As filed with the Securities and Exchange Commission on February 4, 2002
                                                          Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
                                 --------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                                 --------------------

                                 Erie Indemnity Company
                        ---------------------------------------
                (Exact Name of Registrant As Specified in Its Charter)

         Pennsylvania                                 25-0466020
 ---------------------------------         ------------------------------------
  (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)


                              --------------------

                             ERIE INDEMNITY COMPANY
                            LONG-TERM INCENTIVE PLAN
                            ------------------------
                              (Full Title of Plan)
                              --------------------

                           Jan R. Van Gorder, Esquire
                        Senior Executive Vice President,
                          Secretary and General Counsel
                             Erie Indemnity Company
                            100 Erie Insurance Place
                            Erie, Pennsylvania  16530
                       -----------------------------------
                     (Name and Address of Agent for Service)

                                 (814) 870-2000
                   ------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)
                              --------------------

                                    Copy to:
                          Frederick W. Dreher, Esquire
                                Duane Morris LLP
                             4200 One Liberty Place
                     Philadelphia, Pennsylvania  19103-7396
                                (215) 979-1234


<PAGE>

<TABLE>
<CAPTION>


                                           CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                      Proposed               Proposed
 Title of Securities         Amount To Be         Maximum Offering       Maximum Aggregate          Amount of
  To Be Registered           Registered(1)       Price Per Share(2)      Offering Price(2)      Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                          <C>                      <C>                    <C>                      <C>
Class A                      95,735 shares            $38.32                 $3,668,565.20            $338
Common Stock,
no par value
======================== ====================== ====================== ====================== ======================

<FN>
(1)  This   registration  statement   registers   additional   shares of Class A
     Common  Stock of  Registrant  to be  offered  and sold  under  Registrant's
     Long-Term  Incentive Plan (the "Plan").  This  registration  statement also
     registers such additional shares as may be required to be distributed under
     the Plan in the event of a stock dividend,  reverse stock split,  split-up,
     reclassification or other similar event.

(2)  Pursuant  to  paragraph  (h) of  Rule  457, the proposed  maximum  offering
     price per share and the proposed maximum aggregate offering price have been
     computed on the basis of $38.32 per share,  the average of the high and low
     prices of the Class A Common  Stock of  Registrant  on The Nasdaq  National
     Market on January 29, 2002.
</FN>

</TABLE>


<PAGE>


Introductory Statement Pursuant to General Instruction E to Form S-8

    The shares being registered hereunder constitute an additional 95,735 shares
of  Class  A  Common  Stock  of  Erie  Indemnity  Company  (the  "Company")  for
distribution  under the Erie  Indemnity  Company  Long-Term  Incentive Plan (the
"Plan"). On January 5, 2001, the Company previously  registered 32,449 shares of
Class A Common  Stock of the Company for offer and sale under the Plan under the
Securities  Act of 1933 on  Registration  Statement  No.  333-53318 on Form S-8.
Pursuant to General  Instruction E to Form S-8, with respect to the registration
of additional securities hereunder for distribution under the Plan, the contents
of the Company's Registration Statement No. 333-53318 are incorporated herein by
reference.


<PAGE>


                                  PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The  Annual  Report  on  Form  10-K  of Erie Indemnity Company (the
"Company")  for the fiscal year ended  December 31, 2000 as filed by the Company
with the  Securities and Exchange  Commission  (the  "Commission")  on March 23,
2001, as amended on Form 10-K /A as filed by the Company with the  Commission on
April 2, 2001;

         (b) The Company's Form 10-Q Report for the quarter ended March 31, 2001
as filed by the Company with the  Commission  on April 19,  2001,  as amended on
Form 10-Q/A as filed by the Company with the Commission on April 20, 2001;

         (c) The  Company's Form 10-Q Report for the quarter ended June 30, 2001
as filed by the Company with the Commission on July 19, 2001;

         (d) The Company's  Form 10-Q Report for the quarter ended September 30,
2001 as filed by the Company with the Commission on October 24, 2001;

         (e) The Company's Form  8-K Current Report as filed by the Company with
the Commission on December 12, 2001;

         (f) The Company's Form 8-K Current Report as filed by the  Company with
the Commission on January 23, 2002; and

         (g) The description of the Company's Class A Common Stock set forth in
the Company's Form 10/A Registration Statement  (Registration No. 0-24000) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with
the Commission on August 4, 1994 including any amendment or report filed for the
purpose of updating such description.

         All reports or other documents filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement,  in  each  case  filed  by  the  Company  prior  to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such  reports  and  documents.  Any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference,  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

<PAGE>

Item 8.  Exhibits.

4.1       Erie  Indemnity Company  Long-Term  Incentive  Plan.  (Incorporated by
          reference to the like-titled exhibit to the Company's Form 10-K Annual
          Report for the year ended  December  31,  1997 that was filed with the
          Commission on March 25, 1998.)

5.1       Opinion of Duane Morris LLP.

23.1      Consent  of  Duane  Morris  LLP  (included  in  their opinion filed as
          Exhibit 5.1).

23.2      Consent of Malin, Bergquist & Company, LLP.

24        Power of Attorney (included on the signature pages hereto).


<PAGE>


                              SIGNATURES

     Pursuant   to   the  requirements  of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Erie, Pennsylvania on January 31, 2002.

                                            ERIE INDEMNITY COMPANY

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

     Know  all  men  by   these   presents,  that   each  person whose signature
appears below  constitutes  and appoints Jan R. Van Gorder as such person's true
and lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place and stead, in any and all capacities to
sign any or all  amendments or  post-effective  amendments to this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>

        Signature                                       Title                         Date
--------------------------                  --------------------------------    ----------------
<S>                                         <C>                                 <C>
/s/ Jan R. Van Gorder                       Senior Executive Vice President,    January 31, 2002
--------------------------                  General Counsel,
Jan R. Van Gorder                           Secretary and Director
                                            (principal executive officer)


/s/ Philip A. Garcia                        Executive Vice President            January 31, 2002
--------------------------                  and Chief Financial Officer
Philip A. Garcia                            (principal financial officer)


/s/ Timothy G. NeCastro                     Senior Vice President               January 31, 2002
--------------------------                  and Controller
Timothy G. NeCastro                         (principal accounting officer)


/s/ Stephen A. Milne                        Director                            January 31, 2002
--------------------------
Stephen A. Milne

/s/ Samuel P. Black, III                    Director                            January 23, 2002
--------------------------
Samuel P. Black, III


/s/ J. Ralph Borneman, Jr.                  Director                            January 31, 2002
--------------------------
J. Ralph Borneman, Jr.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

        Signature                                       Title                         Date
--------------------------                  --------------------------------    ----------------
<S>                                         <C>                                 <C>
/s/ Partricia Garrison-Corbin               Director                            January 31, 2002
-----------------------------
Patricia Garrison-Corbin


/s/ Susan Hirt Hagen                        Director                            January 27, 2002
-----------------------------
Susan Hirt Hagen


/s/ F. William Hirt                         Director                            January 23, 2002
------------------------------
F. William Hirt


                                            Director                            January   , 2002
-----------------------------
Samuel P. Katz


                                            Director                            January   , 2002
-----------------------------
Claude C. Lilly, III


                                            Director                            January   , 2002
-----------------------------
Henry N. Nassau


/s/ John M. Petersen                        Director                            January 31, 2002
-----------------------------
John M. Petersen


/s/ Robert C. Wilburn                       Director                            January 31, 2002
-----------------------------
Robert C. Wilburn

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                      EXHIBIT INDEX

                        (Pursuant to Item 601 of Regulation S-K)


Exhibit No.                         Exhibit                                        Reference
<S>               <C>                                                           <C>
4.1               Erie Indemnity Company Long-Term Incentive Plan.                   *

5.1               Opinion of Duane Morris LLP.                                  Filed herewith

23.1              Consent of Duane Morris LLP (included in
                  their opinion filed as Exhibit 5.1).

23.2              Consent of Malin, Bergquist & Company, LLP.                   Filed herewith

24                Power of Attorney (see page II-3 of this Registration
                  Statement).

--------------------------

<FN>
*         Incorporated   by   reference  to  the   like-titled  exhibit  to  the
          Company's Form 10-K Annual Report for the year ended December 31, 1997
          that was filed with the Commission on March 25, 1998.
</FN>

</TABLE>
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{"company-data": {"conformed-name": "ERIE INDEMNITY CO", "cik": "0000922621", "assigned-sic": "6411", "irs-number": "250466020", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82062", "film-number": "02525876"}, "business-address": {"street1": "100 ERIE INSURANCE PL", "city": "ERIE", "state": "PA", "zip": "16530", "phone": "8148702000"}, "mail-address": {"street1": "100 ERIE INSURANCE PLACE", "city": "ERIE", "state": "PA", "zip": "16530"}}
As filed with the Securities and Exchange Commission on February 4, 2002
                                                          Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
                                 --------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                                 --------------------

                                 Erie Indemnity Company
                        ---------------------------------------
                (Exact Name of Registrant As Specified in Its Charter)

         Pennsylvania                                 25-0466020
 ---------------------------------         ------------------------------------
  (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)

                              --------------------

                             ERIE INDEMNITY COMPANY
                            LONG-TERM INCENTIVE PLAN
                            ------------------------
                              (Full Title of Plan)
                              --------------------

                           Jan R. Van Gorder, Esquire
                        Senior Executive Vice President,
                          Secretary and General Counsel
                             Erie Indemnity Company
                            100 Erie Insurance Place
                            Erie, Pennsylvania  16530
                       -----------------------------------
                     (Name and Address of Agent for Service)

                                 (814) 870-2000
                   ------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)
                              --------------------

                                    Copy to:
                          Frederick W. Dreher, Esquire
                                Duane Morris LLP
                             4200 One Liberty Place
                     Philadelphia, Pennsylvania  19103-7396
                                (215) 979-1234
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                      Proposed               Proposed
 Title of Securities         Amount To Be         Maximum Offering       Maximum Aggregate          Amount of
  To Be Registered           Registered(1)       Price Per Share(2)      Offering Price(2)      Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Class A                      95,735 shares            $38.32                 $3,668,565.20            $338
Common Stock,
no par value
======================== ====================== ====================== ====================== ======================
(1)  This   registration  statement   registers   additional   shares of Class A
     Common  Stock of  Registrant  to be  offered  and sold  under  Registrant's
     Long-Term  Incentive Plan (the "Plan").  This  registration  statement also
     registers such additional shares as may be required to be distributed under
     the Plan in the event of a stock dividend,  reverse stock split,  split-up,
     reclassification or other similar event.

(2)  Pursuant  to  paragraph  (h) of  Rule  457, the proposed  maximum  offering
     price per share and the proposed maximum aggregate offering price have been
     computed on the basis of $38.32 per share,  the average of the high and low
     prices of the Class A Common  Stock of  Registrant  on The Nasdaq  National
     Market on January 29, 2002.
Introductory Statement Pursuant to General Instruction E to Form S-8

    The shares being registered hereunder constitute an additional 95,735 shares
of  Class  A  Common  Stock  of  Erie  Indemnity  Company  (the  "Company")  for
distribution  under the Erie  Indemnity  Company  Long-Term  Incentive Plan (the
"Plan"). On January 5, 2001, the Company previously  registered 32,449 shares of
Class A Common  Stock of the Company for offer and sale under the Plan under the
Securities  Act of 1933 on  Registration  Statement  No.  333-53318 on Form S-8.
Pursuant to General  Instruction E to Form S-8, with respect to the registration
of additional securities hereunder for distribution under the Plan, the contents
of the Company's Registration Statement No. 333-53318 are incorporated herein by
reference.
PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The  Annual  Report  on  Form  10-K  of Erie Indemnity Company (the
"Company")  for the fiscal year ended  December 31, 2000 as filed by the Company
with the  Securities and Exchange  Commission  (the  "Commission")  on March 23,
2001, as amended on Form 10-K /A as filed by the Company with the  Commission on
April 2, 2001;

         (b) The Company's Form 10-Q Report for the quarter ended March 31, 2001
as filed by the Company with the  Commission  on April 19,  2001,  as amended on
Form 10-Q/A as filed by the Company with the Commission on April 20, 2001;

         (c) The  Company's Form 10-Q Report for the quarter ended June 30, 2001
as filed by the Company with the Commission on July 19, 2001;

         (d) The Company's  Form 10-Q Report for the quarter ended September 30,
2001 as filed by the Company with the Commission on October 24, 2001;

         (e) The Company's Form  8-K Current Report as filed by the Company with
the Commission on December 12, 2001;

         (f) The Company's Form 8-K Current Report as filed by the  Company with
the Commission on January 23, 2002; and

         (g) The description of the Company's Class A Common Stock set forth in
the Company's Form 10/A Registration Statement  (Registration No. 0-24000) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with
the Commission on August 4, 1994 including any amendment or report filed for the
purpose of updating such description.

         All reports or other documents filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement,  in  each  case  filed  by  the  Company  prior  to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such  reports  and  documents.  Any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference,  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 8.  Exhibits.

4.1       Erie  Indemnity Company  Long-Term  Incentive  Plan.  (Incorporated by
          reference to the like-titled exhibit to the Company's Form 10-K Annual
          Report for the year ended  December  31,  1997 that was filed with the
          Commission on March 25, 1998.)

5.1       Opinion of Duane Morris LLP.

23.1      Consent  of  Duane  Morris  LLP  (included  in  their opinion filed as
          Exhibit 5.1).

23.2      Consent of Malin, Bergquist & Company, LLP.

24        Power of Attorney (included on the signature pages hereto).
SIGNATURES

     Pursuant   to   the  requirements  of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Erie, Pennsylvania on January 31, 2002.

                                            ERIE INDEMNITY COMPANY

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

     Know  all  men  by   these   presents,  that   each  person whose signature
appears below  constitutes  and appoints Jan R. Van Gorder as such person's true
and lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place and stead, in any and all capacities to
sign any or all  amendments or  post-effective  amendments to this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                                       Title                         Date
--------------------------                  --------------------------------    ----------------
/s/ Jan R. Van Gorder                       Senior Executive Vice President,    January 31, 2002
--------------------------                  General Counsel,
Jan R. Van Gorder                           Secretary and Director
                                            (principal executive officer)

/s/ Philip A. Garcia                        Executive Vice President            January 31, 2002
--------------------------                  and Chief Financial Officer
Philip A. Garcia                            (principal financial officer)

/s/ Timothy G. NeCastro                     Senior Vice President               January 31, 2002
--------------------------                  and Controller
Timothy G. NeCastro                         (principal accounting officer)

/s/ Stephen A. Milne                        Director                            January 31, 2002
--------------------------
Stephen A. Milne

/s/ Samuel P. Black, III                    Director                            January 23, 2002
--------------------------
Samuel P. Black, III

/s/ J. Ralph Borneman, Jr.                  Director                            January 31, 2002
--------------------------
J. Ralph Borneman, Jr.
Signature                                       Title                         Date
--------------------------                  --------------------------------    ----------------
/s/ Partricia Garrison-Corbin               Director                            January 31, 2002
-----------------------------
Patricia Garrison-Corbin

/s/ Susan Hirt Hagen                        Director                            January 27, 2002
-----------------------------
Susan Hirt Hagen

/s/ F. William Hirt                         Director                            January 23, 2002
------------------------------
F. William Hirt

                                            Director                            January   , 2002
-----------------------------
Samuel P. Katz

                                            Director                            January   , 2002
-----------------------------
Claude C. Lilly, III

                                            Director                            January   , 2002
-----------------------------
Henry N. Nassau

/s/ John M. Petersen                        Director                            January 31, 2002
-----------------------------
John M. Petersen

/s/ Robert C. Wilburn                       Director                            January 31, 2002
-----------------------------
Robert C. Wilburn
EXHIBIT INDEX

                        (Pursuant to Item 601 of Regulation S-K)

Exhibit No.                         Exhibit                                        Reference
4.1               Erie Indemnity Company Long-Term Incentive Plan.                   *

5.1               Opinion of Duane Morris LLP.                                  Filed herewith

23.1              Consent of Duane Morris LLP (included in
                  their opinion filed as Exhibit 5.1).

23.2              Consent of Malin, Bergquist & Company, LLP.                   Filed herewith

24                Power of Attorney (see page II-3 of this Registration
                  Statement).

--------------------------
*         Incorporated   by   reference  to  the   like-titled  exhibit  to  the
          Company's Form 10-K Annual Report for the year ended December 31, 1997
          that was filed with the Commission on March 25, 1998.