FORM 10-Q/A

                       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 March 31, 2001

Commission file number 0-24000


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

             PENNSYLVANIA                                 25-0466020
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  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                       Identification No.)


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

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


                            Not  applicable
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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  issuer's
     classes of common stock, as of the latest practical date.

                  Class    A Common Stock, no par value,  with a stated value of
                           $.0292 per share-- 64,031,223 shares as  of April 19,
                           2001.

                  Class    B Common Stock, no par value,  with a stated value of
                           $70 per share-- 3,070 shares as April 19, 2001.

     The  common  stock is the  only  class of stock the Registrant is presently
     authorized to issue.




The Registrant  hereby amends the following item of its Quarterly Report of Form
10-Q for the Quarter  ended  March 31,  2001 as set forth in the pages  attached
hereto.


To correct the reported number of Class A shares outstanding  on April 19, 2001.
The amount  reported on Form 10-Q included the conversion of Class B shares (one
share of Class B for 2,400 shares of Class A) to Class A shares.

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Signature


Pursuant  to  Section  15(d) of  the  Securities and  Exchange Act  of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned, thereunto duly authorized.

                         Sincerely,

                         ERIE INDEMNITY COMPANY

                         /s/  Philip A. Garcia
                         ---------------------
                         Philip A. Garcia
                         Senior Vice President & Controller


April 20, 2001

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