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, 1998

                                      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
                               (Tile 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 28, 1999.

                     DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Company's  Annual  Report to  shareholders  for the fiscal year
ended December 31, 1998 (the "Annual Report") are incorporated by reference into
Parts II and IV of this Form 10-K Report.





                                       1
<PAGE>






                                  INDEX


PART    ITEM NUMBER AND CAPTION                                          PAGE

I       Item 1.    Business                                                 3

I       Item 2.    Properties                                               6

I       Item 3.    Legal Proceedings                                        6

I       Item 4.    Submission of Matters to a
                   Vote of Security Holders                                 6

II      Item 5.    Market for Company's Common Stock
                   and Related Shareholder Matters                          7

II      Item 6.    Selected Financial Data                                  7

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

II      Item 8.    Financial Statements and Supplementary Data              7

II      Item 9.    Changes In and Disagreements With
                   Accountants on Accounting and Financial
                   Disclosure                                               7

III     Item 10.   Directors and Executive Officers
                   of the Company                                           8

III     Item 11.   Executive Compensation                                  12

III     Item 12.   Security Ownership of Certain
                   Beneficial Owners and Management                        18

III     Item 13.   Certain Relationships and Related
                   Transactions                                            20

IV      Item 14.   Exhibits, Financial Statement Schedules
                   and Reports on Form 8-K                                 21




                                       2
<PAGE>




                                    PART I


ITEM 1.  BUSINESS

       Erie  Family  Life  Insurance  Company  (hereinafter  referred to as "The
       Company",  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  non-participating  individual  and group life
       insurance policies, including universal life. Erie Family Life also sells
       individual and group annuities.  Erie Family Life is owned 21.6 % by Erie
       Indemnity  Company and 52.2% by Erie  Insurance  Exchange.  The remaining
       stock is held by the public,  predominantly  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  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 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 1998 had a
       ratio of 6:1 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                                           1998         1997          1996         1995          1994
       -----                                           ----         ----          ----         ----          ----
       <S>                                            <C>          <C>           <C>          <C>           <C>
       Ordinary Life (including Total
       and Permanent Disability and
       Additional Accidental Death)                    93.4%        93.3%         93.3%        91.8%         92.1%
       Group                                            6.6          6.7           6.7          8.2           7.9
                                                      ------       ------        ------       ------        ------
                                                      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.

       Structured  settlement annuities sold to affiliate companies  represented
       $17,883,171  in  annuity  deposits  in  1998,  $17,780,582  in  1997  and
       $13,504,953  in 1996.  Also included in the annuity  deposits are annuity
       contracts  purchased  by the Erie  Insurance  Group  Retirement  Plan for
       Employees.  These annuity contracts purchased totaled $6,413,460 in 1998,
       $1,992,060 in 1997 and $4,894,042 in 1996.

                                Classes of Deposits
                                   Total Deposits

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

       Class                                         1998              1997            1996           1995            1994
       -----                                         ----              ----            ----           ----            ----
       <S>                                      <C>             <C>            <C>              <C>             <C>
       Universal Life Deposit                   $  10,692,515   $  10,773,738  $     9,465,576  $    8,490,667  $    7,482,156
       Annuity Deposit                             56,727,779      58,306,640       58,250,822      66,051,230      62,048,541
                                                -------------   -------------  ---------------  --------------  --------------
                                                $  67,420,294   $  69,040,378  $    67,716,398  $   74,541,897  $   69,530,697
</TABLE>

       The Company  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 policy  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,  the District of Columbia, and most recently,
       Illinois.  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.

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.



                                       4
<PAGE>




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  (NAIC), 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  Insurance  Department  and  covered  the five  years  ended
       December 31, 1995.

       The  Commonwealth  of  Pennsylvania   follows  the  statutory  accounting
       practices minimum risk-based  capital  requirements on domestic insurance
       companies that were  developed by the 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 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 $108 million
       and a ratio  of  total  adjusted  capital  to  authorized  control  level
       risk-based  capital of more than 5:1 at December 31, 1998.  The Company's
       ratios   significantly   exceed  the  minimum  NAIC  risk-based   capital
       requirements.

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.




                                       5
<PAGE>




       Annuities  are  subject  to  varying  interest  rates  determined  at the
       discretion  of the  Company  subject to certain  minimums.  During  1998,
       annuity  deposits  earned  interest at rates ranging from 5.00% to 6.00%.
       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.

Employees

       Services of 89 full-time  Employees are provided  through Erie  Indemnity
       Company.  All employees are salaried and 5 are officers.  These  Employee
       expenses  along  with  other  operating  expenses  are  paid by the  Erie
       Indemnity  Company  and  reimbursed  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 1998 was 8.8%.

                    Reinsurance Profitability - Not Applicable.

                    New Types of Insurance - Not Applicable.

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

                                1998 - $11,961,512,000
                                1997 - $10,754,141,000
                                1996 - $ 9,646,962,000
                                1995 - $ 8,370,940,000
                                1994 - $ 7,481,537,000


ITEM 2.  PROPERTIES

The Company owns no real property and no tangible  personal property used in the
operation of its business  except office  supplies and forms.  The Company does,
however,  own real  property for  investment  purposes as provided in Schedule I
"Summary  of  Investments  other  than  Investments  in Related  Parties."  This
property is leased to the Erie  Indemnity  Company.  Rental  income for 1998 was
$343,000. 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 arm's length
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 1998.




                                       6
<PAGE>



                                    PART II


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

Currently  there  is  no  market  on  which  the  Company's stock is traded. The
Company had 1,108 recordholders of Common Stock at December 31, 1998.

       Date Dividends Declared       Date Dividends Paid    Dividends per Share

         March 5, 1997               April 1,1997                 $  .135
         April 29, 1997              July 1, 1997                    .135
         June 17, 1997               October 1, 1997                 .135
         September 15, 1997          January 2, 1998                 .135
         February 17, 1998           April 1, 1998                   .150
         April 28, 1998              July 1, 1998                    .150
         June 15, 1998               October 1, 1998                 .150
         September 16, 1998          January 4, 1999                 .150


ITEM 6.  SELECTED FINANCIAL DATA

The  information  contained  in  "Selected  Financial  Data"  on  Page 16 of the
Company's 1998 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 17 through 25 of the Company's  1998 Annual
Report is incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 1998 Financial Statements and the Company's  Independent Auditors' Report on
pages 26 through 36 of the Company's 1998 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 page 36.


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

None.




                                       7
<PAGE>



                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>

                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 04/01/99                          Held During the Last Five Years
<S>                                     <C>

Peter B. Bartlett 3C,4,5                Director since 1996.  Partner, Brown Brothers Harriman & Co. since
       65                               1974; Director--the Company, Erie Insurance Company and Erie Indemnity
                                        Company, Attorney-in-Fact for Erie Insurance Exchange and Kennametal, Inc.

Samuel P. Black, III 2,4                Director since 1997.  President, Treasurer and Secretary, Samuel P.
       57                               Black & 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
       60                               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
       52                               Officer 1984-present.

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

Philip A. Garcia                        Executive Vice President and Chief Financial Officer of the Company,
       42                               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  October
                                        1997.   Senior  Vice   President   and Controller 1993 - 1997. Vice President
                                        prior to 1993. Director--Flagship City Insurance   Company,   Erie  Insurance
                                        Property & Casualty  Company  and Erie Insurance Company of New York.




<FN>
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>




                                       8
<PAGE>


<TABLE>
<CAPTION>


                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 04/01/99                          Held During the Last Five Years
<S>                                     <C>

Patricia A. Goldman 2,4C                Director since 1996.  Retired; Senior Vice President for Communications,
       57                               USAir, Inc. from 1988 to 1994; Director--the Company, Erie Insurance Company, Erie Indemnity
                                        Company, Attorney-in-Fact for Erie Insurance Exchange and Crown Central Petroleum Company.

Susan Hirt Hagen1,*                     Director since 1980.  Managing Partner, Hagen, Herr & Peppin, Group
       63                               Relations Consultants since 1990; Director--the Company, Erie Insurance Company and Erie
                                        Indemnity  Company,   Attorney-in-Fact for  Erie  Insurance  Exchange,  since
                                        1980; Director--Erie Insurance Property  &  Casualty  Company,   Erie
                                        Insurance Company of New York, and Flagship City Insurance  Company since 1995.

F. William Hirt1C,*                     Director since 1967.  Chairman of the Board of the Company, Erie Insurance Company,
       73                               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.


Edmund J. Mehl 1,2C,4                   Director since 1969.  Retired Chairman and Chief Executive Officer,
       75                               Dispatch Printing, Inc.; Director--the Company, 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
4 Member of Nominating Committee
* F. William Hirt is the brother of Susan Hirt Hagen.
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 04/01/99                          Held During the Last Five Years
<S>                                     <C>    

Stephen A. Milne 1,5                    President, Chief Executive Officer and Director of the Company, Erie
       50                               Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange, and Erie
                                        Insurance  Company since  February 12, 1996.  President  and Chief  Executive
                                        Officer of the Company, 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.   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.

Timothy G. NeCastro                     Senior Vice President and Controller of the Company, Erie Insurance Company, Erie Indemnity
       38                               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 November
                                        1997.

John M. Petersen 1,5                    Director since 1980.  Retired; President and Chief Executive Officer of the Company, Erie
       70                               Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange, 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 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
5 Member of Investment Committee
</FN>
</TABLE>




                                       10
<PAGE>


<TABLE>
<CAPTION>


                                        Present Principal Position with Erie
Name and Age                            Family Life and Other Material Positions
as of 04/01/99                          Held During the Last Five Years
<S>                                     <C>

Jan R. Van Gorder 1                     Director since 1990.  Senior Executive Vice President, Secretary and General Counseo of the
       51                               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 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--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.

Harry H. Weil 2,3,4C,5C                 Director since 1995.  Counsel, Reed, Smith, Shaw & McClay, Attorneys,
       65                               since 1998, Partner 1969 to 1997, Associate 1964 to 1969; Director--the Company, Erie
                                        Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange, Erie Insurance Company and
                                        Calgon Carbon Corporation

Douglas F. Ziegler                      Senior Vice President, Treasurer and Chief Investment Officer of the
       48                               Company 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 and
                                        Erie Insurance Company of New York.  Director--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>




                                       11
<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 compensation  paid by the Company during each
of the three fiscal years ended December 31, 1998,  1997, and 1996, to the Chief
Executive  Officer of the  Company  and the four other most  highly  compensated
executive  officers of the  Company  during  1998 for  services  rendered in all
capacities to the Company,  Erie Indemnity Company, Erie Insurance Exchange (the
"Exchange") and their subsidiaries and affiliates.


                                     Annual Compensation                        

Name and                                           Other Annual     All Other
Principal Position      Year  Salary    Bonus(1)  Compensation   Compensation(2)

Stephen A. Milne        1998  $587,892  $437,391     $2,216           $66,051
President and Chief     1997   539,462   174,697      1,014            66,219
Executive Officer       1996   467,305    39,351      1,014            26,020

Jan R. Van Gorder       1998  $321,032  $143,511     $2,268           $27,887
Senior Executive Vice   1997   321,032   103,469      2,268            26,263
President, Secretary    1996   312,555    25,433      1,014            26,431
& General Counsel

John J. Brinling,       1998  $224,686  $103,143     $2,268           $25,731
Jr., Executive          1997   214,395    68,733      2,268            27,209
Vice President of       1996   202,126    34,652        946            24,098
EFL

Philip A. Garcia        1998  $224,040   $97,910       $510           $20,677
Executive Vice          1997   160,703    58,744        383             4,470
President & Chief       1996   142,255     9,039        332             3,966
Financial Officer

Douglas F. Ziegler      1998  $186,880   $77,753       $923            $5,153
Senior Vice             1997   160,847    53,941        784             4,643
President, Treasurer    1996   143,184     4,953        732             4,393
& Chief Investment
Officer


(1)    The amounts  indicated in the bonus column above represent amounts earned
       by the named executives  during 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
       Company's  financial goals compared to a selected peer group. The amounts
       indicated also include minor perquisites to the named executive officers.
       In 1998, these amounts were $11,323,  $11,095,  $11,288,  $5,550 and $450
       for  Messrs.   Milne,  Van  Gorder,   Brinling,   Garcia,   and  Ziegler,
       respectively.

(2)    Amounts indicated in the Annual  Compensation column include the premiums
       for group life insurance  policies and supplemental  group life insurance
       policies for the named executive officers.

(3)    Amounts shown 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  plan  insurance
       policies and  miscellaneous  expense  reimbursements.  For the year 1998,
       contributions  made to the  Employee  Savings  Plan  amounted to $15,507,
       $10,391,  $7,911,  $6,559,  and $5,153,  on behalf of Messrs.  Milne, Van
       Gorder, Brinling,  Garcia and Ziegler,  respectively.  For the year 1997,
       contributions  made to the  Employee  Savings  Plan  amounted to $12,194,
       $8,676,  $6,432,  $4,470,  and  $4,643 on behalf of  Messrs.  Milne,  Van
       Gorder, Brinling,  Garcia and Ziegler,  respectively.  For the year 1996,
       contributions  made to the  Employee  Savings  Plan  amounted to $11,729,
       $8,689,  $6,026,  $3,966,  and  $4,393 on behalf of  Messrs.  Milne,  Van


                                       12
<PAGE>



       Gorder, Brinling, Garcia and Ziegler, respectively.  Premiums paid during
       1998 for split  dollar life  insurance  policies for Messrs.  Milne,  Van
       Gorder,  Brinling,  Garcia and  Ziegler,  respectively,  were as follows:
       $50,544,  $17,496,  $17,820,  $14,118 and $-0-. Premiums paid during 1997
       for split dollar life insurance  policies for Messrs.  Milne, Van Gorder,
       Brinling,  Garcia and Zeigler,  respectively,  were as follows:  $51,531,
       $17,587,  $17,700,  $-0- and $-0-.  Premiums  paid  during 1996 for split
       dollar life insurance policies for Messrs.  Milne, Van Gorder,  Brinling,
       Garcia and  Ziegler,  respectively,  were as follows:  $14,291,  $17,742,
       $18,072,  $-0- and $-0-.  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.  For the year  1998,  no
       miscellaneous expense reimbursements were incurred for Messrs. Milne, Van
       Gorder, Brinling,  Garcia and Ziegler,  respectively.  For the year 1997,
       miscellaneous expenses  reimbursements  amounted to $2,494, $-0-, $3,077,
       $-0- and  $-0- for  Messrs.  Milne,  Van  Gorder,  Brinling,  Garcia  and
       Ziegler,  respectively. For the year 1996, no miscellaneous expenses were
       incurred for Messrs.  Milne,  Van Gorder,  Brinling,  Garcia and Ziegler,
       respectively.


Agreements with Executive Officers

Upon the recommendation of the Executive Compensation Committee of the Company's
Board of Directors,  the Company entered into employment  agreements in December
1997 with the following four senior executive  officers of the Company:  John J.
Brinling,  Jr.,  Executive  Vice  President  of the  Company;  Stephen A. Milne,
President  and  Chief  Executive  Officer  of the  Company;  Philip  A.  Garcia,
Executive Vice President and Chief Financial Officer of the Company,  and Jan R.
Van Gorder,  Senior  Executive Vice President,  Secretary and General Counsel of
the Company.  At a meeting of the Board of Directors  held on March 9, 1999, 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:

(a)      A four-year term for Mr. Milne,  expiring in December 2002, and for the
         other executives a two-year term expiring in December 2000,  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  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:
        (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.



                                       13
<PAGE>



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 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 in 1998 for the three-year  performance  period of 1998
through 2000 and for target awards  granted to the  Company's  five highest paid
executive officers in 1997 for the three-year performance period of 1997 through
1999.

<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.                    45,839                   1997-1999            -0-            $188,812          (1)
                             76,757                   1998-2000            -0-            $377,623          (1) 

Van Gorder, J.               27,279                   1997-1999            -0-            $112,361          (1)
                             22,839                   1998-2000            -0-            $112,361          (1)

Brinling, J.                 18,218                   1997-1999            -0-            $ 75,038          (1)
                             15,253                   1998-2000            -0-            $ 75,038          (1)

Garcia, P.                   12,719                   1997-1999            -0-            $ 52,390          (1)
                             14,243                   1998-2000            -0-            $ 70,070          (1)

Ziegler, D.                  13,438                   1997-1999            -0-            $ 55,350          (1) 
                             12,948                   1998-2000            -0-            $ 63,701          (1)
</TABLE>

 (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.





                                       14
<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 (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

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 - 22 years, Jan R. Van Gorder
- 18 years,  John J. Brinling, Jr. - 30  years,  Philip A. Garcia - 18 years and
Douglas F. Ziegler - 10 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
$130,000,  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.  In addition,  all  directors  are  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 total amount allocated to the Company for directors fees in 1998
was $78,437.  Director  Petersen  also is  compensated  pursuant to a consulting
arrangement as disclosed in Item 13.






                                       15
<PAGE>
Compensation Committee Interlocks and Insider Participation

The Executive  Compensation  Committee  (the  "Compensation  Committee")  of the
Company  presently  consists  of Peter B. Bartlett, Chairman, J. Ralph Borneman,
Jr. and Harry H. Weil.  No member of the  Compensation 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  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.
------------------------
 
  * -  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 recused 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 three  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. No officer of the Company has received  compensation
in excess of $1 million in any fiscal year to date with the exception of Stephen
A. Milne,  President and Chief  Executive  Officer of the Company,  in 1998. 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 1998.
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  insurers.  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.

                                       16
<PAGE>



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 Company  while
enhancing  shareholder  value of the Company and to promote  the  attainment  of
significant  business  objectives  for the  Company  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 Company's performance.

The Long-Term  Incentive  Plan,  which was approved by shareholders on April 29,
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.
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,  such as property and casualty
insurance  loss  ratios,   investment   portfolio   returns,   overall   Company
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 1998  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:

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





                                       17
<PAGE>




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of 2/28/99

(a)
    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           4,932,900(1)                    52.2%(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

  Patricia A. Goldman                           100                    --
  30261/2Q Street, NW
  Washington, DC 20007

  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

  Edmund J. Mehl                             12,150                   .13%
  504 Frontier Dr.
  Erie, PA  16505

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




                                       18
<PAGE>




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

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

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

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

  Harry H. Weil                                   100                  --
  7 Foxwood Drive
  Pittsburgh, PA   15238

  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 Alan 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 (16 persons)                     564,220(2)             5.97%(2)

      (1)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  Erie
         Indemnity'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 the Company'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 Erie  Indemnity  Company 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.  





                                       19
<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 1998 to the  agencies  for  commissions  written on
     insurance policies from the property and casualty  affiliated  insurers and
     Erie Family Life Insurance  Company amounted to $2,843,333 and $541,307 for
     the  Borneman  and the Black  insurance  agencies,  respectively.  Of these
     amounts,  the  Company  paid  commissions  of  $121,310  and $33,437 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.

     Director  Mehl is the  retired  Chairman  and Chief  Executive  Officer  of
     Dispatch  Printing,  Inc., a company owned by his family members.  Payments
     for printing  services  provided to the  Company,  and its  affiliates,  by
     Dispatch Printing, Inc. amounted to $99,293 in 1998.

     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 1998 by the Company,  the Erie
     Insurance Exchange,  the Erie Indemnity Company,  and the pension trust was
     $60,707, $3,230,854, $120,797 and $107,687, respectively.

     Director  Bartlett is a partner of Brown  Brothers  Harriman & Co.  ("Brown
     Brothers").   During  1998,  the  Company  and  its   affiliates   invested
     approximately  $16,609,958 in various limited partnerships,  of which Brown
     Brothers  through its Corporate  Finance  Division is the general  partner,
     and, as the general partner,  was paid management fees by Partnerships,  of
     which $429,113 was the combined amount  allocable to the Company,  the Erie
     Insurance Exchange and the Erie Indemnity Company, based upon their limited
     partnership  interests.  Director Bartlett has not and will not receive any
     compensation from Brown Brothers with respect to any income earned by Brown
     Brothers or its  Corporate  Finance  Division  from the  management  of the
     investments by the Company and its affiliates in such limited partnerships.





                                       20
<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 26 through 36 in the  Company's  annual  report to
          shareholders for the year ended December 31, 1998.

               Independent Auditors' Report
               Statements  of  Financial  Position - December  31, 1998 and 1997
               Statements of Operations  for the years ended  December 31, 1998,
                 1997  and 1996  
               Statements of Cash Flows for the years ended December  31, 1998,
                 1997 and 1996 
               Statements of Shareholders' Equity for the years ended 
                 December 31, 1998, 1997 and 1996 
               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.





                                       21
<PAGE>




      (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 dated December 16, 1997 by and 
                        between Erie Indemnity Company and Stephen A. Milne

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

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

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

            13          1998 Annual Report to Security Holders.  Reference is 
                        made to the Annual Report furnished to the Commission,
                        herewith.
            
            27          Financial Data Schedule
---------------------------

*         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.

          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, 1998.





                                       22
<PAGE>




                                  SIGNATURES

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

Date:  March 9, 1999     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/ Peter B. Bartlett                                                           
  Peter B. Bartlett                                          Edmund J. Mehl

/s/ Samuel P. Black, III                                   /s/ Stephen A. Milne 
  Samuel P. Black, III                                       Stephen A. Milne

/s/ J. Ralph Borneman                                      /s/ John M. Petersen 
  J. Ralph Borneman                                          John M. Petersen

/s/ Patricia A. Goldman                                    /s/ Jan R. Van Gorder
  Patricia A. Goldman                                        Jan R. Van Gorder

  Susan Hirt Hagen                                         /s/ Harry H. Weil    
                                                             Harry H. Weil
/s/ F. William Hirt                                  
  F. William Hirt




                                       23
<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, 1998 and 1997 and the related
statements of  operations,  shareholders'  equity and cash flows for each of the
three years in the period  ended  December  31,  1998,  as contained in the 1998
annual report,  incorporated  by reference in the annual report on Form 10-K for
the year ended December 31, 1998. 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, 1998 and 1997,  and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1998
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, 1999

 

                                       24
<PAGE>





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


                                                            December 31, 1998

                                                                   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                                         $              4,406,278 $             5,179,278 $              5,179,278
U. S. Government Agency                                                16,025,013              16,584,434               16,584,434
States & Political Subdivisions                                         2,056,746               2,163,346                2,163,346
Special Revenue                                                        11,064,596              11,847,457               11,847,457
Public Utilities                                                       70,265,181              73,540,979               73,540,979
U. S. Banks, Trusts, and Insurance Companies                          113,542,943             120,988,299              120,988,299
U. S. Industrial and Miscellaneous                                    331,431,877             347,249,132              347,249,132
Foreign Governments - Agency                                            2,989,533               2,681,700                2,681,700
Foreign Industrial and Miscellaneous                                   24,692,963              25,288,612               25,288,612
-----------------------------------------------------------------------------------------------------------------------------------
      Total Fixed Maturities available-for-sale          $            576,475,130 $           605,523,237 $            605,523,237
-----------------------------------------------------------------------------------------------------------------------------------

Equity Securities

Common Stock
U. S. Banks, Trusts and Insurance Companies              $              7,254,301 $            11,605,477 $             11,605,477
U. S. Industrial and Miscellaneous                                     40,574,024              45,710,001               45,710,001

Non-Redeemable Preferred Stocks:
Public Utilities                                                        4,000,000               4,040,000                4,040,000
U. S. Banks, Trusts and Insurance Companies                            43,056,959              44,769,972               44,769,972
U. S. Industrial and Miscellaneous                                     12,951,292              12,638,260               12,638,260
Foreign Banks, Trusts, and Insurance Companies                         12,873,364              12,930,000               12,930,000
Foreign Industrial and Miscellaneous                                    3,900,000               4,100,000                4,100,000
-----------------------------------------------------------------------------------------------------------------------------------
Total Equity Securities                                  $            124,609,940 $           135,793,710 $            135,793,710
-----------------------------------------------------------------------------------------------------------------------------------
Real Estate
   Investment Property                                   $              1,541,445 $             1,541,445 $              1,541,445
Policy Loans                                                            6,013,130               6,013,130                6,013,130
Mortgage Loans                                                         10,070,394              10,070,394               10,070,394
Other Invested Assets                                                  15,940,561              15,940,561               15,940,561
-----------------------------------------------------------------------------------------------------------------------------------
Total Investments                                        $            734,650,600 $           774,882,477 $            774,882,477
-----------------------------------------------------------------------------------------------------------------------------------
</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>

1998
Ordinary Life Insurance       $        61,387,166  $        144,849,922  $        138,375  $        1,594,030
Group Life Insurance                            0             1,043,324                 0             207,000
Annuities                               9,529,094           524,122,492                 0                   0
Supplemental Contracts                          0               607,094                 0                   0
---------------------------------------------------------------------------------------------------------------------
     Total                    $        70,916,260  $        670,622,832  $        138,375  $        1,801,030
---------------------------------------------------------------------------------------------------------------------

1997
Ordinary Life Insurance       $        55,958,508  $        127,064,469  $        131,926  $        1,839,677
Group Life Insurance                            0             1,189,498                 0             210,000
Annuities                               8,608,577           489,444,701                 0                   0
Supplemental Contracts                          0               876,054                 0                   0
---------------------------------------------------------------------------------------------------------------------
     Total                    $        64,567,085  $        618,574,722  $        131,926  $        2,049,677
---------------------------------------------------------------------------------------------------------------------

1996
Ordinary Life Insurance       $        50,586,096  $        107,704,284  $        119,145  $        1,612,105
Group Life Insurance                            0             1,135,755                 0              91,000
Annuities                               7,440,332           450,570,003                 0                   0
Supplemental Contracts                          0               889,669                 0                   0
---------------------------------------------------------------------------------------------------------------------
     Total                    $        58,026,428  $        560,299,711  $        119,145  $        1,703,105
---------------------------------------------------------------------------------------------------------------------

</TABLE>




                                       26
<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>

1998
Ordinary Life Insurance       $     35,732,584    $     16,128,825    $     17,265,146    $     4,147,159    $     8,828,794
Group Life Insurance                 2,501,243              75,545             834,674                  0            623,339
Annuities                                4,729          36,073,973          29,775,077            248,396            447,308
Supplemental Contracts                       0              51,000              95,026                  0              3,583
----------------------------------------------------------------------------------------------------------------------------------
     Total                    $     38,238,556    $     52,329,343    $     47,969,923    $     4,395,555    $     9,903,024
----------------------------------------------------------------------------------------------------------------------------------

1997
Ordinary Life Insurance       $     32,826,827    $     14,659,150    $     18,511,338    $     3,607,634    $     7,911,668
Group Life Insurance                 2,363,002              82,350           1,367,179                  0            590,861
Annuities                                3,643          35,110,681          27,614,299             87,332          1,088,065
Supplemental Contracts                       0              62,111              51,604                  0              4,163
----------------------------------------------------------------------------------------------------------------------------------
     Total                    $     35,193,472    $     49,914,292    $     47,544,420    $     3,694,966    $     9,594,757
----------------------------------------------------------------------------------------------------------------------------------

1996
Ordinary Life Insurance       $     29,038,797    $     13,165,970    $     17,434,872    $     2,456,879    $     7,078,531
Group Life Insurance                 2,073,494              75,877           1,040,741                  0            483,232
Annuities                                3,871          32,641,980          25,061,905            684,471          1,785,210
Supplemental Contracts                       0              65,142              47,430                  0              4,280
----------------------------------------------------------------------------------------------------------------------------------
     Total                    $     31,116,162    $     45,948,969    $     43,584,948    $     3,141,350    $     9,351,253
----------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Net of reinsurance ceded
</FN>
</TABLE>


                                                                  
<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, 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-
  Group                                            2,409,053                  0            96,919             2,505,972        3.87%
-----------------------------------------------------------------------------------------------------------------------------------
     Total Premiums                         $     42,195,522    $     4,053,885      $     96,919      $     38,238,556        0.25%
-----------------------------------------------------------------------------------------------------------------------------------

December 31, 1997
Life Insurance in force                     $ 11,888,559,000    $ 1,167,467,000      $ 33,049,000      $ 10,754,141,000        0.31%
Premiums for the year
  Life Insurance                                  36,587,421          3,760,594                 0            32,826,827        -0-
  Group                                            2,257,474                  0           109,171             2,366,645        4.61%
-----------------------------------------------------------------------------------------------------------------------------------
     Total Premiums                         $     38,844,895    $     3,760,594      $    109,171      $     35,193,472        0.31%
-----------------------------------------------------------------------------------------------------------------------------------

December 31, 1996
Life Insurance in force                     $ 10,766,917,000    $ 1,151,610,000      $ 31,655,000      $  9,646,962,000        0.33%
Premiums for the year
  Life Insurance                                  32,673,673          3,634,876                 0            29,038,797        -0-
  Group                                            1,994,659                  0            82,706             2,077,365        3.98%
-----------------------------------------------------------------------------------------------------------------------------------
     Total Premiums                         $     34,668,332    $     3,634,876      $     82,706      $     31,116,162        0.27%
-----------------------------------------------------------------------------------------------------------------------------------


</TABLE>



                                       27
<PAGE>




                         EXHIBIT INDEX

           (Pursuant to Item 601 of Regulation S-K)

                                                                    Sequentially
Exhibit                                                               Numbered
Number   Description of Exhibit                                         Page    

 3.1     Amended and Restated By-laws of Registrant                      29    

10.1*    1997 Annual Incentive Plan of Erie Indemnity Company

10.2*    Erie Indemnity Company Long-Term Incentive Plan

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

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

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

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

13       1998 Annual Report to Security Holders.  Reference is made
         to the Annual Report furnished to the Commission, herewith.     47

27       Financial Data Schedule                                         82

*    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.

                                       28