ERIE FAMILY LIFE INSURANCE CO
10-K, 1995-03-27
LIFE INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 1994 - 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 Identification No.)
 incorporation or organization)


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


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

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

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


                                Common Stock
                               (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 the  filing
requirements for at least the past 90 days.

                            Yes   X  .  No _____.


Indicate  the  number of shares  outstanding  of each of the  issuer's  class of
common stock, as of the close of the period covered by this report.


       Outstanding common stock at December 31, 1994 - 3,150,000 shares

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to  Stockholders  for the year ended  December 31,
1994 are incorporated by reference into Parts II and IV.

                                       1
<PAGE>




                                    PART I


ITEM 1.  BUSINESS

      Erie  Family  Life  Insurance  Company  (hereinafter  referred  to as "The
      Company",  the "Registrant" or "Erie Family Life") was incorporated in the
      state of Pennsylvania on May 23, 1967 and commenced  business on September
      1, 1967. The Company is primarily  engaged in the business of underwriting
      and  selling   non-participating   individual  and  group  life  insurance
      policies,  including  universal life. Erie also sells individual and group
      annuities.

  Products

      The  Company's  portfolio  of life  insurance  includes the usual forms of
      permanent life, endowment and term policies,  including whole life, family
      income, mortgage and decreasing term, group insurance, and universal life.
      In terms of face value,  new life  business  issued in 1994 had a ratio of
      3:1 of term insurance to whole life coverage.

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


                          Classes of Life Insurance
                          Percentage of Total Sales


                                         For the year ended December 31,

   Class                               1994    1993    1992    1991    1990

   Ordinary Life (including Total
   and Permanent Disability and
    Additional Accidental Death)       92.1%   92.3%   91.9%   92.1%   91.9%
    Group                               7.9     7.7     8.1     7.9     8.1
                                      100.0%  100.0%  100.0%  100.0%  100.0%

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

                                       2
<PAGE>




ITEM 1.  BUSINESS (Cont.)

      Structured  Settlement  annuities  sold to affiliate  companies  represent
      $11,431,965 in annuity deposits in 1994, $7,516,908 in 1993 and $9,307,063
      in 1992.  Also  included in the  annuity  deposits  are annuity  contracts
      purchased by the Erie Insurance Group Retirement Plan for Employees. These
      annuity contracts  purchased totaled  $8,880,714 in 1994 and $2,648,425 in
      1992.

                             Classes of Deposits
                                Total Deposits

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

     Class                  1994         1993         1992         1991         1990
<S>                     <C>          <C>          <C>          <C>          <C>   

Universal Life Deposit  $ 7,482,156  $ 6,130,390  $ 5,543,162  $ 4,560,411  $ 3,461,648
Annuity Deposit          62,048,541   50,550,323   53,526,178   44,040,442   26,221,282
                        $69,530,697  $56,680,713  $59,069,340  $48,600,853  $29,682,930

</TABLE>

    The Registrant  reinsures with other insurance  companies the portion of the
    insurance coverage above acceptable  retentions.  Beginning October 1, 1989,
    the retention  limit on an acceptable risk was increased to $225,000 on each
    individual life written. Prior to 1989, the limit was $125,000.

    The Company  reinsures under a number of different  reinsurance  agreements.
    The  primary  purpose of  reinsurance  is to enable  the  Company to write a
    policy in an amount larger than the risk it is willing to assume for itself.
    The secondary  purposes are to receive  commissions on the reinsurance ceded
    and in  some  instances  to  participate  in the  profits  of the  reinsured
    business by way of an "experience rating refund".

  Marketing

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

                                       3
<PAGE>



ITEM 1.  BUSINESS (Cont.)

  Competition

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

  Insurance Regulation

    The  Company is subject  to  supervision  and  regulation  by the  insurance
    departments of the states in which it does business.  Although the extent of
    the  regulation  varies  from  state to  state,  generally  the  supervisory
    agencies  are  vested  with  broad  administrative  powers  relating  to the
    granting and  revocation  of licenses to transact  business,  regulation  of
    trade practices,  licensing of agents, approval of policy forms, deposits of
    security for the benefits of policy owners and  investments  and maintenance
    of specified reserves and capital, all designed primarily for the protection
    of policy owners.  In accordance with the rules of the National  Association
    of Insurance  Commissioners,  the Company has been examined every four years
    by  one  or  more  of  the  state  supervisory  agencies.  The  latest  such
    examination  of the  Company  was  conducted  by the  Pennsylvania  and Ohio
    Insurance Departments and covered the four years ended December 31, 1990.

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

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

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

    Erie Family Life has regulatory  total  adjusted  capital of $56 million and
    $51 million at December 31,  1994,  and 1993,  respectively,  and a ratio of
    total adjusted capital to authorized control level risk-based capital of 5.8
    and 5.7 at December  31,  1994,  and 1993,  respectively.  These  levels far
    exceed the minimum risk-based capital requirements.

    At the Annual Meeting of Stockholders held on May 26, 1994, the Stockholders
    approved a proposal to redomesticate the Company to Indiana from its current
    domiciliary  state of  Pennsylvania.  The  redomestication  approved  by the
    Stockholders is subject to regulatory approval by the states of Pennsylvania
    and Indiana.  The Company is still  awaiting  regulatory  approval  from the
    state of Indiana.

    The purpose for the redomestication was to eliminate the requirement for the
    payment  by  the  Company  of  retaliatory  premium  taxes  on  nonqualified
    annuities because of the imposition of a 2% annuity tax in Pennsylania.

                                       4
<PAGE>



ITEM 1.  BUSINESS (Cont.)

  Life Reserves

    In accordance with generally  accepted  accounting  principles  (GAAP),  the
    Company is required to  establish  and  maintain as  liabilities,  actuarial
    reserves to meet its  obligations on life insurance  policies and annuities.
    These  reserves  are  amounts  which,  with  additions  from  premiums to be
    received  on  outstanding  policies  and  with  interest  on  such  reserves
    compounded   annually  at  certain  assumed  rates,  are  calculated  to  be
    sufficient  to meet policy  obligations  at death or maturity in  accordance
    with the mortality tables employed when the policies are issued.

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

                            Basis of Assumption

 Years of   Policy
   Issue     Type         Interest             Mortality             Withdrawal

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

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

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

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

1988-1994  All Life   7% graded to 6%        Multiple of 1965-70     Pricing
           and Annual                        Select and Ultimate     Assumptions
           Renewable
           Term

1987-1994  Universal  7 1/2% graded to 6%    85% or 90% of           Pricing
           Life                              1965-70 Select and      Assumptions
                                             Ultimate

  Investments

        In accordance with standard insurance  practice,  the Registrant invests
        its funds  principally  in  corporate  bonds and  preferred  and  common
        stocks. In 1994, the Company's real estate held for investment  purposes
        constituted  0.4% of the  Company's  total assets while  mortgage  loans
        accounted for 1.4% and Other  Invested  Assets  accounted for 0.4%.  The
        Registrant owns no real property and no tangible  personal property used
        in the operation of its business except office  supplies and forms.  The
        real  estate  owned by the  Company  is  leased  to an  affiliate,  Erie
        Indemnity  Company  (EIC),  for  rentals of  $423,120  per year  through
        December 31, 1995.  Also, on January 12, 1989,  the Company made a first
        mortgage  loan to EIC in the amount of  $2,500,000.  The proceeds of the
        loan were used to purchase and construct a branch office  facility.  The
        mortgage note was paid in full on June 3, 1994. In addition, the Company
        makes policy loans to its policyholders,  and at December 31, 1994, such
        policy loans constituted 0.6% of the Registrant's total assets.
        Annual increases in the number and

                                       5
<PAGE>




ITEM 1.  BUSINESS (Cont.)

        dollar  amount of policy  loans,  generally,  will vary with  changes in
        short term  rates of  interest.  When short term rates are high,  policy
        loans are also expected to increase.

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

  Employees

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

  Other Data

                    The Company's Lapse Rate for 1994 was 8.4%.

                    Reinsurance Profitability - Not Applicable.

                    New Types of Insurance - Not Applicable.

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

                             1994 - $7,481,537,000
                             1993 - $6,428,223,000
                             1992 - $5,545,197,000
                             1991 - $4,678,254,000
                             1990 - $3,866,244,000

                                       6
<PAGE>




ITEM 2.  PROPERTIES

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


ITEM 3.  LEGAL PROCEEDINGS

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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

There were no matters  submitted for vote to stockholders  during fourth quarter
1994.


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

        Currently there is no market on which the Registrant's  stock is traded.
        The  Company had 1,153  recordholders  of Common  Stock at December  31,
        1994.

   Date Dividends Declared         Date Dividends Paid      Dividends per Share

   January 17, 1993                April 1, 1993                  .275
   March 31, 1993                  July 1, 1993                   .275
   June 21, 1993                   October 1, 1993                .275
   September 27, 1993              January 1, 1994                .275
   March 1, 1994                   April 1, 1994                  .30
   March 1, 1994                   July 1, 1994                   .30
   July 21, 1994                   October 1, 1994                .30
   September 29, 1994              January 1, 1995                .30





                                       7
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

The  information  contained  in  "Selected  Financial  Data"  on  Page 13 of the
Company's Annual Report is incorporated herein by reference.


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

The  information  set forth on pages 13 through 17 of the Company's  1994 Annual
Report is incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 1994  Financial  Statements and the report of the  registrant's  independent
accountants  on pages 18  through 25 of the  Company's  1994  Annual  Report are
incorported  herein by reference,  as is the unaudited  information set forth in
the Notes to the Financial  Statements  under the caption  "Unaudited  Quarterly
Summary of Operations" on page 25.


ITEM 9.  CHANGE IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.


                                       8
<PAGE>



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>

                              Present Principal Position with Erie
Name and Age                  Family Life and Other Material Positions
as of 12/31/94                Held During the Last Five Years
<S>                           <C>

Samuel P. Black, Jr. 1        Director since 1967.  Chairman, Samuel P. Black & Associates, Inc.-
     92                       Insurance Agency, Erie, PA.  Director--Erie Insurance Company,
                              Flagship City Insurance Company, Erie Insurance Property &
                              Casualty Company and Erie Indemnity Company, Attorney-in-Fact
                              for Erie Insurance Exchange.

J. Ralph Borneman, Jr.        Director since 1992.  President and Chief Executive Officer of Body-
     56                       Borneman Associates Inc. (Insurance Agency).  President Body-
                              Borneman, Ltd. and Body-Borneman, Inc.  Director--Erie Insurance
                              Company, Erie Indemnity Company, Attorney-in-Fact for Erie
                              Insurance Exchange, Erie Insurance Company of New York and
                              National Penn Bankshares.

John J. Brinling, Jr.         Executive Vice President of the Company since December
     47                       1990.  Division Officer 1984-present.

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

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

Susan Hirt Hagen 1,*          Director since 1980.  Managing Partner, Hagen, Herr &
     59                       Peppin, Consultants in Group Relations since 1990, Consultant in
                              Conflict Management 1987-1990; Director--Erie Insurance Company
                              and Erie Indemnity Company, Attorney-in-Fact for Erie Insurance
                              Exchange.

Thomas B. Hagen *             Secretary of Commerce, Commonwealth of Pennsylvania, since January
     59                       1995; Chairman, Hagen & Company, business consultants, since 1994;
                              Special Consultant to the Chairman of the Board of
                              the Erie Indemnity Company,  Attorney-in-Fact  for
                              the Erie Insurance Exchange from September 1993 to
                              February  1995;  Chairman  of the  Board and Chief
                              Executive  Officer of the Erie Indemnity  Company,
                              Attorney-in-Fact  for the Erie Insurance Exchange,
                              Erie  Family  Life  Insurance   Company  and  Erie
                              Insurance  Company  from  November  1990,  and  of
                              Flagship City Insurance Company and Erie Insurance
                              Property & Casualty Company,  since 1992 and 1993,
                              respectively,  to September 1993; President of the
                              Erie Indemnity Company,  Attorney-in-Fact  for the
                              Erie Insurance Exchange and Erie Insurance Company
                              and Executive  Vice  President of Erie Family Life
                              Insurance  Company  from  1982 to  November  1990;
                              Director,     the    Erie    Indemnity    Company,
                              Attorney-in-Fact  for the Erie Insurance  Exchange
                              and  Erie   Insurance   Company,   General  Public
                              Utilities  Corporation  and  Erie  Small  Business
                              Investment  Company;  Director,  the former  First
                              National Bank of  Pennsylvania  and First National
                              Pennsylvania Corporate 1985-1992.
<FN>
 1     Member of Executive Committee
 2     Member of Audit Committee
 C     Committee Chairman
 *     F. William Hirt is the brother of Susan Hirt Hagen and the brother-in-law of
       Thomas B. Hagen.  Susan Hirt Hagen is the wife of Thomas B. Hagen.
</FN>
</TABLE>
                                       9
<PAGE>



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Cont.)

<TABLE>
<CAPTION>

                         Present Principal Position with Erie
Name and Age             Family Life and Other Material Positions
as of 12/31/94           Held During the Last Five Years
<S>                      <C>

F. William Hirt 1C,*     Chairman of the Board.  Director since 1967.  Chairman of the
    69                   Board of the Erie  Insurance  Company,  Erie  Indemnity
                         Company,  Attorney-in-Fact for Erie Insurance Exchange,
                         and Erie Insurance Company of New York.  Director--Erie
                         Insurance  Company,  Flagship City  Insurance  Company,
                         Erie  Indemnity  Company,   Attorney-in-Fact  for  Erie
                         Insurance Exchange,  Erie Insurance Property & Casualty
                         Company, Erie Insurance Company of New York and Integra
                         Financial.

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

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

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

Edmund J. Mehl 1,2C      Director since 1969.  Retired Chairman and Chief Executive Officer,
    70                   Dispatch  Printing, Inc., Erie, PA.  Director-- Erie
                         Insurance Company and 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.

<FN>
    1 Member of Executive Committee
    2 Member of Audit Committee
    C Committee Chairman
    * F. William Hirt is the brother of Susan Hirt Hagen and the brother-in-law of
      Thomas B. Hagen.  Susan Hirt Hagen is the wife of Thomas B. Hagen.
</FN>
</TABLE>
                                      10
<PAGE>




ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Cont.)

<TABLE>
<CAPTION>

                         Present Principal Position with Erie
Name and Age             Family Life and Other Material Positions
as of 12/31/94           Held During the Last Five Years
<S>                      <C>

John M. Petersen 1       President and Chief Executive Officer.  Director since 1980.
    66                   President and Chief Executive Officer of the Erie Insurance
                         Company, and Erie Indemnity Company, Attorney-in-Fact for Erie
                         Insurance Exchange.  Chairman, President and Chief Executive
                         Officer of the Flagship City Insurance Company, Erie Insurance
                         Property & Casualty Company, Erie Insurance Company of New
                         York, E.I. Holding Corp. and E.I. Service Corp.  Director--Erie
                         Insurance Company, Flagship City Insurance Company, Erie
                         Indemnity Company, Attorney-in-Fact for Erie Insurance
                         Exchange, Erie Insurance Property & Casualty Company, Erie
                         Insurance Company of New York, E.I. Service Corp., E.I. Holding
                         Corp., Spectrum Control, Inc., and Gallery of History.

Bruno Pisano             Vice President and Manager of the Policy
    45                   Processing and Systems Department of the Company since 1988.

Seth E. Schofield        Chairman of the Board and Chief Executive Officer, USAir,
    55                   Inc. since July 1992; President and Chief Executive Officer, USAir,
                         Inc. from June 1991 to July 1992; President and Chief Operating
                         Officer, USAir, Inc. from June 1990 to June 1991; Executive Vice
                         President, USAir, Inc. from 1989 to June 1990; Chairman of the
                         Board and a Director, Greater Pittsburgh Chamber of Commerce;
                         Director, USAir, Inc., the Erie Indemnity Company, Attorney-in-
                         Fact for Erie Insurance Exchange, Erie Insurance Company, PNC
                         Bank, N.A., Greater Washington Board of Trade, Flight Safety
                         Foundation and USX Corporation.

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

<FN>
    1 Member of Executive Committee
</FN>
</TABLE>
                                      11
<PAGE>




ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Cont.)

<TABLE>
<CAPTION>

                         Present Principal Position with Erie
Name and Age             Family Life and Other Material Positions
as of 12/31/94           Held During the Last Five Years
<S>                      <C>    

Jan R. Van Gorder 1      Senior Executive Vice President, Secretary and General
    47                   Counsel since 1990.  Director since September 1990.  Senior
                         Executive Vice President, Secretary and General Counsel of the
                         Erie Insurance Company, Erie Insurance Property & Casualty
                         Company, Flagship City Insurance Company, Erie Insurance
                         Company of New York and Erie Indemnity Company, Attorney-in-
                         Fact for Erie Insurance Exchange.  Secretary of the E.I. Holding
                         Corp. and E.I. Service Corp.  Director--Erie Insurance Company,
                         Flagship City Insurance Company, Erie Insurance Property &
                         Casualty Company, Erie Insurance Company of New York, Erie
                         Indemnity Company, Attorney-in-Fact for Erie Insurance
                         Exchange, E.I. Holding Corp. and E.I. Service Corp.

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

<FN>
    1 Member of Executive Committee
</FN>
</TABLE>
                                      12
<PAGE>

 

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

        The  following  table  sets forth the  annual  compensation  paid by the
Company  during each of the three  fiscal  years ended  December 31, 1994 to the
Chief  Executive  Officer  of  the  Company  and  the  four  other  most  highly
compensated  executive officers of the Company during 1994 for services rendered
in all capacities to the Company and its affiliates.

        The amounts listed in the table below  represent the total  compensation
paid to the listed  executives by the Erie Insurance  Group.  The Erie Insurance
Group includes the Company, Erie Indemnity Company and its subsidiaries and Erie
Insurance  Exchange  and  its  subsidiary.  The  amount  of  total  compensation
allocated to the  registrant  is as follows:  John M. Petersen - 10%, Jan R. Van
Gorder - 5%, Thomas M. Sider - 10%, Stephen A. Milne - 0%, John J. Brinling, Jr.
- 100%.

                              Annual Compensation

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

John M. Petersen     1994      $725,363  $74,993      $8,100        $69,058
President & Chief    1993       427,379   94,643       5,383         10,828
Executive Officer    1992       391,914   40,893       4,866        221,480

Jan R. Van Gorder    1994      $287,682  $25,590      $1,029        $14,834
Executive Vice       1993       261,769   18,981         642         14,853
President, Secretary 1992       242,452   11,173         642         12,200
& General Counsel

Thomas M. Sider      1994      $199,289  $22,571        $941        $21,109
Executive Vice       1993       168,243   17,604          66         20,836
President & Chief
Financial Officer

Stephen A. Milne     1994      $198,752  $34,943        $965         $4,433
Executive Vice
President - Insurance
Operations(2)

John J. Brinling,    1994      $185,605  $19,527        $877        $22,682
Jr., Executive       1993       164,530   19,712         642         22,006
Vice President of    1992       147,973   14,616         642         22,011
EFL

(1)            Amounts shown include matching  contributions made by the Company
               pursuant to the  Company's  Employee  Savings  Plans and premiums
               paid by the Company on behalf of the named  individuals  on Split
               Dollar Life insurance policies. For the year 1994,  contributions
               made to the Employee  Savings Plans amounted to $17,500,  $6,190,
               $4,788,  $4,433  and $4,478 on behalf of  Messrs.  Petersen,  Van
               Gorder,  Sider,  Milne and Brinling,  respectively.  For the year
               1993,  contributions  made to the Employee Savings Plans amounted
               to  $10,828,  $5,917,  $4,467  and  $3,748 on  behalf of  Messrs.
               Petersen, Van Gorder, Sider and Brinling,  respectively.  For the
               year  1992,  contributions  made to the  Employee  Savings  Plans
               amounted to $4,364,

                                      13
<PAGE>


               $4,364  and  $3,807 on behalf of Messrs.  Petersen,  Van  Gorder
               and  Brinling, respectively.  Premiums  paid  during  1994 for
               Split  Dollar  Life  insurance policies  for  Messrs.  Petersen,
               Van  Gorder,  Sider,  Milne  and  Brinling, respectively,  are as
               follows:  $51,558,  $8,644,  $16,321,  $0  and  $18,204.
               Premiums paid during 1993 for Split Dollar Life insurance
               policies for Messrs. Petersen,  Van Gorder,  Sider and Brinling,
               respectively,  are as follows: $0, $8,936,  $16,369 and $18,258.
               Premiums  paid during 1992 for Split Dollar Life insurance
               policies  for  Messrs.  Petersen,  Van Gorder and  Brinling,
               are as follows:  $217,116,  $7,836 and $18,204. The Company is
               entitled to recover the premiums  from any proceeds paid on such
               Split Dollar Life  insurance  policies and has  retained a 
               collateral  interest  in each  policy to the extent of the
               premiums paid with respect to such policies.

(2)            Mr. Milne became an officer of the Company on January 11, 1994.
               Mr. Milne had been previously employed by the Company; his last
               position with the Company at that time was Senior Vice President
               Agency Division, a position he held from 1988 to 1991.

Stock Options and Stock Appreciation Rights

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

Pension Plan

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

                            PENSION PLAN TABLE

                                     Years of Service
Remuneration            15       20        25        30             35
 $ 125,000          $ 37,500  $ 50,000  $ 62,500  $ 75,000       $ 75,000
   150,000            45,000    60,000    75,000    90,000         90,000
   175,000            52,500    70,000    87,500   105,000        105,000
   200,000            60,000    80,000   100,000   120,000        120,000
   225,000            67,500    90,000   112,500   135,000        135,000
   250,000            75,000   100,000   125,000   150,000        150,000
   300,000            90,000   120,000   150,000   180,000        180,000
   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
   850,000           255,000   340,000   425,000   510,000        510,000
   900,000           270,000   360,000   450,000   540,000        540,000
   950,000           285,000   380,000   475,000   570,000        570,000
 1,000,000           300,000   400,000   500,000   600,000        600,000

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

                                      14
<PAGE>


      Under the pension plan, credited years of service is capped at 30 years
Credited years of service for each of the individuals named in the Summary
Compensation Table is as follows:  John M. Petersen - 30 years, Jan R. Van 
Gorder - 14 years, Thomas M. Sider - 24 years, Stephen A. Milne - 17 years   
and John J. Brinling, Jr. - 27 years.

  The  benefits  under  such plan are  computed  on the  basis of  straight-life
annuity amounts and a life annuity with a ten-year certain benefit. The benefits
listed in the  Pension  Plan  Table are not  subject  to  deduction  for  Social
Security or other offset  amounts.  The  information in the foregoing table does
not reflect certain limitations imposed by the Internal Revenue Code of 1986, as
amended (the  "Code").  Beginning in 1994,  the Code  prohibits the inclusion of
earnings   in  excess  of  $150,000   per  year   (adjusted   periodically   for
cost-of-living  increases) in the average  earnings used to calculate  benefits.
The Code also  limits  the  maximum  annual  pension  (currently  $120,000,  but
adjusted  annually  for  cost-of-living  increases)  that  can be  paid  to each
eligible employee.

Director Compensation

  In 1994, directors of the Company,  other than directors who are also officers
of the Company and who are not separately compensated for attendance at meetings
of the Board of Directors  and its  committees,  received an annual  retainer of
$13,000 for serving as such, plus $1,000 for each meeting  attended and $800 for
each committee  meeting  attended  ($2,000 in the case of the chairperson of the
committee).  In  addition,  all  directors  are  reimbursed  for their  expenses
incurred in attending  meetings.  Effective January 1, 1995, the annual retainer
for directors  increased to $15,000,  plus $1,200 for each meeting  attended and
$800 for each committee  meeting attended (unless the committee  meeting is held
the same day as the Board of Directors meeting, for which committee meeting $500
will be paid) plus an additional $2,000 per year for each committee chairperson.

Compensation Committee Interlocks and Insider Participation

  Pursuant  to  Pennsylvania  Insurance  Holding  Company  laws,  the  Executive
Compensation  Committee  (the  Committee)  of  the  Company's  affiliate,   Erie
Indemnity  Company,  serves  as  the  executive  compensation  committee  of the
Company.  The Committee of the Company consists of Peter B. Bartlett,  Chairman,
J. Ralph Borneman,  Jr. and Seth E.  Schofield.  No member of the Committee is a
former or current  officer or employee of the Company or any of its  affiliates.
Furthermore,  no  executive  officer  of the  Company  serves  as a member  of a
compensation  committee of another entity one of whose executive officers serves
on the  Committee of the Company or as a director of the  Company,  nor does any
executive  officer of the Company serve as a director of another entity,  one of
whose executive officers serves on the Committee of the Company. Mr. Borneman is
the President and a principal  shareholder of  Body-Borneman  Associates,  Inc.,
Body-Borneman,  Inc.  and  Body-Borneman,  Ltd.,  all of which  are  independent
insurance agencies representing a number of insurers,  including the Company and
its insurance affiliates.

Report of the Executive Compensation Committee of the Company

  The 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 it
by the  Board  of  Directors.  The Committee  is composed of three  directors
who are not officers or employees of the  Company  or any of its  affiliates.
The  purpose  of the  Committee  is to determine  the level and  composition  of
compensation  that is  sufficient  to attract and retain top quality executives
for the Company.  It is the opinion of the  Committee  that  the  senior 
executives  of  the  Company  should  receive compensation  comparable to that
paid by other  insurers of comparable  size and financial performance.

      The  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

                                      15
<PAGE>


such  responsibilities  and duties. The Committee then reviews the salary ranges
for the  chief  executive  officer  and the  other  three  highest  paid  senior
executives,  comparing  the ranges to third  party  data  compiled  for  similar
positions with other insurers.  The salary range defines the minimum and maximum
level of compensation  for the position.  In reviewing the salary ranges for the
four  highest  paid  executives,  including  the chief  executive  officer,  the
Committee references Sibson's Management  Compensation Survey published annually
by  Sibson &  Company,  which  summarizes  compensation  data for 119  insurance
companies.  The data is reported by position and by company  size,  as ranked by
premium  volume.  The Committee  also uses  compensation  data obtained from the
National   Association  of  Independent  Insurers  annual  survey  on  executive
compensation and gathers data on other comparable insurers. The unique aspect 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 salary ranges.  Adjustments to the salary ranges
are made as warranted by the Committee's review.

      During   1994  the   Committee   conducted   a   special   survey  on  the
competitiveness of the total compensation,  including base salary,  annual bonus
and other forms of short-term compensation, for the four highest paid executives
of the Company.

      Hay  Management   Consultants,   a  management   consulting   firm,  which
specializes  in  compensation  maters,  was retained to conduct a study of total
cash  compensation for the Company's four highest paid executive  positions.  In
addition, Sibson & Company, a management consulting firm, also undertook a study
on the  competitiveness  of the Company's total cash  compensation  for the four
highest paid executive  officers based upon a selected group of peer  companies.
The information developed by Hay Management Consultants and Sibson & Company was
used for  adjusting  compensation  levels for the four  highest  paid  executive
positions.

      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.  Executives  with a  broader  range of  skills,
experience  and  consistently  high  performance  with the  Company  may receive
compensation slightly above the mid-point for the established salary range.

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

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

      Performance  factors  applicable  to  the  Company,   such  as  investment
portfolio returns and overall company profitability as well as other factors are
considered  indirectly in evaluating the chief executive officer's  performance.
Such  performance  factors were  considered  in approving  Mr.  Petersen's  1994
compensation.

  Compensation  of  the  next  three  most  highly  compensated  individuals  is
determined  by the  Committee  and is  based  upon  the  factors  and  processes
enumerated,  i.e., a determination  of a salary range based upon market data and
evaluation of the executive with respect to the  executive's job description and
his or her position within the salary range.

                                      16
<PAGE>

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

                              EXECUTIVE COMPENSATION COMMITTEE


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


                                      17
<PAGE>

 




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

  12-31-94 $1.10     Erie Indemnity Company        681,300 (1)       21.6%(1) 
     Par Value       100 Erie Insurance Place      Direct
  Common Stock       Erie, PA  16530

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

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

  12-31-94 $1.10    Erie Insurance Exchange      1,644,300 (1)      52.2%(1)
     Par Value      100 Erie Insurance Place       Direct
  Common Stock      Erie, PA  16530

  12-31-94 $1.10    Samuel P. Black, Jr.            22,706            .72%
     Par Value      400 French St., Suite 100
  Common Stock      Erie, PA  16507

  12-31-94 $1.10    J. Ralph Borneman                  512            .02%
     Par Value      Box 552
  Common Stock      17 East Philadelphia Ave.
                    Boyertown, PA  19512

  12-31-94 $1.10    Susan Hirt Hagen                   100             --
     Par Value      5727 Grubb Rd.
  Common Stock      Erie, PA  16506

  12-31-94 $1.10    Thomas B. Hagen                 51,494           1.63%
     Par Value      5727 Grubb Rd.
  Common Stock      Erie, PA  16506

  12-31-94 $1.10    F. William Hirt                 55,678           1.77%
     Par Value      3270 Kingston Court S.
  Common Stock      Erie, PA  16506

  12-31-94 $1.10    Thomas H. Hubbard               23,683            .75%
     Par Value      Box 245
  Common Stock      Ashtabula, OH  44004-0245

  12-31-94 $1.10    Stephen E. Jones, Esq.          10,632            .34%
     Par Value      120 West 10th St.
  Common Stock      Erie, PA

                                    18
<PAGE>




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

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

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

  12-31-94 $1.10     Dr. Irvin H. Kochel            2,723            .09%
     Par Value       4737 Reese Road
  Common Stock       Erie, PA  16510

  12-31-94 $1.10     Edmund J. Mehl                 4,050            .13%
     Par Value       504 Frontier Dr.
  Common Stock       Erie, PA  16505

  12-31-94 $1.10     John M. Petersen              31,450           1.00%
     Par Value       124 Voyageur Dr.
  Common Stock       Erie, PA  16505

  12-31-94 $1.10     Seth E. Schofield                600            .02%
     Par Value       2341 South Queen St.
  Common Stock       Arlington, VA  22202

  12-31-94 $1.10     Jan R. Van Gorder                 25             --
     Par Value       6796 Manchester Beach Road
  Common Stock       Fairview, PA  16415

  12-31-94 $1.10     John J. Brinling, Jr.            210            .01%
     Par Value       1522 Sumner Drive
  Common Stock       Erie, PA  16505

  12-31-94 $1.10     Robert H. Dreyer                 300            .01%
     Par Value       465 Hawthorne Trace
  Common Stock       Fairview, PA  16415

  12-31-94 $1.10     Philip Alan Garcia               425            .01%
     Par Value       786 Stockbridge Drive
  Common Stock       Erie, PA  16505

  12-31-94 $1.10     Bruno Pisano                     100             --
     Par Value       3119 French Street
  Common Stock       Erie, PA  16504

                                      19
<PAGE>


 

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

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

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

  12-31-94 $1.10     Thomas M. Sider                  90              --
     Par Value       11810 Old Lake Road
  Common Stock       North East, PA  16428

  12-31-94 $1.10     Douglas F. Ziegler               90              --
     Par Value       378 Ridgeview Drive
  Common Stock       Erie, PA  16505

  12-31-94 $1.10     All officers and directors
     Par Value       as a group (18 persons)     204,868(2)         6.50%(2)
  Common Stock



    (1) Erie Insurance Exchange (the "Exchange") is a reciprocal insurance
        exchange controlled by its subscribers, each of whom has designated
        Erie Indemnity Company ("Indemnity") as such subscriber's
        attorney-in-fact for certain purposes, including Indemnity's holding of
        Common Stock of the Company.  76% of the outstanding voting stock of
        Erie Indemnity Company is owned beneficially by a trust established by
        H. O. Hirt, the father of F. William Hirt and Susan H. Hagen and the
        father-in-law of Thomas B. Hagen.  Mr. Hirt and Mrs. Hagen are
        beneficiaries of the trust and are co-trustees with Mellon Bank, N.A.
        An additional 13.3% of indemnity stock is beneficially owned by
        Samuel P. Black, Jr.

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


(c) There are no contractual arrangements known to the Registrant.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Directors  Black and Borneman are officers  and  principal  shareholders  of
    insurance  agencies  which  receive  insurance  commissions  in the ordinary
    course of business  from Erie Family Life and its  affiliates  in accordance
    with such companies standard commission schedules and agents contracts.


                                      20
<PAGE>



                                         PART IV


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

(a)  (1) The following financial statements of the registrant and the report
         of independent  certified public accountants are incorporated herein by
         reference  to  pages  18 to 25 in the  registrant's  annual  report  to
         stockholders for the year ended December 31, 1994.

  Report of Independent Certified Public Accountants
  Balance Sheets - December 31, 1994 and 1993
  Statements of Income for the years ended  December 31, 1994,  1993 and 1992
  Statements of Cash Flows for the years ended  December 31, 1994, 1993 and 1992
  Statements of  Stockholders'  Equity for the years ended December 31, 1994,
     1993 and 1992
  Notes to Financial Statements

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

                                                                 Page

         Report of Independent Certified Public
         Accountants on Schedules                                 23

         Schedule I - Summary of Investments other than
         investments in related parties                           24

         Schedule III - Supplementary Insurance Information       25

         Schedule IV - Reinsurance                                26


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

   (3)   Exhibits:

         Exhibit 13 - Annual Report to Stockholders

         Exhibit 27 - Financial Data Schedule

      All 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.

(b)   No reports on Form 8-K have been filed or were  required to be
      filed  during the last  quarter of the period  covered by this
      report.

                                      21
<PAGE>


    

                                  SIGNATURES

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

Date:  March 2, 1995         ERIE FAMILY LIFE INSURANCE COMPANY
                             (registrant)


                              Principal Officers


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


                             /s/ John M. Petersen
                    John M. Petersen, President and C.E.O.

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

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


                              Board of Directors


      Samuel P. Black, Jr.                             Stephen E. Jones

    /s/ J. Ralph Borneman                            /s/ Dr. Irvin H. Kochel
      J. Ralph Borneman                                Dr. Irvin H. Kochel

                                                     /s/ Edumnd J. Mehl
      Susan Hirt Hagen                                 Edmund J. Mehl

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

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

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



  

    

    


                                      22      
<PAGE>





                   INDEPENDENT AUDITORS' REPORT


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

                  We  have  audited  the  balance  sheets  of Erie  Family  Life
Insurance Company as of December 31, 1994 and 1993 and the related statements of
income,  stockholders'  equity and cash flows for each of the three years in the
period  ended  December  31,  1994,  as  contained  in the 1994  annual  report,
incorporated  by reference in the annual  report on Form 10-K for the year ended
December 31, 1994. 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, 1994 and 1993, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1994 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 17, 1995

                                      23
<PAGE>





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

                                  December 31, 1994

                                     Cost or                            Amount at which
                                    Amortized           Market          Shown in the
                                      Cost               Value          Balance Sheet
<S>                              <C>                <C>                <C> 
Type of Investment                                                                  
Fixed Maturities
    Held-to-Maturity                                                      
  Bonds and Notes                                                               
    Governments                  $     541,184      $     549,676      $     541,184
    Political Subdivisions           1,140,000          1,174,200          1,140,000
    Special Revenue                  8,413,257          7,356,761          8,413,257
    Public Utilities                62,197,442         54,920,967         62,197,442
    Industrial and Misc.            86,134,179         76,851,613         86,134,179
  Redeemable Preferred Stocks
    Public Utilities                    19,010             30,798             19,010
    Banks, Trusts and
      Insurance Companies            2,000,000          1,660,000          2,000,000
     Total Fixed Maturities
           Held-to-Maturity      $ 160,445,072      $ 142,544,015      $ 160,445,072
Fixed Maturities
    Available-for-Sale
  Bonds and Notes
    U.S. Treasuries              $   6,121,887      $   5,868,300      $   5,868,300
    Political Subdivisions           1,868,344          2,036,950          2,036,950
    Special Revenue                 37,317,102         35,521,340         35,521,340
    Public Utilities                28,833,112         27,844,600         27,844,600
    Industrial and Misc.           106,140,718        104,580,675        104,580,675
     Total Fixed Maturities
           Available-for-Sale    $ 180,281,163      $ 175,851,865      $ 175,851,865
Equity Securities
  Common Stocks
    Banks, Trusts and
      Insurance Companies        $     790,311      $   1,080,715      $   1,080,715
    Industrial and Misc.             6,677,716          7,044,856          7,044,856
  Non-Redeemable Preferred Stocks
    Public Utilities                 2,414,273          2,316,375          2,316,375
    Banks, Trusts and
      Insurance Companies           63,453,075         59,298,250         59,298,250
    Industrial and Misc.            43,045,443         38,621,420         38,621,420
     Total Equity Securities     $ 116,380,818      $ 108,361,616      $ 108,361,616
Real Estate
  Investment Property            $   1,898,628      $   1,898,628      $   1,898,628
Policy Loans                         3,181,311          3,181,311          3,181,311
Mortgage Loans                       7,633,399          7,633,399          7,633,399
Other Invested Assets                2,257,143          2,257,143          2,257,143
     Total Investments           $ 472,077,534      $ 441,727,977      $ 459,629,034

</TABLE>

                                                        24

<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>
                                                                           
1994                                                                        
Ordinary Life Insurance $ 38,740,281  79,503,597      98,700      723,638
Group Life Insurance               0     653,979           0       73,847
Annuities                  6,211,514 341,242,154           0            0
Supplemental Contracts             0     767,457           0            0
     Total              $ 44,951,795 422,167,187      98,700      797,485
                                                                      
1993                                                                
Ordinary Life Insurance $ 33,419,935  67,423,466      80,070    1,070,429
Group Life Insurance               0     616,218           0       84,930
Annuities                  5,062,903 281,489,139           0            0
Supplemental Contracts             0     882,586           0            0
     Total              $ 38,482,838 350,411,409      80,070    1,155,359

1992
Ordinary Life Insurance $ 29,633,435  57,340,298     101,111    1,159,056
Group Life Insurance               0     750,891           0      415,017
Annuities                  4,049,792 228,018,439           0            0
Supplemental Contracts             0     843,311           0            0
     Total              $ 33,683,227 286,952,939     101,111    1,574,073

</TABLE>

<PAGE>





SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (CONTINUED)

<TABLE>
<CAPTION>

                                     For the Years Ended December 31,
                                                             Amortization
                                         Net        Life &    of Deferred    Other
                            Policy    Investment   Annuity    Acquisition  Operating
Segment                  Revenues (a)   Income     Benefits      Costs     Expenses
<S>                       <C>         <C>         <C>           <C>       <C>
                                                                                  
1994                                                                              
Ordinary Life Insurance   22,931,783   9,651,029   5,856,784    1,700,028  8,245,639
Group Life Insurance       1,717,589      46,571     799,772            0    330,111
Annuities                    244,111  25,800,361  18,128,885      279,737  2,297,726
Supplemental Contracts             0      68,288      36,737            0      2,813
     Total                24,893,483  35,566,249  24,822,178    1,979,765 10,876,289

1993
Ordinary Life Insurance   20,440,636   8,517,118   6,019,207    1,634,843  6,912,809
Group Life Insurance       1,552,939      52,933   1,251,698            0    298,612
Annuities                    163,247  22,283,079  16,284,434      457,921  1,726,956
Supplemental Contracts             0      75,481      20,634            0      3,026
     Total                22,156,822  30,928,611  23,575,973    2,092,764  8,941,403

1992
Ordinary Life Insurance   17,837,380   7,901,634   5,713,595    1,510,926  6,581,651
Group Life Insurance       1,370,885      73,149   1,322,609            0    225,919
Annuities                    207,103  20,088,190  13,678,336      329,279  1,623,557
Supplemental Contracts             0      69,653      39,437            0      3,486
     Total                19,415,368  28,132,626  20,753,977    1,840,205  8,434,613

<FN>
(a) Net of reinsurance ceded
</FN>
</TABLE>
                                                   25
<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, 1994                                                                                   
Life Insurance in force         $  8,468,890,000  987,353,000     N/A      7,481,537,000     -0-
Premiums for the year
  Life Insurance                      26,117,501    3,185,718     -0-         22,931,783     -0-
  Other                                1,961,700            0     -0-          1,961,700     -0-
     Total Premiums             $     28,079,201    3,185,718     -0-         24,893,483     -0-

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

December 31, 1992
Life Insurance in force         $  6,298,326,000  753,129,000     N/A      5,545,197,000     -0-
Premiums for the year
  Life Insurance                      20,252,646    2,415,266     -0-         17,837,380     -0-
  Other                                1,591,207       13,219     -0-          1,577,988     -0-
     Total Premiums             $     21,843,853    2,428,485     -0-         19,415,368     -0-

</TABLE>
                                                26
<PAGE>


INCORPORATED BY REFERENCE, PAGE 13 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>



                                                          Years Ended December 31
<S>                              <C>              <C>              <C>              <C>              <C>

                                      1994             1993             1992             1991             1990
Policy Revenue                   $  24,893,483    $  22,156,822    $  19,415,368    $  16,845,423    $  14,892,197
Investment & Other Income           41,875,339       42,630,274       39,107,928       22,436,810       16,324,087

Total Revenue                    $  66,768,822    $  64,787,096    $  58,523,296    $  39,282,233    $  31,216,284

Benefits & Expenses                 40,289,316       36,910,821       33,181,761       28,276,198       22,366,465

Operating Income Before Taxes       26,479,506       27,876,275       25,341,535       11,006,035        8,849,819

Federal Income Tax (Benefit):
     Current                         8,179,901        8,275,631        7,791,598        3,923,121        2,609,102
     Deferred                        1,469,927        1,496,402        1,655,339         (538,121)         374,723
Total Federal Income Tax             9,649,828        9,772,033        9,446,937        3,385,000        2,983,825

Cumulative effect on prior years
on changing the method of
accounting for income taxes                  0         (567,610)               0                0                0

Net Income                       $  16,829,678    $  17,536,632    $  15,894,598    $   7,621,035    $   5,865,994

Earnings per share               $        5.34    $        5.57    $        5.05    $        2.42    $        1.86
Cash dividends declared per share         1.20             1.10             1.00             0.92             0.84
Total Assets                     $ 528,632,132    $ 455,135,563    $ 376,485,292    $ 297,626,775    $ 226,771,232
Stockholders Equity              $  90,855,581    $  89,744,886    $  75,427,308    $  63,388,207    $  53,041,027
Book Value per share             $       28.84    $       28.49    $       23.95    $       20.12    $       16.84
Average Number of
     Shares Outstanding              3,150,000        3,150,000        3,150,000        3,150,000        3,150,000

</TABLE>
<PAGE>
INCORPORATED BY REFERENCE, PAGES 13 AND 14 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION &
RESULTS OF OPERATION

The following discussion and analysis should be read in conjuntion with the
financial statements and related notes found on pages 18-25, since they contain
important information that is helpful in evaluating our 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  non-participating   individual  and  group  life
insurance policies,  including universal life and annuity products.  The Company
markets its products through  independent Agents and is licensed in 11 states in
the Eastern U.S. and is subject to supervision  and regulations of the states in
which it does business.  A large portion of the Company's business is written in
Pennsylvania.

Net Income decreased to $16,829,678,  or $5.34 per share, in 1994
from $17,536,632,  or $5.57 per share in 1993, a decrease of 4%. Policy revenues
grew by 12% in 1994 and life  insurance  in force grew by more than $1.2 billion
during 1994,  with total life insurance in force at December 31, 1994 growing to
almost  $8.5  billion.  Investment  income,  net  of  expenses,  grew  by 15% to
$35,566,249 in 1994 from  $30,928,611 in 1993.  Total assets increased by 16% to
$528,632,132.

REVENUES,  BENEFITS,  AND EXPENSES

Premium Income.  Life premiums
increased 12.2% to $22,931,783 in 1994 from  $20,440,636 in 1993 and $17,837,380
in 1992.  New life  insurance  coverage  placed during 1994 was  $1,884,722,000,
compared to $1,580,014,000  in 1993 and  $1,581,894,000 in 1992. This represents
an  increase  of 19.3% in 1994 and a decrease  of 0.1% in 1993.  First year life
insurance premiums were $5,563,765 in 1994, $4,567,631 in 1993 and $4,584,839 in
1992,  an  increase  of 21.8% in 1994 and a  decrease  of 0.4% in 1993.  Renewal
premium increased 9.4% in 1994.  Improved  persistency on the large pool of life
insurance  business  issued during 1993, and a declining  policy lapse ratio for
the Company as a whole,  was  largely  responsible  for the  increase in renewal
premiums.

First-year  and  single  universal  life and  annuity  deposits  were
$53,965,315 in 1994,  $42,602,356 in 1993 and $45,924,906 in 1992,  representing
an  increase  of 26.7% in 1994 and a decrease  of 7.2% in 1993.

Net  Investment
Income. Net investment income in 1994 was $35,566,249 compared to $30,928,611 in
1993 and $28,132,626 in 1992, an increase of 15.0% in 1994 and 9.9% in 1993. The
ratio of net  investment  income to mean  invested  assets during 1994 was 8.33%
compared to 8.67% in 1993 and 9.85% in 1992.  Fueling  the growth in  investment
income was the Company's  cash flows  generated  from annuity and universal life
deposits and  operating  income.

<PAGE>
INCORPORATED BY REFERENCE, PAGE 14 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

Realized  Gain on  Investments.  In 1994,  the
Company had realized gains of $4,411,334.  This entire amount consisted of gains
from  the sale of  securities.  In  1993,  the  Company  had  realized  gains on
investments  of  $10,433,318.  This  amount  consisted  of gains on the sale and
maturity  of  securities  of  $12,408,318  net of  $1,200,000  in  losses  for a
write-down  of a limited  partnership  interest  and  $775,000  in losses  for a
write-down of a mortgage  loan that became  impaired  during the period.  During
1992, the Company generated realized gains of $9,647,470.  This amount consisted
of gains on the sale and maturity of securities of  $10,149,677,  less losses of
$502,207 for securities that became impaired during the period.

Death Benefits.
Net  death  benefits  on life  insurance  policies  decreased  12.3%  in 1994 to
$4,068,876,  compared to  $4,639,349 in 1993 and  $4,762,945 in 1992.  From 1992
through 1994 net death benefits dropped by 14.6%, compared to an increase in the
Company's life insurance in force of 34.5%, over the same period. However, 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 believes that its underwriting philosophy and practices are
sound and positively  contribute to the mortality  results  experienced over the
last several years.

The Company's lapse ratio, as reported to the  Pennsylvania
Insurance Department, fell to 8.4% in 1994, a positive trend which has continued
for several years. The lapse ratio was 9.1% in 1993 and 10.2% in 1992. The lapse
ratio is an important  measure of the success of the Company's sales and service
efforts.  Consequently,  it is closely  monitored  as a barometer of future life
insurance product profitability and premium growth. The .7% decline in the lapse
ratio in 1994 is reflective of management's policy conservation  efforts and the
Company's  sales  practices.  The decline in the policy  lapse ratio made a real
contribution to the growth in Company life insurance premiums in 1994.

Interest on Annuity and Universal  Life  Deposits.  Total  interest  credited on
deposits rose 13% to  $20,145,355  from  $17,832,577  in 1993.  This increase in
interest  expense  was due to  $69,530,697  in new annuity  and  universal  life
deposits made by Policyholders  during 1994 as well as higher credited  interest
rates on these funds. At December 31, 1994 annuity  deposits  accruing  interest
were $341  million  and  universal  life  deposits  accruing  interest  were $36
million. During 1994, the interest rate credited on universal life deposits rose
from a 6.00% to 6.75%  range on  January  1,  1994 to a 6.50% to 7.25%  range on
December 31, 1994. The rates  credited on annuity  deposits rose from a 4.75% to
5.75% range at the  beginning  of 1994,  to a 5.35% to 6.50% range at the end of
1994.

<PAGE>
INCORPORATED BY REFERENCE, PAGE 14 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

Commissions.  In 1994, commission expenses increased 27.8% or $498,840 to
$2,293,450.  Most of this  commission  increase  was due to an  increase in life
insurance  premiums of 12.2%  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
(see Note 3 of the Notes to  Financial  Statements).

General  Expenses,  Taxes,
Licenses  and  Fees.  General  expenses  amounted  to  $5,775,026   compared  to
$5,120,063 in 1993 and $4,829,293 in 1992. The increase in operating expense was
due primarily to increases in Employee salaries and benefits and data processing
expenses.  Employee  salary and benefit  expenses rose due to Employee merit pay
increases and Employee  benefit cost increases.  The increase in data processing
expense was due to the Company's  commitment of resources to several information
systems  projects  during  1994.  In  the  long  run  these  information  system
investments  will  enable  the  Company  to  respond  to the needs of Agents and
Policyholders  more  quickly and  effectively,  and allow the Company to control
operating  expenses.

Certain operating expenses of the Company are paid by Erie
Indemnity Company and reimbursed monthly by the Company. Additionally, a portion
of the common  overhead  expenses of the Erie  Insurance  Group are allocated to
Erie Family  Life.  These  expenses  comprise  the  majority of Company  general
expenses.  Erie  Indemnity  Company is a 21.6%  shareholder  of Erie Family Life
Insurance  Company  stock  and the  management  company  for the Erie  Insurance
Exchange.

Taxes, licenses and fees increased $781,083 to $2,807,813 in 1994. The
increase  was due to  increased  assessments  made by the state  life  insurance
guaranty associations. These assessments totaled $1,072,000 in 1994, $604,000 in
1993 and  $725,000  in 1992.  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 $300,000 of the 1994  assessments,  $330,000 of the 1993  assessments  and
$490,000 of the 1992  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. In 1991, the Pennsylvania  legislature enacted
a new law that imposed a 2% premium tax on all  non-qualified  annuity premiums.
This tax increased the Company's premium taxes by $522,000 in 1994,  $500,000 in
1993 and $531,000 in 1992.

<PAGE>
INCORPORATED BY REFERENCE, PAGES 14 AND 15 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

Federal Income Taxes. The Revenue  Reconciliation Act
of 1990 changed the way life insurance  companies calculate their tax liability.
Prior to 1990,  the Internal  Revenue Code allowed life  insurance  companies to
deduct commissions and other policy  acquisition  expenses in the year incurred.
The Revenue  Reconciliation  Act of 1990 mandates that life insurance  companies
capitalize  the cost of acquiring new business and amortize the expense over the
premium-paying-period  of the  underlying  policies.  This change  postpones the
deduction  of policy  acquisition  expenses to later years,  thereby  increasing
current year  federal  income taxes over what they would have been under the old
law. The Company amortizes these policy acquisition  expenses on a straight-line
basis over a period of 120 months,  beginning with the first month in the second
half of the taxable year.

The Revenue  Reconciliation  Act of 1993 increased the
Company's tax rate from 34% to
35%. The Company's  effective  federal  income tax rates in 1994,  1993 and 1992
differ  primarily due to the  recognition of, or limitations on, capital losses.

Impact of  Accounting  Pronouncements.  In May 1993,  FAS 115,  "Accounting  for
Certain  Investments in Debt and Equity  Securities" was issued by the Financial
Accounting  Standards Board.  Effective January 1, 1994, the Company adopted the
FAS 115  standard.  This  statement  requires  different  reporting for debt and
equity  securities  in the balance sheet and income  statement  based on Company
investment and trading practices.  The effect of this accounting standard on the
Company's  balance sheet at January 1, 1994, was an increase in invested  assets
of  $14,612,895,  an increase in deferred taxes of $5,114,513 and an increase in
stockholders' equity of $9,498,382. The adoption of this accounting standard had
no effect on the Company's statement of income.

LIQUIDITY AND CAPITAL RESOURCES

We define liquidity as the Company's  ability to generate  sufficient cash flows
to meet the short-term cash requirements of our operation.  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 1994  was  $12,805,742,  compared  to  $5,270,735  in  1993,  and
$3,200,953 in 1992. The Company's  liquidity position remains strong as invested
assets  grew by 18%  during  1994 to $460  million at  December  31,  1994.  The
majority of invested assets are very liquid marketable securities.

<PAGE>
INCORPORATED BY REFERENCE, PAGE 15 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

Premium from
the  sale of new  policies  combined  with  the  premium  on  existing  policies
accounted for  approximately  37.3% of total revenue in 1994, 34.2% in 1993, and
33.2% in 1992.  Investment  income,  net of expenses,  generated  53.3% of total
revenue  in 1994,  47.7% in 1993 and  48.1% in 1992.  Also,  the  Company  had a
realized  gain on  investments  which  generated  6.6% of total revenue in 1994,
16.1% in 1993 and 16.5% in 1992.

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
$69,530,697 in 1994, $56,680,713 in 1993, and $59,069,340 in 1992.

The Company's
current  commitments for expenditures as of December 31, 1994, are primarily for
policy death benefits,  policy  surrenders and  withdrawals,  general  operating
expense, 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 December
31, 1994, the Company's  line of credit with PNC Bank totaled $10 million,  none
of which was outstanding.

As a Pennsylvania  domiciled insurance company,  Erie
Family Life may pay  dividends  within the  preceding  twelve 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
commissioner  approval is  $8,679,000.

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


<PAGE>
INCORPORATED BY REFERENCE, PAGE 15 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS



                           Ratio of Total Adjusted Capital to
                          Authorized Control Level Risk-Based
   Regulatory  Event        Capital (Less Than or Equal to)
 Company  action level       2 (or 2.5 with negative  trends)
 Regulatory  action level    1.5
 Authorized  control level   1
 Mandatory control level      .7

Erie Family Life has regulatory  total  adjusted  capital of $56 million and $51
million at  December  31,  1994,  and 1993,  respectively,  and a ratio of total
adjusted capital to authorized  control level risk-based  capital of 5.8 and 5.7
at  December  31,  1994,  and 1993,  respectively.  These  levels far exceed the
minimum risk-based capital requirements.

During 1994,  Pennsylvania adopted the
NAIC  Model  Actuarial  Opinion  and  Memorandum  Regulation.  As a result,  the
Company's  actuarial opinion for 1994 and 1993, included the results of an asset
adequacy analysis,  based primarily on cash flow testing.  The testing consisted
of  20-year  projections  of  existing  business  under  each of nine  different
interest  rate  scenarios.  The cash flows and  projected  market value  surplus
results  were  positive,  under  all nine  scenarios.

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 changes) plus interest  earned on those  deposits.  On December 31, 1994,
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.  Erie Family Life'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.

<PAGE>
INCORPORATED BY REFERENCE, PAGES 15 AND 16 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

The Company's invested assets are also exceptionally liquid in order to meet the
short and  long-term  commitments  to  Policyholders.  At December 31, 1994 Erie
Family  Life's  investment  portfolio  of cash  and  money  market  investments,
investment grade bonds,  common stocks,  and preferred stocks,  all of which are
extremely  marketable,  totaled  $451  million or 85.4% of total  assets.  These
resources provide the liquidity the Company requires to meet unforeseen  demands
on its funds.

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 December 31, 1994,  73.2% of total
invested assets were invested in fixed  maturities.  Preferred  stocks represent
21.8% or $100 million and common  stocks  represent  1.8% or $8 million of total
invested assets at December 31, 1994,  while real estate and mortgage loans make
up only 2.1% 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.  Invested  assets at December 31, 1994
and 1993 consisted of the following:

                              Invested Assets
                                (thousands)

                                       1994          1993
Fixed Maturities
   Held-to-Maturity                  $160,445     $131,148
   Available-for-Sale                 175,852      122,506
Equity Securities
   Preferred Stock                    100,236      108,059
   Common Stock                         8,126        4,365
Real Estate                             1,899        2,002
Mortgage Loans                          7,633       11,604
Policy Loans                            3,181        2,810
Other Invested Assets                   2,257        5,880
Total Invested Assets                $459,629     $388,374

<PAGE>
INCORPORATED BY REFERENCE, PAGE 16 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

Fixed Maturities

The Company's  fixed  maturities at December 31, 1994 consist of  investments in
bonds of $334  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 December  31, 1994 the  carrying  value of fixed
maturities was $336,296,937,  or 73.2% of total invested assets. At December 31,
1994, the amortized cost, estimated market values, gross unrealized gains, gross
unrealized losses, and carrying value for fixed maturities were as follows:

                                Fixed Maturities at 12-31-94
                                        (thousands)
<TABLE>
<CAPTION>

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

U.S. Treasury
  & Agency                                                        $ 12,223  $ 10,728     $   15    $ 1,510   $ 11,969
Mortgage-Backed
  Certificates                                                       1,480     1,567         96          9      1,480
Industrial &
  Miscellaneous                                                    194,155   182,963      2,723     13,915    192,595
Public Utilities                                                    91,068    82,828        241      8,481     90,080
Political Subdivision                                                3,008     3,211        203          0      3,177
Special Revenue                                                     38,792    37,099        410      2,103     36,996
Total Fixed  Maturities                                           $340,726  $318,396     $3,688    $26,018   $336,297

</TABLE>

The  bond  investments  included  in the  fixed  maturity  category  consist  of
high-quality, marketable securities, 98.1% or $329.9 million of which, are rated
at   investment   grade   levels   (Baa/BBB   or   better).   Included  in  this
investment-grade  category  are $240  million of bonds  characterized  as of the
"highest"  quality  or "Class  1"  securities  as  defined  by the  NAIC.  Below
investment-grade  bonds totaled $4.4 million at December 31, 1994 and are a very
manageable 1.0% of total invested assets. Included in the below investment-grade
category  are $4.4 million of "medium"  quality  bonds and none of the bonds 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.

<PAGE>
INCORPORATED BY REFERENCE, PAGES 16 AND 17 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

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.  During 1993,  the Company  recorded  provisions  for loss on
other-than-temporary  declines in the market values of investment securities and
losses on mortgage loans and limited  partnership  of $1.5 million.

At December
31, 1994, the Company's five largest bond investments totaled $39,567,820,  none
of which  individually  exceeded $12.8 million.  These  investments had a market
value of $35.9 million.  The top three bonds are government  agencies and have a
cost of $27.8 million and a market value of $25.6  million.

In compliance  with
FAS 115, "Accounting for Certain Investments in Debt and Equity Securities," the
Company has classified 52% of its fixed maturity portfolio as available-for-sale
at December  31,  1994.  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 available-for-sale at December 31, 1994 were previously
carried at the lower of amortized cost or fair value (see Note 3 of the Notes to
Financial Statements).  The carrying value of investments in prior years was not
restated for the adoption of FAS 115. At December  31,  1994,  fixed  maturities
available-for-sale   had  a  cost  of   $180,281,163   and  a  market  value  of
$175,851,865,  representing an unrealized loss of $4,429,298.  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 (see Note 3 of
the Notes to Financial Statements).

Equity Securities

Equity securities consist
of common and preferred stocks which are carried on the balance sheet at current
market  value.  At December 31,  1994,  common and  preferred  stock held by the
Company  had  a  cost  of  $116,380,818  and a  market  value  of  $108,361,616,
representing  an unrealized  loss of  $8,019,202.  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,  96.2% or $96.5 million of which are of
the "highest" or "high"  quality,  as defined by the NAIC.  The  remaining  $3.8
million of preferred stocks have a "medium" NAIC rating.  There are no preferred
stocks in Erie Family Life's  portfolio rated in the "low,"  "lowest," or "in or
near default" quality categories established by the NAIC.

<PAGE>
INCORPORATED BY REFERENCE, PAGE 17 OF THE COMPANY'S 1994 ANNUAL
                    REPORT TO STOCKHOLDERS

                                     Equity Securities, 12-31-94
                                            (thousands)

                                                    Gross       Gross
                                          Market  Unrealized  Unrealized
                                 Cost      Value    Gains       Losses
Common Stocks
   Banks & Insurance         $    790   $  1,081   $  325      $    34
       Industrial &
  Miscellaneous                 6,678      7,045      969          602
Preferred Stocks
    Public Utilities            2,414      2,316        8          106
   Banks & Insurance           63,453     59,299    1,383        5,537
       Industrial &
  Miscellaneous                43,046     38,621      184        4,609
Total Equity
  Securities                 $116,381   $108,362   $2,869      $10,888


Other Investments

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.

Disclosure About Derivative Financial Instruments and Fair Value of Financial
Instruments.
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 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.  Management has determined that the only derivative financial
instruments  held by the  Company  consist of options  written by the Company on
equity securities held in the Company's  portfolio.  At December 31, 1994, these
options totaled $33,248.

MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS

Currently there is no market on which the  Registrant's
stock is traded.  The Company had 1,153 stockholders of common stock on December
31, 1994.
   Date Dividends Declared    Dividends per Share Declared
     January 17, 1993                  .275
     March 31, 1993                    .275
     June 21, 1993                     .275
     September 27, 1993                .275
     March 1, 1994                      .30
     March 1, 1994                      .30
     July 21, 1994                      .30
     September 29, 1994                 .30



<PAGE>





            Index to Graphs included in the Investment Section
               of The Management's Discussion and Analysis

Graph #1    DISTRIBUTION OF INVESTED ASSETS
                         at December 31, 1994

            Fixed Maturities - Available For sale    38.3%
            Fixed Maturities - Held to Maturity      34.9%
            Equity Securities - Preferred Stock      21.8%
            Equity Securities - Common Stock          1.8%
            Mortgage Loans                            1.7%
            Policy Loans                              0.7%
            Other Invested Assets                     0.5%
            Real Estate                               0.4%


Graph #2    DIVERSIFICATION OF FIXED MATURITIES
              at December 31, 1994 - Carrying Value

            Industrial & Miscellaneous         57.3%
            Public Utilities                   26.8%
            Special Revenue                    11.0%
            U.S. Treasury & Agency              3.6%
            Political Subdivision               0.9%
            Mortgage Backed Certificates        0.4%



Graph #3           QUALITY*  OF BOND PORTFOLIO
              at December 31, 1994 - Carrying Value

                    A/A         $132.1 Mill    39.5%
                  BBB/Baa         $72.9 Mil    21.8%
                  AAA/Aaa         $65.1 Mil    19.5%
                   AA/Aa          $59.8 Mil    17.9%
                   BB/Ba            $4.4 Mi     1.3%

   * As rated by Standard & Poor's or Moody's Investor's Service, Inc.


Graph #4    DIVERSIFICATION OF EQUITY SECURITIES
              at December 31, 1994 - Market Value


            (2) Banks & Insurance              54.7%
            (2) Industrial & Miscellaneous     35.6%
            (1) Industrial & Miscellaneous      6.5%
            (2) Public Utilities                2.1%
            (1) Banks & Insurance               1.1%


            (1)  Common Stock
            (2)  Preferred Stock

<PAGE>

     INCORPORATED BY REFERENCE, PAGE 18 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
Erie Family Life Insurance Company:

                  We have audited the accompanying balance sheets of Erie Family
Life  Insurance  Company  as of  December  31,  1994 and 1993,  and the  related
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1994. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements 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, 1994 and 1993, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1994 in conformity with generally accepted accounting principles.

                  As  described  in  Note 3 to  the  financial  statements,  the
Company changed its method of accounting for debt and equity securities in 1994.
In 1993,  the Company  changed  its method of  accounting  for income  taxes and
reinsurance activities as described in Notes 5 and 8.




                        /s/ Brown Schwab Bergquist & Co.


Erie, Pennsylvania
February 17, 1995
                                                               


<PAGE>
    INCORPORATED BY REFERENCE, PAGE 20 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS


                                             ERIE FAMILY LIFE INSURANCE COMPANY

                                                       BALANCE SHEETS
                                              As of December 31, 1994 and 1993
<TABLE>
<CAPTION>


   ASSETS                                                                                  1994                    1993
<S>                                                                                    <C>                     <C>
                                                                                                                 
Investments                                                                                                      
  Fixed maturities:                                                                                               
    Held-to-maturity, at amortized cost                                                                           
      (fair value of $142,544,015 and                                                                            
      $131,130,047 respectively)                                                       $160,445,072            $131,147,518
    Available-for-sale, at fair value
      in 1994 (amortized cost of
      $180,281,163) and at amortized
      cost in 1993 (fair value of
      $137,118,998)                                                                     175,851,865             122,506,103
  Equity securities, at fair value
    (cost of $116,380,818 and
    $106,504,461, respectively)                                                         108,361,616             112,423,627
  Real estate                                                                             1,898,628               2,002,325
  Policy loans                                                                            3,181,311               2,809,916
  Mortgage loans on real estate                                                           7,633,399              11,604,602
  Other invested assets                                                                   2,257,143               5,880,089

          Total investments                                                            $459,629,034            $388,374,180

Cash, including short-term cash
  investments of $7,262,914
  and $14,982,672, respectively                                                           6,559,213              14,800,790
Premiums receivable                                                                       2,300,721               1,980,265
Reinsurance recoverable                                                                     312,249                 367,872
Other receivables                                                                           261,578                 318,585
Accrued investment income                                                                 8,388,301               5,909,881
Deferred policy acquisition costs                                                        44,951,795              38,482,838
Reserve credit for reinsurance ceded                                                      3,385,623               2,265,294
Prepaid federal income taxes                                                                851,320                 964,079
Other assets                                                                              1,992,298               1,671,779




          Total assets                                                                 $528,632,132            $455,135,563


</TABLE>


<PAGE>
   INCORPORATED BY REFERENCE, PAGE 20 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS






<TABLE>
<CAPTION>



   LIABILITIES AND STOCKHOLDERS' EQUITY                                           1994                     1993
<S>                                                                          <C>                       <C>
                                                                                                           
LIABILITIES                                                                                                  
  Policy liabilities and accruals:                                                                               
    Future life policy benefits                                               $ 44,050,175             $ 40,318,762
    Policy and contract claims                                                     797,485                1,155,359
    Annuity deposits                                                           341,242,154              281,489,139
    Universal life deposits                                                     36,107,402               27,744,208
    Supplementary contracts not
      including life contingencies                                                 767,456                  859,300
  Other policyholder funds                                                       6,352,476                1,648,912
  Deferred federal income tax                                                    2,897,964                7,856,720
  Reinsurance premium due                                                          193,135                  130,198
  Accounts payable and accrued
    liabilities                                                                  4,131,617                3,606,997
  Due to affiliate                                                               1,236,687                  581,082

                  Total liabilities                                           $437,776,551             $365,390,677


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)
    appreciation on investment
    securities, net of deferred
    taxes of ($4,356,975) and
    $2,071,708, respectively                                                 (   8,091,525)               3,847,458
  Retained earnings                                                             94,537,106               81,487,428

                  Net stockholders' equity                                    $ 90,855,581             $ 89,744,886

                  Total liabilities and
                    stockholders' equity                                      $528,632,132             $455,135,563


</TABLE>













See Notes to Financial Statements.                               


<PAGE>
   INCORPORATED BY REFERENCE, PAGE 19 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                         ERIE FAMILY LIFE INSURANCE COMPANY

                                                STATEMENTS OF INCOME
                                    Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>

                                                              1994                   1993                   1992
<S>                                                       <C>                    <C>                    <C>
                                                                                                               
Revenues                                                                                                           
  Policy                                                                                                           
    Life premiums                                         $22,931,783            $20,440,636            $17,837,380
    Group                                                   1,961,700              1,716,186              1,577,988

                  Total policy
                    revenues                              $24,893,483            $22,156,822            $19,415,368

  Investment income, net
    of expenses                                            35,566,249             30,928,611             28,132,626
  Realized gains on
    investments                                             4,411,334             10,433,318              9,647,470
  Other income                                              1,897,756              1,268,345              1,327,832

                  Total revenues                          $66,768,822            $64,787,096            $58,523,296

Benefits and expenses
  Death benefits                                          $ 4,068,876            $ 4,639,349            $ 4,762,945
  Interest on annuity
    deposits                                               18,163,588             16,302,627             13,715,332
  Interest on universal
    life deposits                                           1,981,767              1,529,950              1,296,879
  Surrender and other
    benefits                                                  607,947              1,104,047                978,821
  Increase in liability
    for future life
    policy benefits                                         2,611,084              2,300,681              2,152,966
  Amortization of deferred
    policy acquisition
    costs                                                   1,979,765              2,092,764              1,840,205
  Commissions                                               2,293,450              1,794,610              1,464,927
  General expenses                                          5,775,026              5,120,063              4,829,293
  Taxes, licenses,
    and fees                                                2,807,813              2,026,730              2,140,393

                  Total benefits
                    and expenses                          $40,289,316            $36,910,821            $33,181,761

                  Income from
                    operations                            $26,479,506            $27,876,275            $25,341,535



</TABLE>










See Notes to Financial Statements.                               


<PAGE>
   INCORPORATED BY REFERENCE, PAGE 19 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                         ERIE FAMILY LIFE INSURANCE COMPANY

                                          STATEMENTS OF INCOME - CONTINUED Years
                                    Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>


                                                              1994                   1993                   1992
<S>                                                       <C>                   <C>                     <C>
                                                                                                            
Federal income taxes                                                                                      
  Current                                                 $ 8,179,901            $ 8,275,631            $ 7,791,598
  Deferred                                                  1,469,927              1,496,402              1,655,339

                  Total federal
                    income taxes                          $ 9,649,828            $ 9,772,033            $ 9,446,937

Income before cumulative
  effect of accounting
  change                                                  $16,829,678            $18,104,242            $15,894,598

Cumulative effect on
  years prior to 1993 on
  changing the method
  of accounting for
  income taxes                                                                  (    567,610)

                  Net income                              $16,829,678            $17,536,632            $15,894,598

Earnings per share:
  Income before cumulative
    effect of accounting
    change                                                $      5.34            $      5.75            $      5.05

Cumulative effect of
  accounting change                                                             (        .18)

                  Net income per
                    share                                 $      5.34            $      5.57            $      5.05


</TABLE>





















See Notes to Financial Statements.                              


<PAGE>
   INCORPORATED BY REFERENCE, PAGE 22 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                         ERIE FAMILY LIFE INSURANCE COMPANY

                                         STATEMENTS OF STOCKHOLDERS' EQUITY
                                    Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>

                                                                               Net
                                                                            Unrealized
                                                                           Appreciation
                                                                          (Depreciation)                                   Net
                                                    Additional            on Available-                                   Stock-
                                   Common            Paid-In                 for-Sale              Retained              holders'
                                    Stock            Capital                Securities             Earnings               Equity
<S>                              <C>                <C>                  <C>                    <C>                   <C>
                                                                                                                           
Balance at                                                                                                                        
 December 31,                                                                                                                 
 1991                            $3,465,000         $945,000              $ 4,307,000            $54,671,207           $63,388,207

 Net income                                                                                       15,894,598            15,894,598
 Net change
  during year                                                            (    705,497)                                (    705,497)
 Dividends
  declared,
  $1.00 per
  share                                                                                         (  3,150,000)         (  3,150,000)

Balance at
 December 31,
 1992                            $3,465,000         $945,000              $ 3,601,503            $67,415,805           $75,427,308

 Net income                                                                                       17,536,632            17,536,632
 Net change
  during year                                                                 245,955                                      245,955
 Dividends
  declared,
  $1.10 per
  share                                                                                         (  3,465,009)         (  3,465,009)

Balance at
 December 31,
 1993                            $3,465,000         $945,000              $ 3,847,458            $81,487,428           $89,744,886

 Net income                                                                                       16,829,678            16,829,678
 Net change
  during year                                                            ( 21,437,365)                                ( 21,437,365)
 FAS 115
  cumulative
  effect,
  net of
  deferred
  taxes of
  $5,114,513                                                                9,498,382                                    9,498,382
 Dividends
  declared,
  $1.20 per
  share                                                                                         (  3,780,000)         (  3,780,000)

Balance at
 December 31,
 1994                            $3,465,000         $945,000             ($ 8,091,525)           $94,537,106           $90,855,581


</TABLE>









See Notes to Financial Statements.                                            


<PAGE>
 INCORPORATED BY REFERENCE, PAGE 21 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                       ERIE FAMILY LIFE INSURANCE COMPANY

                            STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>


                                                                1994                   1993                     1992
<S>                                                        <C>                    <C>                      <C>
                                                                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES                                                                            
 Net income                                                 $16,829,678            $ 17,536,632             $ 15,894,598
 Cumulative effect of
  accounting change                                                                     567,610
 Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
   Net amortization of
    bond and mortgage
    premium and discount                                         55,548           (     110,504)           (     518,359)
   Amortization of deferred
    policy acquisition
    costs                                                     1,979,765               2,092,764                1,840,205
   Real estate depreciation                                     103,697                 103,697                  103,697
   Deferred federal
    income taxes                                              1,469,927               1,496,402                1,655,339
   Realized gain on
    investments                                            (  4,411,334)          (  10,433,318)           (   9,647,470)
 Increase in premiums
  receivable                                               (    320,456)          (      58,835)           (     200,939)
 (Increase) decrease in
  other receivables                                              57,007           (     152,775)                 173,420
 (Increase) decrease in
  accrued investment
  income                                                   (  2,478,420)                191,202            (   2,421,873)
 Increase in deferred
  policy acquisition costs                                 (  8,448,722)          (   6,892,375)           (   6,962,997)
 (Increase) decrease in
  other assets                                             (    320,519)                 16,554            (     276,590)
 Increase in reinsurance
  receivables and reserve
  credits                                                  (  1,064,706)           (    693,648)           (     641,392)
 Increase in future life
  policy benefits and
  claims                                                      3,373,539               2,695,932                3,289,302
 Increase in other
  policyholder funds                                          4,703,564                 211,168                  680,458
 Increase (decrease) in
  reinsurance premium due                                        62,937           (     201,771)                  48,476
 Increase (decrease) in
  federal income taxes
  currently payable                                             112,759           (   1,100,744)           (     552,670)
 Increase in accounts
  payables and due to
  affiliate                                                   1,101,478                   2,744                  737,748

    Net cash provided by
      operating activities                                  $12,805,742            $  5,270,735             $  3,200,953

</TABLE>

See Notes to Financial Statements.                               


<PAGE>
INCORPORATED BY REFERENCE, PAGE 21 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                            ERIE FAMILY LIFE INSURANCE COMPANY

                                           STATEMENTS  OF CASH FLOWS - CONTINUED
                                       Years Ended  December 31, 1994,  1993 and
                                       1992
<TABLE>
<CAPTION>

                                                                1994                   1993                     1992
<S>                                                        <C>                    <C>                      <C>
                                                                                                              
CASH FLOWS FROM INVESTING ACTIVITIES                                                                              
 Fixed maturity securities:                                                                                         
  Held-to-maturity:                                                                                            
   Maturities                                               $11,255,303            $ 88,310,672             $ 35,167,016
   Sales                                                                             45,579,973               26,053,959
   Purchases                                               ( 40,754,128)          ( 151,500,059)           ( 133,770,724)
  Available-for-sale:
   Maturities                                                 3,107,563
   Sales                                                     36,191,487
   Purchases                                               ( 95,059,515)
 Equity securities:
  Sales                                                      18,402,366              67,925,034               38,768,871
  Purchases                                                ( 26,662,706)          (  99,291,194)           (  42,693,638)
 Purchase of mortgage loans                                (  2,000,000)          (   3,981,471)           (   1,576,887)
 Principal payments received
  on mortgage loans                                           5,991,967               2,041,570                1,795,073
 Loans made to
  policyholders                                            (    821,201)          (     698,874)           (     658,227)
 Payments received on
  policy loans                                                  449,806                 507,962                  238,468
 Purchase of other
  invested assets                                          (  1,644,339)          (   4,121,771)
 Sale of other invested
  assets                                                      6,172,966               1,270,754                   13,270

    Net cash used in
     investing activities                                  ($85,370,431)          ($ 53,957,404)           ($ 76,662,819)

CASH FLOWS FROM FINANCING ACTIVITIES
 Increase in annuity
  deposits and
  supplementary contracts                                   $59,661,171            $ 53,511,342             $ 54,120,628
 Increase in universal
  life deposits                                               8,363,194               6,832,482                6,152,279
 Borrowed money                                                                   (   1,290,000)
 Dividends paid to
  stockholders                                             (  3,701,253)          (   3,386,256)           (   3,087,000)

    Net cash provided by
     financing activities                                   $64,323,112            $ 55,667,568             $ 57,185,907

Net increase (decrease) in
 cash and short-term cash
 investments                                               ($ 8,241,577)           $  6,980,899            ($ 16,275,959)

Cash and short-term cash
 investments at beginning
 of year                                                     14,800,790               7,819,891               24,095,850

Cash and short-term cash
 investments at end of year                                 $ 6,559,213            $ 14,800,790             $  7,819,891

</TABLE>

See Notes to Financial Statements.                               


<PAGE>
INCORPORATED BY REFERENCE, PAGE 22 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                           ERIE FAMILY LIFE INSURANCE COMPANY

                                             NOTES TO FINANCIAL STATEMENTS
                                            December 31, 1994, 1993 and 1992


Note 1.  Nature of Business

                Erie  Family  Life   Insurance   Company   (the   Company)   was
                incorporated  in the  Commonwealth  of  Pennsylvania  on May 23,
                1967. The Company is 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 in
                eleven states and is subject to supervision  and  regulations of
                the  states  in  which  it  does  business.  A  majority  of the
                Company's  business is written in Pennsylvania,  Ohio,  Maryland
                and Virginia.


Note 2.  Basis of Presentation

                The  accompanying  financial  statements  have been  prepared in
                conformity with generally accepted accounting principles (GAAP).
                Such basis of presentation includes the following:

                (a)      Policy reserves are computed according to the Company's
                         estimates  of  mortality,  investment  yields,  lapses,
                         withdrawals, and other benefits and expenses.

                (b)      Commissions  and other costs of acquiring  new business
                         are recognized as deferred policy acquisition costs and
                         are amortized  over either the premium paying period of
                         policies  and  contracts  or in relation to the present
                         value of  estimated  gross profit on the  policies,  as
                         applicable.

                (c)      Income tax  effects of  temporary  differences  between
                         financial statement income and taxable income, relating
                         primarily to policy reserves and acquisition costs, are
                         provided.

                (d)      The effect of revaluing  available-for-sale  securities
                         to their respective fair values, net of deferred taxes,
                         is reflected as a separate  component of  stockholders'
                         equity.













                                                                 


<PAGE>
INCORPORATED BY REFERENCE, PAGE 22 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies

                (a)      Investments

                         Investments are shown on the following bases:

                             Fixed maturities held-to-maturity which consists of
                             bonds, notes, and redeemable  preferred stocks - at
                             cost,  adjusted  for  amortization  of  premium  or
                             discount  and  other-than-temporary   market  value
                             declines.

                             Fixed maturities  available-for-sale which consists
                             of bonds and notes - at fair value.

                             Equity  securities  which  consists  of common  and
                             nonredeemable preferred stocks - at fair value.

                         Fair values are  determined by quoted market prices for
                         those instruments that are actively traded in financial
                         markets.  In cases where quoted  market  prices are not
                         available,  the  Company  uses the  services of various
                         brokerage companies to assist in pricing.

                         Realized gains and losses on sales of  investments  are
                         recognized on a specific identification basis.

                         In May 1993, the Financial  Accounting  Standards Board
                         issued Statement of Financial  Accounting Standards No.
                         115,  "Accounting  for Certain  Investments in Debt and
                         Equity  Securities"  (FAS 115). The Company adopted the
                         provisions of the new standard for investments  held as
                         of January 1, 1994. In accordance  with FAS 115,  prior
                         period  financial  statements have not been restated to
                         reflect  the  change  in  accounting   principle.   The
                         cumulative  effect,  as of January 1, 1994, of adopting
                         FAS 115 increased the opening balance of  stockholders'
                         equity by  $9,498,382  (net of  $5,114,513  in deferred
                         income  taxes) to reflect the net  unrealized  gains on
                         securities classified as available-for-sale  previously
                         carried  at  amortized  cost or lower of cost or market
                         value.  Adoption  of FAS 115 did not have any effect on
                         deferred policy acquisition costs.













                                                                 


<PAGE>
INCORPORATED BY REFERENCE, PAGE 22 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                         At December 31, 1994,  the  amortized  cost,  estimated
                         fair values,  unrealized  gains, and unrealized  losses
                         for  investments in fixed  maturities  held-to-maturity
                         were as follows:
<TABLE>
<CAPTION>

                                           Amortized                Estimated            Unrealized             Unrealized
                                             Cost                 Fair Values              Gains                  Losses
<S>                                      <C>                      <C>                    <C>                   <C>
                                                                                                                     
U. S. Government                         $    541,184             $    549,676           $ 13,413              $     4,921
Political
  subdivision                               1,140,000                1,174,200             34,200                        0
Special revenue                             8,413,257                7,356,761            185,621                1,242,117
Public utility                             62,216,452               54,951,765             34,191                7,298,878
Industrial and
  miscellaneous                            88,134,179               78,511,613             71,883                9,694,449

Total fixed
  maturities held-
  to-maturity                            $160,445,072             $142,544,015           $339,308              $18,240,365

</TABLE>

                         At December 31, 1993,  the  amortized  cost,  estimated
                         fair values,  unrealized  gains, and unrealized  losses
                         for investments in fixed  maturities  held-to  maturity
                         were as follows:
<TABLE>
<CAPTION>

                                           Amortized                Estimated            Unrealized             Unrealized
                                             Cost                 Fair Values              Gains                  Losses
<S>                                      <C>                      <C>                    <C>                    <C>
                                                                                                                  
Political                                                                                                            
  subdivisions                           $  1,140,000             $  1,185,600           $   45,600             $        0
Special revenue                             4,490,000                4,219,200              119,200                390,000
Public utilities                           50,876,918               50,941,214              541,392                477,096
Industrial and
  miscellaneous                            71,873,797               71,697,073              842,959              1,019,683
Mortgage-backed
  certificates                              2,766,803                3,086,960              321,291                  1,134

Total fixed
  maturities held-
  to-maturity                            $131,147,518             $131,130,047           $1,870,442             $1,887,913

</TABLE>














                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 23 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                         At December 31, 1994,  the  amortized  cost,  estimated
                         fair values,  unrealized  gains, and unrealized  losses
                         for investments in fixed maturities  available-for-sale
                         were as follows:
<TABLE>
<CAPTION>
                                           Amortized                Estimated            Unrealized             Unrealized
                                             Cost                  Fair Values             Gains                  Losses
<S>                                      <C>                      <C>                    <C>                    <C>
                                                                                                                    
U. S. Treasuries                         $  6,121,887             $  5,868,300           $   14,687             $  268,274
Political
  subdivisions                              1,868,344                2,036,950              168,606                      0
Special revenue                            37,317,102               35,521,340              307,076              2,102,838
Public utilities                           28,833,112               27,844,600              194,982              1,183,494
Industrial and
  miscellaneous                           106,140,718              104,580,675            2,662,726              4,222,769

Total fixed
  maturities
  available-for-
  sale                                   $180,281,163             $175,851,865           $3,348,077             $7,777,375

</TABLE>

                         At December 31, 1993,  the  amortized  cost,  estimated
                         fair values,  unrealized  gains, and unrealized  losses
                         for investments in fixed maturities  available-for-sale
                         were as follows:
<TABLE>
<CAPTION>

                                           Amortized                Estimated              Unrealized           Unrealized
                                             Cost                  Fair Values               Gains                Losses
<S>                                      <C>                      <C>                     <C>                     <C>
                                                                                                                    
U. S. Treasuries                         $  3,011,483             $  3,240,000            $   228,517             $      0
Political
  subdivisions                              1,868,643                2,334,550                465,907                    0
Special revenue                            16,887,315               17,555,000                899,052              231,367
Public utilities                           15,777,433               16,775,000              1,057,604               60,037
Industrial and
  miscellaneous                            76,806,041               87,125,025             10,499,876              180,892
Mortgage-backed
  certificates                              8,155,188               10,089,423              1,940,985                6,750

Total fixed
  maturities
  available-for-
  sale                                   $122,506,103             $137,118,998            $15,091,941             $479,046

</TABLE>









                                                               


<PAGE>
INCORPORATED BY REFERENCE, PAGE 23 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                         At December 31,  1994,  cost,  fair values,  unrealized
                         gains, and unrealized  losses for investments in equity
                         securities were as follows:
<TABLE>
<CAPTION>
                                                                                         Unrealized             Unrealized
                                         Actual Cost               Fair Values             Gains                  Losses
<S>                                      <C>                      <C>                    <C>                   <C>
                                                                                                                       
Common stock:                                                                                                          
  Banks, trusts                                                                                                        
    and insurance                                                                                                        
    companies                            $    790,311             $  1,080,715           $  325,248            $    34,844
  Industrial and
    miscellaneous                           6,677,716                7,044,856              969,221                602,081
Preferred stock:
  Public utilities                          2,414,273                2,316,375                8,352                106,250
  Banks, trusts
    and insurance
    companies                              63,453,075               59,298,250            1,381,500              5,536,325
  Industrial and
    miscellaneous                          43,045,443               38,621,420              185,000              4,609,023

Total equity
  securities                             $116,380,818             $108,361,616           $2,869,321            $10,888,523

</TABLE>

                         At December 31,  1993,  cost,  fair values,  unrealized
                         gains, and unrealized  losses for investments in equity
                         securities were as follows:
<TABLE>
<CAPTION>
                                                                                           Unrealized           Unrealized
                                         Actual Cost               Fair Values               Gains                Losses
<S>                                      <C>                      <C>                      <C>                    <C>
                                                                                                                               
Common stock:                                                                                                        
  Banks, trusts                                                                                                      
    and insurance                                                                                                       
    companies                            $    790,311             $  1,244,754             $  531,943             $ 77,500
  Industrial and
    miscellaneous                           2,844,530                3,120,417                275,887                    0
Non-redeemable
  preferred stock:
  Public utilities                          4,271,282                4,935,245                698,963               35,000
  Banks, trusts
    and insurance
    companies                              80,235,092               83,996,417              4,365,325              604,000
  Industrial and
    miscellaneous                          18,363,246               19,126,794                763,548                    0

Total equity
  securities                             $106,504,461             $112,423,627             $6,635,666             $716,500

</TABLE>






                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 23 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                         The  Company  adopted the  provisions  of FAS 115 as of
                         January 1, 1994. FAS 115 requires management to
                         determine the appropriate classification of securities
                         at the date of adoption, and thereafter at the date
                         individual investment securities are acquired. The
                         appropriateness of  such  classification  is  also
                         reassessed  at each balance sheet date.

                         Prior to the  adoption of FAS 115,  the Company  stated
                         its fixed  maturities at the lower of amortized cost or
                         fair value. Marketable equity securities were stated at
                         fair  value.  Under both the newly  adopted  accounting
                         standard and the Company's former accounting practices,
                         premiums   and   discounts  on   investments   in  debt
                         securities are amortized over their contractual  lives.
                         Realized  gains  and  losses,   including  losses  from
                         declines in value of specific securities  determined by
                         management to be  other-thantemporary,  are included in
                         income. Realized gains and losses are determined on the
                         basis of the specific securities sold.

                         Net unrealized gains and losses on investments in fixed
                         maturities available-for-sale and equity securities are
                         credited to or charged directly  against  stockholders'
                         equity.  At December 31, 1994, net unrealized losses on
                         these securities of $8,091,525  consisted of $6,217,398
                         in  unrealized  gains less  $18,665,898  in  unrealized
                         losses and a deferred  tax  benefit of  $4,356,975.  No
                         securities are held for trading purposes.

                         The   following  is  a  summary  of  fixed   maturities
                         held-to-maturity at December 31, 1994, by remaining 
                         term to maturity:
<TABLE>
<CAPTION>
                                                                                     Amortized                Estimated
                                                                                       Cost                  Fair Values
                         <S>                                                       <C>                      <C>
                                                                                                                  
                         Maturity during the year                                                               
                         ending December 31                                                                        
                           1995                                                    $          0             $          0
                           1996-1999                                                  3,046,131                2,207,195
                           2000-2004                                                 18,694,514               17,891,830
                           Subsequent to 2004                                       136,685,417              120,754,192
                         Redeemable preferred stock                                   2,019,010                1,690,798

                                                                                   $160,445,072             $142,544,015
</TABLE>

                         Bonds  having  an  amortized  value of  $1,002,982  and
                         $1,002,728 at December 31, 1994 and 1993, respectively,
                         were on deposit with various regulatory  authorities as
                         required by law.


                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 23 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                         At  December  31,  1994,   the  Company  did  not  have
                         investments  in  securities  of any single issuer which
                         exceeded 10% of net  stockholders'  equity,  except for
                         federal home loan debentures.

                (b)      Deferred Policy Acquisition Costs

                         The  costs  of  acquiring  new  business,   principally
                         commissions  and  certain  costs of  issuing  policies,
                         including    underwriting    salaries    and    medical
                         examinations,  all of which vary with and are primarily
                         related to the  production of new  business,  have been
                         deferred.  For life  insurance,  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.  Anticipated  premium  revenue  was  estimated
                         using  the  same   assumptions   which  were  used  for
                         computing  liabilities for future policy benefits.  The
                         amount of costs to be deferred  would be reduced to the
                         extent   future   policy   premiums   and   anticipated
                         investment income would not exceed related costs.

                         Universal life and annuity deferred  acquisition  costs
                         are being amortized in relation to the present value of
                         estimated   future  gross  profits  on  the  contracts.
                         Unamortized   acquisition   costs  are   summarized  as
                         follows:
<TABLE>
<CAPTION>

                                                                  1994                   1993                   1992
                         <S>                                  <C>                    <C>                    <C>
                                                                                                                
                         Balance at
                          beginning
                          of year                              $38,482,838            $33,683,227            $28,560,436
                         Additions                               8,448,722              6,892,375              6,962,996
                         Amortization                         (  1,979,765)          (  2,092,764)          (  1,840,205)

                         Balance at end
                          of year                              $44,951,795            $38,482,838            $33,683,227

</TABLE>















                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 24 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                (c)      Policy Revenues and Deposits

                         Premiums on traditional  life  insurance  contracts are
                         reported  as  earned  revenue  when  due.  For  certain
                         long-duration  contracts  (primarily universal life and
                         annuity   contracts)   deposits   are   recorded  in  a
                         policyholder   account   which  is   classified   as  a
                         liability.   Revenue  is   recognized  as  amounts  are
                         assessed against the policyholder account for mortality
                         coverage  and  contract  expenses.   Premiums  on  life
                         insurance   contracts   and  deposits  on  annuity  and
                         universal life contracts are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1994                   1993                   1992
                         <S>                                   <C>                    <C>                    <C>
                                                                                                                          
                         Life insurance                                                                                        
                           premiums:                                                                              
                           First year                          $ 5,563,765            $ 4,567,631            $ 4,584,839
                           Renewal                              17,368,018             15,873,005             13,252,541

                                                               $22,931,783            $20,440,636            $17,837,380

                         Annuity and universal
                           life deposits, net
                           of loading:
                           First year
                             and single                        $53,965,315            $42,602,356            $45,924,906
                          Renewal                               15,565,382             14,078,357             13,144,434

                                                               $69,530,697            $56,680,713            $59,069,340
</TABLE>

                         Included  in the  amount of 1994,  1993 and 1992  first
                         year and single  deposits on annuity and universal life
                         deposits   are    $8,880,714,    $0   and   $2,648,425,
                         respectively,   of   deposits   on  annuity   contracts
                         purchased by the Erie Insurance  Group  Retirement Plan
                         for Employees.  Structured settlement annuities sold to
                         the Erie Insurance  Exchange and Erie Insurance Company
                         totalled  $11,431,965,  $7,516,908,  and  $9,307,063 in
                         1994, 1993, and 1992, respectively.















                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 24 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                (d)      Policy Liabilities and Accruals

                         Liabilities   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,
                         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. Significant assumptions pertinent to policy
                         liabilities follow:
<TABLE>
<CAPTION>

  Years
 of Issue            Policy Type                 Interest                 Mortality                         Withdrawal
<S>                 <C>                         <C>                  <C>                                    <C>
                                                                                                                  
1967-1975           All life                    4% graded            1955-60 Basic Select                   Modified
                                                to 3 1/2%               Plus Ultimate                          Linton B


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

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

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

1988-1994           All life and                7% graded            Multiple of 1965-                      Pricing
                    annual renew-               to 6%                70                                     assumptions
                    able term                                        Select and Ultimate

1987-1994           Universal life              7 1/4% graded           85% or 90% of 1965-                    Pricing
                                                to 6%                70                                     assumptions
                                                                     Select and Ultimate
</TABLE>

                         Annuities  are  subject  to  variable   interest  rates
                         determined at the discretion of the Company  subject to
                         certain minimums.  During 1994, annuity deposits earned
                         interest  at rates  ranging  from 4.75  percent to 6.50
                         percent.  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.




                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 24 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                (e)      Liability for unpaid policy and contract claims

                         Activity  in  the   liability  for  unpaid  policy  and
                         contract claims is as follows:
<TABLE>
<CAPTION>

                                                                       1994                 1993                 1992
                         <S>                                       <C>                  <C>                  <C>
                                                                                                                 
                         Balance at
                           January 1                                $1,155,359           $1,574,073           $1,027,679
                         Less reinsurance
                           recoverables                            (   271,806)         (   340,513)         (   320,174)
                         Less unpaid matured
                           endowments                                                   (    12,567)

                         Net balance at
                           January 1                                $  883,553           $1,220,993           $  707,505

                         Total death claims
                           incurred                                  4,068,876            4,639,349            4,762,945
                         Total death claims
                           paid                                      4,267,147            4,976,789            4,249,457

                         Net balance at
                           December 31                              $  685,282           $  883,553           $1,220,993
                         Plus reinsurance
                           recoverables                                112,203              271,806              340,513
                         Plus unpaid matured
                           endowment                                                                              12,567

                         Balance at
                           December 31                              $  797,485           $1,155,359           $1,574,073
</TABLE>

                (f)      Mortgage Loans and Other Invested Assets

                         Mortgage  loans are  comprised  primarily of commercial
                         real  estate  mortgage  loans  and are  carried  on the
                         balance   sheets  at  unpaid   balances   adjusted  for
                         amortization of premium or discount, less allowance for
                         possible  losses.  Other invested  assets are comprised
                         primarily of  investments in limited  partnerships  and
                         are  valued at cost  less  reductions  for  other  than
                         temporary   declines  in  value.  The  fair  values  of
                         mortgage  loans and other invested  assets  approximate
                         the amounts presented in the financial statements. Fair
                         values were determined  based on analyses of cash flows
                         and use of appraisals.









                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 24 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 3.  Significant Accounting Policies (Continued)

                (g)      Segment Information

                         All of the  operations  of the Company  are  considered
                         "life insurance" operations.

                (h)      Earnings per Share

                         Earnings  per share  amounts are based on the  weighted
                         average number of common shares outstanding during each
                         of the respective years.

                (i)      Income Taxes and Accounting Change

                         Income tax  provisions  are based on earnings  reported
                         for financial statement purposes. Provisions for income
                         taxes include  deferred taxes resulting from changes in
                         cumulative temporary  differences between the tax bases
                         and   financial   statement   bases   of   assets   and
                         liabilities.

                         Deferred  tax assets and  liabilities  are adjusted for
                         the  effects  of  changes  in tax laws and rates on the
                         date of enactment.

                (j)      Cash Equivalents

                         The Company  considers  all highly  liquid  investments
                         purchased with an original  maturity of three months or
                         less  to  be   cash   equivalents.   Carrying   amounts
                         approximate fair value because of the short maturity of
                         these investments.

                (k)      Reclassifications

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


















                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 24 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 4.         Statutory Net Income and Stockholders' Equity, Dividend
                Restrictions, and Accounting Practices

                A  reconciliation   of  net  income  as  filed  with  regulatory
                authorities to net income reported in the accompanying financial
                statements for the years ended December 31, 1994, 1993 and 1992,
                follows:
<TABLE>
<CAPTION>

                                                                     1994                   1993                   1992
                <S>                                             <C>                    <C>                    <C>
                                                                                                                    
                Statutory net income                             $ 9,678,535            $ 6,335,124            $10,232,786

                Reconciling items:
                 Policy liabilities
                  and accruals                                       898,212                330,948           (    271,012)
                 Deferred policy
                  acquisition costs,
                  net of amortization                              6,468,957              4,799,611              5,122,791
                 Investment valuation
                  differences                                      1,494,951              8,537,233              2,674,845
                 Deferred taxes                                 (  1,469,927)          (  2,064,012)          (  1,655,339)
                 Other, net                                     (    241,050)          (    402,272)          (    209,473)

                GAAP net income                                  $16,829,678            $17,536,632            $15,894,598
</TABLE>

                A  reconciliation   of   stockholders'   equity  as  filed  with
                regulatory  authorities to stockholders'  equity reported in the
                accompanying  financial  statements  as of December 31, 1994 and
                1993, follows:
<TABLE>
<CAPTION>

                                                                                         1994                   1993
                <S>                                                                  <C>                    <C>
                                                                                                                 
                Statutory stockholders' equity                                        $46,695,870            $42,516,235

                Reconciling items
                 Asset valuation and interest
                  maintenance reserves                                                 19,558,985             16,974,670
                 Investment valuation differences                                    ( 14,741,044)             3,213,837
                 Deferred policy acquisition costs                                     44,951,795             38,482,838
                 Policy liabilities and accruals                                     (    230,680)          (  1,381,346)
                 Deferred taxes                                                      (  2,897,964)          (  7,856,720)
                 Deferred and uncollected premiums                                   (  3,171,594)          (  2,876,669)
                 Other, net                                                               690,213                672,041

                GAAP stockholders' equity                                             $90,855,581            $89,744,886

</TABLE>











                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 24 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 4.         Statutory Net Income and Stockholders' Equity, Dividend
                Restrictions, and Accounting Practices (Continued)

                As a Pennsylvania  domiciled insurance company,  the Company may
                pay  dividends  within the  preceding  twelve months of not more
                than the greater of (i) 10% of its statutory surplus as shown on
                its last annual  statement or (ii) 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
                Commissioner approval is $8,679,000.

                Erie  Family  Life  Insurance  Company  prepares  its  statutory
                financial  statements in accordance  with  accounting  practices
                prescribed by the Pennsylvania Insurance Department.  Prescribed
                statutory accounting practices include a variety of publications
                of the National Association of Insurance  Commissioners  (NAIC),
                as well as state laws,  regulations,  and general administrative
                rules.


Note 5.         Federal Income Taxes

                Differences between total tax expense and the amount computed by
                applying the federal income tax rate of 35% in 1994 and 1993 and
                34% in 1992 to income from operations are set forth as follows:
<TABLE>
<CAPTION>

                                                                       1994                 1993                 1992
                <S>                                                <C>                  <C>                  <C>
                                                                                                                 
                Federal income taxes
                  at statutory rates                                $9,267,827           $9,756,696           $8,616,122
                Realized benefit on
                 investment losses                                                                           (    75,102)
                Dividends received
                 deduction and
                 tax-exempt interest                               (   398,527)         (   609,550)         (   596,266)
                Effect on deferred
                 taxes of new tax law                                                       126,136
                Calculation of deferred
                  taxes at the small
                  life insurance
                  company rates                                                                                1,539,686
                Other                                                  780,528              498,751          (    37,503)

                Income tax expense                                  $9,649,828           $9,772,033           $9,446,937

                Income taxes paid                                   $8,067,142           $9,376,375           $8,344,268

</TABLE>






                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 25 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 5.         Federal Income Taxes (Continued)

                Temporary  differences  between the financial statement carrying
                amounts and tax bases of assets and  liabilities  that give rise
                to deferred  tax assets  (liabilities)  at December 31, 1994 and
                1993, relate to the following:
<TABLE>
<CAPTION>

                                                                                         1994                   1993
                <S>                                                                  <C>                    <C>

                Deferred policy acquisition costs                                    ($13,711,784)          ($11,816,864)
                Liability for future life and
                  annuity policy benefits                                               6,613,659              6,059,607
                Investments                                                             4,276,711           (  2,014,999)
                Other                                                                (     76,550)          (     84,464)

                                                                                     ($ 2,897,964)          ($ 7,856,720)
</TABLE>

                The Omnibus  Budget  Reconciliation  Act (OBRA) of 1993  enacted
                August  10,  1993  increased  the  deferred  tax  liability  and
                increased the 1993 income tax provision by $126,136.

                In February,  1992,  the Financial  Accounting  Standards  Board
                issued Statement of Financial  Accounting Standards No. 109 (FAS
                109),  "Accounting for Income Taxes." Effective January 1, 1993,
                the Company adopted the FAS 109 standards. A deferred tax charge
                of $567,610, or $.18 per share, is reported in the first quarter
                1993 statement of income and represents the cumulative effect of
                this  accounting  change.  The  change  also had the  effect  of
                increasing  the deferred tax  liability by $229,000  relating to
                net unrealized appreciation reflected in stockholders' equity.


Note 6.         Analysis of Investment Gains (Losses) and Income

                Investment  gains  (losses)  during  the  year are  composed  as
                follows:
<TABLE>
<CAPTION>

                                                                   1994                     1993                 1992
                <S>                                           <C>                      <C>                    <C>
                                                                                                                    
                Realized gains
                  (losses):
                 Held-to-maturity                             ($   167,535)             $ 5,939,490           $2,409,490
                 Available-for-sale                              3,673,188                6,862,998            6,971,346
                 Mortgage loans                                                        (    775,000)             266,634
                 Other invested
                   assets                                          905,681             (  1,594,170)

                                                               $ 4,411,334              $10,433,318           $9,647,470
</TABLE>







                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 25 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 6.         Analysis of Investment Gains (Losses) and Income
                (Continued)

                Changes in unrealized  gains (losses)  include the following for
                the years ended December 31:
<TABLE>
<CAPTION>

                                                                         1994                  1993               1992
                <S>                                                  <C>                    <C>                <C>

                Equity securities                                    ($13,938,368)           $810,651          ($ 80,642)
                Debt securities
                  available-for-
                  sale                                               ( 19,042,193)
                Deferred federal                               
                  income taxes                                         11,543,196           ( 564,696)*        ( 624,855)

                  Net unrealized
                    capital gains
                    (losses)                                         ($21,437,365)           $245,955          ($705,497)
<FN>
 *Includes $229,000 effect of implementing SFAS #109.
</FN>
</TABLE>

                Investment income consists of the following:
<TABLE>
<CAPTION>

                                                                   1994                   1993                   1992
                <S>                                           <C>                    <C>                    <C>

                Dividends                                      $ 9,413,996            $ 8,226,162            $ 6,289,051
                Interest                                        26,085,767             22,467,010             21,598,323
                Other                                              461,320                595,775                725,448
                Less expenses                                 (    394,834)          (    360,336)          (    480,196)

                                                               $35,566,249            $30,928,611            $28,132,626
</TABLE>


Note 7.         Related Party Transactions

                The Erie Family Life Insurance Company is owned 21.6% by
                the Erie Indemnity Company and 52.2% by the Erie Insurance
                Exchange.

                The Erie Indemnity Company (EIC) is the attorney-in-fact for the
                Erie Insurance Exchange  (Exchange).  Certain operating expenses
                of  the  Company  are  paid  by  EIC  and  common  expenses  are
                allocated. Such allocated expenses comprise the major portion of
                Company general expenses.

                The Company  owns certain real estate which it leases to EIC for
                rentals of $423,120 per year through December 31, 1995. The real
                estate is recorded net of accumulated  depreciation  of $922,119
                and $818,422 at December 31, 1994 and 1993, respectively.







                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 25 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 7.         Related Party Transactions (Continued)

                The  employees  of the  Company  participate  in the pension and
                other employee benefit plans of the Erie Indemnity Company.  The
                benefits are based on years of service and salary. Pension costs
                are funded by the Erie Indemnity  Company in amounts  sufficient
                to at least meet ERISA minimum funding requirements. Pension and
                other benefit costs allocated to the Company equalled  $164,792,
                $106,166 and $68,676 in 1994, 1993 and 1992, respectively.

                The  Exchange  and  Erie  Insurance   Company  (a   wholly-owned
                subsidiary of the Erie Indemnity Company)  periodically purchase
                annuities  from  the  Erie  Family  Life  Insurance  Company  in
                connection with the structured settlement of claims.

                Periodically  the  Erie  Insurance  Group  Retirement  Plan  for
                Employees  purchases  from Erie Family Life  Insurance  Company,
                individual  annuities for some  terminated  vested  employees or
                beneficiaries   receiving  benefits   (excluding   disabled  and
                deferred  vested  participants).   These  are  non-participating
                annuity  contracts  under which the Erie  Family Life  Insurance
                Company  has  unconditionally  contracted  to provide  specified
                benefits to beneficiaries in return for a fixed premium from the
                Plan.

                Annuity  deposit  balances   outstanding   relating  to  pension
                annuities sold to the Erie Insurance  Group  Retirement Plan are
                approximately  $23,650,000  and $15,600,000 at December 31, 1994
                and  1993,  respectively.  The  reserves  held  for the  sale of
                structured  settlement  annuities to the Erie Insurance Exchange
                and Erie Insurance  Company equal $59,306,000 and $48,375,000 at
                December 31, 1994 and 1993, respectively.


Note 8.  Reinsurance and Accounting Change

                The Company  cedes  insurance to other  insurers and  reinsurers
                under   various   contracts   which  cover   individual   risks.
                Reinsurance  is ceded  under  excess  of loss  contracts.  These
                reinsurance  arrangements  minimize  losses  arising  from large
                risks or from hazards of an unusual nature.

                A  contingent  liability  exists  with  respect  to  reinsurance
                receivables and the reserve credit for  reinsurance  ceded which
                would  become a  liability  in the event  that such  reinsurance
                companies  are  unable  to  meet  their  obligations  under  the
                existing reinsurance agreements. These agreements do not relieve
                the Company of its primary obligation to its policyholders.




                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 25 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                                             NOTES TO FINANCIAL STATEMENTS

Note 8.  Reinsurance and Accounting Change (Continued)

                The Company  adopted SFAS #113,  "Accounting  and  Reporting for
                Reinsurance of Short-Duration  and Long-Duration  Contracts," in
                1993  and  elected  to apply  the  provisions  retroactively  to
                January 1, 1992.  The change has no effect on the  Statement  of
                Income or Net  Income,  but  eliminates  the prior  practice  of
                offsetting  assets  and  liabilities   relating  to  reinsurance
                contracts.

                The Company has an insignificant  amount of reinsurance  assumed
                activity.  Policy revenues and benefit expense  reflected in the
                statements of income have been reduced by the following  amounts
                due to reinsurance cessions:
<TABLE>
<CAPTION>

                                                                   1994                   1993                   1992
                <S>                                             <C>                    <C>                    <C>

                Policy revenues                                 $3,185,718             $2,132,670             $2,428,485

                Death benefits                                     695,567                902,124                733,295

                Future life policy
                  benefits                                       1,120,329                813,965                589,943

</TABLE>

Note 9.         Unaudited Quarterly Summary of Operations

                The following  summaries of operations  for the four quarters of
                1994 and 1993 are  unaudited.  In the  opinion of the  Company's
                management,   all   adjustments  -  consisting  only  of  normal
                recurring  accruals - necessary for a fair  presentation  of the
                interim periods presented have been included.
<TABLE>
<CAPTION>

                                                 First                Second               Third                Fourth
                                                Quarter              Quarter              Quarter              Quarter
<S>                                           <C>                  <C>                  <C>                 <C>

1994

Policy revenues                               $ 5,938,807          $ 6,161,076          $ 6,435,291          $ 6,358,309
Investment income                               8,336,576            8,619,825            9,087,090            9,522,758
Realized gain (loss)
 on investments                                 2,533,962            1,068,629            1,063,897         (    255,154)
Other income                                      281,023              471,849              355,490              789,394

  Total revenues                              $17,090,368          $16,321,379          $16,941,768          $16,415,307

Income from
 operations                                   $ 7,282,936          $ 5,442,339          $ 7,391,656          $ 6,362,575
Federal income
 taxes                                          2,558,323            1,945,424            2,760,038            2,386,043

  Net income                                  $ 4,724,613          $ 3,496,915          $ 4,631,618          $ 3,976,532

  Earnings
   per share                                  $      1.50          $      1.11          $      1.47          $      1.26

</TABLE>
                                                                


<PAGE>
INCORPORATED BY REFERENCE, PAGE 25 OF THE COMPANY'S 1994 ANNUAL
                         REPORT TO STOCKHOLDERS



                         NOTES TO FINANCIAL STATEMENTS

Note 9.         Unaudited Quarterly Summary of Operations (Continued)
<TABLE>
<CAPTION>

                                                 First                Second               Third                Fourth
                                                Quarter              Quarter              Quarter              Quarter
<S>                                          <C>                   <C>                  <C>                  <C>

1993

Policy revenues                               $ 4,971,612          $ 5,516,820          $ 5,817,524          $ 5,850,866
Investment income                               7,593,682            7,654,301            7,743,235            7,937,393
Realized gain on
 investments                                    2,652,382            2,370,676            1,845,207            3,565,053
Other income                                      212,057              314,144              251,756              490,388

  Total revenues                              $15,429,733          $15,855,941          $15,657,722          $17,843,700

Income from
 operations                                   $ 6,882,113          $ 6,735,510          $ 6,668,973          $ 7,589,679
Federal income
 taxes                                          2,268,293            2,302,166            2,502,224            2,699,350
Cumulative effect on
 years prior to
 1993 on changing
 the method of
 accounting for
 income taxes                                (    567,610)

  Net income                                  $ 4,046,210          $ 4,433,344          $ 4,166,749          $ 4,890,329

  Earnings
   per share                                  $      1.29          $      1.41          $      1.32          $      1.55

</TABLE>

                The effect of the  accounting  change,  recognized  in the first
                quarter, was a reduction of net income per share of $.18.

                                                                


<PAGE>


<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
DECEMBER 31, 1994 FORM 10-K OF THE ERIE FAMILY LIFE INSURANCE COMPANY
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K.
</LEGEND>
<CIK> 0000033416
<NAME> ERIE FAMILY LIFE INSURANCE COMPANY
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1993             DEC-31-1992
<PERIOD-END>                               DEC-31-1994             DEC-31-1993             DEC-31-1992
<DEBT-HELD-FOR-SALE>                       175,851,865             122,506,103                       0
<DEBT-CARRYING-VALUE>                      160,445,072             131,147,518                       0
<DEBT-MARKET-VALUE>                        142,544,015             131,130,047                       0
<EQUITIES>                                 108,361,616             112,423,627                       0
<MORTGAGE>                                   7,633,399              11,604,602                       0
<REAL-ESTATE>                                1,898,628               2,002,325                       0
<TOTAL-INVEST>                             459,629,034             388,374,180                       0
<CASH>                                       6,559,213              14,800,790                       0
<RECOVER-REINSURE>                             312,249                 367,872                       0
<DEFERRED-ACQUISITION>                      44,951,795              38,482,838                       0
<TOTAL-ASSETS>                             528,632,132             455,135,563                       0
<POLICY-LOSSES>                            422,167,187             350,411,409                       0
<UNEARNED-PREMIUMS>                             98,700                  80,070                       0
<POLICY-OTHER>                                 797,485               1,155,359                       0
<POLICY-HOLDER-FUNDS>                        6,352,475               1,648,912                       0
<NOTES-PAYABLE>                                      0                       0                       0
<COMMON>                                     4,410,000               4,410,000                       0
                                0                       0                       0
                                          0                       0                       0
<OTHER-SE>                                  86,445,581              85,334,886                       0
<TOTAL-LIABILITY-AND-EQUITY>               528,632,132             455,135,563                       0
                                  24,893,483              22,156,822              19,415,368
<INVESTMENT-INCOME>                         35,566,249              30,928,611              28,132,626
<INVESTMENT-GAINS>                           4,411,334              10,433,318               9,647,470
<OTHER-INCOME>                               1,897,756               1,268,345               1,327,832
<BENEFITS>                                  27,433,262              25,876,654              22,906,943
<UNDERWRITING-AMORTIZATION>                  1,979,765               2,092,764               1,840,205
<UNDERWRITING-OTHER>                        10,876,289               8,941,403               8,434,613
<INCOME-PRETAX>                             26,479,506              27,876,275              25,341,535
<INCOME-TAX>                                 9,649,828               9,772,033               9,446,937
<INCOME-CONTINUING>                         16,829,678              18,104,242              15,894,598
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0               (567,610)                       0
<NET-INCOME>                                16,829,678              17,536,632              15,894,598
<EPS-PRIMARY>                                     5.34                    5.57                    5.05
<EPS-DILUTED>                                     5.34                    5.57                    5.05
<RESERVE-OPEN>                                       0                       0                       0
<PROVISION-CURRENT>                                  0                       0                       0
<PROVISION-PRIOR>                                    0                       0                       0
<PAYMENTS-CURRENT>                                   0                       0                       0
<PAYMENTS-PRIOR>                                     0                       0                       0
<RESERVE-CLOSE>                                      0                       0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0                       0
        


</TABLE>


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