process to codify  statutory  accounting
       practices  for  certain  insurance  enterprises   (Codification).   These
       codified  statutory  accounting  principles  will be effective  beginning
       January 1, 2001. The Codification will result in changes to the Company's
       statutory-basis financial statements.  The impact will not be material to
       the Company's statutory surplus.

Employees

       Services of 116 full-time  Employees are provided  through Erie Indemnity
       Company. Five of the employees are officers. Employee expenses along with
       other  operating  expenses  are paid by the Erie  Indemnity  Company  and
       reimbursed by the Company on a monthly  basis.  None of the Employees are
       covered by collective  bargaining agreements and the Company believes its
       Employee relations are good.

Other Data
                    The  Company's  Lapse  Rate  for  2000 and 1999 was 8.5% and
                    8.0%, respectively.

                    Total Life Insurance In Force for the last five years Net of
                    Reinsurance was:

                                2000 - $13,918,295,000
                                1999 - $13,031,594,000
                                1998 - $11,961,512,000
                                1997 - $10,754,141,000
                                1996 - $ 9,646,962,000

"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995:  Certain  forward-looking  statements  contained  herein involve risks and
uncertainties. Many factors could cause future results to differ materially from
those discussed. Examples of such factors include but are not limited to: better
(or worse) mortality rates, changes in insurance regulations or legislation that
disadvantage the Company in the marketplace and recession,  economic  conditions
or stock market changes  affecting  pricing or demand for insurance  products or
ability to generate  investment  income.  Growth and profitability have been and
will be potentially materially affected by these and other factors.


                                       6
<PAGE>


ITEM 2.  PROPERTIES

The Company owns real property for investment purposes as provided in Schedule I
"Summary  of  Investments  other  than  Investments  in Related  Parties."  This
investment  property is leased to the Erie Indemnity Company.  Rental income for
2000 was $308,732.  The executive and administrative  offices of the Company are
located  in  the   headquarters   office  of  Erie  Insurance   Group  in  Erie,
Pennsylvania.  The Company pays other members of the group an amount  determined
by an agreement  for office space and for the use of  facilities,  equipment and
services.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not involved in any material pending legal proceedings other than
ordinary routine litigation incidental to its business.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted  for a vote to  shareholders  during the fourth
quarter of 2000.


                                       7
<PAGE>


                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS


The  information  set forth on page 27 of the  Company's  2000 Annual  Report is
incorporated herein by reference.

The  following  sets  forth  the  range of high and low  closing  prices  of the
Company's stock by quarter:

                               2000                             1999
                         Low          High                Low          High
                         -----        -----               -----        -----
First Quarter            17 5/8       20 3/4              17 1/2       21 1/8

Second Quarter           17 3/8       21                  18 1/2       21

Third Quarter            18           19 1/2              19           21 1/2

Fourth Quarter           16           19                  20 1/8       21 15/16


ITEM 6.  SELECTED FINANCIAL DATA

The  information  contained  in  "Selected  Financial  Data"  on  page 20 of the
Company's 2000 Annual Report is incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  information  set forth on pages 21 through 27 of the Company's  2000 Annual
Report is incorporated herein by reference.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth on pages 25 and 26 of the Company's 2000 Annual Report
is incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 2000 Financial Statements and the Company's  Independent Auditors' Report on
pages 29 through 43 of the Company's 2000 Annual Report are incorporated  herein
by  reference,  as is the  unaudited  information  set forth in the Notes to the
Financial   Statements  under  the  caption  "Quarterly  Results  of  Operations
(Unaudited)" on pages 42 through 43.


ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

None.


                                       8
<PAGE>


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 12/31/00                            Held During the Last Five Years
<S>                                       <C>
Samuel P. Black, III 1,3,4                Director since 1997.  President, Treasurer  and Secretary, Samuel P. Black &
       58                                 Associates,  Inc.-insurance  agency;  Director--the Company,  Erie Insurance
                                          Company, Flagship City Insurance Company, Erie Insurance Property & Casualty
                                          Company  and  Erie  Indemnity  Company,  Attorney-in-Fact for Erie Insurance
                                          Exchange.

J. Ralph Borneman, Jr.3,4                 Director  since 1992.  President  and Chief Executive Officer, Body-Borneman
       62                                 Associates, Inc., insurance agency. President, Body-Borneman,Ltd. and  Body-
                                          Borneman,  Inc., insurance  agencies.  Director-the Company,  Erie Insurance
                                          Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie   Insurance
                                          Exchange,  Erie Insurance  Company of New York and National Penn Bancshares.

John J. Brinling, Jr.                     Executive  Vice  President  of  the  Company  since December 1990.  Division
       53                                 Officer 1984 - Present. Director--Erie Insurance Company of New York.


Patricia Garrison-Corbin 2,4,5C           Director  since  2000.  President, P.G. Corbin  &  Company  1987  -  Present.
       53                                 Director-the Company,  Erie  Insurance  Company  and  Erie Indemnity Company,
                                          Attorney-in-Fact for Erie Insurance Exchange.

Robert H. Dreyer                          Senior Vice President of the Company since 1990. Chief Actuary 1983- Present.
       63

Philip A. Garcia                          Executive  Vice  President  and  Chief Financial Officer of the Company,Erie
       44                                 Insurance  Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for   Erie
                                          Insurance Exchange, Flagship City Insurance Company, Erie Insurance Property
                                          & Casualty Company and Erie Insurance Company of New York since October 1997.
                                          Senior  Vice  President  and  Controller 1993 - 1997. Director-Flagship City
                                          Insurance  Company,  Erie  Insurance  Property & Casualty  Company  and Erie
                                          Insurance Company of New York.



<FN>
1 Member of Executive Committee
2 Member of Audit Committee
3 Member of Executive Compensation Committee
4 Member of Nominating Committee
5 Member of Investment Committee
C Committee Chairman
</FN>

</TABLE>


                                       9
<PAGE>


<TABLE>
<CAPTION>

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 12/31/00                            Held During the Last Five Years
<S>                                       <C>
Susan Hirt Hagen 1,*                      Director  since  1980.  Managing  Partner,  Hagen,  Herr  &  Peppin,  Group
       65                                 Relations Consultants  since  1990;  Director-the  Company,  Erie Insurance
                                          Company  and  Erie  Indemnity  Company, Attorney-in-Fact for Erie Insurance
                                          Exchange, since 1980.

F. William Hirt 1C,*                      Director since 1967.  Chairman of the Board of the Company,  Erie Insurance
       75                                 Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance
                                          Exchange,  Erie  Insurance  Property & Casualty  Company and Flagship  City
                                          Insurance  Company  since  September  1993;  Chairman  of the Board of Erie
                                          Insurance  Company of New York since April 1994.  Chairman of the Executive
                                          Committee of the Company and the Erie Indemnity  Company,  Attorney-in-Fact
                                          for Erie Insurance  Exchange since  November  1990;  Interim  President and
                                          Chief   Executive   Officer  of  the  Company,   Erie  Indemnity   Company,
                                          Attorney-in-Fact for Erie Insurance Exchange,  Erie Insurance Company, Erie
                                          Insurance Property & Casualty Company,  Flagship City Insurance Company and
                                          Erie  Insurance  Company of New York from  January 1, 1996 to February  12,
                                          1996;  Chairman of the Board,  Chief Executive  Officer and Chairman of the
                                          Executive    Committee   of   the   Company,    Erie   Indemnity   Company,
                                          Attorney-in-Fact for Erie Insurance Exchange and Erie Insurance Company for
                                          more than five years prior thereto;  Director--the  Company, Erie Insurance
                                          Company,   Flagship  City  Insurance   Company,   Erie  Indemnity  Company,
                                          Attorney-in-Fact  for Erie Insurance  Exchange,  Erie Insurance  Property &
                                          Casualty Company and Erie Insurance Company of New York.

Samuel P. Katz 2,3                        Director since 2000. Founder,  President and Chief Executive Officer, Enter
       51                                 Sport Capital  Advisors,  Inc. 1997 - Present;  Partner,  Stafford  Capital
                                          Partners,  L.P. 1994 - 1997; Director-- the Company, Erie Insurance Company
                                          and Erie Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange.

Claude C. Lilly, III 2                    Director since 2000. Interim Dean, Belk College of Business Administration,
       54                                 University of North  Carolina,  Charlotte  1998 - Present;  James H. Harris
                                          Chair  of  Risk   Management  and  Insurance,   Belk  College  of  Business
                                          Administration,  University  of North  Carolina,  Charlotte,  August 1997 -
                                          Present; Chief Executive Officer,  Quinstone, Inc., 1995 - 1996; Director--
                                          the  Company,   Erie  Insurance   Company  and  Erie   Indemnity   Company,
                                          Attorney-in-Fact for Erie Insurance Exchange.

<FN>
1 Member of Executive Committee
2 Member of Audit Committee
3 Member of  Executive Compensation Committee
* F. William Hirt is the brother of Susan Hirt Hagen.
C Committee Chairman
</FN>

</TABLE>


                                       10
<PAGE>


<TABLE>
<CAPTION>
                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 12/31/00                            Held During the Last Five Years
<S>                                       <C>
Stephen A. Milne 1,5                      Director since 1996.  President and Chief Executive Officer of the Company,
       52                                 Erie Insurance Company,  Erie Indemnity Company,  Attorney-in-Fact for Erie
                                          Insurance  Exchange,   Flagship  City  Insurance  Company,  Erie  Insurance
                                          Property & Casualty  Company and Erie  Insurance  Company of New York since
                                          1996;  Executive  Vice  President  of  the  Erie  Insurance  Company,  Erie
                                          Indemnity Company,  Attorney-in-Fact for Erie Insurance Exchange,  Flagship
                                          City Insurance Company, Erie Insurance Property & Casualty Company and Erie
                                          Insurance  Company  of New York 1994 - 1996.  Director--the  Company,  Erie
                                          Insurance  Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie
                                          Insurance  Exchange and Erie Insurance  Company of New York,  Flagship City
                                          Insurance Company and Erie Insurance Property & Casualty Company.

Henry N. Nassau 1,5                       Director  since 2000.  Managing  Director,  General  Counsel and Secretary,
       46                                 Internet Capital Group 1999 - Present; Partner and Chairman of the Business
                                          Dept.,  Dechert,  Price & Rhoads 1987 - 1999;  Director-- the Company, Erie
                                          Insurance  Company and Erie Indemnity  Company,  Attorney-in-Fact  for Erie
                                          Insurance Exchange.

Timothy G. NeCastro                       Senior  Vice  President  and  Controller  of the  Company,  Erie  Insurance
       40                                 Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance
                                          Exchange,  Flagship  City  Insurance  Company,  Erie  Insurance  Property &
                                          Casualty  Company  and  Erie  Insurance  Company  of New York  since  1997.
                                          Department Manager - Internal Audit 1996 - 1997.

John M. Petersen 1,4C                     Director since 1980. Retired;  President and Chief Executive Officer of the
       72                                 Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance
                                          Exchange, Erie Insurance Company,  Flagship City Insurance Company and Erie
                                          Insurance  Property  &  Casualty  Company  1993 - 1995 and  Erie  Insurance
                                          Company of New York 1994 - 1995;  President,  Treasurer and Chief Financial
                                          Officer  of the  Erie  Indemnity  Company,  Attorney-in-Fact  for the  Erie
                                          Insurance  Exchange,  Erie Insurance Company and Erie Family Life Insurance
                                          Company  1990 - 1993,  and of  Flagship  City  Insurance  Company  and Erie
                                          Insurance Property & Casualty Company since 1992 and 1993, respectively, to
                                          September 1993;  President,  Treasurer and Chief  Financial  Officer of the
                                          Company and Executive Vice President, Treasurer and Chief Financial Officer
                                          of the Erie  Indemnity  Company,  Attorney-in-Fact  for the Erie  Insurance
                                          Exchange and Erie Insurance Company for more than five years prior thereto;
                                          Director--the  Company,  Erie  Insurance  Company,  Flagship City Insurance
                                          Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance
                                          Exchange,  Erie  Insurance  Property &  Casualty  Company,  Erie  Insurance
                                          Company of New York, and Spectrum Control.

<FN>
1 Member of Executive Committee
4 Member of Nominating Committee
5 Member of Investment Committee
C Committee Chairman
</FN>

</TABLE>


                                       11
<PAGE>


<TABLE>
<CAPTION>

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 12/31/00                            Held During the Last Five Years
<S>                                       <C>
Jan R. Van Gorder 1                       Director since 1990. Senior Executive Vice President, Secretary and General
       53                                 Counsel of the Company,  Erie Indemnity Company,  Attorney-in-Fact for Erie
                                          Insurance  Exchange,  and Erie Insurance Company since 1990 and of Flagship
                                          City Insurance Company and Erie Insurance Property & Casualty Company since
                                          1992 and 1993, respectively and of Erie Insurance Company of New York since
                                          1994. Senior Vice President,  Secretary and General Counsel of the Company,
                                          Erie Insurance  Company and Erie Indemnity  Company,  Attorney-in-Fact  for
                                          Erie   Insurance   Exchange  for  more  than  five  years  prior   thereto;
                                          Director--the  Company,  Erie  Insurance  Company,  Flagship City Insurance
                                          Company, Erie Insurance Property & Casualty Company, Erie Insurance Company
                                          of New York and Erie Indemnity Company, Attorney-in-Fact for Erie Insurance
                                          Exchange.

Douglas F. Ziegler                        Senior  Vice  President,  Treasurer  and Chief  Investment  Officer  of the
       50                                 Company since 1993.  Senior Vice President,  Treasurer and Chief Investment
                                          Officer  of  the  Erie   Insurance   Company,   Erie   Indemnity   Company,
                                          Attorney-in-Fact  for Erie  Insurance  Exchange,  Flagship  City  Insurance
                                          Company and Erie Insurance  Property & Casualty  Company and Erie Insurance
                                          Company of New York. Director--Erie Insurance Company of New York.

Robert C. Wilburn 2C,3C,4,5               Director  since 1999.  Distinguished  Service  Professor,  Carnegie  Mellon
        57                                University  since 1999;  President and Chief  Executive  Officer,  Colonial
                                          Williamsburg Foundation 1992 - 1999; Director - the Company, Erie Insurance
                                          Company and Erie  Indemnity  Company,  Attorney-in-Fact  for Erie Insurance
                                          Exchange.


<FN>
1 Member of Executive Committee
2 Member of Audit Committee
3 Member of Executive Compensation Committee
4 Member of Nominating Committee
5 Member of Investment Committee
C Committee Chairman
</FN>

</TABLE>


                                       12
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

The  Company is a member of an  insurance  holding  company  system  pursuant to
Pennsylvania   law  under  which  insurance   companies  are  required  to  have
nominating,  audit and  executive  compensation  committees  composed  solely of
directors who are not officers,  employees or  controlling  shareholders  of the
Company or any entity controlling the Company.  Insurance  companies can satisfy
this  requirement  if the  insurance  company is  controlled  by an insurer or a
publicly held corporation that has committees that comply with this requirement.
Erie  Indemnity  Company,  holder of 21.6% of the Company's  stock  directly and
53.5% of the Company's stock as  attorney-in-fact  for Erie Insurance  Exchange,
has committees which meet these requirements.

The following table sets forth the compensation  during each of the three fiscal
years ended December 31, 2000, 1999, and 1998,  awarded to, earned by or paid to
the Chief  Executive  Officer of the  Company  and the four  other  most  highly
compensated  executive officers of the Company during 2000 for services rendered
in all  capacities  to the  Company,  Erie  Indemnity  Company,  Erie  Insurance
Exchange (the "Exchange") and their subsidiaries and affiliates.

<TABLE>
<CAPTION>
                                                      Annual Long-Term
                                                        Compensation


Name and                                                      Other Annual       Restricted       LTIP      All Other
Principal Position         Year        Salary     Bonus       Compensation      Stock Awards     Payouts    Compensation
------------------------------------------------------------------------------------------------------------------------
                                                     (1)           (2)               (3)            (4)         (5)
<S>                        <C>      <C>          <C>           <C>               <C>           <C>          <C>
Stephen A. Milne           2000     $   677,606  $   627,417   $     5,913       $   162,971   $    73,476  $    74,145
President and Chief        1999         633,600      495,201         2,595                 0             0       64,649
Executive Officer          1998         587,892      436,683         2,924                 0             0       66,051

Jan R. Van Gorder          2000     $   359,167  $   268,681   $     4,120       $    97,002   $    43,726  $    28,046
Senior Executive Vice      1999         335,482      150,653         2,614                 0             0       26,492
President, Secretary       1998         321,032      142,340         3,439                 0             0       27,887
& General Counsel

Jeffrey A. Ludrof          2000     $   273,985  $   203,145   $     1,362       $    48,173   $    21,715  $    18,265
Executive Vice             1999         216,432       95,769            76                 0             0       13,063
President                  1998         171,019       74,860             0                 0             0        5,444

Philip A. Garcia           2000     $   262,177  $   198,593   $     1,813       $    45,222   $    20,398  $    14,809
Executive Vice             1999         244,720      119,302           763                 0             0       13,475
President & Chief          1998         224,040       97,641           779                 0             0       20,677
Financial Officer

John J. Brinling Jr.       2000     $   248,530  $   160,129   $     2,246       $    64,807   $    30,780  $    29,375
Executive Vice             1999         238,168      101,575         2,454                 0             0       24,875
President of               1998         224,686      102,132         3,279                 0             0       25,731
EFL

</TABLE>

(1)    All amounts  exhibited  above are before  individual  income  taxes.  The
       amounts indicated in the "Bonus" column above represent amounts earned by
       the named  executives  during 2000,  1999 and 1998,  under the  Company's
       Annual  Incentive  Plan.  The purpose of the Annual  Incentive Plan is to
       promote the best interests of the Erie Insurance Exchange while enhancing
       shareholder  value  of the  Company  by  basing  a  portion  of  selected
       employees'  compensation  on the  performance  of such  employee  and the
       Company.   Performance   measures  are   established   by  the  Executive
       Compensation  Committee based on the attainment of individual performance
       goals and the  Company's  financial  goals  compared  to a selected  peer
       group.  The  amounts  indicated  also  include  reimbursement  for  minor
       perquisites  in the  amounts of  $16,708,  $10,696,  $9,253,  $10,274 and
       $14,771 for Messrs.  Milne,  Van Gorder,  Ludrof,  Garcia,  and Brinling,
       respectively.


                                       13
<PAGE>


(2)    Amounts indicated in the "Other Annual  Compensation"  column include the
       taxable  value of group term life  insurance in excess of $50,000 and the
       associated tax  reimbursement for the named executive  officers.  Amounts
       also include dividends paid on behalf of the Long-Term Incentive Plan.

(3)    The "Restricted  Stock Awards" column includes  Long-Term  Incentive Plan
       benefits awarded in February 2000 that remain  restricted at December 31,
       2000.  The shares were valued using the share price at December 31, 2000;
       these values are noted in the "Summary  Compensation  Table". For Messrs.
       Milne, Van Gorder, Ludrof, Garcia, and Brinling, respectively, the number
       of shares  awarded  were:  5,467,  3,254,  1,616,  1,517 and  2,174.  See
       "Long-Term  Incentive  Plan  Awards  in Last  Fiscal  Year"  table  for a
       detailed  description  of the Plan.  Long-Term  Incentive  Plan dividends
       earned in the current  year are reported in "Other  Annual  Compensation"
       when paid or in "All Other Compensation" when deferred.

(4)    The "LTIP  Payouts"  column  includes  Long-Term  Incentive Plan benefits
       awarded in February 2000 that became  unrestricted  at December 31, 2000.
       These shares were distributed in January 2001 and valued using the actual
       share price at the time of payment.  The number of shares distributed for
       Messrs.  Milne, Van Gorder,  Ludrof,  Garcia and Brinling,  respectively,
       were:  1,507,  897,  445,  506 and  346.  Messr.  Brinling  deferred  the
       distribution  of 543 shares;  these  shares  were valued  using the share
       price as of December 31, 2000.

(5)    Amounts   shown   in  the  "All   Other   Compensation"  column   include
       matching  contributions  made by the Company  pursuant  to the  Company's
       Employee  Savings  Plan,  premiums  paid by the  Company on behalf of the
       named individuals on the split dollar life insurance  policies,  expenses
       for spousal travel, and deferred dividends and related earnings.  For the
       year 2000,  contributions  made to the Employee  Savings Plan amounted to
       $20,143,  $10,736, $8,214, $7,831 and $7,456, on behalf of Messrs. Milne,
       Van Gorder, Ludrof, Garcia and Brinling, respectively. For the year 1999,
       contributions  made to the  Employee  Savings  Plan  amounted to $14,308,
       $9,084, $6,365, $6,461 and $7,145 on behalf of Messrs. Milne, Van Gorder,
       Ludrof,   Garcia  and   Brinling,   respectively.   For  the  year  1998,
       contributions  made to the  Employee  Savings  Plan  amounted to $15,507,
       $10,391,  $5,444,  $6,559  and  $7,911 on behalf of  Messrs.  Milne,  Van
       Gorder, Ludrof, Garcia and Brinling,  respectively.  Premiums paid during
       2000 for split  dollar life  insurance  policies for Messrs.  Milne,  Van
       Gorder,  Ludrof,  Garcia,  and  Brinling,  respectively,  were:  $50,132,
       $17,310, $6,674, $6,978 and $17,634.  Premiums paid during 1999 for split
       dollar life insurance  policies for Messrs.  Milne,  Van Gorder,  Ludrof,
       Garcia and Brinling,  respectively,  were as follows:  $50,341,  $17,408,
       $6,698,  $7,014 and $17,730.  Premiums  paid during 1998 for split dollar
       life insurance policies for Messrs. Milne, Van Gorder, Ludrof, Garcia and
       Brinling,  respectively, were as follows: $50,544, $17,496, $-0-, $14,118
       and  $17,820.  The Company is entitled to recover the  premiums  from any
       proceeds  paid on such  split  dollar  life  insurance  policies  and has
       retained  a  collateral  interest  in each  policy  to the  extent of the
       premiums paid with respect to such policies.  Expenses for spousal travel
       were  $3,870,  $-0-,  $3,377,  $-0- and $3,377,  for Messrs.  Milne,  Van
       Gorder, Ludrof, Garcia and Brinling,  respectively.  Messr. Brinling also
       had deferred dividends of $881 and interest on deferred dividends of $27.

Agreements with Executive Officers

     The Company has  entered  into  employment  agreements  with the  following
     senior executive officers of the Company:  Stephen A. Milne,  President and
     Chief Executive Officer of the Company; Jan R. Van Gorder, Senior Executive
     Vice  President,  Secretary and General  Counsel of the Company;  Philip A.
     Garcia,  Executive  Vice  President  and  Chief  Financial  Officer  of the
     Company;  Jeffrey A. Ludrof,  Executive  Vice  President of the Company and
     John J. Brinling, Jr., Executive Vice President of EFL. At a meeting of the
     Board of  Directors  held on  December  12,  2000,  the Board of  Directors
     extended the term of each executive officer's  employment agreement for one
     year. The employment agreements have the following principal terms:


                                       14
<PAGE>


(a)       A four-year term for Mr. Milne, expiring in December 2004, and for the
          other executives a two-year term expiring in December 2002, unless the
          agreement is theretofore terminated in accordance with its terms, with
          or without cause,  or due to the disability or death of the officer or
          notice of nonrenewal  is given by the Company or the executive 30 days
          before any anniversary date;

(b)       A minimum annual base salary at least equal to the executive's  annual
          base  salary  at  the  time  the  agreement  was  executed, subject to
          periodic   review   to   reflect  the   executive's   performance  and
          responsibilities,  competitive  compensation  levels and the impact of
          inflation;

(c)       The eligibility   of  the  executive  under  the  Company's  incentive
          compensation programs and employee benefit plans;

(d)       The  establishment  of  the  terms  and  conditions  upon  which   the
          executive's  employment  may be  terminated  by the  Company  and  the
          compensation  of the executive in such  circumstances.  The agreements
          provide  generally,  among other things,  that if the employment of an
          executive is terminated without Cause (as defined in the agreement) by
          the  Company or by the  executive  for Good  Reason (as defined in the
          agreement)  then the  executive  shall be entitled to receive:  (i) an
          amount equal to the sum of three times the executive's  highest annual
          base salary during the  preceding  three years plus an amount equal to
          three  times the total of the  executive's  highest  award  during the
          preceding three years under the Company's  Annual Incentive Plan; (ii)
          any award or other  compensation  to which the  executive  is entitled
          under  the  Company's   Long-Term  Incentive  Plan;  (iii)  continuing
          participation  in any  employee  benefit  plans  for a period of three
          years  following  termination  to the  extent  the  executive  and his
          dependents  were eligible to participate in such programs  immediately
          prior to the executive's  termination;  and (iv) immediate vesting and
          nonforfeitability of accrued benefits under the Company's Supplemental
          Retirement  Plan  for  Certain  Members  of the Erie  Insurance  Group
          Retirement  Plan  for  Employees  ("Supplemental  Employee  Retirement
          Plan");

(e)       Provisions relating to  confidentiality and nondisclosure following an
          executive's termination; and

(f)       An agreement  by the  executive  not to compete with the Company for a
          period of one year following his  termination, unless his  termination
          was without Cause.

Stock Options and Stock Appreciation Rights

The Company does not have a stock option plan, nor has it ever granted any stock
option or stock  appreciation  right to any of the persons  named in the Summary
Compensation Table.

Long-Term Incentive Plan

The  Company has  established  a  Long-Term  Incentive  Plan that is designed to
enhance the growth and  profitability  of the Company by providing the incentive
of long-term  rewards to key  employees  who are capable of having a significant
impact on the  performance  of the Company;  to attract and retain  employees of
outstanding  competence  and ability and to further  align the interests of such
employees with those of the  shareholders of the Company.  The Plan was approved
by shareholders in 1997 as a  performance-based  plan under the Internal Revenue
Code of 1986,  as amended  (the  Code).  Each of the named  executives  has been
granted  awards of phantom share units under the Company's  Long-Term  Incentive
Plan based upon a target award  calculated  as a percentage  of the  executive's
base salary.  The total value of any phantom  share units will be  determined at
the end of the  performance  period  based  upon  the  growth  in the  Company's
retained  earnings.  Each executive will then be entitled to receive  restricted
shares of Class A Common Stock of the Erie Indemnity Company equal to the dollar
value of the  phantom  share  units at the end of the  performance  period.  The
vesting period for the restricted  shares of Class A Common Stock issued to each
executive  is  three  years  after  the  end of the  performance  period.  If an
executive  ceases to be an employee prior to the end of the performance  period,
the executive  forfeits all phantom share units awarded.  If an executive ceases
to be an employee prior to the end of the vesting period, the executive forfeits
all unvested  restricted  shares  previously  granted.  The following table sets
forth  target  awards  granted to the  Company's  five  highest  paid  executive
officers (i) for the three-year  performance  period 2000 through 2002, (ii) for
the  three-year  performance  period  of 1999  through  2001 and  (iii)  for the
three-year performance period of 1998 through 2000.


                                       15
<PAGE>


<TABLE>
<CAPTION>

                            LONG-TERM INCENTIVE PLAN
                           AWARDS IN LAST FISCAL YEAR
------------------------------------------------------------------------------------------------------------------------------------

Name                   Number of Shares,      Performance                          Estimated Future Payouts
                        Units or Other      or Other Period                            Under Non-Stock
                          Rights (#)       Until Maturation                            Price-Based Plans
                                                or Payout
-------------------------------------------------------------------------------------------------------------------------------
                      Phantom Share Units                      Threshold          Target          Maximum
-------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                  <C>            <C>                  <C>
Milne, S.                    75,602           1998-2000            -0-            $377,623             (1)
                             79,031           1999-2001            -0-            $420,000             (1)
                             97,047           2000-2002            -0-            $513,600             (1)

Van Gorder, J.               22,495           1998-2000            -0-            $112,361             (1)
                             33,224           1999-2001            -0-            $176,568             (1)
                             35,365           2000-2002            -0-            $187,162             (1)

Garcia, P.                   14,028           1998-2000            -0-            $ 70,070             (1)
                             23,083           1999-2001            -0-            $126,500             (1)
                             25,815           2000-2002            -0-            $136,620             (1)

Brinling, J.                 15,023           1998-2000            -0-            $ 75,038             (1)
                             23,520           1999-2001            -0-            $124,992             (1)
                             25,035           2000-2002            -0-            $132,492             (1)

Ludrof, J.                   11,953           1998-2000            -0-            $ 59,707             (1)
                             23,427           1999-2001            -0-            $124,498             (1)
                             25,815           2000-2002            -0-            $136,620             (1)

<FN>
(1)     There  is no  maximum  payout  limitation  for a  specific  performance
        period.  However,  the maximum value of phantom share units that may be
        earned by any named executive in any year shall not exceed $500,000.
</FN>

</TABLE>


                                       16
<PAGE>


Pension Plan

The following table sets forth the estimated total annual benefits  payable upon
retirement  at age 65  under  the  Erie  Insurance  Group  Retirement  Plan  for
Employees and the  Supplemental  Employee  Retirement  Plan  collectively,  (the
"Retirement Plans").

                           PENSION PLAN TABLE

                            Years of Service

Remuneration          15          20           25           30           35
------------------------------------------------------------------------------
 $ 150,000      $  45,000    $   60,000   $   75,000   $   90,000    $  90,000
   200,000         60,000        80,000      100,000      120,000      120,000
   250,000         75,000       100,000      125,000      150,000      150,000
   300,000         90,000       120,000      150,000      180,000      180,000
   350,000        105,000       140,000      175,000      210,000      210,000
   400,000        120,000       160,000      200,000      240,000      240,000
   450,000        135,000       180,000      225,000      270,000      270,000
   500,000        150,000       200,000      250,000      300,000      300,000
   550,000        165,000       220,000      275,000      330,000      330,000
   600,000        180,000       240,000      300,000      360,000      360,000
   650,000        195,000       260,000      325,000      390,000      390,000
   700,000        210,000       280,000      350,000      420,000      420,000
   750,000        225,000       300,000      375,000      450,000      450,000
   800,000        240,000       320,000      400,000      480,000      480,000


The compensation  covered by the Retirement Plans is the base salary reported in
the Summary Compensation Table.

Under the  Retirement  Plans,  credited  years of service is capped at 30 years.
Credited  years of  service  for each of the  individuals  named in the  Summary
Compensation Table is as follows: Stephen A. Milne - 24 years, Jan R. Van Gorder
- 20 years,  John J. Brinling,  Jr. - 30 years,  Philip A. Garcia - 20 years and
Jeffrey A. Ludrof - 20 years.

The benefits under  Retirement  Plans are computed on the basis of straight-life
annuity amounts and a life annuity with a ten-year certain benefit. The benefits
listed in the  Pension  Plan  Table are not  subject  to  deduction  for  Social
Security or other offset  amounts.  The  information in the foregoing table does
not reflect certain limitations imposed by the Code. Beginning in 1994, the Code
prohibits  the  inclusion of earnings in excess of $150,000  per year  (adjusted
periodically  for cost of living  increases)  in the  average  earnings  used to
calculate  benefits.  The Code also limits the maximum annual pension (currently
$140,000,  but adjusted  periodically for cost of living  increases) that can be
paid to each eligible  employee.  A Supplemental  Employee  Retirement  Plan for
senior management is in effect which provides benefits in excess of the earnings
limitations imposed by the Code similar to those provided to all other full time
employees  as if the Code  limitations  were not in effect.  Those  benefits are
incorporated into the Pension Plan Table.

Director Compensation

The annual retainer for the directors of all members of the Group, including the
Company,  is $25,000,  plus $1,500 for each meeting attended and $1,500 for each
committee meeting attended plus an additional $2,000 per year for each committee
chairperson.  The directors are also  reimbursed for their expenses  incurred in
attending  meetings.  Officers  of the Company  who serve as  directors  are not
compensated  for  attendance  at  meetings  of the  Board of  Directors  and its
committees. The Erie Indemnity Company also has a deferred compensation plan for
certain  directors of the Company.  The Company receives an allocated portion of
its share of these  charges.  The total amount  allocated to the Company in 2000
for directors  fees and other charges was  $131,281.  Director  Petersen also is
compensated pursuant to a consulting arrangement as disclosed in Item 13.


                                       17
<PAGE>


Compensation Committee Interlocks and Insider Participation

The Executive  Compensation  Committee  (the  "Compensation  Committee")  of the
Company presently consists of Robert C. Wilburn, Chairman, Samuel P. Black, III,
J.  Ralph  Borneman,  Jr.,  and Samuel P.  Katz.  No member of the  Compensation
Committee  is a former or current  officer or  employee of the Company or any of
its affiliates(1). Furthermore, no executive  officer of the Company serves as a
member of a compensation  committee of another  entity,  one of whose  executive
officers serves on the Compensation  Committee, or as a director of the Company,
nor does any  executive  officer of the  Company  serve as a director of another
entity,  one of whose executive  officers serves on the Compensation  Committee.
Mr.  Borneman is the  President  and a principal  shareholder  of  Body-Borneman
Associates, Inc., Body-Borneman, Inc. and Body-Borneman,  Ltd., all of which are
independent insurance agencies representing a number of insurers,  including the
Company and its insurance affiliates. Mr. Black is the President,  Treasurer and
Secretary and a principal  shareholder  of Samuel P. Black &  Associates,  Inc.,
which is an  independent  insurance  agency  representing  a number of insurers,
including the Company and its insurance affiliates.
---------------------------------------------------

1. J. Ralph  Borneman,  Jr. is an officer  and a  principal  shareholder  of the
   insurance  agencies  named  herein  which receive commissions in the ordinary
   course of business from the  Company.  Mr.  Borneman  does not  qualify as an
   outside director  for  purposes  of  approving   performance-based  incentive
   plans as qualified under section 162(m) of the Code. Mr. Borneman has excused
   himself from voting on such plans as a member of the Compensation Committee.

   Samuel P. Black,  III is an officer of the  insurance  agencies  named herein
   which  receive  commissions  in  the  ordinary  course  of  business from the
   Company. Mr. Black does not qualify as an outside  director  for  purposes of
   approving performance-based incentive plans as qualified under section 162(m)
   of the Code. Mr.  Black has  excused  himself  from  voting on such  plans as
   a member of the Compensation Committee.

Report of the Executive Compensation Committee of the Company

The Compensation Committee is charged with the duty of recommending to the Board
of Directors the  compensation of the three highest paid officers of the Company
and  such  other   officers  as  are  determined  by  the  Board  of  Directors;
recommending  to the  Board  of  Directors  all  forms  of  bonus  compensation,
including incentive  programs,  that would be appropriate for the Company and to
undertake such other  responsibilities  as may be delegated to the  Compensation
Committee by the Board of Directors.  The Board of Directors has  authorized the
Compensation  Committee  to consider the  compensation  of the four highest paid
officers,  including the Chief Executive Officer. The Compensation  Committee is
currently  composed of four  directors  who are not officers or employees of the
Company or any of its affiliates.  The purpose of the Compensation  Committee is
to determine the level and  composition  of  compensation  that is sufficient to
attract and retain top quality executives for the Company.

The  objectives of the Company's  executive  compensation  practices are to: (1)
attract,  reward and retain key executive  talent and (2) to motivate  executive
officers to perform to the best of their abilities and to achieve short-term and
long-term  corporate  objectives  that will  contribute  to the overall  goal of
enhancing shareholder value and policyholder security. To that end, compensation
comparisons  are  made to  benchmark  positions  at other  insurers  in terms of
compensation levels and composition of the total compensation mix.

Under Section  162(m) of the Code,  the Company is not allowed a federal  income
tax deduction for  compensation,  under certain  circumstances,  paid to certain
executive  officers to the extent that such compensation  exceeds $1 million per
officer in any fiscal  year.  Stephen A. Milne,  President  and Chief  Executive
Officer of the  Company  is the only  officer of the  Company  who has  received
compensation  in  excess  of  $1  million  in  any  fiscal  year  to  date.  The
Compensation  Committee  may  consider  adopting  policies  with respect to this
limitation on deductibility when appropriate.

The Compensation  Committee  reviewed the salary ranges and base salaries of the
four highest paid executives,  including the Chief Executive  Officer,  in 2000.
The Compensation  Committee has position  descriptions for the four highest paid
executives of the Company,  including the Chief Executive Officer,  which define
the responsibilities and duties of each position. The position descriptions also
delineate the functional  areas of  accountability  and the  qualifications  and
skills required to perform such  responsibilities  and duties.  The Compensation
Committee then reviews the salary ranges for the Chief Executive Officer and the
other three  highest paid  executives,  comparing the ranges to third party data
compiled  for  similar  positions  with other  property  and  casualty  and life
insurers.


                                       18
<PAGE>


In reviewing the salary ranges for the four highest paid  executives,  including
the Chief Executive  Officer,  the Compensation  Committee  references  Sibson's
Management  Compensation  Survey published  annually by Sibson & Company,  Inc.,
which summarizes  compensation data for more than 100 insurance  companies.  The
data is reported by position,  company asset size and premium volume. The unique
aspects of each  position,  its duties and  responsibilities,  the effect on the
performance  of the  Company,  the number of employees  supervised  directly and
other  criteria  are  also   considered  in  setting  the  base  salaries.   The
Compensation  Committee  also  consulted  data  obtained from Towers  Perrin,  a
nationally  recognized  consulting firm with specific expertise in the insurance
industry, to make recommendations regarding executive compensation.

The  level  of  compensation  for each  executive  reflects  his or her  skills,
experience and job performance.  Normally, base salary will not be less than the
minimum for the salary range  established  for each position.  Executives with a
broader range of skills,  experience and consistently  high performance with the
Company may receive  compensation  above the midpoint for the established salary
range.

Compensation  for the Chief  Executive  Officer  consists  primarily  of salary,
annual incentive and long-term  incentive  payments and minor  perquisites which
amount to less than 10% of the Chief Executive  Officer's  salary and bonus. The
Board of Directors  approved  adoption of an annual incentive plan and long-term
incentive  plan for  senior  executives  of the  Company as  recommended  by the
Executive  Committee  at its  meeting of March 11, 1997 (the  "Annual  Incentive
Plan" and the  "Long-Term  Incentive  Plan,"  respectively).  The purpose of the
Annual  Incentive  Plan is to promote the best  interests of the Exchange  while
enhancing  shareholder  value of the Company and to promote  the  attainment  of
significant  business  objectives for the Company and its affiliates by basing a
portion of the executives' compensation on the attainment of both premium growth
and underwriting  profitability  goals. The annual incentive awards will be paid
in cash only.

Annual  Incentive  Plan target award  levels,  expressed as a percentage of base
salary, are established annually by the Compensation  Committee.  Payments under
the Annual  Incentive  Plan are based on a combination  of individual  executive
performance and the performance of the Company and its affiliates.

The Long-Term  Incentive  Plan,  which was approved by shareholders on April 27,
1997,  for purposes of  qualifying  the plan as a  performance-based  plan under
Section 162(m) of the Code, is designed to maximize  returns to  shareholders by
linking executive  compensation to the overall  profitability of the Company and
its affiliates.  Target award amounts, expressed as a percentage of base salary,
are determined by comparisons to peer companies and approved by the Compensation
Committee.

Performance  factors  applicable  to the  Company  and its  affiliates,  such as
property  and casualty  insurance  loss ratios,  investment  portfolio  returns,
overall profitability, as well as other factors are considered in evaluating the
Chief Executive Officer's performance.  Such performance factors were considered
in approving Mr. Milne's 2000 compensation.  Compensation of the next three most
highly compensated  individuals is determined by the Compensation  Committee and
is based upon the factors and processes  enumerated,  i.e., a determination of a
salary range based upon market data and evaluation of the executive with respect
to the  executive's  job  description  and his or her position within the salary
range.

Compensation  of the next highest paid  executives  (other than the four highest
paid executives) is based upon the Company's  established standard  compensation
policies and is not determined by the Compensation Committee.

The Company's Executive Compensation Committee:

                Robert C. Wilburn, Chairman
                Samuel P. Black, III
                J. Ralph Borneman, Jr.
                Samuel P. Katz


                                       19
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of 2/15/01

(a)  Shares beneficially owned directly or indirectly by all affiliates:

    Name & Address                      Shares
    of Beneficial                    Beneficially                  Percent of
       Owner                            Owned                         Class


  Erie Indemnity Company            2,043,900(1)                    21.6%(1)
  100 Erie Insurance Place              Direct
  Erie, PA  16530

  Erie Insurance Exchange           5,055,562(1)                    53.5%(1)
  100 Erie Insurance Place              Direct
  Erie, PA  16530

(b)  Shares beneficially owned directly or indirectly by all Directors and
     Officers:

    Name & Address                        Shares
    of Beneficial                      Beneficially                Percent of
       Owner                              Owned                      Class



  Samuel P. Black, III                      132,397                  1.40%
  1091 Dutch Road
  Fairview, PA  16415

  J. Ralph Borneman                           1,536                   .02%
  160 N. Funk Road
  Boyertown, PA  19512

  Susan Hirt Hagen                          154,782                  1.64%
  5727 Grubb Rd.
  Erie, PA  16506

  F. William Hirt                           167,034                  1.77%
  3270 Kingston Court
  Erie, PA  16506

  Stephen A. Milne                              200                    --
  100 Culbertson Drive
  Lake City, PA 16423

  John M. Petersen                           92,141                   .98%
  124 Voyageur Dr.
  Erie, PA  16505

  Jan R. Van Gorder                              75                    --
  6796 Manchester Beach Road
  Fairview, PA  16415


                                       20
<PAGE>



(b)  Shares beneficially owned directly or indirectly by all Directors and
     Officers:

    Name & Address                        Shares
    of Beneficial                      Beneficially                Percent of
       Owner                              Owned                      Class



  Robert C. Wilburn                             500                    --
  P.O. Box 376
  Blairsville, PA  15717

  John J. Brinling, Jr.                       1,260                   .01%
  1522 Sumner Drive
  Erie, PA  16505

  Robert H. Dreyer                              600                   .01%
  465 Hawthorne Trace
  Fairview, PA  16415

  Philip A. Garcia                            1,275                   .01%
  786 Stockbridge Drive
  Erie, PA  16505

  Douglas F. Ziegler                            570                    --
  378 Ridgeview Drive
  Erie, PA  16505

  Officers and directors
  as a group (12 persons)                   552,370(2)               5.85%(2)


      (1)The  Exchange is a  reciprocal  insurance  exchange  controlled  by its
         subscribers,  each of whom has designated Erie Indemnity  Company (EIC)
         as such subscriber's  attorney-in-fact for certain purposes,  including
         EIC's  holding of Common Stock of the Company.  There are two H.O. Hirt
         Trusts,  one for the benefit of F. William Hirt and one for the benefit
         of Susan Hirt Hagen.  Each of the H.O.  Hirt Trusts is the record owner
         of 1,170 shares of Class B Common Stock,  or 38.11% of the  outstanding
         shares of EIC's Class B Common  Stock.  The  trustees of the H.O.  Hirt
         Trusts are F. William Hirt, Susan Hirt Hagen and Banker's Trust Company
         of New York. Mr. Hirt and Mrs. Hagen,  who are brother and sister,  are
         each the beneficial  owner of 1,170 shares of Class B Common Stock held
         by the H.O. Hirt Trusts. An additional 13.4% of the EIC voting stock is
         beneficially owned by Samuel P. Black, III.

      (2)Includes direct and indirect  beneficial  ownership and shares owned by
         and with spouses.

(c)  There are no contractual arrangements known to the Company which may result
     in a change in control of the Company.


                                       21
<PAGE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Directors  Borneman and Black are officers and  principal  shareholders  of
     insurance  agencies  which receive  insurance  commissions  in the ordinary
     course of business  from Erie Family Life and its  affiliates in accordance
     with the companies'  standard  commission  schedules and agents' contracts.
     Such  payments  made in 2000 to the  agencies  for  commissions  written on
     insurance policies from the property and casualty  affiliated  insurers and
     Erie Family Life Insurance  Company amounted to $3,233,667 and $454,198 for
     the  Borneman  and the Black  insurance  agencies,  respectively.  Of these
     amounts, the Company paid commissions of $96,583 and $8,360 to the Borneman
     and the Black insurance agencies, respectively.

     Director Borneman, in his capacity as an insurance agent, placed a worker's
     compensation  insurance  policy  covering  employees  of the  Company  with
     Fireman's Fund Insurance  Company.  Although director Borneman has received
     no compensation to date in connection with the placement of that policy, in
     the future he may be entitled to receive a commission  from  Fireman's Fund
     in accordance  with  Fireman's  Fund's  standard  commission  schedules and
     agents' contracts for placing that insurance policy.

     John M.  Petersen,  a director  and former  President  and Chief  Executive
     Officer,  and previous Chief Investment Officer of the Erie Insurance Group
     of  Companies,  who retired as an  employee of the Company on December  31,
     1995,  entered into a  consulting  arrangement  with the Company  effective
     January 2, 1996.  Under the terms of the  arrangement,  the Company engaged
     Mr.  Petersen as a consultant  to furnish the Company,  the Erie  Insurance
     Exchange, and Erie Indemnity Company and its pension trust, with investment
     services  with  respect  to  their   investments  in  common   stocks.   As
     compensation  for  services  rendered  by Mr.  Petersen,  a fee of .15 of 1
     percent,  on an  annualized  basis,  of the total fair market  value of the
     common stocks under management,  is paid to Mr. Petersen.  The Company also
     pays for all necessary and reasonable  expenses  related to Mr.  Petersen's
     consulting services performed under this arrangement. The compensation paid
     to Mr.  Petersen under this  arrangement  in 2000 by the Company,  the Erie
     Insurance Exchange,  the Erie Indemnity Company,  and the pension trust was
     $120,521, $5,926,850, $145,010 and $166,372, respectively.


                                       22
<PAGE>


                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)       (1) The following  financial  statements of the Company and the report
          of independent certified public accountants are incorporated herein by
          reference  to pages 29 through 43 in the  Company's  annual  report to
          shareholders for the year ended December 31, 2000.

               Independent Auditors' Report
               Statements  of  Financial  Position - December  31, 2000 and 1999
               Statements of Operations  for the years ended  December 31, 2000,
               1999  and 1998
               Statements of Cash Flows for the years  ended December  31, 2000,
               1999 and 1998
               Statements of Shareholders' Equity for the years ended December
               31, 2000, 1999 and 1998
               Notes to Financial Statements

          (2) The following financial statement schedules  are  included in this
          report on FORM 10-K:

                                                                        Page

               Independent Auditors' Report on Schedules                 26

               Schedule I - Summary of Investments other than
               Investments in Related Parties                            27

               Schedule III - Supplementary Insurance Information        28

               Schedule IV - Reinsurance                                 30

          All other  schedules  for which  provision  is made in the  applicable
          accounting  regulation of the Securities  and Exchange  Commission are
          not required under the related  instructions or are inapplicable,  and
          therefore, have been omitted.

          (3) Exhibits:

           Exhibit
           Number        Description of Exhibit

             3.1*        Amended and Restated By-laws of Registrant

            10.1**       1997 Annual Incentive Plan of Erie Indemnity Company

            10.2**       Erie Indemnity Company Long-Term Incentive Plan

            10.3**       Employment Agreement effective December 16, 1997 by and
                         between Erie Indemnity Company and Stephen A. Milne

            10.4**       Employment Agreement effective December 16, 1997 by and
                         between Erie Indemnity Company and Jan R. Van Gorder

            10.5**       Employment Agreement effective December 16, 1997 by and
                         between Erie Indemnity Company and Philip A. Garcia

            10.6**       Employment Agreement effective December 16, 1997 by and
                         between Erie Indemnity Company and John J. Brinling,Jr.

            10.7***      Employment Agreement effective June 30, 1999 by and
                         between Erie Indemnity Company and Jeffrey A. Ludrof

            10.8***      Employment Agreement effective December 15, 1999 by and
                         between Erie Indemnity Company and Douglas F. Ziegler

            10.9***      Addendum to Employment Agreement effective December 15,
                         1999 by and between Erie Indemnity  Company and Stephen
                         A. Milne

            10.10***     Addendum to Employment Agreement effective December 15,
                         1999 by and between Erie Indemnity Company and Jan R.
                         Van Gorder

            10.11***     Addendum to Employment Agreement effective December 15,
                         1999  by  and between Erie Indemnity Company and Philip
                         A. Garcia

            10.12***     Addendum to Employment Agreement effective December 15,
                         1999  by and between Erie Indemnity Company and John J.
                         Brinling


                                       23
<PAGE>


      (3) Exhibits: (CONTINUED)

           Exhibit
           Number        Description of Exhibit

            10.13***     Addendum to Employment Agreement effective December 15,
                         1999 by and between Erie Indemnity Company and Jeffrey
                         A. Ludrof

            10.14        Addendum to Employment Agreement effective December 15,
                         2000 by and between Erie Indemnity Company and  Stephen
                         A. Milne

            10.15        Addendum to Employment Agreement effective December 15,
                         2000 by and between Erie  Indemnity  Company and Jan R.
                         Van Gorder

            10.16        Addendum to Employment Agreement effective December 15,
                         2000 by and between Erie  Indemnity  Company and Philip
                         A. Garcia

            10.17        Addendum to Employment Agreement effective December 15,
                         2000 by and between Erie  Indemnity  Companyand John J.
                         Brinling

            10.18        Addendum to Employment Agreement effective December 15,
                         2000 by and between Erie Indemnity Company and Jeffrey
                         A. Ludrof

            10.19        Addendum to Employment Agreement effective December 15,
                         2000 by and between Erie Indemnity Company and  Douglas
                         F. Ziegler

            13           2000  Annual Report to Shareholders.  Reference is made
                         to  the  Annual  Report  furnished  to  the Commission,
                         herewith.

            27           Financial Data Schedule

            99.1         Audit Committee Charter

------------------

*         Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December 31, 1998 that was filed with the Commission on March 9, 1999.

**        Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December  31,  1997 that was filed  with the  Commission  on March 11,
          1998.

***       Such exhibit is  incorporated  by reference to the like titled exhibit
          in the  Registrant's  Form  10-K  Annual  Report  for the  year  ended
          December  31,  1999 that was filed  with the  Commission  on March 28,
          2000.

          All exhibits for which provision is made in the applicable  accounting
          regulations of the Securities and Exchange Commission are not required
          under the related  instructions  or are  inapplicable,  and therefore,
          have been omitted.

(b)       No  reports  on Form 8-K have been filed or were  required to be filed
          during the fourth quarter ended December 31, 2000.


                                       24
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:  March 13, 2001         ERIE FAMILY LIFE INSURANCE COMPANY
                                         (Registrant)


                               Principal Officers


                              /s/ Stephen A. Milne
                       Stephen A. Milne, President and CEO



                             /s/ Jan R. Van Gorder
       Jan R. Van Gorder, Executive Vice President, Secretary & General Counsel


                              /s/ Philip A. Garcia
                Philip A. Garcia, Executive Vice President & CFO



                            /s/ Timothy G. NeCastro
             Timothy G. NeCastro, Senior Vice President & Controller



                         Board of Directors


/s/ Samuel P. Black, III              /s/ Claude C. Lilly, III
    Samuel P. Black, III                  Claude C. Lilly, III


/s/ J. Ralph Borneman, Jr.            /s/ Stephen A. Milne
    J. Ralph Borneman, Jr.                Stephen A. Milne


/s/ Patricia Garrison-Corbin
    Patricia Garrison-Corbin              Henry N. Nassau


                                      /s/ John M. Petersen
    Susan Hirt Hagen                      John M. Petersen


/s/ F. William Hirt                   /s/ Jan R. Van Gorder
    F. William Hirt                       Jan R. Van Gorder


/s/ Samuel P. Katz                    /s/ Robert C. Wilburn
    Samuel P. Katz                        Robert C. Wilburn


                                       25
<PAGE>


          INDEPENDENT AUDITORS' REPORT


To The Board of Directors and Shareholders
Erie Family Life Insurance Company


We have  audited  the  statements  of  financial  position  of Erie  Family Life
Insurance  Company  (Company)  as of December  31, 2000 and 1999 and the related
statements of  operations,  shareholders'  equity and cash flows for each of the
three years in the period  ended  December  31,  2000,  as contained in the 2000
annual report,  incorporated  by reference in the annual report on Form 10-K for
the year ended December 31, 2000. In connection with our audits of the financial
statements, we also have audited the financial statement schedules, as listed in
the  accompanying  index.  These  financial  statements and financial  statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial  statements and financial  statement
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Erie Family Life  Insurance
Company as of December 31, 2000 and 1999,  and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2000
in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the related financial statement schedules, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.


/s/ Brown, Schwab, Bergquist & Co.
Brown, Schwab, Bergquist & Co.

Erie, Pennsylvania
February 5, 2001


                                       26
<PAGE>


<TABLE>
<CAPTION>

SCHEDULE I - SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES

                                                                          December 31, 2000

                                                             Cost or                      Amount at which
                                                            Amortized          Market       Shown in the
Type of Investment                                              Cost           Value       Balance Sheet
---------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>
Fixed Maturities Available-for-sale
U. S. Treasuries                                         $    4,318,206   $    4,757,153   $    4,757,153
U. S. Government Agency                                       7,795,361        8,185,698        8,185,698
States & Political Subdivisions                                 195,000          202,800          202,800
Special Revenue                                               9,458,211        9,728,737        9,728,737
Public Utilities                                             71,731,753       72,067,274       72,067,274
U. S. Banks, Trusts, and Insurance Companies                127,125,341      125,179,076      125,179,076
U. S. Industrial and Miscellaneous                          404,824,067      397,644,630      397,644,630
Foreign Governments - Agency                                  2,993,415        2,945,400        2,945,400
Foreign Banks, Trusts, and Insurance Companies               12,944,594       13,051,540       13,051,540
Foreign Industrial and Miscellaneous                         53,692,283       49,888,712       49,888,712
---------------------------------------------------------------------------------------------------------
      Total Fixed Maturities available-for-sale          $  695,078,231   $  683,651,020   $  683,651,020
---------------------------------------------------------------------------------------------------------

Equity Securities

Common Stock:
U. S. Banks, Trusts and Insurance Companies              $    7,447,287   $    8,143,791   $    8,143,791
U. S. Industrial and Miscellaneous                           53,930,548       64,987,750       64,987,750
Foreign Industrial and Miscellaneous                            702,500          393,125          393,125

Non-Redeemable Preferred Stocks:
U. S. Industrial and Miscellaneous                           10,950,223       10,822,000       10,822,000
Foreign Banks, Trusts and Insurance Companies                37,251,892       36,639,736       36,639,736
Foreign Industrial and Miscellaneous                         17,106,260       16,931,592       16,931,592
---------------------------------------------------------------------------------------------------------
Total Equity Securities                                  $  127,388,710   $  137,917,994   $  137,917,994
---------------------------------------------------------------------------------------------------------
Real Estate
   Investment Property                                   $    1,375,730   $    1,375,730   $    1,375,730
Policy Loans                                                  7,765,849        7,765,849        7,765,849
Mortgage Loans                                                8,284,167        8,284,167        8,284,167
Limited Partnerships                                         35,503,620       42,074,104       42,074,104
---------------------------------------------------------------------------------------------------------
Total Investments                                        $  875,396,307   $  881,068,864   $  881,068,864
---------------------------------------------------------------------------------------------------------

</TABLE>


                                       27
<PAGE>


<TABLE>
<CAPTION>

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


                                                         At December 31,
                                 -----------------------------------------------------------
                                   Deferred         Future
                                    Policy          Policy                         Other
                                  Acquisition      Benefits &      Unearned        Policy
Segment                              Costs          Deposits        Premium        Claims
--------------------------------------------------------------------------------------------
<S>                              <C>             <C>               <C>           <C>
2000
Ordinary Life Insurance          $ 76,186,624    $ 182,496,788     $ 133,629     $ 2,282,586
Group Life & Other                          0        2,125,073             0         191,000
Annuities                           8,536,549      584,174,301             0               0
Corporate                                   0                0             0               0
--------------------------------------------------------------------------------------------
     Total                       $ 84,723,173    $ 768,796,162     $ 133,629     $ 2,473,586
--------------------------------------------------------------------------------------------

1999
Ordinary Life Insurance          $ 68,227,117    $ 163,615,744     $ 152,484     $ 1,095,052
Group Life & Other                          0        1,934,223             0         209,500
Annuities                           9,361,203      569,218,451             0               0
Corporate                                   0                0             0               0
--------------------------------------------------------------------------------------------
     Total                       $ 77,588,320    $ 734,768,418     $ 152,484     $ 1,304,552
--------------------------------------------------------------------------------------------

1998
Ordinary Life Insurance          $ 61,387,166    $ 144,849,922     $ 138,375     $ 1,594,030
Group Life & Other                          0        1,650,418             0         207,000
Annuities                           9,529,094      524,122,492             0               0
Corporate                                   0                0             0               0
--------------------------------------------------------------------------------------------
     Total                       $ 70,916,260    $ 670,622,832     $ 138,375     $ 1,801,030
--------------------------------------------------------------------------------------------

</TABLE>


                                       28
<PAGE>


<TABLE>
<CAPTION>

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (CONTINUED)


                                                     For the Years Ended December 31,
                               -------------------------------------------------------------------------------
                                                                                 Amortization
                                                     Net            Life &        of Deferred         Other
                                  Policy          Investment        Annuity      Acquisition       Operating
Segment                         Revenues (a)        Income         Benefits         Costs           Expenses
--------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>             <C>               <C>             <C>
2000
Ordinary Life Insurance        $ 41,972,932     $ 11,635,149    $ 23,356,604      $ 3,391,694     $ 11,684,234
Group Life & Other                2,561,769          134,268         958,087                0          255,700
Annuities                             2,023       38,255,613      33,659,401        1,752,845        1,490,971
Corporate                                 0        9,451,007               0                0                0
--------------------------------------------------------------------------------------------------------------
     Total                     $ 44,536,724     $ 59,476,037    $ 57,974,092      $ 5,144,539     $ 13,430,905
--------------------------------------------------------------------------------------------------------------

1999
Ordinary Life Insurance        $ 39,051,763     $ 10,237,994    $ 19,154,171      $ 3,321,111     $  8,478,603
Group Life & Other                2,629,179          118,090       1,907,370                0          652,474
Annuities                             4,693       36,111,734      31,178,605        1,491,468        1,813,700
Corporate                                 0        8,812,224               0                0                0
--------------------------------------------------------------------------------------------------------------
     Total                     $ 41,685,635     $ 55,280,042    $ 52,240,146      $ 4,812,579     $ 10,944,777
--------------------------------------------------------------------------------------------------------------

1998
Ordinary Life Insurance        $ 35,732,584     $  8,730,573    $ 17,294,972      $ 3,823,613     $  9,582,023
Group Life & Other                2,501,243          103,935         805,999                0          546,001
Annuities                             4,729       33,259,325      29,868,952          571,942         (225,000)
Corporate                                 0        9,873,862               0                0                0
--------------------------------------------------------------------------------------------------------------
     Total                     $ 38,238,556     $ 51,967,695    $ 47,969,923      $ 4,395,555     $  9,903,024
--------------------------------------------------------------------------------------------------------------

<FN>
(a) Net of reinsurance ceded
</FN>

</TABLE>


                                       29
<PAGE>


<TABLE>
<CAPTION>

SCHEDULE IV - REINSURANCE
                                                                                                                         Percentage
                                                              Ceded to            Assumed                                 of Amount
                                          Gross                Other             From Other             Net                Assumed
                                          Amount              Companies          Companies (1)         Amount               to Net
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                 <C>               <C>                          <C>
December 31, 2000
Life Insurance in force             $ 16,509,613,000      $ 2,591,318,000                0      $ 13,918,295,000             0.00%
Premiums for the year
  Life Insurance                          46,683,551            4,710,619                0            41,972,932             0.00%
  Annuities                                    2,023                    0                0                 2,023             0.00%
  Group Life & Other                       2,563,504                1,735                0             2,561,769             0.00%
------------------------------------------------------------------------------------------------------------------------------------
     Total Premiums                 $     49,249,078      $     4,712,354                0      $     44,536,724             0.00%
------------------------------------------------------------------------------------------------------------------------------------

December 31, 1999
Life Insurance in force             $ 14,424,095,000      $ 1,425,913,000     $ 33,412,000      $ 13,031,594,000             0.26%
Premiums for the year
  Life Insurance                          42,972,242            3,920,479                0            39,051,763             0.00%
  Annuities                                    4,693                    0                0                 4,693             0.00%
  Group Life & Other                       2,512,912                    0          116,267             2,629,179             4.42%
------------------------------------------------------------------------------------------------------------------------------------
     Total Premiums                 $     45,489,847      $     3,920,479     $    116,267      $     41,685,635             0.28%
------------------------------------------------------------------------------------------------------------------------------------

December 31, 1998
Life Insurance in force             $ 13,235,757,000      $ 1,307,123,000     $ 32,878,000      $ 11,961,512,000             0.27%
Premiums for the year
  Life Insurance                          39,786,469            4,053,885                0            35,732,584             0.00%
  Annuities                                    4,729                    0                0                 4,729             0.00%
  Group Life & Other                       2,404,324                    0           96,919             2,501,243             3.87%
------------------------------------------------------------------------------------------------------------------------------------
     Total Premiums                 $     42,195,522      $     4,053,885     $     96,919      $     38,238,556             0.25%
------------------------------------------------------------------------------------------------------------------------------------


<FN>
(1) - The assumed business in prior years related solely to life insurance assumed from the Pennsylvania Employees'
      Group Life Insurance (PEGLI) pool. During 2000, the state recaptured this assumed business, thus, the Company
      no longer participates in the pool insuring the PEGLI.
</FN>

</TABLE>


                                       30
<PAGE>

                            EXHIBIT INDEX
                (Persuant to Item 601 of Regulation S-K)
                                                                    Sequentially
Exhibit                                                                Numbered
Number      Description of Exhibit                                       Page

 3.1*       Amended and Restated By-laws of Registrant

10.1**      1997 Annual Incentive Plan of Erie Indemnity Company

10.2**      Erie Indemnity Company Long-Term Incentive Plan

10.3**      Employment Agreement effective December 16, 1997 by and
            between Erie Indemnity Company and Stephen A. Milne

10.4**      Employment Agreement effective December 16, 1997 by and
            between Erie Indemnity Company and Jan R. Van Gorder

10.5**      Employment Agreement effective December 16, 1997 by and
            between Erie Indemnity Company and Philip A. Garcia

10.6**      Employment Agreement effective December 16, 1997 by and
            between Erie Indemnity Company and John J. Brinling, Jr.

10.7***     Employment Agreement effective June 30, 1999 by and
            between Erie Indemnity Company and Jeffrey A. Ludrof

10.8***     Employment Agreement effective December 15, 1999 by and
            between Erie Indemnity Company and Douglas F. Ziegler

10.9***     Addendum to Employment Agreement effective December 15, 1999
            by and between Erie Indemnity Company and Stephen A. Milne

10.10***    Addendum to Employment Agreement effective December 15, 1999
            by and between Erie Indemnity Company and Jan R. Van Gorder

10.11***    Addendum to Employment Agreement effective December 15, 1999
            by and between Erie Indemnity Company and Philip A. Garcia

10.12***    Addendum to Employment Agreement effective December 15, 1999
            by and between Erie Indemnity Company and John J. Brinling

10.13***    Addendum to Employment Agreement effective December 15, 1999
            by and between Erie Indemnity Company and Jeffrey A. Ludrof

10.14       Addendum to Employment Agreement effective December 15, 2000
            by and between Erie Indemnity Company and Stephen A. Milne        32

10.15       Addendum to Employment Agreement effective December 15, 2000
            by and between Erie Indemnity Company and Jan R. Van Gorder       33

10.16       Addendum to Employment Agreement effective December 15, 2000
            by and between Erie Indemnity Company and Philip A. Garcia        34

10.17       Addendum to Employment Agreement effective December 15, 2000
            by and between Erie Indemnity Company and John J. Brinling        35

10.18       Addendum to Employment Agreement effective December 15, 2000
            by and between Erie Indemnity Company and Jeffrey A. Ludrof       36

10.19       Addendum to Employment Agreement effective December 15, 2000
            by and between Erie Indemnity Company and Douglas F. Ziegler      37

13          2000 Annual Report to Shareholders.  Reference is made
            to the Annual Report furnished to the Commission, herewith.       38

27          Financial Data Schedule                                           67

99.1        Audit Committee Charter                                           68


*       Such exhibit is  incorporated by reference to the like titled exhibit in
        the Registrant's Form 10-K Annual Report for the year ended December 31,
        1998 that was filed with the Commission on March 9, 1999.

**      Such exhibit is  incorporated by reference to the like titled exhibit in
        the Registrant's Form 10-K Annual Report for the year ended December 31,
        1997 that was filed with the Commission on March 11, 1998.

***     Such exhibit is incorporated by reference to the like titled  exhibit in
        the Registrant's Form 10-K Annual Report for the year ended December 31,
        1999 that was filed with the Commission on March 28, 2000.

                                       31