SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
NAME OF ISSUER: Erie Indemnity Company
TITLE OF CLASS OF SECURITIES: Erie Indemnity Company
Class B Common Stock
CUSIP NUMBER 29530P-201
Check the following box if a fee is being paid with this
statement: [ X ]
<PAGE>
CUSIP NO. 29530P-201
(1) Names of Reporting Persons MELLON BANK, N.A.
SS or IRS Identification Nos. IRS No. 25-0659306
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 0
Owned by Each
Reporting Person
With (6) Shared Voting
Power 2,340
(7) Sole
Dispositive
Power 0
(8) Shared
Dispositive
Power 2,340
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,340
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 76.2
by Amount in Row (9)
(12) Type of Reporting Person BK
(See Instructions)
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CUSIP NO. 29530P-201
(1) Names of Reporting Persons H.O. HIRT TRUSTS
SS or IRS Identification Nos. IRS No. 25-6220688
of Above Persons and 25-6220689
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 2,340 (1)
Owned by Each
Reporting Person
With (6) Shared Voting
Power 0
(7) Sole
Dispositive
Power 2,340 (1)
(8) Shared
Dispositive
Power 0
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,340
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 76.2
by Amount in Row (9)
(12) Type of Reporting Person OO
(See Instructions)
(1) The H.O. Hirt Trusts act through their trustees.
See item 4.
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<PAGE>
CUSIP NO. 29530P-201
(1) Names of Reporting Persons SUSAN HIRT HAGEN
SS or IRS Identification Nos.
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 12
Owned by Each
Reporting Person
With (6) Shared Voting
Power 1,170
(7) Sole
Dispositive
Power 12
(8) Shared
Dispositive
Power 1,170
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,182
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions) X X See item 4.
(11) Percent of Class Represented 38.5
by Amount in Row (9)
(12) Type of Reporting Person IN
(See Instructions)
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<PAGE>
CUSIP NO. 29530P-201
(1) Names of Reporting Persons F. WILLIAM HIRT
SS or IRS Identification Nos.
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 10
Owned by Each
Reporting Person
With (6) Shared Voting
Power 1,170
(7) Sole
Dispositive
Power 10
(8) Shared
Dispositive
Power 1,170
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,180
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 38.4
by Amount in Row (9)
(12) Type of Reporting Person IN
(See Instructions)
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)
Introductory Statement:
The Reporting Persons filing this Schedule 13G do not
believe that they constitute members of a group and are filing
this statement jointly pursuant to Rule 13d-1(f). See Exhibit
A.
Item 1(a) Name of Issuer:
Erie Indemnity Company (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
100 Erie Insurance Place
Erie, PA 16530
Item 2 (a) Name of Person Filing:
Mellon Bank, N.A.
H.O. Hirt Trusts (the "Trusts")
Susan Hirt Hagen
F. William Hirt
Item 2(b) Address of Principal Business Office, or if None,
Residence:
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
H.O. Hirt Trusts
c/o Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Suite 100
Erie, Pennsylvania 16507
Susan Hirt Hagen
c/o Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
F. William Hirt
c/o Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
Item 2(c) Citizenship:
Mellon Bank, N.A. - United States of America
H. O. Hirt Trusts - United States of America
Susan Hirt Hagen - United States of America
F. William Hirt - United States of America
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SCHEDULE 13G (Continued)
Item 2(d) Title of Class of Securities:
Class B Common Stock, no par value (the
"Class B Common Stock"), stated value of
$70.00 per share.
Item 2(e) CUSIP Number:
29530P-201
Item 3 Statement Filed Pursuant to Rule 13d-1(b) or Rule
13d-2(b).
Inapplicable
Item 4 Ownership:
(a) Amount Beneficially Owned
As calculated under rule 13d-3, the Trusts beneficially
own, as of December 31, 1994, 2,340 shares, or 76.2% of
the Class B Common Stock. The Trusts, acting through
the trustees, have sole voting power and sole investment
power over all 2,340 shares beneficially owned by the
Trusts.
Susan Hirt Hagen is a trustee of the Trusts and, in such
capacity, shares voting and investment power over all
2,340 shares beneficially owned by the Trusts. Susan
Hirt Hagan is also the beneficiary of one of the H.O.
Hirt Trusts which holds 1,170 shares, or 38.1% of the
Class B Common Stock for her benefit. Susan Hirt Hagen
is the direct beneficial owner of 12 shares of Class B
Common Stock. These holdings do not include 1 share
owned by the Hagen Family Limited Partnership of which
Susan Hirt Hagen is a limited partner without voting or
dispositive power over the share and 2 shares owned by
her husband, Thomas B. Hagen. Susan Hirt Hagen
disclaims beneficial ownership of the 2 shares owned
by Thomas B. Hagen.
F. William Hirt is a trustee of the Trusts and, in such
capacity, shares voting and investment power over all
2,340 shares beneficially owned by the Trusts. F.
William Hirt is also the beneficiary of one of the H.O.
Hirt Trusts which holds 1,170 shares, or 38.1% of the
Class B Common Stock for his benefit. In addition,
F. William Hirt is the direct beneficial owner of 10
shares of Class B Common Stock.
Mellon Bank, N.A. is a trustee of the Trusts, and
in such capacity, shares voting and investment power
over all 2,340 shares beneficially owned by the Trusts.
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<PAGE>
SCHEDULE 13G (Continued)
(b) Percent of Class
H.O. Hirt Trusts, Mellon Bank, N.A., Susan Hirt Hagen,
and F. William Hirt as trustees - 76.22%
Susan Hirt Hagen - 38.5%
F. William Hirt - 38.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Trusts, acting through the trustees Susan
Hirt Hagen, F. William Hirt and Mellon Bank,
N.A. have the sole right to vote the 2,340
shares held of record by the Trusts.
Susan Hirt Hagen has the sole right to vote the
12 shares she holds directly.
F. William Hirt has the sole right to vote the
10 shares he holds directly.
(ii) shared power to direct the vote:
Not applicable
(iii) sole power to dispose or to direct the
disposition of:
H.O. Hirt Trusts, Mellon Bank, N.A.,
Susan Hirt Hagen, and F. William Hirt
as trustees - 2,340 shares
Susan Hirt Hagen - 12 shares
F. William Hirt - 10 shares
(iv) shared power to dispose or to direct the
disposition of:
Not applicable
Item 5 Ownership of Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
The H.O. Hirt Trust for which Mellon Bank, N.A.,
F. William Hirt and Susan Hirt Hagen are the
Co-Trustees was created by the settlor H.O. Hirt
and continues for the benefit of his issue.
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<PAGE>
SCHEDULE 13G (Continued)
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification.
Inapplicable
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information
as to it set forth in this statement is true, complete and correct.
Date: February 14, 1995
THE H.O. HIRT TRUSTS
By: MELLON BANK, N.A.
TRUSTEE
/s/ Stephen A. Yoder
By: Stephen A. Yoder
Assistant General
Counsel
Date: February 14, 1995
/s/ Susan Hirt Hagen
Susan Hirt Hagen
Date: February 14, 1995
/s/ F. William Hirt
F. William Hirt
Date: February 14, 1995
MELLON BANK, N.A. TRUSTEE
/s/ Stephen A. Yoder
By: Stephen A. Yoder
Assistant General
Counsel
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
A Joint Filing Statement 9
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Exhibit A
Joint Filing Statement
In accordance with Rule 13d-1(f) promulgated pursuant
to the Securities Exchange Act of 1934, the persons named below
agree to the joint filing on behalf of each of them of a
Statement on Schedule 13G, including amendments thereto, with
respect to the Class B Common Stock of Erie Indemnity Company
and further agree that this Joint Filing Statement be included
as an Exhibit to such joint filing.
Date: February 14, 1995
MELLON BANK, N.A. AS
TRUSTEE OF THE H.O. HIRT
TRUSTS
/s/ Stephen A. Yoder
By: Stephen A. Yoder
Assistant General Counsel
Date: February 14, 1995
/s/ Susan Hirt Hagen
Susan Hirt Hagen
Date: February 14, 1994
/s/ F. William Hirt
F. William Hirt
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