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): February 7, 2006

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2006, the Company granted stock appreciation rights ("SARS") relating to: 90,000 shares of its common stock to its Chief Executive Officer, James J. Maguire, Jr., and 60,000 shares of its common stock to each of Craig P. Keller, Sean S. Sweeney and Christopher J. Maguire, Executive Vice Presidents of the Company. These rights give such officers, subject to the terms and conditions of the grant document, the right to share in the appreciation of the Company’s common stock over $32.99 a share, being the closing price of the Company’s common stock on NASDAQ on February 7, 2006, the date of the grant of such rights (such dollar amount and the amount of shares referred to above are adjusted to take into account a three for one split of the Company’s common stock in March 2006).

The officers’ right to receive benefits under such grants are subject to the vesting provisions of the grant document. Any amounts earned by the recipients of the SARS will be settled in the Company’s common stock.

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.
February 26, 2007	By:	Craig P. Keller
		Name: Craig P. Keller
		Title: Executive Vice President, Secretary, Treasurer and Chief Financial Officer