SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. ___)

Erie Family Life Insurance Company

(Name of Subject Company (issuer))

Erie Indemnity Company on its own behalf and
as attorney-in-fact for the Erie Insurance Exchange

(Names of Filing Persons — Offeror)

Common Stock, par value $0.40 per share
(Title of Class of Securities)

295242 10 1

CUSIP Number of Class of Securities

Jan R. Van Gorder, Esquire
Senior Executive Vice President,
Secretary and General Counsel
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
(814) 870-2000

(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

Copies to:

Frederick W. Dreher, Esquire	John Evangelakos, Esquire
Richard L. Cohen, Esquire	Sullivan & Cromwell
Duane Morris LLP	125 Broad Street
4200 One Liberty Place	New York, New York 10004
Philadelphia, Pennsylvania 19103	(212) 558-4000
(215) 979-1234

Calculation Of Filing Fee

Transaction valuation (1)	Amount of filing fee (2)
N/A	N/A

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý third party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

ý going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing fee is a final amendment reporting the results of the tender offer. o

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     This Tender Offer Statement on Schedule TO is being filed by Erie Indemnity Company, a Pennsylvania corporation, on its own behalf and as the attorney-in-fact for the Erie Insurance Exchange, a reciprocal insurance exchange. Pursuant to General Instruction D to Schedule TO, this Schedule TO relates to pre-commencement communications by Erie Indemnity Company and Erie Insurance Exchange.

Item 12. Exhibits

See Exhibit Index on page 5 hereof.

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Signatures

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Erie Indemnity Company

/s/ Jan R. Van Gorder           
Jan R. Van Gorder
Senior Executive Vice President, Secretary and General Counsel

March 21, 2006

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Exhibit Index

Exhibit Number	Description of Exhibit	Page
(a)(1)	Text of Press Release issued on March 21, 2006		6
(a)(2)	Memorandum dated March 21, 2006 to employees and agents of the Erie Insurance Group		8

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EX-99.A.1

Exhibit (a)(1)

Erie Indemnity Company and Erie Insurance Exchange
Announce Plans to Acquire Balance of Outstanding Erie Family Life Stock

ERIE, PA (March 21, 2006) – Erie Indemnity Company (NASDAQ: ERIE) and Erie Insurance Exchange today announced that they intend to make a tender offer for all of the outstanding publicly held shares of Erie Family Life Insurance Company (OTC Bulletin Board: ERIF). Erie Indemnity and Erie Insurance Exchange currently own 21.6% and 53.5%, respectively, of the outstanding common stock of Erie Family Life. The companies intend to offer to acquire the balance of Erie Family Life’s common stock at $ 32.00 per share in cash. The $32 per share price represents a 6.7% premium over its closing price on March 21, 2006, and a 15.1% premium over the average closing price for the last 90 trading days. The aggregate consideration for the outstanding Erie Family Life shares would be approximately $63.7 million.

“We have conducted a comprehensive assessment of the best course of action with respect to Erie Indemnity’s and Erie Insurance Exchange’s investment in Erie Family Life, including an analysis of Erie Family Life’s competitive position, value and the impact of the requirements of remaining a small public company,” said Jeffrey A. Ludrof, Erie Indemnity’s president and CEO. “We believe that this offer will provide stability to Erie Family Life, eliminate certain costs and better enable the entire Erie Insurance Group to grow its business.”

The offer will be conditioned on, among other things, the tender of a majority of the shares of Erie Family Life common stock owned by Erie Family Life shareholders other than shares owned by Erie Indemnity, Erie Insurance Exchange and the executive officers and directors of Erie Indemnity. The tender offer will not be conditioned on Erie Indemnity or Erie Insurance Exchange obtaining any financing. Erie Indemnity and Erie Insurance Exchange intend to acquire any shares not acquired in the tender offer in a subsequent “short form” merger transaction at the same $32 per share cash price.

Erie Indemnity and Erie Insurance Exchange expect to commence the tender offer as soon as practicable. Once the tender offer commences, offering materials will be mailed to Erie Family Life shareholders. Erie Indemnity and Erie Insurance Exchange will file all necessary information with the Securities and Exchange Commission. The commencement and completion of the tender offer and, if the tender offer is completed, the consummation of the merger, does not require approval by the Erie Family Life board of directors.

Erie Family Life shareholders and other interested parties will be urged to read Erie Indemnity’s and Erie Insurance Exchange’s tender offer statement and other relevant documents filed with the Securities and Exchange Commission when they become available. These documents will contain important information. Erie Family Life shareholders will be able to receive such documents free of charge at the Securities and Exchange Commission’s Web Site, www.sec.gov, or from Erie Indemnity Company at 100 Erie Insurance Place, Erie, Pa. 16530, Attention: Investor Relations.

Erie Indemnity Company provides management services to the member companies of the Erie Insurance Group, which includes Erie Insurance Exchange, Flagship City Insurance Company, Erie Insurance Company, Erie Insurance Property and Casualty Company, Erie Insurance Company of New York and Erie Family Life Insurance Company. According to A.M. Best Company, Erie Insurance Group, based in Erie, Pennsylvania, is the 15th largest automobile insurer in the United States based on direct premiums written and the 23rd largest property/casualty insurer in the United States based on

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total lines net premium written. The Group, rated A+ (Superior) by A.M. Best Company, has almost 3.8 million policies in force and operates in 11 states and the District of Columbia. Erie Insurance Group ranked 425 on the FORTUNE 500 and Erie Indemnity Company is included in Forbes Magazine’s PLATINUM 400 list of the best-managed companies in America.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain forward-looking statements contained herein involve risks and uncertainties, including whether the conditions to the tender offer will be satisfied and, following the consummation of the tender offer and the merger, Erie Indemnity’s ability to enhance Erie Family Life’s business, general economic factors, capital market conditions and general industry trends. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions. These forward-looking statements reflect current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that may cause results to differ materially from those anticipated in those statements.

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EX-99.A.2

Exhibit (a)(2)

Date:	March 21, 2006
To:	Erie Employees and Agents
From:	Jeff Ludrof
Re:	Erie Family Life

Since its formation in 1967, Erie Family Life has been an integral part of the Erie Insurance Group. In its nearly 40 years of operation, Erie Family Life has grown from a fledgling life insurer to a significant life insurance provider with more than $32 billion in life insurance in force and total assets of approximately $1.8 billion (as of December 31, 2005).

Although Erie Indemnity Company and Erie Insurance Exchange own 75.1% of EFL’s outstanding shares, Erie Family Life remains a public company, which means that shares of its stock are publicly traded. Unlike Erie Indemnity Company, which is listed on the NASDAQ Stock Market, Erie Family Life shares trade in the Over-the-Counter Bulletin Board (OTC Bulletin Board) market. Erie Family Life stock has a low trading volume and the stock has limited liquidity.

Erie Indemnity Company and Erie Insurance Exchange today announced their intention to tender for all of the outstanding publicly held shares of Erie Family Life. Among many factors considered, completion of the tender offer will eliminate the significant and increasing cost of maintaining the public company status of Erie Family Life, especially after the enactment of Sarbanes-Oxley. In addition, we believe that the transaction will ultimately permit Erie Family Life to better pursue new business and growth opportunities.

Erie Family Life remains important to our Regional Gem strategy and we believe that, moving forward, Erie Family Life will continue to be a strong contributor to the Erie Insurance Group.

If you receive any inquiries involving this matter, please do not comment and direct those inquiries to Jan R. VanGorder, senior executive vice president, secretary and general counsel.

Neither Erie Indemnity Company nor Erie Insurance Exchange has commenced the tender offer to which this communication relates. Shareholders of Erie Family Life Insurance Company are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission when they become available, because they will contain important information. Erie Family Life Insurance Company shareholders will be able to receive such documents free of charge at the Securities and Exchange Commission’s Web Site, www.sec.gov, or from Erie Indemnity Company at 100 Erie Insurance Place, Erie, Pa. 16530, Attention: Investor Relations.

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