<PAGE>


                                                     Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933


                     PHILADELPHIA CONSOLIDATED HOLDING CORP.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                23-2202671
  --------------------------------       ------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)



           One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania   19004
           ------------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)

                     Philadelphia Consolidated Holding Corp.
  Employee's Stock Option Plan (Amended and Restated effective March 24, 2002)
  ----------------------------------------------------------------------------
                            (Full title of the plan)

                              Mr. James J. Maguire,
                             Chief Executive Officer
                                       or
                         Mr. Craig P. Keller, Secretary
                     Philadelphia Consolidated Holding Corp.
                            One Bala Plaza, Suite 100
                         Bala Cynwyd, Pennsylvania 19004
                         -------------------------------
                     (Name and address of agent for service)

                                 (610) 617-7900
     -----------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                           Michael M. Sherman, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                          1650 Arch Street - 22nd Floor
                           Philadelphia, PA 19103-2097
                                 (215) 977-2236
                               FAX: (215) 977-2334
<PAGE>
                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                        Proposed          Proposed
   Title of                              Maximum           Maximum          Amount of
Securities to be      Amount to be    Offering Price      Aggregate       Registration
  Registered         Registered(1)     Per Share(2)     Offering Price         Fee
  ----------         -------------     ------------     --------------         ---
<S>                  <C>              <C>               <C>               <C>
Common Stock,          1,025,000          $46.96         $48,134,000        $4,428.33
No par value
--------------------------------------------------------------------------------------
</TABLE>


(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         registration statement also covers such additional shares as may
         hereafter be offered or issued to prevent dilution resulting from stock
         splits, stock dividends, recapitalizations or certain other capital
         adjustments.

(2)      Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee, based
         on the average of the high and low prices of Philadelphia Consolidated
         Holdings Corp.'s common stock on the Nasdaq National Market on June 21,
         2002.



                                      -2-
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Information required by Part I of Form S-8 shall be included in
documents to be sent or given to participants in the Philadelphia Consolidated
Holding Corp. Employee's Stock Option Plan (Amended and Restated Effective March
24, 2002) pursuant to Rule 428(b)(1)(i) under the Securities Act of 1933.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant are incorporated by reference in
this registration statement:

         -        the registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2001;

         -        the registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 2002;

         -        the registrant's Current Report on Form 8-K filed with the
                  Commission on February 6, 2002;

         -        the description of the registrant's common stock, no par
                  value, contained in the registrant's registration statement on
                  Form 8A/A, dated September 13, 1993, including any subsequent
                  amendments or reports filed for the purpose of updating that
                  description; and

         -        all documents subsequently filed by the registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  which indicates that all securities offered hereby have been
                  sold or which deregisters all securities offered hereby then
                  remaining unsold, which shall be deemed to be incorporated
                  herein by reference and to be a part hereof from the date of
                  filing of such document.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      -3-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subchapter D (Sections 1741 through 1750) of Chapter 17 the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.

         Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify Representatives under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative or corporate actions), to
which any of them is a party or threatened to be made a party by reason of his
or her being a Representative of the corporation or serving at the request of
the corporation as a Representative of another corporation, partnership, joint
venture, trust or other enterprise, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful.

         Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section 1743 provides that indemnification against actual and
reasonable expenses is mandatory to the extent that a Representative has been
successful on the merits or otherwise in defense of any such action or
proceeding referred to in Section 1741 or 1742.

         Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
a Representative is proper because the Representative met the applicable
standard of conduct. Section 1744 further provides that such determination will
be made by the board of directors by a majority vote of a quorum consisting of
directors not parties to the action or proceeding; if a quorum is not obtainable
or if obtainable and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel; or by the shareholders.

         Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that
such Representative is not entitled to be indemnified by the corporation.


                                      -4-
<PAGE>
         Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such Representative's official
capacity and as to action in another capacity while holding that office.

         Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by such
Representative in his or her capacity as a Representative, whether or not the
corporation would have the power to indemnify such Representative against that
liability under Subchapter D of Chapter 17 of the BCL.

         Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, and
to service as a representative of a corporation or an employee benefit plan.

         Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter D of Chapter 17 of the
BCL shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representative of such person.

         Section 9 of Article IV of Philadelphia Consolidated Holding Corp.'s
By-Laws provides indemnification to directors for all actions taken by them and
for all failures to take action to the fullest extent permitted by Pennsylvania
law against all expense, liability and loss reasonably incurred or suffered by
them in connection with any threatened, pending or completed action, suit or
proceeding (including, without limitation, an action, suit or proceeding by or
in the right of Philadelphia Consolidated Holding Corp.), whether civil,
criminal, administrative, investigative or through arbitration. Section 9 of
Article IV of the By-Laws also permits Philadelphia Consolidated Holding Corp.,
by action of its board of directors, to indemnify officers, employees and other
persons to the same extent as directors. Section 9 of Article IV of the By-Laws
also provides that no director of Philadelphia Consolidated Holding Corp. shall
be personally liable for monetary damages as such for any action taken or any
failure to take any action unless: (a) the director has breached or failed to
perform the duties of his or her office under Section 1721 of the BCL; and (b)
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however, that these provisions shall not apply to the
responsibility or liability of a director pursuant to any criminal statute, or
to the liability of a director for the payment of taxes pursuant to local, state
or federal law. The provisions of Section 9 of Article IV of the By-Laws
relating to the limitation of directors' liability, to indemnification and to
the advancement of expenses constitute a contract between Philadelphia
Consolidated Holding Corp. and each of its directors which may be modified as to
any director only with that director's consent or as otherwise specifically
provided in Section 9. Any repeal or amendment of Section 9 of Article IV of the
By-Laws which is adverse to any director will apply to such


                                      -5-
<PAGE>
director only on a prospective basis, and will not reduce any limitation on the
personal liability of a director of Philadelphia Consolidated Holding Corp., or
limit the rights of an indemnitee to indemnification or to the advancement of
expenses with respect to any action or failure to act occurring prior to the
time of such repeal or amendment. No repeal or amendment of the By-Laws will
affect any or all of Section 9 of Article IV so as either to reduce the
limitation of directors' liability or limit indemnification or the advancement
of expenses in any manner unless adopted by the unanimous vote of the directors
of Philadelphia Consolidated Holding Corp. then serving or the affirmative vote
of shareholders entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of directors.

         Section 9 of Article IV further permits Philadelphia Consolidated
Holding Corp. to maintain insurance, at its expense, for the benefit of any
person on behalf of whom insurance is permitted to be purchased by Pennsylvania
law against any such expenses, liability or loss, whether or not Philadelphia
Consolidated Holding Corp. would have the power to indemnify such person against
such expense, liability or loss under Pennsylvania or other law. Philadelphia
Consolidated Holding Corp. has purchased directors' and officers' liability
insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.


<TABLE>
<CAPTION>
Exhibit
  No.                        Description of Exhibit
  ---                        ----------------------
<S>        <C>

  4        Philadelphia Consolidated Holding Corp. Employee's Stock Option Plan (Amended and Restated Effective March 24, 2002).

  5        Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.

 23.1      Consent of PricewaterhouseCoopers LLP.

 23.2      Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained in the opinion filed as Exhibit 5).

  24       Power of Attorney (contained on the signature page of this registration statement).
</TABLE>


ITEM 9. UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;



                                      -6-
<PAGE>
                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such


                                      -7-
<PAGE>
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      -8-
<PAGE>
                        SIGNATURES AND POWER OF ATTORNEY


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bala Cynwyd, Commonwealth of Pennsylvania, on this
26th day of June, 2002.


                                      PHILADELPHIA CONSOLIDATED HOLDING CORP.


                                      By:  /s/  James J. Maguire
                                           ----------------------------------
                                           James J. Maguire
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Maguire and Craig P. Keller, and
each of them, the undersigned's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments to this registration statement (including, without limitation,
post-effective amendments to this registration statement), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on the date indicated.


<TABLE>
<CAPTION>
Signature                             Title                                      Date
---------                             -----                                      ----
<S>                                   <C>                                      <C>
/s/  James J. Maguire                 Chairman of the Board of Directors,      June 26, 2002
--------------------------------      Chief Executive Officer and Director
James J. Maguire                      (Principal Executive Officer)

/s/  James J. Maguire, Jr.            President, Chief Operating Officer       June 26, 2002
--------------------------------      and Director
James J. Maguire, Jr.

/s/  Craig P. Keller                  Senior Vice President, Secretary,        June 26, 2002
--------------------------------      Treasurer and Chief Financial
Craig P. Keller                       Officer (Principal Financial and
                                      Accounting Officer)

</TABLE>



                                      -9-

<PAGE>
<TABLE>
<S>                                   <C>                                      <C>
/s/  Sean S. Sweeney                  Executive Vice President and             June 26, 2002
--------------------------------      Director
Sean S. Sweeney

/s/  Elizabeth H. Gemmill             Director                                 June 26, 2002
--------------------------------
Elizabeth H. Gemmill

/s/  William J. Henrich, Jr.          Director                                 June 26, 2002
--------------------------------
William J. Henrich, Jr.

/s/  Paul R. Hertel, Jr.              Director                                 June 26, 2002
--------------------------------
Paul R. Hertel, Jr.

/s/  Thomas J. McHugh                 Director                                 June 20, 2002
--------------------------------
Thomas J. McHugh

/s/  Michael J. Morris                Director                                 June 26, 2002
--------------------------------
Michael J. Morris

/s/  Dirk Stuurop                     Director                                 June 11, 2002
--------------------------------
Dirk Stuurop

/s/  J. Eustace Wolfington            Director                                 June 26, 2002
--------------------------------
J. Eustace Wolfington

/s/  James L. Zech                    Director                                 June 26, 2002
--------------------------------
James L. Zech
</TABLE>



                                      -10-
<PAGE>
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.     DOCUMENT                                                                                  METHOD OF FILING
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                       <C>
  4             Philadelphia Consolidated Holding Corp. Employee's Stock Option Plan (Amended and                *
                Restated Effective March 24, 2002).

  5             Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.                                  *

 23.1           Consent of PricewaterhouseCoopers LLP.                                                           *

 23.2           Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained in the opinion filed               *
                as Exhibit 5).

  24            Power of Attorney (contained on the signature page of this registration statement).              *
</TABLE>


* Filed electronically herewith.



                                      -11-
[{"type": "S-8", "sequence": "1", "filename": "w61783bsv8.txt", "description": "PHILADELPHIA CONSOLIDATED FORM S-8", "secsgml_size_bytes": 25893}]
{"company-data": {"conformed-name": "PHILADELPHIA CONSOLIDATED HOLDING CORP", "cik": "0000909109", "assigned-sic": "6331", "irs-number": "232202671", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91218", "film-number": "02687813"}, "business-address": {"street1": "ONE BALA PLAZA", "street2": "SUITE 100", "city": "WYNNEWOOD", "state": "PA", "zip": "19004", "phone": "6106428400"}, "mail-address": {"street1": "ONE BALA PLAZA", "street2": "SUITE 100", "city": "BALA CYNWYD", "state": "PA", "zip": "19004"}, "former-company": {"former-conformed-name": "MAGUIRE HOLDING CORP", "date-changed": "19930714"}}
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                     PHILADELPHIA CONSOLIDATED HOLDING CORP.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                23-2202671
  --------------------------------       ------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

           One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania   19004
           ------------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)

                     Philadelphia Consolidated Holding Corp.
  Employee's Stock Option Plan (Amended and Restated effective March 24, 2002)
  ----------------------------------------------------------------------------
                            (Full title of the plan)

                              Mr. James J. Maguire,
                             Chief Executive Officer
                                       or
                         Mr. Craig P. Keller, Secretary
                     Philadelphia Consolidated Holding Corp.
                            One Bala Plaza, Suite 100
                         Bala Cynwyd, Pennsylvania 19004
                         -------------------------------
                     (Name and address of agent for service)

                                 (610) 617-7900
     -----------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                           Michael M. Sherman, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                          1650 Arch Street - 22nd Floor
                           Philadelphia, PA 19103-2097
                                 (215) 977-2236
                               FAX: (215) 977-2334
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------
                                        Proposed          Proposed
   Title of                              Maximum           Maximum          Amount of
Securities to be      Amount to be    Offering Price      Aggregate       Registration
  Registered         Registered(1)     Per Share(2)     Offering Price         Fee
  ----------         -------------     ------------     --------------         ---
Common Stock,          1,025,000          $46.96         $48,134,000        $4,428.33
No par value
--------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         registration statement also covers such additional shares as may
         hereafter be offered or issued to prevent dilution resulting from stock
         splits, stock dividends, recapitalizations or certain other capital
         adjustments.

(2)      Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee, based
         on the average of the high and low prices of Philadelphia Consolidated
         Holdings Corp.'s common stock on the Nasdaq National Market on June 21,
         2002.

                                      -2-
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I of Form S-8 shall be included in
documents to be sent or given to participants in the Philadelphia Consolidated
Holding Corp. Employee's Stock Option Plan (Amended and Restated Effective March
24, 2002) pursuant to Rule 428(b)(1)(i) under the Securities Act of 1933.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant are incorporated by reference in
this registration statement:

         -        the registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2001;

         -        the registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 2002;

         -        the registrant's Current Report on Form 8-K filed with the
                  Commission on February 6, 2002;

         -        the description of the registrant's common stock, no par
                  value, contained in the registrant's registration statement on
                  Form 8A/A, dated September 13, 1993, including any subsequent
                  amendments or reports filed for the purpose of updating that
                  description; and

         -        all documents subsequently filed by the registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  which indicates that all securities offered hereby have been
                  sold or which deregisters all securities offered hereby then
                  remaining unsold, which shall be deemed to be incorporated
                  herein by reference and to be a part hereof from the date of
                  filing of such document.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      -3-
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subchapter D (Sections 1741 through 1750) of Chapter 17 the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.

         Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify Representatives under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative or corporate actions), to
which any of them is a party or threatened to be made a party by reason of his
or her being a Representative of the corporation or serving at the request of
the corporation as a Representative of another corporation, partnership, joint
venture, trust or other enterprise, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful.

         Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section 1743 provides that indemnification against actual and
reasonable expenses is mandatory to the extent that a Representative has been
successful on the merits or otherwise in defense of any such action or
proceeding referred to in Section 1741 or 1742.

         Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
a Representative is proper because the Representative met the applicable
standard of conduct. Section 1744 further provides that such determination will
be made by the board of directors by a majority vote of a quorum consisting of
directors not parties to the action or proceeding; if a quorum is not obtainable
or if obtainable and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel; or by the shareholders.

         Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that
such Representative is not entitled to be indemnified by the corporation.

                                      -4-
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such Representative's official
capacity and as to action in another capacity while holding that office.

         Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by such
Representative in his or her capacity as a Representative, whether or not the
corporation would have the power to indemnify such Representative against that
liability under Subchapter D of Chapter 17 of the BCL.

         Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, and
to service as a representative of a corporation or an employee benefit plan.

         Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter D of Chapter 17 of the
BCL shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representative of such person.

         Section 9 of Article IV of Philadelphia Consolidated Holding Corp.'s
By-Laws provides indemnification to directors for all actions taken by them and
for all failures to take action to the fullest extent permitted by Pennsylvania
law against all expense, liability and loss reasonably incurred or suffered by
them in connection with any threatened, pending or completed action, suit or
proceeding (including, without limitation, an action, suit or proceeding by or
in the right of Philadelphia Consolidated Holding Corp.), whether civil,
criminal, administrative, investigative or through arbitration. Section 9 of
Article IV of the By-Laws also permits Philadelphia Consolidated Holding Corp.,
by action of its board of directors, to indemnify officers, employees and other
persons to the same extent as directors. Section 9 of Article IV of the By-Laws
also provides that no director of Philadelphia Consolidated Holding Corp. shall
be personally liable for monetary damages as such for any action taken or any
failure to take any action unless: (a) the director has breached or failed to
perform the duties of his or her office under Section 1721 of the BCL; and (b)
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however, that these provisions shall not apply to the
responsibility or liability of a director pursuant to any criminal statute, or
to the liability of a director for the payment of taxes pursuant to local, state
or federal law. The provisions of Section 9 of Article IV of the By-Laws
relating to the limitation of directors' liability, to indemnification and to
the advancement of expenses constitute a contract between Philadelphia
Consolidated Holding Corp. and each of its directors which may be modified as to
any director only with that director's consent or as otherwise specifically
provided in Section 9. Any repeal or amendment of Section 9 of Article IV of the
By-Laws which is adverse to any director will apply to such

                                      -5-
director only on a prospective basis, and will not reduce any limitation on the
personal liability of a director of Philadelphia Consolidated Holding Corp., or
limit the rights of an indemnitee to indemnification or to the advancement of
expenses with respect to any action or failure to act occurring prior to the
time of such repeal or amendment. No repeal or amendment of the By-Laws will
affect any or all of Section 9 of Article IV so as either to reduce the
limitation of directors' liability or limit indemnification or the advancement
of expenses in any manner unless adopted by the unanimous vote of the directors
of Philadelphia Consolidated Holding Corp. then serving or the affirmative vote
of shareholders entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of directors.

         Section 9 of Article IV further permits Philadelphia Consolidated
Holding Corp. to maintain insurance, at its expense, for the benefit of any
person on behalf of whom insurance is permitted to be purchased by Pennsylvania
law against any such expenses, liability or loss, whether or not Philadelphia
Consolidated Holding Corp. would have the power to indemnify such person against
such expense, liability or loss under Pennsylvania or other law. Philadelphia
Consolidated Holding Corp. has purchased directors' and officers' liability
insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
Exhibit
  No.                        Description of Exhibit
  ---                        ----------------------
4        Philadelphia Consolidated Holding Corp. Employee's Stock Option Plan (Amended and Restated Effective March 24, 2002).

  5        Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.

 23.1      Consent of PricewaterhouseCoopers LLP.

 23.2      Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained in the opinion filed as Exhibit 5).

  24       Power of Attorney (contained on the signature page of this registration statement).
ITEM 9. UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                                      -6-
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such

                                      -7-
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -8-
SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bala Cynwyd, Commonwealth of Pennsylvania, on this
26th day of June, 2002.

                                      PHILADELPHIA CONSOLIDATED HOLDING CORP.

                                      By:  /s/  James J. Maguire
                                           ----------------------------------
                                           James J. Maguire
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Maguire and Craig P. Keller, and
each of them, the undersigned's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments to this registration statement (including, without limitation,
post-effective amendments to this registration statement), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on the date indicated.
Signature                             Title                                      Date
---------                             -----                                      ----
/s/  James J. Maguire                 Chairman of the Board of Directors,      June 26, 2002
--------------------------------      Chief Executive Officer and Director
James J. Maguire                      (Principal Executive Officer)

/s/  James J. Maguire, Jr.            President, Chief Operating Officer       June 26, 2002
--------------------------------      and Director
James J. Maguire, Jr.

/s/  Craig P. Keller                  Senior Vice President, Secretary,        June 26, 2002
--------------------------------      Treasurer and Chief Financial
Craig P. Keller                       Officer (Principal Financial and
                                      Accounting Officer)
-9-
/s/  Sean S. Sweeney                  Executive Vice President and             June 26, 2002
--------------------------------      Director
Sean S. Sweeney

/s/  Elizabeth H. Gemmill             Director                                 June 26, 2002
--------------------------------
Elizabeth H. Gemmill

/s/  William J. Henrich, Jr.          Director                                 June 26, 2002
--------------------------------
William J. Henrich, Jr.

/s/  Paul R. Hertel, Jr.              Director                                 June 26, 2002
--------------------------------
Paul R. Hertel, Jr.

/s/  Thomas J. McHugh                 Director                                 June 20, 2002
--------------------------------
Thomas J. McHugh

/s/  Michael J. Morris                Director                                 June 26, 2002
--------------------------------
Michael J. Morris

/s/  Dirk Stuurop                     Director                                 June 11, 2002
--------------------------------
Dirk Stuurop

/s/  J. Eustace Wolfington            Director                                 June 26, 2002
--------------------------------
J. Eustace Wolfington

/s/  James L. Zech                    Director                                 June 26, 2002
--------------------------------
James L. Zech
-10-
EXHIBIT INDEX
EXHIBIT NO.     DOCUMENT                                                                                  METHOD OF FILING
--------------------------------------------------------------------------------------------------------------------------
4             Philadelphia Consolidated Holding Corp. Employee's Stock Option Plan (Amended and                *
                Restated Effective March 24, 2002).

  5             Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.                                  *

 23.1           Consent of PricewaterhouseCoopers LLP.                                                           *

 23.2           Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained in the opinion filed               *
                as Exhibit 5).

  24            Power of Attorney (contained on the signature page of this registration statement).              *
* Filed electronically herewith.

                                      -11-