UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                  FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): January 23, 2002

                             ERIE INDEMNITY COMPANY
               (Exact name of registrant as specified in its charter)

          PENNSYLVANIA                     0-24000               25-0466020
  -------------------------------       -------------        -------------------
  (State or other jurisdiction of       (Commission         (I.R.S. Employer
  incorporation)                         File Number)        Identification No.)


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

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

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Item 5. OTHER EVENTS.

In connection  with the  retirement of Stephen A. Milne,  Erie  Insurance  Group
President and CEO, Erie  Indemnity  Company will  recognize a one time after tax
charge to fourth quarter 2001 net income amounting to about $0.10 per share. The
charge stems from Erie Indemnity  Company's  recognition of the costs pertaining
to a performance  recognition  award granted Mr. Milne by the Company's Board of
Directors and other  Retirement  Plan benefits paid to or on behalf of Mr. Milne
upon his retirement.

On January 17, 2002,  Erie  Indemnity  Company issued a press release more fully
describing Mr. Milne's  retirement  which is filed as Exhibit 99.3 hereto and is
incorporated herein by reference.

Item 7. EXHIBITS

Exhibit Number              Description
- --------------              -----------
99.3                        Press release dated January 17, 2002



                                    SIGNATURE

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 hereunto duly authorized.



                                    ERIE INDEMNITY COMPANY


                                    Erie Indemnity Company
                                ------------------------------
                                       (Registrant)

Date: January 23, 2002         /s/ Philip A. Garcia
                                -------------------------------
                              (Philip A. Garcia, Executive Vice President & CFO)

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                        Erie Insurance Group CEO Retires
                               Acting CEO is Named

Erie,  Pa.--Jan.  17, 2002 - Stephen A. Milne,  Erie Insurance Group president &
CEO, today announced  that, due to the condition of his health,  he would retire
from the company effective end of business on Friday,  January 18, 2002. Jan Van
Gorder,  senior executive vice president,  secretary and general  counsel,  will
serve as acting CEO until a new CEO is  selected.  Mr.  Milne will remain on the
Board of Directors  of the Erie  Indemnity  Company,  the  principal  management
company of the Erie Insurance Group.

In November 1999, Milne was diagnosed with amyotrophic  lateral  sclerosis (ALS)
more commonly known as Lou Gehrig's  Disease.  In September 2001, he recommended
that the Erie Indemnity Company Board of Directors form a selection committee to
identify his  eventual  replacement.  The  committee is well into the process of
interviewing candidates for the position.

Milne has served as CEO since 1996 and has worked in various  capacities  within
the  company  for nearly 29 years.  Under his  leadership,  Erie  Insurance  has
prospered,  ranking as one of the country's premier  property/casualty  insurers
operating  through  more than  7,500  independent  agents  in 11 states  and the
District of  Columbia.  Milne has been a vigilant  advocate  of ERIE's  distinct
service-oriented  culture,  which has earned the  company the  prestigious  J.D.
Power and  Associates  award.  The insurance  industry has also  benefited  from
Milne's leadership as he has served as chairman of both the Insurance  Institute
for Highway Safety (IIHS) and the National  Association of Independent  Insurers
(NAII).

As acting CEO, Van Gorder  brings more than 30 years of insurance  experience to
the position.  He joined ERIE in 1981 as vice  president,  secretary and general
counsel and was named senior  executive  vice  president in December  1990.  Van
Gorder is active in legal and legislative committees of the NAII and is a member
of the board of directors of the Insurance Federation of Pennsylvania, Inc., the
Pennsylvanians  for  Effective  Government  and  the  Pennsylvania  Professional
Liability Joint Underwriting Association.

In a letter to agents and employees,  Milne  expressed  great  confidence in the
leadership abilities of Van Gorder and the company's senior management team.

Known for  competitive  rates and superior  service,  Erie Insurance  Group is a
leading  property/casualty  insurer  in the  United  States.  With more than 3.2
million  policies  in force,  Erie  Insurance  Group  includes  seven  companies
operating in 11 states and the District of Columbia and is rated A++  (superior)
by A.M. Best Company.  Erie Indemnity  Company (NASDAQ - ERIE) is the management
company for Erie Insurance  Group.  Headquartered  in Erie, Pa., since 1925, the
ERIE provides auto,  home,  business and life insurance  through more than 7,500
independent agents  representing more than 1,500 agencies.  For more information
and a listing of independent  agents  representing  The ERIE in your  community,
visit the company's Web site at http://www.erieinsurance.com.



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