8-K

                                  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): May 27, 2004

                             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.

On May 27, 2004 Erie Indemnity  Company issued a press release which is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.


Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

Exhibit Number        Description
- --------------        -----------
99.1                  Press release dated May 27, 2004


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                                    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: May 27, 2004                    /s/ Philip A. Garcia
                                -------------------------------
                         (Philip A. Garcia, Executive Vice President & CFO)


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EX-99

CONTACT: Mark Dombrowski, Corporate Communications
1-800-458-0811, ext. 2285 or 814/870-2285

For Immediate Release

                     Erie Indemnity Company Director resigns
                     Also extends to Erie Family Life Board

Erie,  Pa. - May 27,  2004 -  Samuel  P.  Katz,  president,  Wynnefield  Capital
Advisors,  Inc., today announced his resignation from the Erie Indemnity Company
Board  of  Directors,  effective  immediately.  In a  letter  to  the  Board  of
Directors, Mr. Katz cited personal reasons for his resignation.

The  Directors  of Erie  Indemnity  Company's  Board also  compose  the Board of
Directors for Erie Family Life Insurance Company,  an affiliated company of Erie
Indemnity and a member company of Erie Insurance Group.  Mr. Katz's  resignation
also applies to his board position with Erie Family Life Insurance Company.

On behalf of the  Board  and  Company  management,  Chairman  F.  William  Hirt,
expressed  appreciation for Mr. Katz's  dedicated  service to the Company during
his four-year tenure on the Board.

The Board's  independent  Nominating & Governance  Committee  has  initiated the
process to  determine  whether to fill the  vacated  position  prior to the 2005
Annual  Shareholders'  Meeting or reduce the number of directors  from 15 to 14.
Based on their  deliberations,  the committee will develop a recommendation  for
the full Board's consideration.

Erie Indemnity Company provides  management  services to the member companies of
the Erie Insurance Group, which includes the 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 16th  largest  automobile  insurer in the United
States based on direct premiums  written and the 20th largest  property/casualty
insurer in the United  States  based on total  lines net  premium  written.  The
Group,  rated A+  (Superior)  by A.M.  Best  Company,  has more than 3.7 million
policies in force and operates in 11 states and the  District of Columbia.  Erie
Insurance  Group  ranked  368 on the  FORTUNE  500  and is  included  in  Forbes
Magazine's PLATINUM 400 list of the best-managed companies in America.

News releases and more  information  about Erie Insurance Group are available at
http://www.erieinsurance.com
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"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995:  Certain  forward-looking  statements  contained  herein involve risks and
uncertainties.   These  statements  include  certain  discussions   relating  to
management fee revenue, cost of management operations, underwriting, premium and
investment  income  volume,  business  strategies,  profitability  and  business
relationships  and the  Company's  other  business  activities  during  2004 and
beyond. 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 the Company's
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.  Many of the factors that
will determine  future events or achievements  are beyond our ability to control
or predict.

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