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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). o Form 3 Holdings Reported ox Form 4 Transactions Reported

Name and Address of Reporting
Person*

Issuer Name and Ticker or Trading
Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Maguire, James, J

(Last) (First) (Middle)

Philadelphia Consolidated Holding Corp. (PHLY)

Suite 100 One Bala Plaza

Statement for Month/Year

If Amendment, Date of Original (Month/Year)

12/31/2002

(Street)

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

Individual or Joint/Group Reporting
(Check Applicable Line)

Bala Cynwyd, PA 19004

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

President & CEO

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security (Instr. 3)

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

Transaction Code (Instr. 8)

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4)

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Common Stock (no par value)

06/13/2002

15,000

$42.61

Note 1

Common Stock (no par value)

378,364

Note 2

Common Stock (no par value)

168,601

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security (Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date (Month/Day/Year)

3A.

Deemed Execution Date, if any (Month/Day/Year)

Transaction Code (Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

(A)

(D)

Stock Option (Right to Buy)

$40.21

06/04/2002

25,000

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned - Continued (e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and Expiration Date (Month/Day/Year)

Title and Amount of Underlying Securities (Instr. 3 and 4)

Price of Derivative Security (Instr. 5)

Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10.

Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

06/04/2007

06/04/2112

Common Stock (No Par Value)

25,000

Note 1

419,150

Explanation of Responses:

Note 1: ~~There~~The ~~was~~shares nodisposed ~~consideration~~of ~~paid~~were shares held in trust for the benefit of Ms. Susan McKeon for which Mr. James J. Maguire, Jr. is co-trustee of the trust. Note 2: The Reporting Person is co-trustee of family trusts which hold 378,364 shares of the Company's common stock. The Reporting Person disclaims beneficial ownership of these shares.

Craig P. Keller, Attorney-In-Fact		2/1213/2003
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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Filing Compare · MAGUIRE JAMES J JR