Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HAGEN SUSAN HIRT
  2. Issuer Name and Ticker or Trading Symbol
ERIE INDEMNITY CO [ERIE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
100 STATE STREET, SUITE 440
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2012
(Street)

ERIE, PA 16507
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock               6,658,800 (1) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Directors' Deferred Compensation Phantom Units (2) 01/23/2012   J(3)   62.835     (4)   (5) Class A Common Stock 62.835 (6) $ 75.73 8,370.6581 (6) D  
Class B Common Stock (7)               (7)   (7) Class A Common Stock 28,800 (8)   12 (8) D  
Class B Common Stock (7)               (7)   (7) Class A Common Stock 2,808,000 (8)   1,170 (8) I Beneficiary & Trustee, Trust
Class B Common Stock (7)               (7)   (7) Class A Common Stock 2,808,000 (8)   1,170 (8) I Contingency Beneficiary & Trustee, Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HAGEN SUSAN HIRT
100 STATE STREET, SUITE 440
ERIE, PA 16507
  X      

Signatures

 Linda A. Etter, Power of Attorney   01/24/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) (a) 6,658,500 of these shares are held in a Grantor and Beneficiary, Revocable Trust (b) The reporting person's husband, Thomas B. Hagen, an ERIE Director, disclaims beneficial ownership of these shares, and the reporting person herself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by her husband, including any Class A and Class B shares held by the Hagen FLP of which the reporting person is a limited partner.
(2) Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
(3) Acquired under dividend reinvestment for Directors' Deferred Compensation Plan
(4) The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There is no exercisable date for these securities.
(5) The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There is no expiration date for these securities.
(6) The reporting person's husband, Thomas B. Hagen, an ERIE Director, disclaims beneficial ownership of these shares, and the reporting person herself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by her husband, including any Class A and Class B shares held by the Hagen FLP of which the reporting person is a limited partner.
(7) Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.
(8) (a) The reporting person's husband, Thomas B. Hagen, an ERIE Director, disclaims beneficial ownership of these shares, and the reporting person herself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by her husband, including any Class A and Class B shares held by the Hagen FLP of which the reporting person is a limited partner. (b) Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.

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