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 23, 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.

As previously announced 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. On October 23, 2008, the Company issued a press release announcing that at its Special Meeting of Shareholders on October 23, 2008, shareholders approved a proposal to adopt the Merger Agreement. Over 77% of the outstanding shares of Company common stock voted on the proposal to adopt the Merger Agreement at the Special Meeting, and over 99% of these votes were in favor of the proposal. A copy of that press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No. Description
99.1 Press Release dated October 23, 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.
October 23, 2008	By:	Craig P. Keller
		Name: Craig P. Keller
		Title: Executive Vice President, Secretary, Treasurer and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated October 23, 2008