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):   October 31, 2008

Philadelphia Consolidated Holding Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Pennsylvania 0-22280 23-2202671
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania   19004
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   610-617-7900

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 23, 2008, Philadelphia Consolidated Holding Corp. (the "Company") and Tokio Marine Holdings, Inc. ("Tokio Marine") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which a wholly owned subsidiary of Tokio Marine would (subject to the satisfaction of various closing conditions) merge with and into the Company and Tokio Marine would acquire all outstanding shares of the Company for $61.50 per share in cash. As previously announced, Tokio Marine received approval of its proposed acquisition of control of the Company from the Insurance Commissioner of the Commonwealth of Pennsylvania on October 3, 2008 and the Company's shareholders approved the Merger Agreement at the special meeting of the shareholders of the Company that was held on October 23, 2008. On October 31, 2008, the Florida Office of Insurance Regulation approved Tokio Marine’s proposed acquisition of control of the Company.

The closing of the merger remains subject to, among other things, regulatory approval of the proposed merger transaction by the Financial Services Agency of Japan. The Company and Tokio Marine continue to expect that the closing of the merger will occur in the fourth quarter of 2008.





SIGNATURES

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.

         
    Philadelphia Consolidated Holding Corp.
          
November 3, 2008   By:   Craig P. Keller
       
        Name: Craig P. Keller
        Title: Executive Vice President, Secretary, Treasurer and Chief Financial Officer
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