ERIE FAMILY LIFE INSURANCE CO
10-Q, 1995-05-11
LIFE INSURANCE
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                                          FORM 10-Q

                            SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended March 31, 1995

Commission file number 2-39458


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

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


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

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


                                             Not applicable
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

        Indicate by check mark whether the  registrant (1) has filed all reports
        required to be filed by Section 13 or 15(d) of the  Securities  Exchange
        Act of 1934 during the preceding 12 months (or for such shorter  periods
        that the registrant was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days. Yes X No ___

        Indicate  the  number of  shares  outstanding  of each of the  issurer's
        classes of common stock, as of the latest practical date.

        Common Stock, $1.10 Par Value -- 3,150,000 shares as of April 30, 1995

        The common stock is the only class of stock the  Registrant is presently
        authorized to issue.


                                                                               1

<PAGE>



                                                INDEX

                                  ERIE FAMILY LIFE INSURANCE COMPANY


        PART I. FINANCIAL INFORMATION

        Item 1.Financial Statements (Unaudited)

        Balance sheets--March 31, 1995 and December 31, 1994

        Statements of income--Three months ended March 31, 1995 and 1994

        Statements of changes in cash flows--three months ended March 31, 1995
          and 1994

        Notes to financial statements--March 31, 1995

        Item 2.Management's Discussion and Analysis of Financial
               Condition and Results of Operations


               PART II. OTHER INFORMATION

        Item 4. Submission of Matters to a Vote of Security Holders
        Item 5. Other Information
        Item 6. Exhibits and Reports on Form 8-K

                                     SIGNATURES


                                                                               2

<PAGE>



                                     Part I.  Financial Information

                                                                  BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                              March 31,      December 31,
ASSETS                                                                          1995            1994
                                                                             -------------   -------------
                                                                              (Unaudited)
<S>                                                                         <C>             <C>

Investments:
Fixed Maturities:
 Held-to-Maturity, at amortized cost
  (fair value of $147,146,307 and
  $142,544,015, respectively) ...........................................   $ 160,127,274   $ 160,445,072
 Available-for-Sale, at fair value
  in 1994 (amortized cost of
  $194,897,935 and $180,281,163,
  respectively) .........................................................     196,218,084     175,851,865
 Equity Securities, at fair value
  (cost of $119,997,202 and $116,380,818,
   respectively) ........................................................     115,359,816     108,361,616
 Real Estate ............................................................       1,873,071       1,898,628
 Policy Loans ...........................................................       3,260,085       3,181,311
 Mortgage Loans on Real Estate ..........................................       7,492,817       7,633,399
 Other Invested Assets ..................................................       3,666,655       2,257,143

     Total Investments  .................................................   $ 487,997,802   $ 459,629,034

Cash, including short-term cash investments of
   $5,588,019 and $7,262,914, respectively ..............................       4,895,422       6,559,213
Premiums Receivable .....................................................       2,131,157       2,300,721
Reinsurance Recoverable .................................................         554,017         312,249
Other Receivables .......................................................         237,151         261,578
Accrued Investment Income ...............................................       8,155,043       8,388,301
Deferred Policy Acquisition Costs .......................................      46,010,962      44,951,795
Reserve Credit For Reinsurance Ceded ....................................       3,531,605       3,385,623
Prepaid Federal Income Taxes ............................................               0         851,320
Other Assets ............................................................       1,990,077       1,992,298
                                                                            -------------   -------------

                                  Total Assets ..........................   $ 555,503,236   $ 528,632,132
                                                                            -------------   -------------
                                                                            -------------   -------------
</TABLE>


                                     See notes to financial statements.


                                                                               3

<PAGE>



                      BALANCE SHEETS

  LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                       March 31,     December 31,
                                                          1995          1994
                                                      ------------   ------------
                                                       (Unaudited)
<S>                                                   <C>            <C>

Liabilities:
Policy Liabilities and Accruals:
 Future Life Policy Benefits  ...................     $ 45,195,171   $ 44,050,175
 Policy and Contract Claims                              1,278,262        797,485
 Annuity Deposits ...............................      356,058,504    341,242,154
 Universal Life Deposits ........................       38,321,662     36,107,402
 Supplementary Contracts Not
   Including Life Contingencies .................          773,113        767,456
 Other Policyholder Funds .........................      4,714,244      6,352,476
 Current Federal Income Tax .......................        850,829              0
 Deferred Federal Income Tax ......................      5,850,385      2,897,964
 Reinsurance Premium Due ..........................        130,307        193,135
 Accounts Payable and Accrued Liabilities                2,918,569      4,131,617
 Due to Affiliate .................................        606,529      1,236,687
                                                      ------------   ------------
   Total Liabilities .............................    $456,697,575   $437,776,551
                                                      ------------   ------------
Stockholders' Equity:
 Common Stock, $1.10 Par Value Per Share;
 Authorized 5,000,000 Shares; 3,150,000 Shares
 Issued And Outstanding  ..........................   $  3,465,000   $  3,465,000
 Additional Paid-In Capital .......................        945,000        945,000
 Net Unrealized Depreciation on
  Investment Securities, net of
  Deferred Taxes Benefit of $1,161,033
  And $4,356,975, respectively ...................      (2,156,204)    (8,091,525)
 Retained Earnings ................................     96,551,865     94,537,106
                                                      ------------   ------------

   Net Stockholders' Equity  ......................   $ 98,805,661   $ 90,855,581
                                                      ------------   ------------

Total Liabilities and Stockholders'
  Equity .......................................      $555,503,236   $528,632,132
                                                      ------------   ------------
                                                      ------------   ------------

</TABLE>


                                     See notes to financial statements.


                                                                               4

<PAGE>



                                 STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>

                                                   Three Months Ended    Three Months Ended
                                                     March 31, 1995        March 31, 1994
<S>                                                   <C>                 <C>

Revenues:
  Policy:
  Life Premiums, net of premiums ceded of
    $740,266 and $494,953, respectively ...........   $  5,874,822        $  5,494,474
  Group ...........................................        595,544             444,333
                                                      ------------        ------------
Total Policy Revenues .............................      6,470,366           5,938,807

Investment Income, Net of Expenses
  of $94,315 and $69,090, respectively ............      9,903,802           8,336,576
Realized Gain on Investment .......................        538,950           2,533,962
Other Income ......................................        373,397             281,023
                                                      ------------        ------------
    Total Revenues ................................     17,286,515          17,090,368
                                                      ------------        ------------

Benefits and Expenses:
  Death Benefits, net of reinsurance recoveries
    of $477,208 and $300,170, respectively ........      1,833,110           1,097,559
  Interest on Annuity Deposits ....................      5,625,278           4,368,027
  Interest on Universal Life Deposits .............        590,227             435,489
  Surrender and Other Benefits ....................        263,646             289,922
  Increase in Liability for Future Life Policy
    Benefits,  net of the increase in
    reserve credit for reinsurance ceded of $145,982
    and $198,027, respectively ....................        999,014             652,779
  Amortization of Deferred Policy
    Acquisition Costs .............................        703,238             319,366
  Commissions .....................................        616,991             466,075
  General Expenses ................................      1,230,167           1,390,498
  Taxes, Licenses and Fees ........................        836,264             787,717
                                                      ------------        ------------
    Total Benefits and Expenses ...................     12,697,935           9,807,432
                                                      ------------        ------------

Income From Operations ............................      4,588,580           7,282,936

Federal Income Tax
  Current .........................................      1,746,342           2,206,207
  Deferred ........................................       (243,521)            352,116
                                                      ------------        ------------
    Total Federal Income Tax ......................      1,502,821           2,558,323
                                                      ------------        ------------

Net Income ........................................   $  3,085,759        $  4,724,613
                                                      ------------        ------------
                                                      ------------        ------------


Net Income Per Share ..............................   $       0.98        $       1.50
                                                      ------------        ------------
                                                      ------------        ------------
</TABLE>


                                     See notes to financial statements.

                                                                               5

<PAGE>




                           Statements of Changes in Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                                                    Three Months Ended  Three Months Ended
                                                                     March 31, 1995      March 31, 1994
<S>                                                                    <C>               <C>

Cash flows from operating activities:
Net income .........................................................   $  3,085,759      $  4,724,613
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Net amortization of bond and mortgage
      premium and discount .........................................         30,437               156
    Amortization of deferred policy acquisition
      costs ........................................................        703,238           319,366
    Real Estate Depreciation .......................................         25,557            25,950
    Deferred federal income taxes ..................................       (243,521)          352,116
    Realized gains on investments ..................................       (538,950)       (2,533,962)
    Decrease in other assets .......................................          2,221            44,567
    Decrease in other receivables ..................................         24,427            42,145
    Decrease in premium receivable .................................        169,564           111,464
    Increase in reinsurance receivable
      and reserve credits ..........................................       (387,750)         (255,543)
   Decrease (Increase) in accrued investment income.................        233,258          (720,494)
   Increase in deferred policy acquisition
      costs ........................................................     (1,762,405)       (1,768,681)
   Increase in future policy benefits and claims ...................      1,625,773           709,922
   (Decrease) Increase in other policyholder funds .................     (1,638,232)          166,252
   (Decrease) Increase in reinsurance premium due ..................        (62,828)           23,540
   Decrease in accounts payable and accrued
      liabilities and due to affiliate .............................     (1,969,206)         (547,562)
   Increase in current Federal income taxes ........................      1,702,149         2,159,189
                                                                       ------------      ------------
        Net cash provided by operating
          activities ...............................................        999,491         2,853,038
                                                                       ------------      ------------

Cash flows from investing activities:
    Fixed Maturity Securities:
    Held-to-Maturity:
      Maturities ...................................................   $    270,802      $  3,232,540
      Sales ........................................................              0                 0
      Purchases ....................................................              0       (40,754,128)
    Available-for-Sale:
      Maturities ...................................................        809,239         2,275,874
      Sales ........................................................      5,948,381        10,753,363
      Purchases ....................................................    (21,180,965)       (9,892,902)
    Equity Securities:
      Sales ........................................................        835,353         8,693,692
      Purchases ....................................................     (4,090,000)      (15,392,803)
    Loans made to policyholders ....................................       (235,943)         (188,677)
    Payments received on policy loans ..............................        157,169            81,842
    Purchase of other invested assets ..............................     (1,409,512)          (57,681)
    Sale of other invested assets ..................................              0         5,942,219
    Principal payments received on mortgage
      loans ........................................................        140,927         1,695,452
                                                                       ------------      ------------
        Net cash used in investing activities ......................    (18,754,549)      (33,611,209)
                                                                       ------------      ------------
</TABLE>

                                                                               6

<PAGE>



                    Statements of Changes in Cash Flows--Continued (Unaudited)
<TABLE>
<CAPTION>

                                                                      Three Months Ended  Three Months Ended
                                                                        March 31, 1995      March 31, 1994
<S>                                                                    <C>                 <C>

Cash flows from financing activities:
    Increase in annuity and supplementary
      contract deposits ............................................     14,822,007          12,684,936
    Increase in Universal Life Deposits ............................      2,214,260           1,763,815
    Dividends paid to stockholders .................................       (945,000)           (866,253)
    Borrowed Money .................................................              0           4,004,065
                                                                       ------------        ------------
        Net cash provided by financing
          activities ...............................................     16,091,267          17,586,563
                                                                       ------------        ------------
Net increase (decrease) in cash and cash
  equivalents ......................................................     (1,663,791)        (13,171,608)
Cash and cash equivalents at beginning of year .....................      6,559,213          14,800,790
                                                                       ------------        ------------
Cash and cash equivalents at end of quarter ........................   $  4,895,422        $  1,629,182
                                                                       ------------        ------------
                                                                       ------------        ------------


Supplemental  disclosures  of cash flow  information:
Cash paid during the year for:
    Interest .......................................................   $          0        $          0
    Income taxes ...................................................         44,193              47,018

</TABLE>

                                                                               7

<PAGE>



NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  the  instructions  to Form  10-Q and  Rule  10-01 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the three  month  period  ended  March 31,  1995 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1995. For further  information,  refer to the financial  statements
and footnotes  thereto  included in the Company's annual report on Form 10-K for
the year ended December 31, 1994.

NOTE B -- RECLASSIFICATIONS

Certain amounts as previously reported have
been reclassified to conform to the current year's presentation.


NOTE C -- INVESTMENTS

The total  invested  assets  of the  Company  consist  of  investments  in fixed
maturities,  preferred  stock,  common stock,  real estate,  mortgage and policy
loans and other  invested  assets.  At March 31, 1995,  73.0% of total  invested
assets were invested in fixed  maturities.  Preferred  stocks represent 22.0% or
$107.5  million  and  common  stocks  represent  1.6% or $7.8  million  of total
invested assets at March 31, 1995,  while real estate and mortgage loans make up
only 1.9% of total invested  assets.  Mortgage loan and real estate  investments
have the potential for higher  returns but also carry more risk,  including less
liquidity  and  greater  uncertainty  of  rate  of  return.  Consequently  these
investments have been kept to a minimum.

The Company's fixed maturities at March 31, 1995 consist of investments in bonds
of $354 million and investments in redeemable  preferred stock of $2 million. It
is the Company's  objective  that the fixed  maturity  portfolio be of very high
quality and well  diversified  within  each  market  sector.  The  portfolio  is
conservatively  managed  with the goal of  achieving  reasonable  returns  while
limiting  exposure  to risk.  At March  31,  1995  the  carrying  value of fixed
maturities was  $356,345,358,  or 73.0% of total invested  assets.  At March 31,
1995, the amortized cost,  estimated market value, gross unrealized gains, gross
unrealized losses, and carrying value for fixed maturities were as follows:

                                                    Fixed Maturities at 3-31-95
                                                            (thousands)
<TABLE>
<CAPTION>

                                                                           Gross      Gross
                                                  Amortized   Market     Unralized  Unrealized Carrying
                                                     Cost     Values       Gains      Losses     Value
<S>                                               <C>        <C>        <C>        <C>        <C>

U.S. Treasury & Agency ........................   $ 44,965   $ 43,217   $    359   $  2,107   $ 44,216
Mortgage-Backed Certificates ..................      6,923      6,700        131        354      6,937
Industrial & Miscellaneous ....................    190,514    185,240      4,392      9,666    191,852
Public Utilities ..............................    100,545     95,488        605      5,662    100,745
Political Subdivision .........................      3,008      3,236        228          0      3,162
Special Revenue ...............................      9,070      9,483        468         55      9,433
Total Fixed Maturities ........................   $355,025   $343,364   $  6,183   $ 17,844   $356,345
</TABLE>


                                                                               8

<PAGE>



NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The  bond  investments  included  in the  fixed  maturity  category  consist  of
high-quality,  marketable securities,  98.8% or $350 million of which, are rated
at   investment   grade   levels   (Baa/BBB   or   better).   Included  in  this
investment-grade  category  are $256  million of bonds  characterized  as of the
"highest" quality or "Class 1" securities as defined by the National Association
of Insurance  Commissioners  (NAIC).  Below  investment-grade bonds totaled $4.4
million  at March  31,  1995 and are a very  manageable  0.9% of total  invested
assets.  None of the bonds included in the below  investment-grade  category are
considered   "low"  quality.   All  of  the   securities   classified  as  below
investment-grade are current and in good standing. Generally, the fixed maturity
securities in the Company's portfolio are rated by external rating agencies.  If
not externally  rated,  they are rated by the Company on a basis consistent with
the basis used by the rating agencies.

If management  determines that any declines in market value of these investments
are other than temporary,  the securities will be written-down to the realizable
value of the investment and reflected in the income  statement.  If a bond is in
default of  interest  payments  and it is  determined  that  liquidation  of the
security would be in the Company's  best interest,  the security will be sold to
return the proceeds to income producing assets.

At March 31, 1995,  the Company's  five largest  investments  in corporate  debt
securities  totaled  $20,687,423,  none  of  which  individually  exceeded  $4.3
million. These investments had a market value of $20.1 million.

In  compliance  with  "Accounting  for  Certain  Investments  in Debt and Equity
Securities  (FAS  115)," the Company has  classified  55% of its fixed  maturity
portfolio as  available-for-sale  at March 31, 1995.  Management  believes  this
level of available-for-sale securities is sufficient for the Company to meet its
liquidity needs and provides the flexibility  necessary to respond to changes in
the securities markets.  Securities classified as available-for-sale are carried
at market  value with  unrealized  gains and losses  included  in  stockholders'
equity. Fixed maturities classified as held-to-maturity are carried at the lower
of cost or market  value.  The  held-to-maturity  category  includes  only fixed
maturities  which  management  has both the positive  intent and ability to hold
until maturity.

Equity  securities  consist of common and preferred  stocks which are carried on
the  balance  sheet at  current  market  value.  At March 31,  1995,  common and
preferred  stock held by the  Company  had a cost of  $119,997,202  and a market
value of  $115,359,816,  representing an unrealized loss of $4,637,386.  As with
the held-to-maturity portfolio, the Company's preferred stock portfolio provides
a source of highly  predictable  current  income that is very  competitive  with
high-grade  bonds.  These  securities  are well  diversified  within each market
sector  and  support  the  investment  return  provided  to  Policyholders.  The
preferred  stocks are of very  high-quality and extremely  marketable,  95.5% or
$102.7  million of which are of the "highest" or "high"  quality,  as defined by
the NAIC.  The remaining  $4.8 million of preferred  stocks have a "medium" NAIC
rating.  There are no preferred  stocks in the Company's  portfolio rated in the
"low," "lowest," or "in or near default" quality  categories  established by the
NAIC.

                                                                               9

<PAGE>




          NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

                                                    Equity Securities, 3-31-95
                                                          (thousands)
<TABLE>
<CAPTION>

                                                                           Gross      Gross
                                                                 Market  Unrealized Unrealized
                                                       Cost      Value      Gains      Losses      
<S>                                                 <C>        <C>        <C>        <C>

Common Stocks
  Banks & Insurance .............................   $    756   $  1,044   $    288   $      0
  Industrial & Miscellaneous ....................      6,303      6,779      1,158        682
Preferred Stocks
  Public Utilities ..............................      2,350      2,355         90         85
  Banks & Insurance .............................     94,938     90,203      2,132      6,867
  Industrial & Miscellaneous ....................     15,650     14,979        112        783
Total Equity Securities .........................   $119,997   $115,360   $  3,780   $  8,417
</TABLE>

Real  estate  investments  are  carried  on the  balance  sheet  at  cost,  less
allowances for depreciation and possible  losses.  Commercial  mortgage loans on
real estate are carried at their unpaid  balances,  adjusted for amortization of
premium or discount,  less allowances for possible loan losses. Policy loans are
carried at their unpaid balances.

The fair values of the Company's  investments  in real estate,  mortgage  loans,
policy loans, and other invested  assets,  approximate the book values presented
in the financial statements.

In October 1994, the Financial  Accounting  Standards Board issued Statement No.
119,  "Disclosure  about  Derivative  Financial  Instruments  and Fair  Value of
Financial  Instruments (FAS 119)." FAS 119 requires increased  disclosures about
derivative  products,  which are defined to include futures,  forward,  swap, or
option contracts,  or other financial instruments with similar  characteristics.
FAS 119 also  requires  that fair  value  information  of  derivative  financial
instruments be presented  without  combining,  aggregating,  or netting the fair
value of derivative and nonderivative  financial instruments.  This statement is
effective for financial statements issued by the Company for fiscal years ending
after  December  15,  1994.  At March  31,  1995,  the  Company  did not own any
derivatives.

                                                                              10

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION

The following  discussion and analysis  should be read in  conjunction  with the
financial  statements  and related notes found on pages 3 through 10, since they
contain  important  information  that is helpful  in  evaluating  the  Company's
operating results and financial condition.

OVERVIEW

Erie  Family  Life  Insurance  Company  (the  Company)  is  incorporated  in the
Commonwealth of Pennsylvania.  The Company is primarily  engaged in the business
of underwriting and selling nonparticipating individual and group life insurance
policies,  including  universal life, and annuity products.  The Company markets
its products through  independent Agents and is licensed in eleven states in the
Eastern U.S. and is subject to the  supervision  and regulation of the states in
which it does business.  A large portion of the Company's business is written in
Pennsylvania.

Net income  decreased to $3,085,759,  or $.98 per share, in the first quarter of
1995  from  $4,724,613  or $1.50 per  share,  in the first  quarter  of 1994,  a
decrease of 35%. The decrease in non-recurring realized gains on investment from
$2,533,962 in the first quarter of 1994 to $538,950 in the first quarter of 1995
was the  primary  reason  for the  decrease  in net  income.  Operating  results
remained  strong as total policy revenue grew by 9% to $6,470,366 in the current
period.  Investment  income net of expenses  grew by 19% from  $8,336,576 in the
first quarter of 1994 to $9,903,802 in the first quarter of 1995.

REVENUES, BENEFITS, AND EXPENSES

Policy Revenues.  Total policy revenues  increased 9% to $6,470,366 in the first
quarter of 1995 from $5,938,807 in the first quarter of 1994.  Included in these
totals are first year life policy revenues of $1,247,825 in the first quarter of
1995 and  $1,291,393  in the first quarter of 1994, a decrease of 3%. New policy
production remained strong, but did not match the sales records set in the first
quarter of 1994 which were bolstered by the Company's  participation in the Erie
Insurance Group travel incentive program, "TravelQuest '95."

Deposits.  First  year and  single  universal  life and  annuity  deposits  were
$12,364,721 in the first quarter of 1995 and $10,568,818 in the first quarter of
1994,  representing an increase of 17%. Included in these amounts are structured
settlement  annuities  sold  to  the  Erie  Insurance  Group   property/casualty
affiliate  companies  which totaled  $6,779,479 in the first quarter of 1995 and
$1,187,720 in the first quarter of 1994.

Net Investment  Income.  Net investment  income in the first quarter of 1995 was
$9,903,802  compared to  $8,336,576 in the first quarter of 1994, an increase of
19%.  Fueling  the  growth in  investment  income was the  Company's  cash flows
generated from annuity and universal life deposits and operating income.

Realized  Gain on  Investment.  During the first  quarter of 1995,  the  Company
generated realized gains of $538,950,  compared to gains of $2,533,962 generated
during the same period in 1994.  These gains  consisted of gains on the sale and
maturity of securities.

                                                                              11

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION (Continued)

Death Benefits.  Net death benefits on life insurance  policies increased 67% in
the first quarter of 1995 to $1,833,110,  compared to  $1,097,559,  for the same
period in 1994. Death benefit  experience must be analyzed for long-term trends,
rather than over short  periods  where  unusual  fluctuations  may influence the
results.  This is particularly  true for a company the size of Erie Family Life,
which is growing rapidly.  The Company's mortality experience has been extremely
good over the past several years and the Company  believes that its underwriting
philosophy and practices are sound.

Interest on Annuity and Universal  Life  Deposits.  Interest on deposits held by
the Company for  Policyholders  rose 29% from $4,803,516 in the first quarter of
1994 to $6,215,505  in the first  quarter of 1995.  This increase was due to the
$73 million in deposits made by Policyholders  during the 12-month period ending
March 31, 1995. At March 31, 1995,  annuity deposits accruing interest were $356
million and universal life deposits accruing  interest were $38 million.  During
the first  quarter of 1995,  the interest  rate  credited on universal  life and
annuity  deposits  remained  unchanged.  The current  interest  rate credited on
universal  life  deposits is in the 6.50% to 7.25% range while the rate credited
on annuity deposits is in the 5.35% to 6.50% range.

Commissions.  Commissions increased $150,916 to $616,991 in the first quarter of
1995.  Most of this  commission  increase was due to an increase in total policy
revenues  of 9.0% along with an increase in the  average  commission  rate.  The
average commission rate increased due to an increase in persistency for policies
in their second  policy year.  Second year renewal  commission  rates are higher
than third and  subsequent  year  commission  rates and increases in second year
persistency  will  result in an increase in the  average  commission  rate.  The
commission costs, which vary with and are primarily related to the production of
new  business,  have been  deferred.  These costs are being  amortized  over the
premium paying period of the related  policies in proportion to the ratio of the
annual premium revenue to the total anticipated premium revenue.

General Expenses.  General expenses amount to $1,230,167 in the first quarter of
1995  compared  to  $1,390,498  for the same  period in 1994.  The  decrease  in
operating  expense was due  primarily  to a decrease in  employee  salaries  and
wages. This decrease was caused by a change in the salary and wage expense being
deferred.  The deferred policy  acquisition  costs now include the bonus paid to
the branch sales  employees  which is directly  related to the production of new
business.  These costs will be amortized  over the premium  paying period of the
related policies in proportion to the ratio of the annual premium revenue to the
total anticipated premium revenue.

Taxes,  Licenses,  and Fees.  Taxes,  licenses  and fees  increased  $48,547  to
$836,264 in the first  quarter of 1995.  This  increase was due to the increased
taxes due on non-qualified  annuity  deposits.  The  Pennsylvania  non-qualified
annuity  tax  increased  the  Company's  premium  taxes by $186,000 in the first
quarter of 1995 and $113,000 in the first quarter of 1994.

Also included in the taxes,  licenses and fees are assessments paid to the state
life insurance guaranty associations.  These assessments totaled $340,000 in the
first quarter of 1995 and $342,000 in the first quarter of 1994. The assessments
are mandated by the state life insurance  guaranty  associations and are used by
them to guarantee the life,  annuity and health insurance  policies of companies
that have become insolvent. About $180 of the 1995 assessments and $6,600 of the
1994  assessments can be recovered as credits on the Company's state premium tax
returns. These credits have generally remained available, but are not guaranteed
by the  states.  During the first  quarter of 1994,  the  Company  recognized  a
disallowance  of a  premium  tax  credit  for  annuity  assessments  paid to the
Pennsylvania   Life  and  Health  Insurance   Guaranty   Association   (Guaranty
Association).  When the Pennsylvania Department of Revenue originally considered
the ramifications of the tax on nonqualified annuities, it determined that
insurers would be permitted an offset against their premium tax liabilities for
Guaranty Association assessments on

                                                                              12

<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION (Continued)


these  annuities.  However,  the  Department  of Revenue  abruptly  changed  its
position  and made it clear that it would  deny  insurers  Guaranty  Association
premium  tax  offsets  against  the  2%  premium  tax  liability  on  individual
nonqualified  annuities.  This forced the  Company to  increase  its premium tax
liability by $77,000 during the first quarter of 1994. The Company believes that
the Department's  original  interpretation  permitting the offset is correct and
has paid its 1993 and 1994 annual premium tax under protest.

Certain  operating  expenses  of the  Company  are  paid by an  affiliate,  Erie
Indemnity Company and reimbursed monthly by the Company.  Erie Indemnity Company
is a Pennsylvania  business  corporation  and serves as the attorney in fact for
the Erie Insurance  Exchange,  a Pennsylvania  reciprocal  property and casualty
insurer,  and also  manages  property and casualty  insurance  subsidiaries  and
affiliates which collectively operate as the Erie Insurance Group. Additionally,
a portion  of the  common  overhead  expenses  of the Erie  Insurance  Group are
allocated  to the  Company.  These  expenses  comprise  the  majority of Company
general expenses.

Federal  Income  Tax.  Federal  Income  Tax in the  first  quarter  amounted  to
$1,502,821  compared to $2,558,323 for the same period in 1994. The 37% decrease
in income from operations was the reason for this decrease.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is a measure of the  Company's  ability to secure  enough cash to meet
its contractual obligations and operating needs.  Generally,  insurance premiums
and deposits are collected prior to claims and benefit  disbursements  and these
funds  are  invested  to  provide  necessary  cash  flows in future  years.  The
Company's  major sources of cash from  operations are life  insurance  premiums,
annuity and universal life deposits and investment income. The net positive cash
flow is used to fund Company commitments and to build the investment  portfolio,
thereby  increasing  future investment  returns.  Net cash provided by operating
activities in the first quarter of 1995 was $999,491,  compared to $2,853,038 in
the first quarter of 1994. The Company's  liquidity  position  remains strong as
invested  assets  grew by $28 million  during the first  quarter of 1995 to $488
million at March 31, 1995.

Premium  from the sale of new  policies  combined  with the  premium on existing
policies accounted for approximately 37.4% of total revenue in the first quarter
of 1995  and  34.7%  for the same  period  in 1994.  Investment  income,  net of
expenses,  generated  57.3% of total  revenue  in 1995 and  48.8% in 1994.  Also
during the first quarter,  the Company had a realized gain on investments  which
generated 3.1% of total revenue in 1995 and 14.8% in 1994.

Annuity  and  universal  life  deposits,  which do not  appear as revenue on the
financial  statements,  also  generate  cash.  These  deposits  do not involve a
mortality or morbidity  risk and are accounted  for using methods  applicable to
comparable   "interest-bearing   obligations"   of  other  types  of   financial
institutions.  This method of accounting  records deposits as a liability rather
than as a revenue.  Annuity and universal life deposits were  $17,795,401 in the
first quarter of 1995 and $14,456,542 in the first quarter of 1994.

                                                                              13

<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION (Continued)

The Company's  current  commitments  for  expenditures as of March 31, 1995, are
primarily for policy death benefits, policy surrenders and withdrawals,  general
operating expenses,  federal income taxes, and dividends to stockholders.  These
commitments  are met by cash flows from policy  revenue,  annuity and  universal
life  deposits and  investment  income.  Management  believes its cash flow from
operations,  its liquid assets and marketable  securities and its line of credit
with PNC Bank will enable the Company to meet any foreseeable cash requirements.
At March 31,  1995,  the  Company's  line of credit  with PNC Bank  totaled  $10
million, none of which was outstanding.

As a Pennsylvania  domiciled insurance company, the Company may pay dividends to
stockholders  within the preceding 12 months of not more than the greater of 10%
of its statutory  surplus as regards  policyholders  as shown on its last annual
statement,  or the  statutory  net  gain  from  operations  after  dividends  to
policyholders  and Federal income taxes and before  realized gains or losses for
the period covered by such statement.  Accordingly,  the maximum dividend payout
which may be made in 1995  without  prior  Pennsylvania  Insurance  Commissioner
approval is $8,679,000.

The Company's 1994 year-end Risk Based Capital Analysis as reflected in its 1994
statutory  annual  statement  shows total adjusted  capital of  $56,336,358  and
authorized  control  level  risk  based  capital of  $9,722,708.  These  results
demonstrate a strong capital position for the Company.

FINANCIAL CONDITION

RESERVE LIABILITIES

The Company's primary commitment is its obligation to meet the payment of future
benefits  under the terms of its life insurance and annuity  contracts.  To meet
these future obligations,  the Company establishes life insurance reserves based
upon the type of  policy,  the age of the  insured,  and the number of years the
policy has been in force.  The Company also  establishes  annuity and  universal
life reserves  based on the amount of  Policyholder  deposits  (less  applicable
policy charges) plus interest earned on those deposits. On March 31, 1995, there
was no  material  difference  between the  carrying  value and fair value of the
Company's  investment-type  policies.  These life insurance and annuity reserves
are supported  primarily by the Company's  long-term,  fixed-income  investments
because the underlying policy reserves are generally also of a long-term nature.

INVESTMENTS

The Company's  investment  strategies and portfolios are structured to match the
features of the life  insurance and annuity  products  sold by the Company.  The
Company's   annuities  and  life  insurance  policies  are  long-term  products,
therefore  the  Company's  investment  strategy  takes a  long-term  perspective
emphasizing  investment  quality,   diversification,   and  superior  investment
returns.  The  Company's  investments  are  prudently  managed on a total return
approach that focuses on current income and capital appreciation.

The Company's invested assets are also exceptionally liquid in order to meet the
short and long-term  commitments  to our  Policyholders.  At March 31, 1995, the
Company's investment portfolio of cash and money market investments,  investment
grade bonds,  common stocks,  and preferred  stocks,  all of which are extremely
marketable,  totaled  $476.6 million or 85.8% of total assets.  These  resources
provide the liquidity the Company requires to meet the unforeseen demands on its
funds.

                                                                              14

<PAGE>




Part II. Other Information


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

On April 25, 1995, the Registrant held its Annual Meeting of Stockholders.

The following Directors were elected at the Annual Meeting of Stockholders for a
one-year term and until a successor is elected and qualified:

Samual P. Black, Jr.
J. Ralph Borneman, Jr.
Susan Hirt Hagen
Thomas B. Hagen
F. William Hirt
Thomas H. Hubbard
Stephen E. Jones, Esq.
Dr. Irvin H. Kochel
Edmund J. Mehl
John M. Petersen
Seth E. Schofield
Jan R. Van Gorder, Esq.
Harry H. Weil, Esq.

Item 5. Other Information

On April 20, 1995, John M. Petersen,  President and CEO of the Company, formally
announced  his  decision  to retire from this  position at the end of 1995.  The
Board of Directors  has formed a succession  committee to conduct a search for a
replacement  who shares the  Company's  corporate  philosophy  and  values.  Mr.
Petersen will remain in this position  until his successor has an opportunity to
assume this role and an orderly transfer of responsibilities can be made.

Item 6. Exhibits and Reports on Form 8-K

Exhibit 27 - Financial Data Schedule

All other exhibits 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.

*The Company did not file any reports on
Form 8-K during the three-month period ending March 31, 1995.



                                                                              15

<PAGE>



                              SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   Erie Family Life Insurance Company
                                                 (Registrant)

Date        May 4, 1995                      /s/ John M. Petersen
                                    (John M. Petersen, President & CEO)

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


                                                                              17

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1995 FORM 10-Q OF THE ERIE FAMILY LIFE INSURANCE COMPANY
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<CIK> 0000033416
<NAME> ERIE FAMILY LIFE INSURANCE COMPANY
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               MAR-31-1995             MAR-31-1994
<DEBT-HELD-FOR-SALE>                       196,218,084                       0
<DEBT-CARRYING-VALUE>                      160,127,274                       0
<DEBT-MARKET-VALUE>                        147,146,307                       0
<EQUITIES>                                 115,359,816                       0
<MORTGAGE>                                   7,492,817                       0
<REAL-ESTATE>                                1,873,071                       0
<TOTAL-INVEST>                             487,997,802                       0
<CASH>                                       4,895,422                       0
<RECOVER-REINSURE>                             554,017                       0
<DEFERRED-ACQUISITION>                      46,010,962                       0
<TOTAL-ASSETS>                             555,503,236                       0
<POLICY-LOSSES>                            440,348,450                       0
<UNEARNED-PREMIUMS>                            185,064                       0
<POLICY-OTHER>                               1,278,262                       0
<POLICY-HOLDER-FUNDS>                        4,714,244                       0
<NOTES-PAYABLE>                                      0                       0
<COMMON>                                     4,410,000                       0
                                0                       0
                                          0                       0
<OTHER-SE>                                  94,395,661                       0
<TOTAL-LIABILITY-AND-EQUITY>               555,503,236                       0
                                   6,470,366               5,938,807
<INVESTMENT-INCOME>                          9,903,802               8,336,576
<INVESTMENT-GAINS>                             538,950               2,533,962
<OTHER-INCOME>                                 373,397                 281,023
<BENEFITS>                                   9,311,275               6,843,776
<UNDERWRITING-AMORTIZATION>                    703,238                 319,366
<UNDERWRITING-OTHER>                         2,683,422               2,644,290
<INCOME-PRETAX>                              4,588,580               7,282,936
<INCOME-TAX>                                 1,502,821               2,558,323
<INCOME-CONTINUING>                          3,085,759               4,724,613
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 3,085,759               4,724,613
<EPS-PRIMARY>                                      .98                    1.50
<EPS-DILUTED>                                      .98                    1.50
<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>


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