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
                   (FEE REQUIRED)

For the fiscal year ended December 31, 1995

                          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 registrant 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)

Registrant'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, $1.10 par value
                                  (Tile of class)

Indicate by check mark whether the registrant (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  registrant  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 Registrant'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 Registrant's classes of
common stock,  as of the latest  practicable  date:  3,150,000  shares of Common
Stock outstanding on February 28, 1996.

                DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Registrant's  Annual Report to shareholders for the fiscal year
ended December 31, 1995 (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

Item 1.    Business                                             3

Item 2.    Properties                                           8

Item 3.    Legal Proceedings                                    8

Item 4.    Submission of Matters to a
           Vote of Security Holders                             8

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

Item 6.    Selected Financial Data                              9

Item 7.    Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                        9

Item 8.    Financial Statements and Supplementary Data          9

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

Item 10.   Directors and Executive Officers
           of the Registrant                                    10

Item 11.   Executive Compensation                               14

Item 12.   Security Ownership of Certain
           Beneficial Owners and Management                     19

Item 13.   Certain Relationships and Related
           Transactions                                         21

Item 14.   Exhibits, Financial Statement Schedules
           and Reports on Form 8-K                              22

                                     2

<PAGE>



                                                           PART I


ITEM 1.  BUSINESS

       Erie  Family  Life  Insurance  Company  (hereinafter  referred to as "The
       Company", the "Registrant" 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  non-participating  individual  and group life
       insurance policies, including universal life. Erie Family Life also sells
       individual and group annuities.

Products

       The  Company's  portfolio of life  insurance  includes the usual forms of
       permanent life, endowment and term policies, including whole life, family
       income,   mortgage  and  decreasing  term,   group,  and  universal  life
       insurance. In terms of face value, new life business issued in 1995 had a
       ratio of 4:1 of term insurance to whole life insurance coverage.

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


                                                  Classes of Life Insurance
                                                  Percentage of Total Sales


                                               For the year ended December 31,
<TABLE>
<CAPTION>

       Class                                         1995          1994         1993          1992          1991
       -----                                         ----          ----         ----          ----          ----
       <S>                                           <C>           <C>           <C>          <C>           <C>

       Ordinary Life (including Total
       and Permanent Disability and
       Additional Accidental Death)                    91.8%        92.1%         92.3%        91.9%         92.1%
       Group                                            8.2          7.9           7.7          8.1           7.9
                                                     ------        -----         -----        -----         -----
                                                      100.0%       100.0%        100.0%       100.0%        100.0%
</TABLE>

       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 the sales figures) 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  income is accounted for
       using methods applicable to comparable  "interest bearing obligations" of
       other types of financial institutions.

                                                              3

<PAGE>



       Structured  settlement annuities sold to affiliate companies  represented
       $22,018,313  in  annuity  deposits  in  1995,  $11,431,965  in  1994  and
       $7,516,908  in 1993.  Also  included in the annuity  deposits are annuity
       contracts  purchased  by the Erie  Insurance  Group  Retirement  Plan for
       Employees.  These annuity contracts  purchased totaled $6,024,125 in 1995
       and $8,880,714 in 1994.

                                                 Classes of Deposits
                                                   Total Deposits

                                           For the year ended December 31,
<TABLE>
<CAPTION>

       Class                                       1995            1994           1993             1992            1991
       -----                                       ----            ----           ----             ----            ----
       <S>                                      <C>             <C>            <C>              <C>             <C>

       Universal Life Deposit                   $   8,490,667   $   7,482,156  $     6,130,390  $    5,543,162  $    4,560,411
       Annuity Deposit                             66,051,230      62,048,541       50,550,323      53,526,178      44,040,442
                                                -------------   -------------  ---------------  --------------  --------------
                                                $  74,541,897   $  69,530,697  $    56,680,713  $   59,069,340  $   48,600,853
</TABLE>

       The Registrant  reinsures with other  insurance  companies the portion of
       the insurance coverage above acceptable retentions.  Beginning January 1,
       1995, the retention limit on an acceptable risk was increased to $300,000
       on each individual life written.  Prior to January 1, 1995, the limit was
       $225,000.

       The Company reinsures 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 risk it 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."

Marketing

       The Company markets its products through  independent  agents  throughout
       Pennsylvania,   Maryland,   Virginia,   West  Virginia,   Ohio,  Indiana,
       Tennessee, North Carolina and the District of Columbia. The policies sold
       are evaluated by the Company's  Underwriting  Department which selects or
       declines applicants for insurance. Premium on policies which are accepted
       may be standard or rated, depending on the nature of the risk.

                                                              4

<PAGE>



Competition

       The Company operates in a highly competitive field which consists of many
       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,
       availability  of  insurance  products and the  financial  strength of the
       Company.

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  administrative  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  security  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,  the Company is examined
       periodically by one or more of the state supervisory agencies. The latest
       such  examination  of the Company was conducted by the  Pennsylvania  and
       Ohio Insurance  Departments and covered the four years ended December 31,
       1990.

       The  Commonwealth  of  Pennsylvania  has adopted  the minimum  risk-based
       capital  requirements on domestic insurance companies that were developed
       by the  National  Association  of  Insurance  Commissioners  (NAIC).  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.
       Companies below specific  trigger points or ratios are classified  within
       certain levels,  each of which requires specified  corrective action. The
       levels and ratios are as follows.

                                            Ratio of Total Adjusted Capital to
                                            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 $76 million and
       $56 million at December 31, 1995, and 1994, respectively,  and a ratio of
       total adjusted capital to authorized  control level risk-based capital of
       7.1 and 5.8 at December 31, 1995,  and 1994,  respectively.  These levels
       far exceed the minimum risk-based capital requirements.

                                                              5

<PAGE>



Life Reserves

       In accordance with generally accepted  accounting  principles (GAAP), the
       Company is required to establish and maintain as  liabilities,  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.

The interest factors used in the computation of material reserves are:

                                                     Basis of Assumption
<TABLE>
<CAPTION>

  Years of            Policy
    Issue              Type                    Interest                    Mortality                 Withdrawal
<S>                  <C>                <C>                            <C>                           <C>

1967 - 1975          All Life           4% graded to 3 1/2%            1955-60 Basic                 Modified
                                                                       Select Plus Ultimate          Linton B

1976 - 1980          All Life           6% graded to 4%                1955-60 Basic                 Linton B
                                                                       Select Plus Ultimate

1981 - 1988          Permanent          7 1/4% graded to 6%            85% of 1965-70                150% of
                     Life                                              Select and Ultimate           Linton A

1981 - 1988          Other              7 1/4% graded to 6%            85% or 90% of                 Pricing
                     Life                                              1965-70 Select and            Assumptions
                                                                       Ultimate

1988 - 1995          All Life           7% graded to 6%                Multiple of 1965-70           Pricing
                     and Annual                                        Select and Ultimate           Assumptions
                     Renewable
                     Term

1987 - 1995          Universal          7 1/2% graded to 6%            85% or 90% of                 Pricing
                     Life                                              1965-70 Select and            Assumptions
                                                                       Ultimate
</TABLE>

Investments

       In accordance with standard  insurance  practice,  the Registrant invests
       its funds principally in corporate bonds and preferred and common stocks.
       In  1995,  the  Company's  real  estate  held  for  investment   purposes
       constituted  0.3% of the  Company's  total  assets while  mortgage  loans
       accounted for 1.0% and Other Invested Assets accounted for 0.6%. The real
       estate  owned by the Company is leased to an  affiliate,  Erie  Indemnity
       Company  (EIC),  for rentals of $423,120  per year  through  December 31,
       2000. In addition,  the Company makes policy loans to its  Policyholders,
       and at December  31,  1995,  such policy  loans  constituted  0.5% of the
       Registrant's  total  assets.  Annual  increases  in the number and dollar
       amount of policy loans,  generally,  will vary with changes in short-term
       rates of interest.  When short-term rates are high, policy loans are also
       expected to increase.

                                                              6

<PAGE>



       Subject to certain laws that prescribe the nature, quality and percentage
       of the  various  types  of  investments  which  may be made by  insurance
       companies,  the Company manages its investments to meet  diversification,
       yield and liquidity objectives.

Employees

       Services of  seventy-nine  full-time  Employees  are provided  through an
       affiliate,  EIC. All employees  are salaried and ten are officers.  These
       Employee expenses along with other operating expenses are paid by the EIC
       and reimbursed on a monthly  basis.  None of the Employees are covered by
       collective  bargaining  agreements and the Company  believes its Employee
       relations are satisfactory.

Other Data

                    The Company's Lapse Rate for 1995 was 7.9%.

                    Reinsurance Profitability - Not Applicable.

                    New Types of Insurance - Not Applicable.

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

                                1995 - $8,370,940,000
                                1994 - $7,481,537,000
                                1993 - $6,428,223,000
                                1992 - $5,545,197,000
                                1991 - $4,678,254,000

                                                              7

<PAGE>



ITEM 2.  PROPERTIES

The Registrant owns no real property and no tangible  personal  property used in
the operation of its business except office  supplies and forms.  The Registrant
does, however,  own real property for investment purposes as outlined under ITEM
1 - INVESTMENTS.  The executive and administrative offices of the Registrant are
located  in  the   headquarters   office  of  Erie  Insurance   Group  in  Erie,
Pennsylvania.  The  Registrant  pays  other  members  of  the  group  an  amount
determined  by an arm's  length  agreement  for office  space and for the use of
facilities, equipment and services.


ITEM 3.  LEGAL PROCEEDINGS

The Registrant 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 1995.


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

       Currently there is no market on which the  Registrant's  stock is traded.
       The Company had 1,145 recordholders of Common Stock at December 31, 1995.

Date Dividends Declared            Date Dividends Paid      Dividends per Share

   March 1, 1994                      April 1, 1994              $  .30
   March 1, 1994                      July 1, 1994                  .30
   July 21, 1994                      October 1, 1994               .30
   September 29, 1994                 January 1, 1995               .30
   March 2, 1995                      April 1, 1995                 .34
   April 25, 1995                     July 3, 1995                  .34
   June 22, 1995                      October 2, 1995               .34
   September 21, 1995                 January 2, 1996               .34

                                                              8

<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

The  information  contained  in  "Selected  Financial  Data"  on  Page 12 of the
Company's 1995 Annual Report is incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION

The  information  set forth on pages 13 through 18 of the Company's  1995 Annual
Report is incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 1995 Financial Statements and the Registrant's  independent auditor's report
on pages 20 through 28 of the  Company's  1995  Annual  Report are  incorporated
herein by reference,  as is the unaudited  information set forth in the Notes to
the  Financial  Statements  under the caption  "Unaudited  Quarterly  Summary of
Operations" on page 28.


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

None.

                                                              9

<PAGE>



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 12/31/95                                Held During the Last Five Years
<S>                                       <C>

Samuel P. Black, Jr. 1                    Director since 1967.  Chairman of the Board, Samuel P. Black & Associates, Inc.--
       93                                 insurance agency; Director--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.                    Director since 1992.  President and Chief Executive Officer of Body-Borneman
       57                                 Associates Inc., insurance agency.  President Body-Borneman, Ltd. and Body-Borneman,
                                          Inc., insurance agencies.  Director--Erie Insurance Company, Erie Indemnity Company,
                                          Attorney-in-Fact for Erie Insurance Exchange, Erie Insurance Company of New York and
                                          National Penn Bankshares.

John J. Brinling, Jr.                     Executive Vice President of the Company since December 1990.  Division Officer 1984-
       48                                 present.

Robert H. Dreyer                          Senior Vice President of the Company since 1990.  Chief Actuary 1983-Present.
       58

Philip A. Garcia                          Senior Vice President and Controller and Division Officer since October 1993.  Vice
       39                                 President and Manager of the Life Accounting Department of the Company prior to 1993.

Susan Hirt Hagen 1,*                      Director since 1980.  Managing Partner, Hagen, Herr & Peppin, Group Relations
       60                                 Consultants since 1990; Associate, Center for Practice of Conflict Management 1972-
                                          1990; Director--Erie Insurance Company and Erie Indemnity Company,
                                          Attorney-in-Fact  for  Erie  Insurance Exchange,  since 1980; Director,  Erie
                                          Insurance  Property & Casualty Company and Erie Insurance Company of New York
                                          since 1995.

Thomas B. Hagen*                          Director since 1980.  Secretary of Commerce of the Commonwealth of Pennsylvania
       60                                 since January 1995; Chairman, Hagen & Company, business consultants from 1994 to
                                          January  1995,  Special  Consultant to the  Chairman of the Board of the Erie
                                          Indemnity  Company,   Attorney-in-Fact for the Erie  Insurance  Exchange from
                                          September   1993  to   January   1995; Chairman   of  the   Board  and  Chief
                                          Executive    Officer   of   the   Erie Indemnity  Company,   Attorney-in-Fact
                                          for the Erie Insurance Exchange,  Erie Family Life Insurance Company and Erie
                                          Insurance  Company from November 1990, and of Flagship City Insurance Company
                                          and Erie Insurance Property & Casualty Company,    since   1992   and   1993,
                                          respectively,   to   September   1993; President   of  the   Erie   Indemnity
                                          Company, Attorney-in-Fact for the Erie Insurance  Exchange and Erie Insurance
                                          Company and Executive  Vice  President of Erie Family Life Insurance  Company
                                          from 1982 to November 1990;  Director, the    Erie     Indemnity     Company,
                                          Attorney-in-Fact    for    the    Erie Insurance  Exchange and Erie Insurance
                                          Company,   General  Public   Utilities Corporation   1988-1995.   Erie  Small
                                          Business Investment Company 1985-1995.
<FN>
1 Member of Executive Committee
* F. William Hirt is the brother of Susan Hirt Hagen and the
  brother-in-law of Thomas B. Hagen.  Susan Hirt Hagen is the
  wife of Thomas B. Hagen.
</FN>
</TABLE>

                                                                 10

<PAGE>



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 12/31/95                                Held During the Last Five Years
<S>                                       <C>

F. William Hirt 1C,*                      Chairman of the Board.  Director since 1967.  Chairman of the Board of the Erie
       70                                 Insurance 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--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 Integra Financial Corporation.

Thomas H. Hubbard                         Director since 1967.  Financial Consultant, Butcher & Singer--Division of Wheat
       72                                 First Securities, Ashtabula, Ohio--September 1990-April 1991.  Vice President,
                                          Parker/ Hunter, Inc., Investments, Ashtabula, Ohio 1976-1990.  Partner in Markko
                                          Vineyard, Conneaut, Ohio since 1968.  Director--Erie Insurance Company.

Stephen E. Jones, Esq.                    Director since 1967.  Rear Admiral USNR (Ret.) of Counsel, Knox, McLaughlin,
       89                                 Gornall & Sennett, P.C., Erie, PA.  Director--Erie Insurance Company and Erie
                                          Plastics, Corry, PA.

Dr. Irvin H. Kochel 2                     Director since 1970.  Retired Assistant Vice President Emeritus, The Pennsylvania
       72                                 State University; Director--Erie Insurance Company and Erie Indemnity Company,
                                          Attorney-in-Fact for Erie Insurance Exchange.

Edmund J. Mehl 1,2C                       Director since 1969.  Retired Chairman and Chief Executive Officer, Dispatch
       72                                 Printing, Inc.; Director--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.



<FN>
1 Member of Executive Committee
2 Member of Audit Committee
C Committee Chairman
* F. William Hirt is the brother of Susan Hirt Hagen and the brother-in-law of
  Thomas B. Hagen.  Susan Hirt Hagen is the wife of Thomas B. Hagen.
</FN>
</TABLE>

                                                                 11

<PAGE>



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 12/31/95                                Held During the Last Five Years
<S>                                       <C>

Stephen A. Milne                          President, Chief Executive Officer and Director since February 12, 1996.  President
       47                                 and Chief Executive Officer of the Erie Insurance Company and Erie Indemnity
                                          Company,   Attorney-in-Fact  for  Erie Insurance  Exchange since February 12,
                                          1996.  President  and Chief  Executive Officer  of  Flagship  City  Insurance
                                          Company,  Erie  Insurance  Property  & Casualty  Company  and Erie  Insurance
                                          Company  of New York  since  March 11, 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-February 1996. Owner, Bennett-Damascus    Insurance   Agency
                                          March  1991-December  31, 1993; Senior Vice  President-Agency  Division  Erie
                                          Insurance Group 1988-1991.  Director--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.

John M. Petersen 1                        Director since 1980.  Retired; President and Chief Executive Officer of the Erie
       67                                 Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange, Erie Family Life
                                          Insurance   Company,   Erie  Insurance Company,   Flagship   City   Insurance
                                          Company and Erie Insurance  Property & Casualty Company from 1993 to 1995 and
                                          Erie  Insurance  Company  of New  York from 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  from  November  1990,  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 Erie Family Life
                                          Insurance  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 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, Inc.

Seth E. Schofield                         Director since 1991.  Retired; Chairman of the Board and Chief Executive
       56                                 Officer, USAir, Inc. from 1992 to January 1996; President and Chief Executive
                                          Officer, USAir, Inc. from June 1991 to July   1992;   President   and   Chief
                                          Operating  Officer,  USAir,  Inc. from June 1990 to June 1991; Executive Vice
                                          President,  USAir,  Inc.  from 1989 to June 1990; Chairman of the Board and a
                                          Director,  Greater  Pittsburgh Chamber of Commerce;  Director,  USAir,  Inc.,
                                          the    Erie     Indemnity     Company, Attorney-in-Fact  for  Erie  Insurance
                                          Exchange,  Erie Insurance Company, PNC Bank,  N.A., USX  Corporation,  Calgon
                                          Carbon  Corporation,  and a member  of the Desai Capital Management  Advisory
                                          Board.
<FN>
1 Member of Executive Committee
</FN>
</TABLE>


                                                                 12

<PAGE>



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 12/31/95                                Held During the Last Five Years
<S>                                       <C>

Thomas M. Sider                           Executive Vice President and Chief Financial Officer of the Company since
       46                                 October 1993.  Executive Vice President and Chief Financial Officer of the Erie
                                          Insurance Company, Erie Indemnity Company, Attorney-in-Fact for Erie Insurance
                                          Exchange, Flagship City Insurance Company, Erie Insurance Company of New York,
                                          and Erie Insurance Property & Casualty Company.  Treasurer of the E.I. Holding
                                          Corp. and E.I. Service Corp.  Director--Flagship City Insurance Company, Erie
                                          Insurance Property & Casualty Company, E.I. Holding Corp., Erie Insurance
                                          Company of New York and E.I. Service Corp.


Jan R. Van Gorder 1                       Senior Executive Vice President, Secretary and General Counsel since 1990.
       48                                 Director since September 1990.  Senior Executive Vice President, Secretary and
                                          General  Counsel of the Erie Insurance Company,   Erie   Indemnity   Company,
                                          Attorney-in-Fact for Erie  Insurance Exchange  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   April   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--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.

Harry H. Weil 2                           Director since April 25, 1995.  Senior Partner, Reed, Smith, Shaw & McClay,
       62                                 Attorneys, since 1980, Partner 1969 to 1980, Associate 1964 to 1969; Director--Erie
                                          Indemnity  Company,   Attorney-in-Fact for  Erie  Insurance  Exchange,   Erie
                                          Insurance   Company,   Calgon   Carbon Corporation    and   Pittsburgh   Tube
                                          Company.

Douglas F. Ziegler                        Senior Vice President, Treasurer and Chief Investment Officer of the Company
       45                                 since October 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.






<FN>
1 Member of Executive Committee
2 Member of Audit Committee
</FN>
</TABLE>


                                                                 13

<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
52.2% 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 total compensation paid during each of the
three fiscal years ended  December 31, 1995 to the Chief  Executive  Officer and
the four  other most  highly  compensated  executive  officers  during  1995 for
services  rendered in all  capacities  (as  required by the SEC) to the Company,
Erie Indemnity Company and its subsidiaries, and the Erie Insurance Exchange and
its subsidiary which  collectively  make up the Erie Insurance Group. The amount
of total  compensation  paid by Erie  Indemnity  Company  listed  below which is
allocated  to the  Company is as  follows:  John M.  Petersen - 10%;  Jan R. Van
Gorder - 5%; Thomas M. Sider - 10%; Stephen A. Milne - 0%; John J. Brinling, Jr.
- 100%.

                        Annual Compensation

Name and                                         Other Annual      All Other
Principal Position   Year  Salary      Bonus    Compensation    Compensation (1)
--------------------------------------------------------------------------------

John M. Petersen     1995  $700,808   $242,923      $8,100          $23,956
President and Chief  1994   716,123     74,993       8,100           69,058
Executive Officer(2) 1993   427,379     94,643       5,383           10,828

Jan R. Van Gorder    1995  $296,095    $26,725      $1,029          $29,625
Executive Vice       1994   278,442     25,590       1,029           14,834
President, Secretary 1993   261,769     18,981         642           14,853
& General Counsel

Thomas M. Sider      1995  $231,901    $26,696        $941          $22,410
Executive Vice       1994   190,049     22,571         941           21,109
President & Chief    1993   168,243     17,604          66           20,836
Financial Officer

Stephen A. Milne     1995  $245,611    $26,623        $927          $39,993
Executive Vice       1994   189,512     34,943         965            4,433
President - Insurance
Operations(3)

John J. Brinling,    1995  $184,104    $20,853        $877          $28,837
Jr., Executive       1994   176,365     19,527         877           22,682
Vice President of    1993   164,530     19,712         642           22,006
EFL

(1)    Amounts shown include matching contributions made by the Company pursuant
       to the Company's  Employee Savings Plans and premiums paid by the Company
       on  behalf  of the  named  individuals  on Split  Dollar  Life  insurance
       policies.  For the year 1995,  contributions made to the Employee Savings
       Plans amounted to $18,173,  $6,849,  $6,143, $5,424 and $4,910, on behalf
       of Messrs. Petersen, Van Gorder, Sider, Milne and Brinling,

                                                             14

<PAGE>


       respectively.  For the  year  1994,  contributions  made to the  Employee
       Savings Plans amounted to $17,500,  $6,190,  $4,788, $4,433 and $4,478 on
       behalf of  Messrs.  Petersen,  Van  Gorder,  Sider,  Milne and  Brinling,
       respectively.  For the  year  1993,  contributions  made to the  Employee
       Savings Plans amounted to $10,828, $5,917, $4,467 and $3,748 on behalf of
       Messrs. Petersen, Van Gorder, Sider and Brinling, respectively.  Premiums
       paid during 1995 for Split  Dollar Life  insurance  policies  for Messrs.
       Petersen,  Van Gorder, Sider, Milne and Brinling,  are as follows:  $-0-,
       $17,420,  $16,267,  $28,786 and  $18,144.  Premiums  paid during 1994 for
       Split Dollar Life insurance  policies for Messrs.  Petersen,  Van Gorder,
       Sider, Milne and Brinling, respectively, are as follows: $51,558, $8,644,
       $16,321,  $-0- and  $18,204.  Premiums  paid during 1993 for Split Dollar
       Life  insurance  policies  for Messrs.  Petersen,  Van Gorder,  Sider and
       Brinling,  respectively,  are  as  follows:  $-0-,  $8,936,  $16,369  and
       $18,258.  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.
(2)    Mr. Petersen retired as President and Chief Executive Officer of the
       Company on December 31, 1995.
(3)    Mr. Milne became an officer of the Company on January 11, 1994. Mr. Milne
       had been previously employed by the Company; his last position with the
       Company at that time was Senior Vice President -- Agency Division, a
       position he held from 1988 to 1991.  On February 12, 1996, Mr. Milne
       became President, Chief Executive Officer and a director of the Company.

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.

Pension Plan

                The  following  table sets forth the estimated  annual  benefits
payable upon retirement at age 65 under the Erie Insurance Group Retirement Plan
for Employees.

                                 PENSION PLAN TABLE

                                  Years of Service
Remuneration      15         20         25         30         35
-------------------------------------------------------------------
 $ 200,000       60,000     80,000    100,000    120,000    120,000
   225,000       67,500     90,000    112,500    135,000    135,000
   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

                  The compensation covered by such plan is the base salary
reported in the Summary Compensation Table.

                  Under the pension plan, 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:  John M. Petersen - 31 years, Jan R.
Van Gorder - 15 years, Thomas M. Sider - 25 years, Stephen A. Milne - 18 years
and John J. Brinling, Jr. - 28 years.


                                                             15

<PAGE>



         The benefits under such plan 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 Internal Revenue Code of 1986, as
amended (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  $120,000,  but
adjusted  annually  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 Internal Revenue Code of 1986 as amended.

Director Compensation

         Effective January 1, 1995, the annual retainer for directors  increased
to $15,000,  plus $1,200 for each meeting  attended and $800 for each  committee
meeting attended  (unless the committee  meeting is held the same day as a Board
of Directors  meeting,  for which  committee  meeting $500 will be paid) plus an
additional  $2,000 per year for each  committee  chairperson.  In addition,  all
directors are  reimbursed  for their  expenses  incurred in attending  meetings.
Officers of the Company who serve as directors  are not  compensated  separately
for attendance at meetings of the Board of Directors and its committees.

Agreements with Executive Officers

         Upon the recommendation of the Executive  Compensation Committee of the
Company's Board of Directors the Company has entered into employment  agreements
with the following  four of the Company's  senior  executive  officers:  John J.
Brinling,  Jr.,  Executive  Vice  President  of the Company in  November,  1995;
Stephen A. Milne,  President and CEO of the Company;  Thomas M. Sider, Executive
Vice  President  and Chief  Financial  Officer  of the  Company,  and Jan R. Van
Gorder, Executive Vice President,  General Counsel and Secretary of the Company.
The employment agreements have the following principal terms:

         (a) A three year term  expiring in November , 1998 unless the agreement
is theretofore  terminated in accordance with its terms with or without cause or
due to disability or death of the officer or notice of  non-renewal  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 an
amount  equal to the sum of: (i) three  times his  highest  annual  base  salary
during  the  preceding  three  years  plus an  amount  equal to the total of the
executive's  highest awards during the preceding three years under the Company's
bonus and other short-term  incentive  compensation  plans and (ii) any award or
other compensation to which the executive is entitled under any of the Company's
incentive  compensation  programs and employee  benefit plans as well as for the
continuing participation,  for a period of three years following termination, in
all life,  medical and dental insurance  programs and other benefit plans to the
extent the executive and his  dependents  were eligible to  participate  in such
programs immediately prior to his termination;

         (e)  Provisions relating to confidentiality and non-disclosure
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.

                                                             16

<PAGE>



Compensation Committee Interlocks and Insider Participation

         The Executive  Compensation  Committee (the "Committee") of the Company
presently consists of Peter B. Bartlett,  Chairman, J. Ralph Borneman, Jr., Seth
E.  Schofield  and Harry H.  Weil.  No member  of the  Committee  is a former or
current   officer  or  employee  of  the  Company  or  any  of  its  affiliates.
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  Committee of the Company 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 Committee of the Company. 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.

Report of the Executive Compensation Committee of the Company

         As noted  previously,  the Company is a member of an insurance  holding
company  system  under  Pennsylvania  law  which  requires  that  the  executive
compensation committee be composed of directors who are not officers,  employees
or controlling shareholders,  unless, as in the case of the Company, the insurer
is  controlled  by  another  insurer or a publicly  held  corporation  which has
committees meeting this requirement.  Erie Indemnity Company, which controls the
Company by virtue of its stock ownership, has a compensation committee that acts
on behalf of all members of the Erie Insurance Group (including the Company) and
which meets these "independent director" requirements.

         The Committee is charged with the duty of  recommending to the Board of
Directors  the  compensation  of the  five  highest  paid  officers  of the Erie
Insurance  Group  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
Group and to undertake  such other  responsibilities  as may be delegated to it.
The Board has authorized the Compensation Committee to consider the compensation
of the five highest paid officers,  including the CEO. The Committee is composed
of four  directors  of the  Erie  Indemnity  Company  who are  not  officers  or
employees of Erie Indemnity Company or any of its affiliates. The purpose of the
Committee is to determine  the level and  composition  of  compensation  that is
sufficient to attract and retain top quality  executives  for the Erie Insurance
Group. It is the opinion of the Committee that the senior executives of the Erie
Insurance  Group should  receive  compensation  comparable to that paid by other
insurers of comparable size and financial performance.

         The Committee  reviewed the salary ranges and base salaries of the five
highest paid executives,  including the CEO, in 1995. The Committee has position
descriptions  for the five highest paid  executives of the Group,  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 Committee  then reviews the salary ranges for
the chief executive  officer and the other four highest paid senior  executives,
comparing  the ranges to third party data  compiled for similar  positions  with
other  insurers.  In  reviewing  the  salary  ranges for the five  highest  paid
executives,  including the chief  executive  officer,  the Committee  references
Sibson's Management  Compensation Survey published annually by Sibson & Company,
Inc., which summarizes  compensation data for 100 insurance companies.  The data
is reported by position and by company asset size,  and by premium  volume.  The
Committee also uses compensation data obtained from Hay Management  Consultants.
The information developed by Hay Management Consultants and Sibson & Company was
used for  adjusting  compensation  levels for the three  highest paid  executive
positions. 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  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 Group may receive  compensation  slightly  above the  mid-point for the
established salary range.


                                                             17

<PAGE>



         A  promotional  salary  increase  may also be added to the  executive's
compensation  when the executive assumes new  responsibilities  or has increased
accountability for results.  Significant changes in duties and  responsibilities
may also result in a higher salary range.

         Compensation  for the chief  executive  officer  consists  primarily of
salary  and  bonus and minor  perquisites  which  amount to less than 10% of the
chief executive  officer's salary and bonus. No long-term incentive plans (which
provide  incentives for  performance  occurring over longer periods of time) are
currently  utilized  in  determining  the  compensation  of the chief  executive
officer.  Stock options,  stock appreciation rights and restricted stock are not
currently part of the executive  compensation  package for any executives of the
Group.  The  compensation  of the  chief  executive  officer  is  determined  as
previously outlined.

         Performance  factors  applicable  to  the  Group,  such  as  investment
portfolio returns,  overall company profitability,  as well as other factors are
considered  indirectly in evaluating the chief executive officer's  performance.
Such  performance  factors were  considered  in approving  Mr.  Petersen's  1995
compensation.

         Compensation  of the next four most highly  compensated  individuals is
determined  by the  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 five
highest  paid  executives)  is  based  upon  the  Group's  established  standard
compensation policies and is not determined by the Committee.  As with the chief
executive officer and the next four most highly compensated  executive officers,
no long-term incentive plans are maintained for these executives.


                                     ERIE INDEMNITY COMPANY
                                     EXECUTIVE  COMPENSATION COMMITTEE

                                     Peter B. Bartlett, Chairman
                                     J. Ralph Borneman, Jr.
                                     Seth E. Schofield
                                     Harry H. Weil



                                                             18

<PAGE>



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)
    Name & Address                  Amount & Nature
     of Beneficial                   of Beneficial                 Percent of
        Owner                          Ownership                      Class

  Erie Indemnity Company               681,300(1)                    21.6%(1)
  100 Erie Insurance Place              Direct
  Erie, PA  16530

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

    Name & Address                   Amount & Nature
      of Beneficial                   of Beneficial                Percent of
          Owner                         Ownership                    Class

  Erie Insurance Exchange            1,644,300(1)                    52.2%(1)
  100 Erie Insurance Place              Direct
  Erie, PA

  Samuel P. Black, Jr.                  22,706                        .72%
  400 French St., Suite 100
  Erie, PA  16507

  J. Ralph Borneman                        512                        .02%
  Box 552
  17 East Philadelphia Ave.
  Boyertown, PA  19512

  Susan Hirt Hagen                         100                         --
  5727 Grubb Rd.
  Erie, PA  16506

  Thomas B. Hagen                       51,494                       1.63%
  5727 Grubb Rd.
  Erie, PA  16506

  F. William Hirt                       55,678                       1.77%
  3270 Kingston Court S.
  Erie, PA  16506

  Thomas H. Hubbard                     23,070                        .73%
  Box 245
  Ashtabula, OH  44004-0245

  Stephen E. Jones, Esq.                 9,807                        .31%
  120 West 10th St.
  Erie, PA

  Dr. Irvin H. Kochel                    2,083                        .07%
  4737 Reese Road
  Erie, PA  16510

                                                             19

<PAGE>



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Cont.)

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

  Name & Address                     Amount & Nature
   of Beneficial                      of Beneficial                Percent of
      Owner                             Ownership                    Class

  Edmund J. Mehl                         4,050                        .13%
  504 Frontier Dr.
  Erie, PA  16505

  John M. Petersen                      29,739                        .94%
  124 Voyageur Dr.
  Erie, PA  16505

  Seth E. Schofield                        600                        .02%
  2341 South Queen St.
  Arlington, VA  22202

  Jan R. Van Gorder                         25                         --
  6796 Manchester Beach Road
  Fairview, PA  16415

  John J. Brinling, Jr.                    210                        .01%
  1522 Sumner Drive
  Erie, PA  16505

  Robert H. Dreyer                         300                        .01%
  465 Hawthorne Trace
   Fairview, PA  16415

  Philip Alan Garcia                       425                        .01%
  786 Stockbridge Drive
  Erie, PA  16505

  Thomas M. Sider                          140                         --
  11810 Old Lake Road
   North East, PA  16428

  Douglas F. Ziegler                        90                         --
  378 Ridgeview Drive
  Erie, PA  16505

  All officers and directors
  as a group (17 persons)              201,029(2)                    6.38%(2)


                                                             20

<PAGE>



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Cont.)

     (1) Erie Insurance Exchange (the "Exchange") is a reciprocal insurance
         exchange controlled by its subscribers, each of whom has designated
         Erie Indemnity Company  as such subscriber's attorney-in-fact for
         certain purposes, including Indemnity's holding of Common Stock of the
         Company.  76% of the outstanding voting stock of Erie Indemnity Company
         is owned beneficially by a trust established by H. O. Hirt, the father
         of F. William Hirt and Susan H. Hagen and the father-in-law of Thomas
         B. Hagen.  Mr. Hirt and Mrs. Hagen are beneficiaries of the trust and
         are co-trustees with Mellon Bank, N.A.  An additional 12.7% of the Erie
         Indemnity Company voting stock is beneficially owned by Samuel P.
         Black, Jr.

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


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


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Directors  Black and Borneman 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 such companies standard commission schedules and agents' contracts.

     The former President and CEO and previous Chief  Investment  Officer of the
     Erie  Insurance  Group of Companies,  John M.  Petersen,  who retired as an
     employee of EIC on December 31, 1995, entered into a consulting arrangement
     with EIC effective January 2, 1996. Under the terms of the arrangement, EIC
     engaged Mr.  Petersen as a consultant to furnish EIC and its pension trust,
     Erie  Insurance  Exchange,  and Erie Family Life  Insurance  Company,  with
     investment services with respect to their investments in common stocks.

                                                             21

<PAGE>



                                                           PART IV


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

(a)       (1) The  following  financial  statements  of the  Registrant  and the
          report of independent  certified  public  accountants are incorporated
          herein by reference to pages 20 through 28 in the Registrant's  annual
          report to shareholders for the year ended December 31, 1995.

 Independent Auditor Report
 Statements  of  Financial  Position - December  31, 1995 and 1994
 Statements of Operations  for the years ended December 31, 1995, 1994  and 1993
 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
 Statements  of  Shareholders' Equity for the years ended December 31, 1995,
   1994 and 1993
 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                24

               Schedule I - Summary of Investments other than
               investments in related parties                           25

               Schedule III - Supplementary Insurance Information       26

               Schedule IV - Reinsurance                                27

          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 13 - Annual Report to Shareholders

               Exhibit 27 - Financial Data Schedule

          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 last quarter of the period covered by this report.

                                                             22

<PAGE>



                                                         SIGNATURES

Pursuant to the requirements of Section 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 1, 1996                    ERIE FAMILY LIFE INSURANCE COMPANY
                                                    (Registrant)


                            Principal Officers


                            /s/ F. William Hirt
                   F. William Hirt, Chairman of the Board


                           /s/ Stephan A. Milne
                  Stephen A. Milne, President and C.E.O.


                           /s/ Thomas M. Sider
             Thomas M. Sider, Executive Vice President & CFO


                           /s/ Philip A. Garcia
          Philip A. Garcia, Senior Vice President & Controller


                               Board of Directors


/s/ Samuel P. Black, Jr.                          /s/ Irvin H. Kochel
  Samuel P. Black, Jr.                             Dr. Irvin H. Kochel

/s/ J. Ralph Borneman                             /s/ Edmund J. Mehl
  J. Ralph Borneman                                  Edmund J. Mehl

/s/ Susan Hirt Hagen                             /s/ Stephen A. Milne
  Susan Hirt Hagen                                  Stephen A. Milne

/s/ Thomas B. Hagen                              /s/ John M. Petersen
  Thomas B. Hagen                                   John M. Petersen

/s/ F. William Hirt                             /s/ Seth E. Schofield
  F. William Hirt                                  Seth E. Schofield

/s/ Thomas H. Hubbard                           /s/ Jan R. Van Gorder
  Thomas H. Hubbard                                Jan R. Van Gorder

/s/ Stephen E. Jones                              /s/ Harry H. Weil
  Stephen E. Jones                                  Harry H. Weil

                               23

<PAGE>


                                           INDEPENDENT AUDITORS' REPORT


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

                We have audited the  statements  of  financial  position of Erie
Family Life Insurance Company (Company) as of December 31, 1995 and 1994 and the
related statements of operations,  stockholders'  equity and cash flows for each
of the three years in the period ended  December  31, 1995,  as contained in the
1995 annual report,  incorporated by reference in the annual report on Form 10-K
for the year ended  December  31,  1995.  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  generally  accepted
auditing  standards.  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, 1995 and 1994, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted  accounting  principles.
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.




Erie, Pennsylvania
February 16, 1996
                                     24
<PAGE>




SCHEDULE I - SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
<TABLE>
<CAPTION>

                                  December 31, 1995

                                     Cost or                            Amount at which
                                    Amortized           Market          Shown in the
                                       Cost              Value          Balance Sheet
<S>                              <C>                <C>                <C>
Type of Investment   
Fixed Maturities
     Available-for-Sale
  Bonds and Notes
    U. S. Treasuries             $   6,568,499      $   7,442,496      $   7,442,496
    Political Subdivisions           2,063,013          2,310,929          2,310,929
    Special Revenue                 50,683,120         52,853,098         52,853,098
    Public Utilities                99,653,629        103,576,784        103,576,784
    Industrial and Misc.           240,803,281        258,317,701        258,317,701
  Redeemable Preferred Stocks
    Banks, Trusts and
      Insurance Companies            2,000,000          1,880,000          1,880,000
     Total Fixed Maturities
           Held-to-Maturity      $ 401,771,542      $ 426,381,008      $ 426,381,008
Equity Securities
  Common Stocks
    Industrial and Misc.         $   3,500,006      $   3,414,640      $   3,414,640
  Non-Redeemable Preferred Stocks                     
    Public Utilities                 5,273,282          5,299,712          5,299,712
    Banks, Trusts and                                              
      Insurance Companies           83,749,715         84,656,625         80,382,125
    Industrial and Misc.            33,240,871         32,953,744         37,228,244
     Total Equity Securities     $ 125,763,874      $ 126,324,721      $ 126,324,721
Real Estate
  Investment Property            $   1,796,395      $   1,796,395      $   1,796,395
Policy Loans                         3,694,530          3,694,530          3,694,530
Mortgage Loans                       7,062,742          7,062,742          7,062,742
Other Invested Assets                4,165,721          4,165,721          4,165,721
     Total Investments           $ 544,254,804      $ 569,425,117      $ 569,425,117

</TABLE>

                                       25
<PAGE>



SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
<TABLE>
<CAPTION>
                     
                                       At December 31,
                           Deferred     Future
                            Policy      Policy              Other
                         Acquisition  Benefits &  Unearned  Policy
Segment                     Costs      Deposits   Premium   Claims
<S>                     <C>          <C>          <C>     <C>

1995                 
Ordinary Life Insurance $ 43,893,056  93,756,432  104,951   823,618
Group Life Insurance               0     984,149        0    73,408
Annuities                  6,869,236 405,346,808        0         0
Supplemental Contracts             0     872,745        0         0
     Total              $ 50,762,292 500,960,134  104,951   897,026
                     
1994                 
Ordinary Life Insurance $ 38,740,281  79,503,597   98,700   723,638
Group Life Insurance               0     653,979        0    73,847
Annuities                  6,211,514 341,242,154        0         0
Supplemental Contracts             0     767,457        0         0
     Total              $ 44,951,795 422,167,187   98,700   797,485
                     
1993                 
Ordinary Life Insurance $ 33,419,935  67,423,466   80,070 1,070,429
Group Life Insurance               0     616,218        0    84,930
Annuities                  5,062,903 281,489,139        0         0
Supplemental Contracts             0     882,586        0         0
     Total              $ 38,482,838 350,411,409   80,070 1,155,359
                     
</TABLE>
                    
<PAGE>



SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                     
                     
                                    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>

1995                 
Ordinary Life Insurance 25,764,413 11,329,270 10,083,138  1,813,419   8,814,413
Group Life Insurance     1,854,910     59,239    705,429          0     360,556
Annuities                  454,674 29,509,614 22,664,856    544,708   2,281,533
Supplemental Contract            0     64,689     53,930          0       4,101
     Total              28,073,997 40,962,812 33,507,353  2,358,127  11,460,603
                     
1994                 
Ordinary Life Insurance 22,931,783  9,651,029  5,856,784  1,700,028   8,245,639
Group Life Insurance     1,717,589     46,571    799,772          0     330,111
Annuities                  244,111 25,800,361 18,128,885    279,737   2,297,726
Supplemental Contract            0     68,288     36,737          0       2,813
     Total              24,893,483 35,566,249 24,822,178  1,979,765  10,876,289
                     
1993                 
Ordinary Life Insurance 20,440,636  8,517,118  6,019,207  1,634,843   6,912,809
Group Life Insurance     1,552,939     52,933  1,251,698          0     298,612
Annuities                  163,247 22,283,079 16,284,434    457,921   1,726,956
Supplemental Contract            0     75,481     20,634          0       3,026
     Total              22,156,822 30,928,611 23,575,973  2,092,764   8,941,403
<FN>
(a) Net of reinsurance
</FN>
</TABLE>
                                       26
<PAGE>
                    


                                 SCHEDULE IV - REINSURANCE
<TABLE>
<CAPTION>
                                                                                            Percentage
                                                    Ceded to      Assumed                   of Amount
                                      Gross           Other      From Other       Net        Assumed
                                      Amount        Companies    Companies      Amount        to Net
<S>                             <C>               <C>               <C>      <C>               <C>

December 31, 1995
Life Insurance in force         $  9,568,795,000  1,197,855,000     N/A      8,370,940,000     -0-
Premiums for the year
  Life Insurance                      29,118,897      3,354,484     -0-         25,764,413     -0-
  Other                                2,309,584              0     -0-          2,309,584     -0-
     Total Premiums             $     31,428,481      3,354,484     -0-         28,073,997     -0-

December 31, 1994
Life Insurance in force         $  8,468,890,000    987,353,000     N/A      7,481,537,000     -0-
Premiums for the year
  Life Insurance                      26,117,501      3,185,718     -0-         22,931,783     -0-
  Other                                1,961,700              0     -0-          1,961,700     -0-
     Total Premiums             $     28,079,201      3,185,718     -0-         24,893,483     -0-

December 31, 1993
Life Insurance in force         $  7,265,509,000    837,286,000     N/A      6,428,223,000     -0-
Premiums for the year
  Life Insurance                      22,573,306      2,132,670     -0-         20,440,636     -0-
  Other                                1,716,186              0     -0-          1,716,186     -0-
     Total Premiums             $     24,289,492      2,132,670     -0-         22,156,822     -0-

</TABLE>
                                                 27
<PAGE>