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, 1999

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                                                         [NO FEE REQUIRED]
For the transition period from              to

                       Commission File Number 2-39458

                      ERIE FAMILY LIFE INSURANCE COMPANY
             (Exact name of Company as specified in its charter)

           Pennsylvania                                25-1186315
(State or other jurisdiction                        (I.R.S. Employer
 of incorporation or organization)                  Identification No.)

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

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

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

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

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

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

              Yes    X                            No

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

Indicate the number of shares  outstanding  of each of the Company's  classes of
common stock,  as of the latest  practicable  date:  9,450,000  shares of Common
Stock outstanding on February 29, 2000.

                     DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Company's  Annual  Report to  shareholders  for the fiscal year
ended December 31, 1999 (the "Annual Report") are incorporated by reference into
Parts II and IV of this Form 10-K Report.





                                       1
<PAGE>



                                     INDEX

ITEM NUMBER AND CAPTION                                                   PAGE

                                     Part I

Item 1.    Business                                                         3

Item 2.    Properties                                                       7

Item 3.    Legal Proceedings                                                7

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

                                    Part II

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

Item 6.    Selected Financial Data                                          8

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

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

Item 8.    Financial Statements and Supplementary Data                      8

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

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant                9

Item 11.  Executive Compensation                                           13

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

Item 13.  Certain Relationships and Related Transactions                   22

                                    Part IV

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





                                       2
<PAGE>


                                    PART I


ITEM 1.  BUSINESS

       Erie  Family  Life  Insurance  Company  (hereinafter  referred  to as the
       "Company" or "Erie Family Life") was  incorporated in the Commonwealth of
       Pennsylvania on May 23, 1967 and commenced business on September 1, 1967.
       The Company is  primarily  engaged in the  business of  underwriting  and
       selling  nonparticipating  individual and group life insurance  policies,
       including  universal  life.  Erie Family Life also sells  individual  and
       group  annuities.  Erie  Family  Life's  common  stock  is  owned by Erie
       Indemnity  Company (21.6%) and by Erie Insurance  Exchange  (53.2%).  The
       remaining stock is held by the public, predominantly by directors, agents
       and employees of Erie Indemnity Company.

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

Products

       The  Company's  portfolio  of life  insurance  includes  permanent  life,
       endowment  and  term  policies,   including  whole  life,   mortgage  and
       decreasing term,  group,  and universal life insurance.  In terms of face
       value,  new  life  business  issued  in 1999  had a ratio  of 5:1 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, Net of Reinsurance

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

       Class                                      1999         1998         1997         1996         1995
       -----                                      ----         ----         ----         ----         ----
       <S>                                       <C>          <C>          <C>          <C>          <C>
       Ordinary Life (including Term,
       Whole Life and Universal Life              93.7%        93.4%        93.3%        93.3%        91.8%
       Group                                       6.3          6.6          6.7          6.7          8.2
                                                 ------       ------       ------       ------       ------
                                                 100.0%       100.0%       100.0%       100.0%       100.0%

</TABLE>





                                       3
<PAGE>


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

       The Erie  Insurance  Group  affiliated  property and  casualty  insurance
       companies  periodically purchase annuities from the Company in connection
       with the structured settlement of claims. Structured settlement annuities
       sold  to  affiliated  property/casualty  companies  totaled  $23,312,225,
       $17,883,171 and $17,780,582 in 1999, 1998, and 1997,  respectively.  Also
       included in the annuity deposits are annuity  contracts  purchased by the
       Erie  Insurance  Group  Retirement  Plan  for  Employees.  These  annuity
       contracts totaled  $5,321,738 in 1999,  $6,413,460 in 1998 and $1,992,060
       in 1997.

                              Classes of Deposits
                         For the year ended December 31,

<TABLE>
<CAPTION>

       Class                                       1999            1998           1997             1996            1995
       -----                                       ----            ----           ----             ----            ----
       <S>                                      <C>             <C>            <C>              <C>             <C>
       Universal Life Deposit                   $11,792,172     $10,692,515    $10,733,738      $ 9,465,576     $ 8,490,667
       Annuity Deposit                           67,114,641      56,727,779     58,306,640       58,250,822      66,051,230
                                                -----------     -----------    -----------      -----------     -----------
                                                $78,906,813     $67,420,294    $69,040,378      $67,716,398     $74,541,897

</TABLE>

       The  Company  reinsures  a  portion  of its  business  under a number  of
       different reinsurance agreements. The primary purpose of this reinsurance
       is to enable the  Company to write a policy in an amount  larger than the
       Company is willing to assume for itself.  The  secondary  purposes are to
       receive  commissions  on the  reinsurance  ceded and in some instances to
       participate  in  the  profits  of  the  reinsured  business  by way of an
       "experience  rating refund." The Company  currently  reinsures with other
       insurance   companies  the  portion  of  the  insurance   coverage  above
       acceptable  retentions.  The retention  limits on an  acceptable  risk is
       $300,000 on each individual life policy written.

Marketing

       The  Company  markets  its  products  through  independent  agents in ten
       jurisdictions.  The 1999  statutory  direct  premium  revenue  for  those
       jurisdictions is made up of:  Pennsylvania  (69.54%),  Maryland  (6.47%),
       Virginia (5.60%), West Virginia (3.43%),  Ohio (7.20%),  Indiana (2.76%),
       Tennessee  (1.75%),  North  Carolina  (2.84%),  the  District of Columbia
       (.01%) and  Illinois  (.40%).  The  policies  sold are  evaluated  by the
       Company's  Underwriting  Department which selects or declines  applicants
       for insurance.  Premium on policies which are accepted may be standard or
       rated, depending on the nature of the risk.





                                      4
<PAGE>


Competition

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

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

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

       In addition  to  competing  insurance  products  from  current and future
       sources,  the Company's  interest  sensitive  products compete with other
       available  investment  products  including  but not limited to common and
       preferred stocks, bonds, mutual funds and other instruments.

Life Reserves

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

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

       Annuities  are  subject  to  varying  interest  rates  determined  at the
       discretion  of the  Company  subject to certain  minimums.  During  1999,
       deposits to individual annuities earned interest at rates ranging from 5%
       to 5.75%.  Management  believes  the fair value of annuity and  universal
       life  deposits   approximates  the  amounts  recorded  in  the  financial
       statements,  since these obligations are generally subject to fluctuating
       interest rates.

Insurance Regulation

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





                                       5
<PAGE>


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

       The NAIC levels and ratios are as follows:

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

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

       Erie Family Life has regulatory  total  adjusted  capital of $128 million
       and a ratio  of  total  adjusted  capital  to  authorized  control  level
       risk-based  capital of more than 5:1 at December 31, 1999.  The Company's
       ratios   significantly   exceed  the  minimum  NAIC  risk-based   capital
       requirements.


Employees

       Services of 106 full-time  Employees are provided  through Erie Indemnity
       Company. Five of the employees are officers. Employee expenses along with
       other  operating  expenses  are paid by the Erie  Indemnity  Company  and
       reimbursed by the Company on a monthly  basis.  None of the Employees are
       covered by collective  bargaining agreements and the Company believes its
       Employee relations are good.

Other Data

                    The Company's Lapse Rate for 1999 was 8.0%.

                    Reinsurance Profitability - Not Applicable.

                    New Types of Insurance - Not Applicable.

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

                                1999 - $13,031,595,000
                                1998 - $11,961,512,000
                                1997 - $10,754,141,000
                                1996 - $ 9,646,962,000
                                1995 - $ 8,370,940,000



Safe Harbor  Statement  Under the Private  Securities  Litigation  Reform Act of
1995:  Statements  contained herein expressing the beliefs of management and the
other statements  which are not historical  facts contained in this report,  are
forward-looking statements that involve risks and uncertainties. These risks and
uncertainties  include  but are  not  limited  to:  legislative,  judicial,  and
regulatory  changes,  the impact of  competitive  products and pricing,  product
development,  geographic spread of risk,  catastrophic events, better (or worse)
mortality rates and securities market fluctuations.





                                      6
<PAGE>


ITEM 2.  PROPERTIES

The Company owns real property for investment purposes as provided in Schedule I
"Summary  of  Investments  other  than  Investments  in Related  Parties."  This
investment  property is leased to the Erie Indemnity Company.  Rental income for
1999 was $303,000.  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 1999.





                                        7
<PAGE>



                                    PART II


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

The  information  set forth on page 29 of the  Company's  1999 Annual  Report is
incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

The  information  contained  in  "Selected  Financial  Data"  on  Page 21 of the
Company's 1999 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 22 through 28 of the Company's  1999 Annual
Report is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  set forth on page 27 of the  Company's  1999 Annual  Report is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 1999 Financial Statements and the Company's  Independent Auditors' Report on
pages 30 through 43 of the Company's 1999 Annual Report are incorporated  herein
by  reference,  as is the  unaudited  information  set forth in the Notes to the
Financial   Statements  under  the  caption  "Quarterly  Results  of  Operations
(Unaudited)" on pages 42 through 43.

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

None.





                                       8
<PAGE>


                                    PART III


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

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 04/01/00                            Held During the Last Five Years
<S>                                       <C>

Peter B. Bartlett 1,3C,4,5                Director since 1996.  Partner, Brown Brothers Harriman & Co. since 1974;   Director--the
       66                                 Company,  Erie  Insurance  Company  and  Erie  Indemnity  Company, Attorney-in-Fact
                                          for Erie Insurance Exchange and Kennametal, Inc.

Samuel P. Black, III 2,4,5                Director since 1997.  President, Treasurer and Secretary, Samuel P. Black & Associates,
       58                                 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 Associates,
       61                                 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 Office 1984-present.
       53

Robert H. Dreyer                          Senior Vice President of the Company since 1990.  Chief Actuary 1983-Present.
       62

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



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





                                       9
<PAGE>

<TABLE>
<CAPTION>

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 04/01/00                            Held During the Last Five Years
<S>                                       <C>

Patricia A. Goldman 2,4C                  Director since 1996. Retired; Senior Vice President for Communications, USAir,  Inc.
       58                                 1988 - 1994; Director--the  Company,  Erie  Insurance  Company,  Erie  Indemnity Company,
                                          Attorney-in-Fact for Erie Insurance Exchange and Crown Central Petroleum Company.

Susan Hirt Hagen 1,*                      Director since 1980.  Managing Partner, Hagen, Herr & Peppin, Group Relations  Consultants
       64                                 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 Hirt 1C,*                      Director since 1967.  Chairman of the Board of the Company, Erie Insurance Company, Erie
       74                                 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.

Gwendolyn S. King 4                       Director since 1999.  Retired; Senior Vice President for Corporate and Public Affairs,
        60                                PECO Energy Company 1992 - 1998; Director - the Company, Erie Insurance Company and Erie
                                          Indemnity Company,  Attorney-in-Fact for Erie Insurance Exchange, Lockheed Martin Corp.,
                                          Monsanto Company and Marsh & McLennan Companies.

Martin J. Lippert 2                       Director since 1999. Vice Chairman, Executive Vice President and Chief Information Officer
        40                                of Systems and Technology, Royal Bank of Canada 1997 - Present; Executive Vice  President,
                                          Mellon Bank 1995 - 1997;  Director - the Company,  Erie Insurance Company and Erie
                                          Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange.



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





                                       10
<PAGE>

<TABLE>
<CAPTION>

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 04/01/00                            Held During the Last Five Years
<S>                                       <C>

Stephen A. Milne 1, 5                     President, Chief Executive Officer and Director of the Company, Erie Indemnity Company,
       51                                 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. 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
       39                                 Indemnity Company, Attorney-in-Fact for Erie Insurance Exchange, Flagship City Insurance
                                          Company, Erie Insurance Property & Casualty Company and Erie Insurance Company of New York
                                          since 1997.  Department  Manager - Internal Audit 1996 - 1997.

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




<FN>
1 Member of Executive Committee
5 Member of Investment Committee
</FN>
</TABLE>





                                       11
<PAGE>

<TABLE>
<CAPTION>

                                          Present Principal Position with Erie
Name and Age                              Family Life and Other Material Positions
as of 04/01/00                            Held During the Last Five Years
<S>                                       <C>

Jan R. Van Gorder 1                       Director since 1990.  Senior Executive Vice President, Secretary and General Counsel  of
       52                                 the  Company,  Erie  Indemnity  Company,  Attorney-in-Fact  for  Erie  Insurance Exchange,
                                          and Erie Insurance  Company since  1990  and  of Flagship City Insurance  Company and Erie
                                          Insurance Property & Casualty Company since 1992 and  1993,  respectively  and of  Erie
                                          Insurance  Company  of New York  since 1994. Senior Vice President, Secretary and  General
                                          Counsel  of  the  Company, Erie   Insurance   Company   and  Erie Indemnity  Company,
                                          Attorney-in-Fact for Erie  Insurance  Exchange  for more than five  years  prior  thereto;
                                          Director--the  Company, Erie Insurance Company,  Flagship  City  Insurance Company,  Erie
                                          Insurance  Property  & Casualty   Company,   Erie   Insurance Company of New York and Erie
                                          Indemnity Company,   Attorney-in-Fact  for  Erie Insurance Exchange.

Harry H. Weil 2C,3,5                      Director since 1995. Retired; Reed, Smith, Shaw & McClay, Attorneys, since  1998,  Partner
       66                                 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 Company   since 1993.
       49                                 Senior  Vice  President, Treasurer and  Chief  Investment   Officer   of   the   Erie
                                          Insurance Company, Erie Indemnity Company, Attorney-in-Fact for  Erie Insurance  Exchange,
                                          Flagship  City Insurance Company and Erie Insurance Property & Casualty  Company  and Erie
                                          Insurance   Company   of   New   York. Director--Erie  Insurance  Company  of New York.

Robert C. Wilburn 3                       Director since 1999.  Distinguished Service Professor, Carnegie Mellon University  since
       56                                 1999; Retired, President and Chief Executive Officer, Colonial Williamsburg  Foundation,
                                          1992 - 1999; Director - the Company,  Erie Insurance Company and Erie Indemnity Company,
                                          Attorney-in-Fact for Erie Insurance Exchange.



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





                                       12
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

The  Company is a member of an  insurance  holding  company  system  pursuant to
Pennsylvania   law  under  which  insurance   companies  are  required  to  have
nominating,  audit and  executive  compensation  committees  composed  solely of
directors who are not officers,  employees or  controlling  shareholders  of the
Company or any entity controlling the Company.  Insurance  companies can satisfy
this  requirement  if the  insurance  company is  controlled  by an insurer or a
publicly held corporation that has committees that comply with this requirement.
Erie  Indemnity  Company,  holder of 21.6% of the Company's  stock  directly and
53.2% 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  during each of the three fiscal
years ended  December  31, 1999,  1998,  and 1997,  paid to the Chief  Executive
Officer of the  Company  and the four other most  highly  compensated  executive
officers of the Company  during 1999 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        1999   $633,600   $495,201   $2,595           $64,649
President and Chief     1998    587,892    436,683    2,924            66,051
Executive Officer       1997    539,462    173,989    1,722            66,219

Jan R. Van Gorder       1999   $335,482   $150,653   $2,614           $26,492
Senior Executive Vice   1998    321,032    142,340    3,439            27,887
President, Secretary    1997    321,032    102,761    2,976            26,263
& General Counsel

Philip A. Garcia        1999   $244,720   $119,302     $763           $13,475
Executive Vice          1998    224,040     97,641      779            20,677
President & Chief       1997    160,703     58,555      572             4,470
Financial Officer

John J. Brinling,       1999   $238,168   $101,575   $2,454           $24,875
Jr., Executive          1998    224,686    102,132    3,279            25,731
Vice President of       1997    214,395     68,166    2,835            27,209
EFL

Jeffrey A. Ludrof       1999   $216,432    $95,769      $76           $13,063
Executive Vice          1998    171,019     74,860      -0-             5,444
President               1997    159,831        -0-      -0-             3,581


(1)    The amounts  indicated in the bonus column above represent amounts earned
       by the named executives  during 1999 under the Company's Annual Incentive
       Plan.  The  purpose of the Annual  Incentive  Plan is to promote the best
       interests of the Erie  Insurance  Exchange  while  enhancing  shareholder
       value  of  the  Company  by  basing  a  portion  of  selected  employees'
       compensation  on the  performance  of  such  employee  and  the  Company.
       Performance  measures  are  established  by  the  Executive  Compensation
       Committee based on the attainment of individual performance goals and the
       Company's  financial goals compared to a selected peer group. The amounts
       indicated  also include  reimbursement  of club dues for Mr. Milne in the
       amount of $56,912  and a special  merit  bonus of $90,662 in  addition to
       reimbursement   for  other  minor   perquisites.   For  the  other  named
       executives,  the  amounts  indicated  include  reimbursements  for  minor
       perquisites  in the  amounts of $10,192,  $16,794,  $3,804 and $7,985 for
       Messrs. Van Gorder, Garcia, Brinling, and Ludrof, respectively.





                                       13
<PAGE>


(2)    Amounts indicated in the "Other Annual  Compensation"  column include the
       taxable  value of group term life  insurance in excess of $50,000 and the
       associated  tax  reimbursement  for the  named  executive  officers.  The
       amounts exclude  Long-Term  Incentive Plan benefits  awarded in February,
       2000. (See Long-Term Incentive Plan Awards in Last Fiscal Year table ).

(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 1999,
       contributions  made to the  Employee  Savings  Plan  amounted to $14,308,
       $9,084,  $6,461,  $7,145  and  $6,365,  on behalf of Messrs.  Milne,  Van
       Gorder,  Garcia,  Brinling and Ludrof,  respectively.  For the year 1998,
       contributions  made to the  Employee  Savings  Plan  amounted to $15,507,
       $10,391,  $6,559,  $7,911  and  $5,444 on behalf of  Messrs.  Milne,  Van
       Gorder,  Garcia,  Brinling and Ludrof,  respectively.  For the year 1997,
       contributions  made to the  Employee  Savings  Plan  amounted to $12,194,
       $8,676, $4,470, $6,432 and $3,581 on behalf of Messrs. Milne, Van Gorder,
       Garcia, Brinling and Ludrof, respectively.  Premiums paid during 1999 for
       split  dollar life  insurance  policies  for Messrs.  Milne,  Van Gorder,
       Garcia,  Brinling  and Ludrof,  respectively,  were as follows:  $50,341,
       $17,408,  $7,014, $17,730 and $6,698. Premiums paid during 1998 for split
       dollar life insurance  policies for Messrs.  Milne,  Van Gorder,  Garcia,
       Brinling and Ludrof,  respectively,  were as follows:  $50,544,  $17,496,
       $14,118,  $17,820 and $-0-.  Premiums  paid during 1997 for split  dollar
       life insurance policies for Messrs. Milne, Van Gorder,  Garcia,  Brinling
       and  Ludrof,  respectively,  were as  follows:  $51,531,  $17,587,  $-0-,
       $17,700 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  1999,  no
       miscellaneous expense reimbursements were incurred for Messrs. Milne, Van
       Gorder, Garcia,  Brinling and Ludrof. For the year 1998, no miscellaneous
       expense  reimbursements  were  incurred  for Messrs.  Milne,  Van Gorder,
       Garcia,  Brinling and Ludrof. For the year 1997,  miscellaneous  expenses
       reimbursements  amounted  to  $2,494,  $-0-,  $3,077,  $-0-  and $-0- for
       Messrs. Milne, Van Gorder, Garcia, Brinling and Ludrof, respectively.

Agreements with Executive Officers

     The Company has  entered  into  employment  agreements  with the  following
     senior executive officers of the Company:  Stephen A. Milne,  President and
     Chief Executive Officer of the Company; Jan R. Van Gorder, Senior Executive
     Vice  President,  Secretary and General  Counsel of the Company;  Philip A.
     Garcia,  Executive  Vice  President  and  Chief  Financial  Officer  of the
     Company;  Jeffrey A. Ludrof,  Executive  Vice  President of the Company and
     John J. Brinling, Jr., Executive Vice President of EFL. At a meeting of the
     Board of  Directors  held on  December  14,  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 2003, and for the
         other executives a two-year term expiring in December 2001,  unless the
         agreement is theretofore  terminated in accordance with its terms, with
         or without  cause,  or due to the disability or death of the officer or
         notice of  nonrenewal  is given by the Company or the executive 30 days
         before any anniversary date;

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

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

(d)      The   establishment   of  the  terms  and  conditions  upon  which  the
         executive's  employment  may be  terminated  by  the  Company  and  the
         compensation  of the executive in such  circumstances.  The  agreements
         provide  generally,  among other things,  that if the  employment of an
         executive is terminated  without Cause (as defined in the agreement) by
         the  Company or by the  executive  for Good  Reason (as  defined in the
         agreement)  then the  executive  shall be entitled  to receive:  (i) an
         amount equal to the sum of three times the  executive's  highest annual





                                       14
<PAGE>


         base salary during the  preceding  three years plus an amount equal  to
         three  times  the  total  of the  executive's  highest award during the
         preceding three years under the Company's  Annual  Incentive Plan; (ii)
         any award  or other  compensation  to which the  executive  is entitled
         under   the   Company's  Long-Term  Incentive  Plan;  (iii)  continuing
         participation in  any  employee  benefit  plans  for a period  of three
         years  following  termination  to the  extent  the  executive  and  his
         dependents were eligible to participate  in such  programs  immediately
         prior to the executive's termination; and (iv) immediate  vesting   and
         nonforfeitability of accrued benefits under the Company's  Supplemental
         Retirement  Plan  for  Certain  Members  of the  Erie  Insurance  Group
         Retirement  Plan  for  Employees   ("Supplemental  Employee  Retirement
         Plan");

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

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

Stock Options and Stock Appreciation Rights

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

Long-Term Incentive Plan

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





                                       15
<PAGE>

<TABLE>
<CAPTION>


                            LONG-TERM INCENTIVE PLAN
                           AWARDS IN LAST FISCAL YEAR
------------------------------------------------------------------------------------------------------------------------------------
Name              Number of Shares,                   Performance                          Estimated Future Payouts
                      Units or Other                or Other Period                            Under Non-Stock
                          Rights (#)               Until Maturation                            Price-Based Plans
                                                        or Payout
------------------------------------------------------------------------------------------------------------------------------------
                  Phantom Share Units                                  Threshold          Target          Maximum
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                  <C>            <C>                  <C>

Milne, S.                    45,656                   1997-1999            -0-            $188,812             (1)
                             76,286                   1998-2000            -0-            $377,623             (1)
                             79,863                   1999-2001            -0-            $420,000             (1)

Van Gorder, J.               27,170                   1997-1999            -0-            $112,361             (1)
                             22,699                   1998-2000            -0-            $112,361             (1)
                             33,574                   1999-2001            -0-            $176,568             (1)

Garcia, P.                   12,668                   1997-1999            -0-            $ 52,390             (1)
                             14,155                   1998-2000            -0-            $ 70,070             (1)
                             24,054                   1999-2001            -0-            $126,500             (1)

Brinling, J.                 18,145                   1997-1999            -0-            $ 75,038             (1)
                             15,159                   1998-2000            -0-            $ 75,038             (1)
                             23,767                   1999-2001            -0-            $124,992             (1)

Ludrof, J.                   13,493                   1997-1999            -0-            $ 55,801             (1)
                             12,062                   1998-2000            -0-            $ 59,707             (1)
                             23,673                   1999-2001            -0-            $124,498             (1)


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





                                       16
<PAGE>


Pension Plan

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

                              PENSION PLAN TABLE

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


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

Under the  Retirement  Plans,  credited years of service is  capped at 30 years.
Credited  years  of  service  for  each of the  individuals named in the Summary
Compensation  Table  is  as  follows:  Stephen  A. Milne - 23  years, Jan R. Van
Gorder - 19 years, John J. Brinling, Jr. - 30 years, Philip A. Garcia - 19 years
and Jeffrey A. Ludrof -  19 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
$135,000,  but adjusted  periodically for cost of living  increases) that can be
paid to each eligible  employee.  A Supplemental  Employee  Retirement  Plan for
senior management is in effect which provides benefits in excess of the earnings
limitations imposed by the Code similar to those provided to all other full time
employees  as if the Code  limitations  were not in effect.  Those  benefits are
incorporated into the Pension Plan Table.

Director Compensation

The annual retainer for the directors of all members of the Group, including the
Company,  is $25,000,  plus $1,500 for each meeting attended and $1,500 for each
committee meeting attended plus an additional $2,000 per year for each committee
chairperson.  The directors are also  reimbursed for their expenses  incurred in
attending  meetings.  Officers  of the Company  who serve as  directors  are not
compensated  for  attendance  at  meetings  of the  Board of  Directors  and its
committees. The Erie Indemnity Company also has a deferred compensation plan for
certain  directors of the Company.  The Company receives an allocated portion of
its share of these  charges.  The total amount  allocated to the Company in 1999
for directors  fees and other charges was  $109,189.  Director  Petersen also is
compensated pursuant to a consulting arrangement as disclosed in Item 13.





                                       17
<PAGE>


Compensation Committee Interlocks and Insider Participation

The  Executive  Compensation  Committee (the  "Compensation  Committee") of  the
Company  presently  consists of Peter B. Bartlett,  Chairman, J. Ralph Borneman,
Jr.,  Harry  H.  Weil  and  Robert C. Wilburn.  No  member of  the  Compensation
Committee is a former or  current officer or  employee  of the Company or any of
its  affiliates1.  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.
-----------------------------------------

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

-----------------------------------------
Report of the Executive Compensation Committee of the Company

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

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

Under Section  162(m) of the Code,  the Company is not allowed a federal  income
tax deduction for  compensation,  under certain  circumstances,  paid to certain
executive  officers to the extent that such compensation  exceeds $1 million per
officer in any fiscal year. 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 1999 and
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 1999.
The Compensation  Committee has position  descriptions for the four highest paid
executives of the Company,  including the Chief Executive Officer,  which define
the responsibilities and duties of each position. The position descriptions also
delineate the functional  areas of  accountability  and the  qualifications  and
skills required to perform such  responsibilities  and duties.  The Compensation
Committee then reviews the salary ranges for the Chief Executive Officer and the
other three  highest paid  executives,  comparing the ranges to third party data
compiled  for  similar  positions  with other  property  and  casualty  and life
insurers.  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.


                                       18
<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 27,
1998,  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 1999  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
                Robert C. Wilburn





                                       19
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of 2/29/00

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

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

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

  Erie Insurance Exchange                 5,035,652(1)              53.3%(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

  Gwendolyn S. King                             300                    --
  1506 Hamilton Street, NW
  Washington, DC  20011

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





                                       20
<PAGE>


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

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

  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

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

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

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

  Philip 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 (15 persons)                   552,870(2)               5.85%(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.





                                       21
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Directors  Borneman and Black are officers and  principal  shareholders  of
     insurance  agencies  which receive  insurance  commissions  in the ordinary
     course of business  from Erie Family Life and its  affiliates in accordance
     with the companies'  standard  commission  schedules and agents' contracts.
     Such  payments  made in 1999 to the  agencies  for  commissions  written on
     insurance policies from the property and casualty  affiliated  insurers and
     Erie Family Life Insurance  Company amounted to $2,976,832 and $472,633 for
     the  Borneman  and the Black  insurance  agencies,  respectively.  Of these
     amounts,  the  Company  paid  commissions  of  $84,999  and  $26,220 to the
     Borneman and the Black insurance agencies, respectively.

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

     John M.  Petersen,  a director  and former  President  and Chief  Executive
     Officer,  and previous Chief Investment Officer of the Erie Insurance Group
     of  Companies,  who retired as an  employee of the Company on December  31,
     1995,  entered into a  consulting  arrangement  with the Company  effective
     January 2, 1996.  Under the terms of the  arrangement,  the Company engaged
     Mr.  Petersen as a consultant  to furnish the Company,  the Erie  Insurance
     Exchange, and Erie Indemnity Company and its pension trust, with investment
     services  with  respect  to  their   investments  in  common   stocks.   As
     compensation  for  services  rendered  by Mr.  Petersen,  a fee of .15 of 1
     percent,  on an  annualized  basis,  of the total fair market  value of the
     common stocks under management,  is paid to Mr. Petersen.  The Company also
     pays for all necessary and reasonable  expenses  related to Mr.  Petersen's
     consulting services performed under this arrangement. The compensation paid
     to Mr.  Petersen under this  arrangement  in 1999 by the Company,  the Erie
     Insurance Exchange,  the Erie Indemnity Company,  and the pension trust was
     $100,049, $4,565,267, $137,688 and $141,767, respectively.

     Director  Bartlett is a partner of Brown  Brothers  Harriman & Co.  ("Brown
     Brothers").   During  1999,  the  Company  and  its   affiliates   invested
     approximately  $26,037,121 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 $825,259 was the combined amount  allocable to the Company,  the Erie
     Insurance Exchange and the Erie Indemnity Company, based upon their limited
     partnership interests.  The Company and its affiliates also purchased other
     investments worth $19,800,000 through Brown Brothers,  and commissions paid
     Brown  Brothers  by the  Company and its  affiliates  on these  investments
     amounted to  $245,613.  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
     or from any of the commissions paid by the Company or its affiliates.





                                       22
<PAGE>


                                    PART IV


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

(a)       (1) The following  financial  statements of the Company and the report
          of independent certified public accountants are incorporated herein by
          reference  to pages 30 through 43 in the  Company's  annual  report to
          shareholders for the year ended December 31, 1999.

               Independent Auditors' Report
               Statements  of  Financial  Position - December  31, 1999 and 1998
               Statements of Operations  for the years ended  December 31, 1999,
                 1998  and 1997
               Statements of Cash Flows for the years  ended December  31, 1999,
                 1998 and 1997
               Statements  of  Shareholders' Equity for the years ended
                 December 31, 1999, 1998 and 1997
               Notes to Financial Statements

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

                                                                          Page

               Independent Auditors' Report on Schedules                   26

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

               Schedule III - Supplementary Insurance Information          28

               Schedule IV - Reinsurance                                   29

          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.





                                       23
<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 effective December 16, 1997 by and
                        between Erie Indemnity Company and Stephen A. Milne

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

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

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

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

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

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

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

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

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

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

            13          1999 Annual Report to Shareholders. 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, 1998 that was filed with the Commission on March 9, 1999.

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

          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, 1999.





                                       24
<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 7, 2000       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                                    /s/ Martin J. Lippert
  Peter B. Bartlett                                        Martin J. Lippert

/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

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

/s/ F. William Hirt                                      /s/ Robert C. Wilburn
  F. William Hirt                                          Robert C. Wilburn

/s/ Gwendolyn S. King
  Gwendolyn S. King





                                       25
<PAGE>





                          INDEPENDENT AUDITORS' REPORT


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

We have  audited  the  statements  of  financial  position  of Erie  Family Life
Insurance  Company  (Company)  as of December  31, 1999 and 1998 and the related
statements of  operations,  shareholders'  equity and cash flows for each of the
three years in the period  ended  December  31,  1999,  as contained in the 1999
annual report,  incorporated  by reference in the annual report on Form 10-K for
the year ended December 31, 1999. 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, 1999 and 1998,  and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1999
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 11, 2000






                                       26

<PAGE>


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


                                                        December 31, 1999

                                                                 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                                         $           4,585,535 $           4,582,844 $            4,582,844
U. S. Government Agency                                              4,804,139             4,818,964              4,818,964
States & Political Subdivisions                                      2,055,000             2,100,000              2,100,000
Special Revenue                                                      6,859,827             7,079,506              7,079,506
Public Utilities                                                    61,886,149            59,711,927             59,711,927
U. S. Banks, Trusts, and Insurance Companies                       115,615,642           111,568,778            111,568,778
U. S. Industrial and Miscellaneous                                 396,128,081           382,309,479            382,309,479
Foreign Governments - Agency                                         2,991,409             2,880,330              2,880,330
Foreign Banks, Trusts, and Insurance Companies                       9,980,619             9,537,300              9,537,300
Foreign Industrial and Miscellaneous                                46,751,618            44,287,744             44,287,744
----------------------------------------------------------------------------------------------------------------------------
      Total Fixed Maturities available-for-sale          $         651,658,019 $         628,876,872 $          628,876,872
----------------------------------------------------------------------------------------------------------------------------

Equity Securities

Common Stock:
U. S. Banks, Trusts and Insurance Companies              $           9,188,158 $          10,776,392 $           10,776,392
U. S. Industrial and Miscellaneous                                  50,646,155            71,682,130             71,682,130
Foreign Industrial and Miscellaneous                                 1,240,913               935,625                935,625

Non-Redeemable Preferred Stocks:
U. S. Banks, Trusts and Insurance Companies                         25,889,215            24,349,150             24,349,150
U. S. Industrial and Miscellaneous                                  24,836,611            22,446,580             22,446,580
Foreign Banks, Trusts, and Insurance Companies                      12,873,364            11,904,540             11,904,540
----------------------------------------------------------------------------------------------------------------------------
Total Equity Securities                                  $         124,674,416 $         142,094,417 $          142,094,417
----------------------------------------------------------------------------------------------------------------------------
Real Estate
   Investment Property                                   $           1,458,588 $           1,458,588 $            1,458,588
Policy Loans                                                         6,723,729             6,723,729              6,723,729
Mortgage Loans                                                       9,974,967             9,974,967              9,974,967
Other Invested Assets                                               26,576,744            28,330,875             28,330,875
----------------------------------------------------------------------------------------------------------------------------
Total Investments                                        $         821,066,463 $         817,459,448 $          817,459,448
----------------------------------------------------------------------------------------------------------------------------
</TABLE>






                                       27

<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>
1999

Ordinary Life Insurance       $ 68,227,117  $ 163,615,744        $ 152,484   $ 1,095,052
Group Life Insurance                     0      1,353,530                0       209,500
Annuities                        9,361,203    569,218,451                0             0
Supplemental Contracts                   0        580,693                0             0
-----------------------------------------------------------------------------------------
     Total                    $ 77,588,320  $ 734,768,418        $ 152,484   $ 1,304,552
-----------------------------------------------------------------------------------------

1998

Ordinary Life Insurance       $ 61,387,166  $ 144,849,922        $ 138,375   $ 1,594,030
Group Life 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
-----------------------------------------------------------------------------------------
</TABLE>






                                       28
<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>
1999

Ordinary Life Insurance       $ 39,051,763   $ 18,233,337     $ 19,153,251   $ 4,285,692   $  8,888,107
Group Life Insurance             2,629,179         83,209        1,884,469             0        684,489
Annuities                            4,693     37,855,115       31,185,418       526,887      1,369,212
Supplemental Contracts                   0         41,235           17,007             0          2,969
--------------------------------------------------------------------------------------------------------
     Total                    $ 41,685,635   $ 56,212,896     $ 52,240,145   $ 4,812,579   $ 10,944,777
--------------------------------------------------------------------------------------------------------

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
--------------------------------------------------------------------------------------------------------
<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, 1999

Life Insurance in force           $ 14,424,095,000      $ 1,425,913,000     $ 33,412,000     $ 13,031,594,000         0.26%
Premiums for the year
  Life Insurance                        42,972,242            3,920,479                0           39,051,763         0.00%
  Group                                  2,517,605                    0          116,267            2,633,872         4.41%
----------------------------------------------------------------------------------------------------------------------------

     Total Premiums               $     45,489,847      $     3,920,479     $    116,267     $     41,685,635         0.28%
----------------------------------------------------------------------------------------------------------------------------

December 31, 1998

Life Insurance in force           $ 13,235,757,000      $ 1,307,123,000     $ 32,878,000     $ 11,961,512,000         0.27%
Premiums for the year
  Life Insurance                        39,786,469            4,053,885                0           35,732,584         0.00%
  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         0.00%
  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%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>






                                       29
<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

10.1**    1997 Annual Incentive Plan of Erie Indemnity Company

10.2**    Erie Indemnity Company Long-Term Incentive Plan

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

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

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

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

10.7      Employment Agreement effective June 30, 1999 by and
          between Erie Indemnity Company and Jeffrey A. Ludrof             31

10.8      Employment Agreement effective December 15, 1999 by and
          between Erie Indemnity Company and Douglas F. Ziegler            46

10.9      Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Stephen A. Milne       61

10.10     Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Jan R. Van Gorder      62

10.11     Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Philip A. Garcia       63

10.12     Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and John J. Brinling       64

10.13     Addendum to Employment Agreement effective December 15, 1999
          by and between Erie Indemnity Company and Jeffrey A. Ludrof      65

13        1999 Annual Report to Shareholders.  Reference is made
          to the Annual Report furnished to the Commission, herewith.      66

27        Financial Data Schedule                                          98

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

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





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