ERIE FAMILY LIFE INSURANCE CO
10-Q, 1995-08-10
LIFE INSURANCE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

For quarter ended June 30, 1995

Commission file number 2-39458


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

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


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

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


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

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

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

    Common Stock, $1.10 Par Value -- 3,150,000 shares as of July 31, 1995

    The common  stock is the only  class of stock the  Registrant  is  presently
authorized to issue.
       
                                     1
<PAGE>


                                      INDEX

                       ERIE FAMILY LIFE INSURANCE COMPANY


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

    Balance Sheets--June 30, 1995 and December 31, 1994

    Statements of Income--Three  months ended June 30, 1995 and 1994, six months
    ended June 30, 1995 and 1994

    Statements of Changes in Cash Flows--six months ended June 30, 1995 and 1994

    Notes to Financial Statements--June 30, 1995

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


PART II. OTHER INFORMATION

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

SIGNATURES

                                     2
<PAGE>


Part I.  Financial Information
                         BALANCE SHEETS
                                         June 30,       December 31,
ASSETS                                     1995             1994
                                        (Unaudited)
Investments:
   Fixed Maturities:
     Held-to-Maturity, at amortized cost
       (fair value of $156,247,643 and
        $142,544,015, respectively)    $159,754,545    $160,445,072
     Available-for-Sale, at fair value
       (amortized cost of
       $195,649,928 and $180,281,163,
       respectively)                    208,737,659     175,851,865
   Equity Securities, at fair value
     (cost of $126,573,644 and 
     $116,380,818, respectively)        131,032,963     108,361,616
   Real Estate                            1,847,514       1,898,628
   Policy Loans                           3,472,172       3,181,311
   Mortgage Loans on Real Estate          7,100,416       7,633,399
   Other Invested Assets                  3,631,805       2,257,143

     Total Investments                 $515,577,074    $459,629,034

Cash, including short-term cash
   investments of$19,806,374 and
   $7,262,914, respectively              17,961,163       6,559,213
Premiums Receivable                       2,301,513       2,300,721
Reinsurance Recoverable                      32,676         312,249
Other Receivables                           154,775         261,578
Accrued Investment Income                 8,502,665       8,388,301
Deferred Policy Acquisition Costs        47,793,167      44,951,795
Reserve Credit For Reinsurance Ceded      3,714,027       3,385,623
Prepaid Federal Income Taxes              2,079,052         851,320
Other Assets                              2,048,634       1,992,298

     Total Assets                      $600,164,746    $528,632,132


See notes to financial statements.

                                     3
<PAGE>


                                 BALANCE SHEETS
                                           June 30,    December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY         1995          1994
                                         (Unaudited)
Liabilities:
   Policy Liabilities and Accruals:
     Future Life Policy Benefits       $ 46,246,171    $ 44,050,175
     Policy and Contract Claims             945,235         797,485
     Annuity Deposits                   374,570,457     341,242,154
     Universal Life Deposits             40,782,180      36,107,402
     Supplementary Contracts Not
       Including Life Contingencies         766,418         767,456
   Other Policyholder Funds               4,063,639       6,352,476
   Deferred Federal Income Tax           14,030,567       2,897,964
   Reinsurance Premium Due                  149,852         193,135
   Accounts Payable and
      Accrued Liabilities                 3,268,494       4,131,617
   Due to Affiliate                         887,337       1,236,687

     Total Liabilities                 $485,710,350    $437,776,551

Stockholders' Equity:
   Common Stock, $1.10 Par Value Per Share;
   Authorized 5,000,000 Shares;
   3,150,000 Shares Issued
   And Outstanding                     $  3,465,000    $  3,465,000
   Additional Paid-In Capital               945,000         945,000
   Net Unrealized Appreciation
     (Depreciation) on Investment
     Securities, net of Deferred
     Taxes of $6,141,468 And
     ($4,356,975), respectively          11,405,582      (8,091,525)
   Retained Earnings                     98,638,814      94,537,106

     Net Stockholders' Equity          $114,454,396    $ 90,855,581

   Total Liabilities and Stockholders'
       Equity                          $600,164,746    $528,632,132



See notes to financial statements.

                                     4
<PAGE>


                         STATEMENTS OF INCOME (Unaudited)


<TABLE>
<CAPTION>

                                          Three Months Ended                 Six Months Ended
                                                June 30,                         June 30,
                                         1995                1994        1995                1994
<S>                                 <C>                 <C>           <C>              <C>

Revenues:
  Policy:
  Life Premiums, net of premiums
    ceded of $706,725, $838,706,
    $1,446,991 and $1,333,659,
    respectively                    $ 6,688,263         $ 5,715,164   $12,563,085      $11,209,638
  Group                                 578,396             445,912     1,173,940          890,245
Total Policy Revenues               $ 7,266,659         $ 6,161,076   $13,737,025      $12,099,883

Investment Income, Net of Expenses
  of $94,828, $89,444, $189,143
  and $158,534, respectivel          10,141,044           8,619,825    20,044,846       16,956,401
Realized Gain on Investment             776,767           1,068,629     1,315,717        3,602,591
Other Income                            399,200             471,849       772,597          752,872
    Total Revenues                  $18,583,670         $16,321,379   $35,870,185      $33,411,747

Benefits and Expenses:
  Death Benefits, net of reinsurance
    recoveries of $17,232,
    $339,337, $494,440 and
    $639,507, respectively            2,364,483           1,053,689     4,197,593        2,151,248
  Interest on Annuity Deposits        5,576,817           4,498,693    11,202,095        8,866,720
  Interest on Universal Life Deposits   650,713             449,673     1,240,940          885,162
  Surrender and Other Benefits          308,001             283,107       571,647          573,029
  Increase in Liability for Future
    Life Policy Benefits,  net of
    the increase in reserve credit
    for reinsurance ceded of $182,422,
    $241,186, $328,404 and $439,213,
    respectively                        868,578             718,830     1,867,592        1,371,609
  Amortization of Deferred Policy
    Acquisition Costs                    27,799             506,857       731,037          826,223
  Commissions                           739,310             518,933     1,356,301          985,008
  General Expenses                    1,841,632           1,699,521     3,071,799        3,090,019
  Taxes, Licenses and Fees            1,406,548           1,149,737     2,242,812        1,937,454
    Total Benefits and Expenses     $13,783,881         $10,879,040   $26,481,816      $20,686,472

Income From Operations                4,799,789           5,442,339     9,388,369       12,725,275

Federal Income Tax
  Current                               764,159           1,612,396     2,510,501        3,818,603
  Deferred                              877,681             333,028       634,160          685,144
    Total Federal Income Tax          1,641,840           1,945,424     3,144,661        4,503,747

Net Income                          $ 3,157,949         $ 3,496,915   $ 6,243,708      $ 8,221,528


Net Income Per Share                $      1.00         $      1.11   $      1.98      $      2.61

Dividends Declared Per Share        $       .34         $       .30   $       .68      $       .60

</TABLE>
                                   
                                     5
<PAGE>


                  Statements of Changes in Cash Flows (Unaudited)

                                      Six Months Ended    Six Months Ended
                                        June 30, 1995       June 30, 1994
Cash flows from operating activities:
Net income                               $ 6,243,708         $ 8,221,528
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    Net amortization of bond and mortgage
      premium and discount                    61,979               5,896
    Amortization of deferred policy
      acquisition costs                      731,037             826,223
    Real Estate Depreciation                  51,114              51,900
    Deferred federal income taxes            634,160             685,144
    Realized gains on investments         (1,315,717)         (3,602,591)
    Increase in other assets                 (56,336)           (619,629)
    Decrease in other receivables            106,803             130,912
    Increase in premium receivable              (792)             (1,598)
    Increase in reinsurance recoverable
      and reserve credits                    (48,831)           (450,350)
   Increase in accrued investment income    (114,364)         (1,554,311)
   Increase in deferred policy acquisition
      costs                               (3,572,409)         (3,908,485)
   Increase in future policy benefits
      and claims                           2,343,746           1,919,749
   Decrease in other policyholder funds   (2,288,837)            (82,330)
   (Decrease) Increase in reinsurance
      premium due                            (43,283)             14,242
   (Decrease) Increase in accounts
      payable and accrued liabilities
      and due to affiliate                (1,338,473)            302,656
   Decrease in current Federal
      income taxes                        (1,227,732)           (217,918)
        Net cash provided by operating
          activities                         165,773           1,721,038

Cash flows from investing activities:
    Fixed Maturity Securities:
    Held-to-Maturity:
      Maturities                         $   647,659         $ 6,017,769
      Sales                                        0                   0
      Purchases                                    0         (40,754,128)
    Available-for-Sale:
      Maturities                             853,029           2,351,244
      Sales                               31,280,894          23,257,708
      Purchases                          (46,839,026)        (36,074,888)
    Equity Securities:
      Sales                                5,596,106          13,433,001
      Purchases                          (15,156,682)        (20,656,456)
    Loans made to policyholders             (555,760)           (403,277)
    Payments received on policy loans        264,899             222,266
    Purchase of other invested assets     (1,425,662)           (884,349)
    Sale of other invested assets             51,000           6,133,816
    Purchase of mortgage loans                     0          (2,000,000)
    Principal payments received on mortgage
      loans                                  533,677           4,316,566
  Net cash used in investing activities  (24,749,866)        (45,040,728)

                                      6
<PAGE>


           Statements of Changes in Cash Flows--Continued (Unaudited)

                                      Six Months Ended     Six Months Ended
                                        June 30, 1995        June 30, 1994

Cash flows from financing activities:
    Increase in annuity and supplementary
      contract deposits                   33,327,265          27,752,906
    Increase in Universal Life Deposits    4,674,778           3,795,188
    Dividends paid to stockholders        (2,016,000)         (1,811,253)
        Net cash provided by financing
          activities                     $35,986,043         $29,736,841
Net increase (decrease) in cash and cash
  equivalents                             11,401,950         (13,582,849)
Cash and cash equivalents at
  beginning of year                        6,559,213          14,800,790
Cash and cash equivalents at
  end of quarter                         $17,961,163         $ 1,217,941


Supplemental disclosures of cash flow information:
 Cash paid during the year for:
    Interest                             $         0         $    20,837
    Income taxes                           3,738,234           4,700,599


                                      7
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  the  instructions  to Form  10-Q and  Rule  10-01 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the  six  month  period  ended  June  30,  1995  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1995. For further  information,  refer to the financial  statements
and footnotes  thereto  included in the Company's annual report on Form 10-K for
the year ended December 31, 1994

NOTE B -- RECLASSIFICATIONS

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

NOTE C -- INVESTMENTS

The total  invested  assets  of the  Company  consist  of  investments  in fixed
maturities,  preferred  stock,  common stock,  real estate,  mortgage and policy
loans and other  invested  assets.  At June 30,  1995,  71.5% of total  invested
assets were invested in fixed  maturities.  Preferred  stocks represent 23.8% or
$122.7  million  and  common  stocks  represent  1.6% or $8.4  million  of total
invested  assets at June 30, 1995,  while real estate and mortgage loans make up
only 1.7% of total invested  assets.  Mortgage loan and real estate  investments
have the potential for higher  returns but also carry more risk,  including less
liquidity  and  greater  uncertainty  of  rate  of  return.  Consequently  these
investments have been kept to a minimum.

The Company's fixed  maturities at June 30, 1995 consist of investments in bonds
of $366 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 June  30,  1995  the  carrying  value of fixed
maturities  was  $368,492,204,  or 71.5% of total invested  assets.  At June 30,
1995, the amortized cost,  estimated market value, gross unrealized gains, gross
unrealized losses, and carrying value for fixed maturities were as follows:

                           Fixed Maturities at 6-30-95
                                   (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       $  6,123    $  6,647    $    524      $      0     $  6,647
Mortgage-Backed Certificates      483         508          26             1          483
Industrial & Miscellaneous    191,565     198,513       9,600         2,652      200,565
Public Utilities              105,459     106,416       2,505         1,548      107,624
Political Subdivision           3,008       3,296         288             0        3,228
Special Revenue                48,766      49,605       2,059         1,220       49,945
Total Fixed Maturities       $355,404    $364,985    $ 15,002      $  5,421     $368,492

</TABLE>

                                     8
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The  bond  investments  included  in the  fixed  maturity  category  consist  of
high-quality, marketable securities, 98.8% or $362 million of which, are rated 
at investment grade levels (Baa/BBB or better). Included in this investment 
grade category are $268 million of bonds  characterized as of the "highest"
quality or "Class 1"  securities  as  defined  by the  National  Association of
Insurance Commissioners (NAIC). Below  investment-grade bonds totaled $4.5
million at June 30, 1995 and are a very  manageable 0.9% of total invested
assets.  None of the bonds  included in the below  investment-grade  category
are  considered  "low" quality. All of the securities classified as below 
investment-grade are current and in good standing. Generally, the fixed maturity
securities in the Company's portfolio are rated by external rating agencies.  If
not externally  rated, they are rated by the Company on a basis consistent with
the basis used by the rating agencies.

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

At June 30, 1995,  the  Company's  five largest  investments  in corporate  debt
securities  totaled  $26,400,269,  none  of  which  individually  exceeded  $6.2
million. These investments had a market value of $26.9 million.

In  compliance  with  "Accounting  for  Certain  Investments  in Debt and Equity
Securities  (FAS 115)," the Company has  classified  56.6% of its fixed maturity
portfolio as available-for-sale at June 30, 1995. Management believes this level
of  available-for-sale  securities  is  sufficient  for the  Company to meet its
liquidity needs and provides the flexibility  necessary to respond to changes in
the securities markets.  Securities classified as available-for-sale are carried
at market  value with  unrealized  gains and losses  included  in  stockholders'
equity. Fixed maturities classified as held-to-maturity are carried at the lower
of cost or market  value.  The  held-to-maturity  category  includes  only fixed
maturities  which  management  has both the positive  intent and ability to hold
until maturity.

Equity  securities  consist of common and preferred  stocks which are carried on
the  balance  sheet at  current  market  value.  At June 30,  1995,  common  and
preferred  stock held by the  Company  had a cost of  $126,573,644  and a market
value of  $131,032,963,  representing an unrealized gain of $4,459,319.  As with
the held-to-maturity portfolio, the Company's preferred stock portfolio provides
a source of highly  predictable  current  income that is very  competitive  with
high-grade  bonds.  These  securities  are well  diversified  within each market
sector  and  support  the  investment  return  provided  to  Policyholders.  The
preferred  stocks are of very  high-quality and extremely  marketable,  95.3% or
$116.9  million of which are of the "highest" or "high"  quality,  as defined by
the NAIC.  The remaining  $5.7 million of preferred  stocks have a "medium" NAIC
rating.  There are no preferred  stocks in the Company's  portfolio rated in the
"low," "lowest," or "in or near default" quality  categories  established by the
NAIC.


                                     9
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

                           Equity Securities, 6-30-95
                                   (thousands)
                                                      Gross        Gross
                                         Market    Unrealized   Unrealized
                                Cost      Value       Gains        Losses

Common Stocks
  Banks & Insurance          $    677   $    790   $    113     $      0
  Industrial & Miscellaneous    5,796      7,592      2,051          255
Preferred Stocks
  Public Utilities              2,773      2,893        120            0
  Banks & Insurance            74,282     76,719      3,427          990
  Industrial & Miscellaneous   43,046     43,039      1,093        1,100
Total Equity Securities      $126,574   $131,033   $  6,804     $  2,345

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

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

In October 1994, the Financial  Accounting  Standards Board issued Statement No.
119,  "Disclosure  about  Derivative  Financial  Instruments  and Fair  Value of
Financial  Instruments (FAS 119)." FAS 119 requires increased  disclosures about
derivative  products,  which are defined to include futures,  forward,  swap, or
option contracts,  or other financial instruments with similar  characteristics.
FAS 119 also  requires  that fair  value  information  of  derivative  financial
instruments be presented  without  combining,  aggregating,  or netting the fair
value of derivative and nonderivative  financial instruments.  This statement is
effective for financial statements issued by the Company for fiscal years ending
after  December  15,  1994.  At  June  30,  1995,  the  Company  did not own any
derivatives.


                                    10
<PAGE>


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

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

OVERVIEW

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

Net income decreased to $3,157,949, or $1.00 per share, in the second quarter of
1995 from  $3,496,915  or $1.11 per  share,  in the second  quarter  of 1994,  a
decrease of 9.7%. Operating results remained strong as total policy revenue grew
by 18% to $7,266,659 in the current  period.  Investment  income net of expenses
grew by 18% from  $8,619,825 in the second quarter of 1994 to $10,141,044 in the
second quarter of 1995.

REVENUES, BENEFITS, AND EXPENSES

Policy Revenues. Total policy revenues increased 18% to $7,266,659 in the second
quarter of 1995 from  $6,161,076  in the second  quarter of 1994.  Renewal  life
policy  revenues rose 24% to $5,851,774  from  $4,717,498  while first year life
policy  revenues  decreased 2% to $1,414,885 in the second  quarter of 1995 from
$1,443,578 in the second quarter of 1994. New policy production remained strong,
but did not match the sales records set in the second quarter of 1994 which were
bolstered by the  Company's  participation  in the Erie  Insurance  Group travel
incentive program, "TravelQuest '95."

Deposits.  First  year and  single  universal  life and  annuity  deposits  were
$17,729,768 in the second quarter of 1995 and  $12,454,074 in the second quarter
of  1994,  representing  an  increase  of 42%.  Included  in these  amounts  are
structured   settlement   annuities   sold   to   the   Erie   Insurance   Group
property/casualty  affiliate  companies  which totaled  $6,399,251 in the second
quarter of 1995 and $1,440,419 in the second quarter of 1994.

Net Investment  Income.  Net investment income in the second quarter of 1995 was
$10,141,044 compared to $8,619,825 in the second quarter of 1994, an increase of
18%.  Fueling  the  growth in  investment  income was the  Company's  cash flows
generated from annuity and universal life deposits and operating income.

Realized  Gain on  Investment.  During the second  quarter of 1995,  the Company
generated realized gains of $776,767,  compared to gains of $1,068,629 generated
during the same period in 1994.  These gains  consisted of gains on the sale and
maturity of securities.


                                     11
<PAGE>


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

Death Benefits.  Net death benefits on life insurance policies increased 124% in
the second quarter of 1995 to $2,364,483,  compared to $1,053,689,  for the same
period in 1994.  Death  benefit  experience  should be  analyzed  for  long-term
trends,  rather than over short periods where unusual fluctuations may influence
the  results.  This is  particularly  true for a company the size of Erie Family
Life, which is growing rapidly. The Company's mortality experience has been good
over the past  several  years and the  Company  believes  that its  underwriting
philosophy and practices are sound.

Interest on Annuity and Universal  Life  Deposits.  Interest on deposits held by
the Company for Policyholders  rose 26% from $4,948,366 in the second quarter of
1994 to $6,227,530 in the second  quarter of 1995.  This increase was due to the
$78 million in deposits made by Policyholders  during the 12-month period ending
June 30, 1995. At June 30, 1995,  annuity deposits  accruing  interest were $375
million and universal life deposits accruing  interest were $41 million.  During
the second  quarter of 1995,  the  interest  rate  credited  on  universal  life
remained  unchanged while the interest rate credited on annuities was reduced by
25 basis points (.25 percent).  The current  interest rate credited on universal
life  deposits is in the 6.50% to 7.25% range while the rate credited on annuity
deposits is in the 5.35% to 6.25% range.

Amortization of Deferred Policy  Acquisition  Costs (DPAC).  The amortization of
deferred policy  acquisition costs totaled $27,799 in the second quarter of 1995
and  $506,857  in the  second  quarter  of  1994.  This  decrease  reflects  the
refinement of certain  estimates during 1995,  primarily the  actual-to-expected
expense ratio. During the second quarter of 1995 the actual-to-expected ratio of
deferred policy  acquisition costs was adjusted to better reflect the additional
salaries and wages expense now being deferred. (See General Expenses).

Commissions. Commissions increased $220,377 to $739,310 in the second quarter of
1995.  Most of this  commission  increase was due to an increase in total policy
revenues  of 18% along with an  increase in the  average  commission  rate.  The
average commission rate increased due to an increase in persistency for policies
in their second  policy year.  Second year renewal  commission  rates are higher
than third and  subsequent  year  commission  rates and increases in second year
persistency  will  result in an increase in the  average  commission  rate.  The
commission costs, which vary with and are primarily related to the production of
new  business,  have been  deferred.  These costs are being  amortized  over the
premium paying period of the related  policies in proportion to the ratio of the
annual premium revenue to the total anticipated premium revenue.

General Expenses. General expenses amount to $1,841,632 in the second quarter of
1995  compared  to  $1,699,521  for the same  period in 1994.  The  increase  in
operating  expense was due primarily to an increase in data processing  expense.
Offsetting  this  increase  in  operating  expense  was a decrease  in  employee
salaries  and wages.  The  increase  in data  processing  expense was due to the
Company's commitment of resources to several information systems projects during
1995.  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.  The decrease
in  employee  salaries  and wages was  caused by a change in the salary and wage
expense being deferred.  The deferred policy  acquisition  costs now include the
bonuses  paid to  branch  sales  employees,  which is  directly  related  to the
production  of new  business.  These  costs will be  amortized  over the premium
paying  period of the related  policies  sold, in proportion to the ratio of the
annual  premium  revenue to the total  anticipated  premium  revenue  from these
policies.

                                    12
<PAGE>


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


Taxes,  Licenses,  and Fees.  Taxes,  licenses  and fees  increased  $256,811 to
$1,406,548 in the second quarter of 1995. Increased non-qualified deposit volume
resulted in higher  non-qualified  annuity premium taxes, in the second quarter.
The Pennsylvania non-qualified annuity tax increased the Company's premium taxes
by $203,000 in the second  quarter of 1995 and $137,000 in the second quarter of
1994.

Taxes,  licenses,  and fees also rose due to an increase in the assessments paid
to the state life insurance  guaranty  associations.  These assessments  totaled
$873,000 in the second  quarter of 1995 and  $701,000  in the second  quarter of
1994.  The  assessments  are  mandated  by the  state  life  insurance  guaranty
associations  and are used by them to  guarantee  the life,  annuity  and health
insurance  policies of companies that have become  insolvent.  About $347,000 of
the 1995  assessments  and $289,000 of the 1994  assessments can be recovered as
credits on the Company's state premium tax returns. These credits have generally
remained  available,  but are not  guaranteed  by the states.  During the second
quarter of 1994, the Company  recognized a disallowance  of a premium tax credit
for  annuity  assessments  paid to the  Pennsylvania  Life and Health  Insurance
Guaranty Association (Guaranty Association). When the Pennsylvania Department of
Revenue  originally  considered  the  ramifications  of the tax on  nonqualified
annuities,  it  determined  that insurers  would be permitted an offset  against
their premium tax  liabilities  for Guaranty  Association  assessments  on these
annuities.  However, the Pennsylvania Department of Revenue abruptly changed its
position  and made it clear that it would  deny  insurers  Guaranty  Association
premium  tax  offsets  against  the  2%  premium  tax  liability  on  individual
nonqualified  annuities.  This forced the  Company to  increase  its premium tax
liability by $15,000  during the second  quarter of 1994.  The Company  believes
that the Department's original  interpretation  permitting the offset is correct
and has paid its 1993 and 1994 annual premium tax under protest.

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

Federal  Income  Tax.  Federal  Income Tax in the  second  quarter  amounted  to
$1,641,840  compared to $1,945,424 for the same period in 1994. The 12% decrease
in income from operations was the reason for this decrease.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is a measure of the  Company's  ability to secure  enough cash to meet
its contractual obligations and operating needs.  Generally,  insurance premiums
and deposits are collected prior to claims and benefit  disbursements  and these
funds  are  invested  to  provide  necessary  cash  flows in future  years.  The
Company's  major sources of cash from  operations are life  insurance  premiums,
annuity and universal life deposits and investment income. The net positive cash
flow is used to fund Company commitments and to build the investment  portfolio,
thereby  increasing  future investment  returns.  Net cash provided by operating
activities in the second quarter of 1995 was $165,773, compared to $1,721,038 in
the second quarter of 1994. The Company's  liquidity  position remains strong as
invested  assets grew by $28 million  during the second  quarter of 1995 to $516
million at June 30, 1995.


                                    13
<PAGE>


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


Premium  from the sale of new  policies  combined  with the  premium on existing
policies  accounted  for  approximately  39.1% of total  revenue  in the  second
quarter of 1995 and 37.7% for the same period in 1994. Investment income, net of
expenses,  generated  54.6% of total  revenue  in 1995 and  52.8% in 1994.  Also
during the second quarter,  the Company had a realized gain on investments which
generated 4.2% of total revenue in 1995 and 6.5% in 1994.

Annuity  and  universal  life  deposits,  which do not  appear as revenue on the
financial  statements,  also  generate  cash.  These  deposits  do not involve a
mortality or morbidity  risk and are accounted  for using methods  applicable to
comparable   "interest-bearing   obligations"   of  other  types  of   financial
institutions.  This method of accounting  records deposits as a liability rather
than as a revenue.  Annuity and universal life deposits were  $22,171,683 in the
second quarter of 1995 and $16,925,260 in the second quarter of 1994.

The Company's  current  commitments  for  expenditures  as of June 30, 1995, are
primarily for policy death benefits, policy surrenders and withdrawals,  general
operating expenses,  federal income taxes, and dividends to stockholders.  These
commitments  are met by cash flows from policy  revenue,  annuity and  universal
life  deposits and  investment  income.  Management  believes its cash flow from
operations,  its liquid assets and marketable  securities and its line of credit
with PNC Bank will enable the Company to meet any foreseeable cash requirements.
At June 30,  1995,  the  Company's  line of  credit  with PNC Bank  totaled  $10
million, none of which was outstanding.

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

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

FINANCIAL CONDITION

RESERVE LIABILITIES

The Company's primary commitment is its obligation to meet the payment of future
benefits  under the terms of its life insurance and annuity  contracts.  To meet
these future obligations,  the Company establishes life insurance reserves based
upon the type of  policy,  the age of the  insured,  and the number of years the
policy has been in force.  The Company also  establishes  annuity and  universal
life reserves  based on the amount of  Policyholder  deposits  (less  applicable
policy charges) plus interest earned on those deposits.  On June 30, 1995, there
was no  material  difference  between the  carrying  value and fair value of the
Company's  investment-type  policies.  These life insurance and annuity reserves
are supported  primarily by the Company's  long-term,  fixed-income  investments
because the underlying policy reserves are generally also of a long-term nature.


                                     14
<PAGE>


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


INVESTMENTS

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

The Company's invested assets are also exceptionally liquid in order to meet the
short and long-term  commitments  to our  Policyholders.  At June 30, 1995,  the
Company's investment portfolio of cash and money market investments,  investment
grade bonds,  common stocks,  and preferred  stocks,  all of which are extremely
marketable,  totaled  $517  million or 86.2% of total  assets.  These  resources
provide the liquidity the Company requires to meet the unforeseen demands on its
funds.


                                    15
<PAGE>


Part II.  Other Information


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

None


Item 6. Exhibits and Reports on Form 8-K

Exhibit 27 - Financial Data Schedule

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

The Company did not file any reports on Form 8-K during the  three-month  period
ending June 30, 1995.







                                    SIGNATURES

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


                                       Erie Family Life Insurance Company
                                                    (Registrant)

Date        July 31, 1995                   /s/ John M. Petersen
                                   (John M. Petersen, President & CEO)

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


                                    16

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JUNE 30, 1995 FORM 10-Q OF THE ERIE FAMILY LIFE INSURANCE COMPANY
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<CIK> 0000033416
<NAME> ERIE FAMILY LIFE INSURANCE COMPANY
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               JUN-30-1995             JUN-30-1994
<DEBT-HELD-FOR-SALE>                       208,737,659                       0
<DEBT-CARRYING-VALUE>                      159,754,545                       0
<DEBT-MARKET-VALUE>                        156,247,643                       0
<EQUITIES>                                 131,032,963                       0
<MORTGAGE>                                   7,100,416                       0
<REAL-ESTATE>                                1,847,514                       0
<TOTAL-INVEST>                             515,577,074                       0
<CASH>                                      17,961,163                       0
<RECOVER-REINSURE>                              32,676                       0
<DEFERRED-ACQUISITION>                      47,793,167                       0
<TOTAL-ASSETS>                             600,164,746                       0
<POLICY-LOSSES>                            462,365,226                       0
<UNEARNED-PREMIUMS>                            139,455                       0
<POLICY-OTHER>                                 945,235                       0
<POLICY-HOLDER-FUNDS>                        4,063,639                       0
<NOTES-PAYABLE>                                      0                       0
<COMMON>                                     4,410,000                       0
                                0                       0
                                          0                       0
<OTHER-SE>                                 110,044,396                       0
<TOTAL-LIABILITY-AND-EQUITY>               600,164,746                       0
                                  13,737,025              12,099,883
<INVESTMENT-INCOME>                         20,044,846              16,956,401
<INVESTMENT-GAINS>                           1,315,717               3,602,591
<OTHER-INCOME>                                 772,597                 752,872
<BENEFITS>                                  19,079,867              13,847,768
<UNDERWRITING-AMORTIZATION>                    731,037                 826,223
<UNDERWRITING-OTHER>                         6,670,912               6,012,481
<INCOME-PRETAX>                              9,388,369              12,725,275
<INCOME-TAX>                                 3,144,661               4,503,747
<INCOME-CONTINUING>                          6,243,708               8,221,528
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 6,243,708               8,221,528
<EPS-PRIMARY>                                     1.98                    2.61
<EPS-DILUTED>                                     1.98                    2.61
<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>


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