<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q



              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                  For the Quarterly Period Ended March 31, 1997


                         COMMISSION FILE NUMBER 0-22280

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


     PENNSYLVANIA                                           23-2202671
(State of Incorporation)                       (IRS Employer Identification No.)


                            ONE BALA PLAZA, SUITE 100
                         BALA CYNWYD, PENNSYLVANIA 19004
                                 (610) 617-7900
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES /X/   NO / /

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 9, 1997.

Preferred Stock, $.01 par value, no shares outstanding
Common Stock, no par value, 6,089,560 shares outstanding




                                        1
<PAGE>   2
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
                                      INDEX

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997




<TABLE>
<S>                                                                                       <C>
Part I - Financial Information

         Consolidated Balance Sheets - March 31, 1997 and
           December  31, 1996                                                                    3

         Consolidated Statements of Operations - For the three
           months ended March 31, 1997 and 1996                                                  4

         Consolidated Statements of Changes in Shareholders' Equity - For the
           three months ended March 31, 1997 and year ended
           December 31, 1996                                                                     5

         Consolidated Statements of Cash Flows - For the three
           months ended March 31, 1997 and 1996                                                  6

         Notes to Consolidated Financial Statements                                              7

         Management's Discussion and Analysis of Results of Operations and
           Financial Condition                                                                  8-9

Part II - Other Information                                                                     10

Signatures                                                                                      11

Exhibits                                                                                        12
</TABLE>




                                        2
<PAGE>   3
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                         As of
                                                               --------------------------
                                                               March 31,     December 31,
                                                                 1997            1996
                                                               --------      ------------
                                                             (Unaudited)
<S>                                                          <C>             <C>
                          ASSETS
INVESTMENTS:
  FIXED MATURITIES AVAILABLE FOR SALE AT MARKET
      (AMORTIZED COST $148,394 AND $137,757)
      (including $24,323 and $24,867 in Trust Accounts)        $149,324        $141,236
  EQUITY SECURITIES AT MARKET (COST $21,486 AND $19,648)         28,585          27,342
                                                               --------        --------
      TOTAL INVESTMENTS ................................        177,909         168,578

CASH AND CASH EQUIVALENTS (including $1,207 and $1,224
  in Trust Accounts) ...................................          8,585          11,483
ACCRUED INVESTMENT INCOME ..............................          2,259           2,626
PREMIUMS RECEIVABLE ....................................         10,997           8,112
PREPAID REINSURANCE PREMIUMS AND REINSURANCE
  RECEIVABLES ..........................................         15,211          18,078
DEFERRED ACQUISITION COSTS .............................          9,862           9,033
PROPERTY AND EQUIPMENT .................................          5,568           5,226
GOODWILL-LESS ACCUMULATED AMORTIZATION OF
  $1,330 AND $1,313 ....................................            754             771
DEFERRED INCOME TAXES ..................................            279              --
OTHER ASSETS ...........................................          2,813           2,031
                                                               --------        --------
      TOTAL ASSETS .....................................       $234,237        $225,938
                                                               ========        ========

           LIABILITIES AND SHAREHOLDERS' EQUITY
POLICY LIABILITIES AND ACCRUALS:
  UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES .............       $102,071        $ 96,642
  UNEARNED PREMIUMS ....................................         35,153          33,154
                                                               --------        --------
      TOTAL POLICY LIABILITIES AND ACCRUALS ............        137,224         129,796

PREMIUMS PAYABLE .......................................            943             698
PAYABLE FOR INVESTMENT PURCHASES .......................          2,013              --
OTHER LIABILITIES ......................................          4,740           7,614
DEFERRED INCOME TAXES ..................................             --           1,240
INCOME TAXES PAYABLE ...................................          1,925             948
                                                               --------        --------
      TOTAL LIABILITIES ................................        146,845         140,296
                                                               --------        --------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  PREFERRED STOCK, $.01 PAR VALUE,
      10,000,000 SHARES AUTHORIZED,
      NONE ISSUED AND OUTSTANDING
  COMMON STOCK, NO PAR VALUE,
      50,000,000 SHARES AUTHORIZED, 6,082,810 AND
      6,039,806 SHARES ISSUED AND OUTSTANDING ..........         41,903          41,167
  NOTES RECEIVABLE FROM SHAREHOLDERS ...................         (1,457)           (924)
  UNREALIZED INVESTMENT APPRECIATION (DEPRECIATION),
      NET OF DEFERRED INCOME TAXES .....................          5,299           7,374
  RETAINED EARNINGS ....................................         41,647          38,025
                                                               --------        --------
      TOTAL SHAREHOLDERS' EQUITY .......................         87,392          85,642
                                                               --------        --------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......       $234,237        $225,938
                                                               ========        ========
</TABLE>



   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       3
<PAGE>   4
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                  For the Three Months
                                                     Ended March 31,
                                                 1997               1996
                                                 ----               ----
<S>                                           <C>              <C>
REVENUE:
  GROSS EARNED PREMIUMS ...............       $   32,617        $   25,438
  CEDED EARNED PREMIUMS ...............          (10,229)           (9,621)
                                              ----------        ----------
  NET EARNED PREMIUMS .................           22,388            15,817
  NET INVESTMENT INCOME ...............            2,211             1,846
  NET REALIZED INVESTMENT GAIN (LOSS) .               28               (27)
  OTHER INCOME ........................               57                48
                                              ----------        ----------
      TOTAL REVENUE ...................           24,684            17,684
                                              ----------        ----------

LOSSES AND EXPENSES:
  LOSS AND LOSS ADJUSTMENT EXPENSES ...           13,385             9,979
  NET REINSURANCE RECOVERIES ..........             (904)           (1,305)
                                              ----------        ----------
  NET LOSS AND LOSS ADJUSTMENT EXPENSES           12,481             8,674
  ACQUISITION COSTS AND OTHER
    UNDERWRITING EXPENSES .............            6,946             5,107
  OTHER OPERATING EXPENSES ............              523               400
                                              ----------        ----------
      TOTAL LOSSES AND EXPENSES .......           19,950            14,181
                                              ----------        ----------

INCOME BEFORE INCOME TAXES ............            4,734             3,503
                                              ----------        ----------

INCOME TAX EXPENSE (BENEFIT):
  CURRENT .............................            1,562               839
  DEFERRED ............................             (450)              (51)
                                              ----------        ----------
      TOTAL INCOME TAX EXPENSE ........            1,112               788
                                              ----------        ----------

       NET INCOME .....................       $    3,622        $    2,715
                                              ==========        ==========

PER AVERAGE COMMON SHARE DATA:
  NET INCOME ..........................       $     0.49        $     0.39
                                              ==========        ==========

WEIGHTED AVERAGE SHARES AND SHARE
 EQUIVALENTS USED IN COMPUTATION OF NET
 INCOME PER COMMON SHARE ..............        7,351,695         7,000,213
                                              ==========        ==========
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.



                                       4
<PAGE>   5
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)



<TABLE>
<CAPTION>
                                                             For the Three Months      For the Year Ended
                                                                 Ended March 31,            December 31,
                                                                      1997                      1996
                                                                      ----                      ----
                                                                   (Unaudited)
<S>                                                          <C>                       <C>
COMMON SHARES:
    BALANCE AT BEGINNING OF PERIOD .................                6,039,806                 5,813,851
    ISSUANCE OF SHARES
       PURSUANT TO EMPLOYEE STOCK PURCHASE PLAN ....                   30,504                    78,455
       PURSUANT TO EMPLOYEE STOCK OPTION PLAN ......                   12,500                   147,500
                                                                   ----------                ----------
       BALANCE AT END OF PERIOD ....................                6,082,810                 6,039,806
                                                                   ==========                ==========

COMMON STOCK:
    BALANCE AT BEGINNING OF PERIOD .................               $   41,167                $   39,057
    ISSUANCE OF SHARES
      PURSUANT TO EMPLOYEE STOCK PURCHASE PLAN .....                      599                     1,131
    EXERCISE OF EMPLOYEE STOCK OPTIONS .............                      137                       979
                                                                   ----------                ----------
       BALANCE AT END OF PERIOD ....................                   41,903                    41,167
                                                                   ----------                ----------

NOTES RECEIVABLE FROM SHAREHOLDERS:
    BALANCE AT BEGINNING OF PERIOD .................                     (924)                       --
    NOTES RECEIVABLE ISSUED
       PURSUANT TO EMPLOYEE STOCK PURCHASE PLAN ....                     (599)                   (1,131)
    COLLECTION OF NOTES RECEIVABLE .................                       66                       207
                                                                   ----------                ----------
       BALANCE AT END OF PERIOD ....................                   (1,457)                     (924)
                                                                   ----------                ----------

UNREALIZED INVESTMENT APPRECIATION (DEPRECIATION),
    NET OF DEFERRED INCOME TAXES:
      BALANCE AT BEGINNING OF PERIOD ...............                    7,374                     4,608
      CHANGE IN UNREALIZED INVESTMENT APPRECIATION
        (DEPRECIATION), NET OF DEFERRED INCOME TAXES                   (2,075)                    2,766
                                                                   ----------                ----------
       BALANCE AT END OF PERIOD ....................                    5,299                     7,374
                                                                   ----------                ----------

RETAINED EARNINGS:
    BALANCE AT BEGINNING OF PERIOD .................                   38,025                    24,651
    NET INCOME .....................................                    3,622                    13,374
                                                                   ----------                ----------
       BALANCE AT END OF PERIOD ....................                   41,647                    38,025
                                                                   ----------                ----------
    TOTAL SHAREHOLDERS' EQUITY .....................               $   87,392                $   85,642
                                                                   ==========                ==========
</TABLE>



    The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       5
<PAGE>   6
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               For the Three Months Ended March 31
                                                               -----------------------------------
                                                                    1997                    1996
                                                                    ----                    ----
<S>                                                            <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   NET INCOME ....................................               $  3,622                $  2,715
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
     PROVIDED BY OPERATING ACTIVITIES:
     NET REALIZED INVESTMENT (GAIN) LOSS .........                    (28)                     27
     DEPRECIATION AND AMORTIZATION EXPENSE .......                    336                     222
     DEFERRED INCOME TAX BENEFIT .................                   (450)                    (51)
     CHANGE IN PREMIUMS RECEIVABLE ...............                 (2,885)                   (215)
     CHANGE IN OTHER RECEIVABLES .................                  3,234                  (1,257)
     CHANGE IN DEFERRED ACQUISITION COSTS ........                   (829)                   (743)
     CHANGE IN OTHER ASSETS ......................                   (782)                   (622)
     CHANGE IN UNPAID LOSS AND LOSS ADJUSTMENT
       EXPENSES ..................................                  5,429                   4,050
     CHANGE IN UNEARNED PREMIUMS .................                  1,999                   2,017
     CHANGE IN PREMIUMS PAYABLE AND OTHER
       LIABILITIES ...............................                 (2,629)                   (277)
     CHANGE IN INCOME TAXES PAYABLE ..............                    977                     822
                                                                 --------                --------
       NET CASH PROVIDED BY OPERATING ACTIVITIES..                  7,994                   6,688
                                                                 --------                --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   PROCEEDS FROM SALES OF INVESTMENTS IN FIXED
     MATURITY SECURITIES AVAILABLE FOR SALE ......                  1,208                      --
   PROCEEDS FROM MATURITY OF INVESTMENTS IN FIXED
     MATURITY SECURITIES AVAILABLE FOR SALE ......                    660                   5,921
   PROCEEDS FROM SALES OF INVESTMENTS IN EQUITY
     SECURITIES ..................................                  2,224                     746
   COST OF FIXED MATURITY SECURITIES AVAILABLE FOR
     SALE ACQUIRED ...............................                (10,538)                (14,141)
   COST OF EQUITY SECURITIES ACQUIRED ............                 (4,055)                 (1,533)
   PURCHASE OF PROPERTY AND EQUIPMENT ............                   (594)                   (674)
                                                                 --------                --------
       NET CASH USED BY INVESTING ACTIVITIES .....                (11,095)                 (9,681)
                                                                 --------                --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   EXERCISE OF EMPLOYEE STOCK OPTIONS ............                    137                      --
   COLLECTION OF NOTES RECEIVABLE ................                     66                      --
                                                                 --------                --------
       NET CASH PROVIDED BY FINANCING ACTIVITIES..                    203                      --
                                                                 --------                --------

NET DECREASE IN CASH AND CASH EQUIVALENTS ........                 (2,898)                 (2,993)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..                 11,483                   5,680
                                                                 --------                --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .......               $  8,585                $  2,687
                                                                 ========                ========

CASH PAID DURING THE PERIOD FOR:
   INCOME TAXES ..................................               $    599                $     --

NON-CASH TRANSACTIONS:
   ISSUANCE OF SHARES PURSUANT TO EMPLOYEE
     STOCK PURCHASE PLAN .........................               $    599                $    357
   NOTES RECEIVABLE ISSUED PURSUANT TO
     EMPLOYEE STOCK PURCHASE PLAN ................               $   (599)               $   (357)
</TABLE>


The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       6
<PAGE>   7
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.       Basis of Presentation

         The consolidated financial statements as of and for the three months
         ended March 31, 1997 and 1996 are unaudited, but in the opinion of
         management, have been prepared on the same basis as the annual audited
         consolidated financial statements and reflect all adjustments,
         consisting of normal recurring accruals, necessary for a fair
         presentation of the information set forth therein. The results of
         operations for the three months ended March 31, 1997 are not
         necessarily indicative of the operating results to be expected for the
         full year or any other period. Certain prior year amounts have been
         reclassified for comparative purposes.

         These financial statements should be read in conjunction with the
         financial statements and notes as of and for the year ended December
         31, 1996 included in the Company's Annual Report on Form 10-K.

2.       Earnings Per Share

         Earnings per common share has been calculated by dividing net income
         for the period by the weighted average number of common shares and
         common share equivalents outstanding during the period.

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
         per Share", specifying the computation, presentation, and disclosure
         requirements for earnings per share for entities with publicly held
         common stock. Under SFAS No. 128, entities shall present basic and
         diluted per-share amounts for income from continuing operations and for
         net income on the face of the income statement. The objective of basic
         earnings per share is to measure the performance of an entity over the
         reporting period and the objective of diluted earnings per share should
         be consistent with the basic earnings per share objective while giving
         effect to all dilutive potential common shares that were outstanding
         during the period. The provisions of this statement are effective for
         financial statements for interim and annual periods ending after
         December 15, 1997. The company plans to adopt the provisions of SFAS
         No. 128 as of December 31, 1997 and restate all prior period earnings
         per share data to conform with the provisions of this Statement. The
         calculated amount of basic and diluted earnings per share for the three
         months ended March 31, 1997 was $0.60 and $0.49, respectively.

3.       Income Taxes

         The effective tax rate differs from the 34% marginal tax rate
         principally as a result of interest exempt from tax, the dividend
         received deduction and other differences in the recognition of revenues
         and expenses for tax and financial reporting purposes.

                                       7
<PAGE>   8
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                              FINANCIAL CONDITION



GENERAL

Although the Company's financial performance is dependent upon its own specific
business characteristics, certain risk factors can affect the profitability of
the Company. These include:

  -      Industry factors - Historically the financial performance of the
         commercial property and casualty insurance industry has tended to
         fluctuate in cyclical patterns of soft markets followed by hard
         markets. In the current environment, insurance industry pricing in
         general continues to be soft; however, the Company's strategy is to
         focus on underwriting profits and accordingly the Company's marketing
         organization is being directed into those niche businesses that exhibit
         the greatest potential for underwriting profits.

  -      Competition - The Company competes in the commercial property and
         casualty business with other domestic and international insurers having
         greater financial and other resources than the Company.

  -      Regulation - The Company's insurance subsidiaries are subject to a
         substantial degree of regulatory oversight, which generally is designed
         to protect the interests of policyholders, as opposed to shareholders.

  -      Inflation - Commercial property and casualty insurance premiums are
         established before the amount of losses and loss adjustment expenses,
         or the extent to which inflation may effect such amounts is known.

  -      Investment Risk - Substantial future increases in interest rates could
         result in a decline in the market value of the Company's investment
         portfolio and resulting losses and/or reduction in shareholders'
         equity.


RESULTS OF OPERATIONS (THREE MONTHS ENDED MARCH 31, 1997 VS MARCH 31, 1996)

         Premiums: Gross written premiums grew $7.1 million (25.8%) to $34.6
million for the three months ended March 31, 1997 from $27.5 million for the
same period of 1996; gross earned premiums grew $7.2 million (28.3%) to $32.6
million for the three months ended March 31, 1997 from $25.4 million for the
same period of 1996; net written premiums increased $9.7 million (55.4%) to
$27.2 million for the three months ended March 31, 1997 from $17.5 million for
the same period of 1996; and net earned premiums grew $6.6 million (41.8%) to
$22.4 million in 1997 from $15.8 million in 1996. The overall growth in premiums
and the varying growth rates for gross written premiums, gross earned premiums,
net written premiums, and net earned premiums are attributable to a number of
factors:

-        Overall premium growth is primarily attributable to: continued
         marketing efforts of commercial auto, commercial package, and specialty
         lines products along with the continued development of the Company's
         Preferred Agent Plan, wherein business relationships are formed with
         brokers specializing in certain of the Company's business niches
         thereby increasing the distribution of the Company's niche products.

-        Net written and net earned premiums grew at higher rates than gross
         written and gross earned premiums primarily due to the renegotiation of
         the Company's reinsurance program effective January 1, 1997 whereby
         more favorable reinsurance rates were realized while substantially the
         same retentions and coverages were maintained.

         Net Investment Income: Net investment income approximated $2.2 million
for the three months ended March 31, 1997 and $1.8 million for the same period
of 1996. Total investments grew to $177.9 million at March 31, 1997 from $141.5
million at March 31, 1996, primarily due to cash flows provided from operating
activities.

         Net Loss and Loss Adjustment Expenses: Net loss and loss adjustment
expenses increased $3.8 million (43.7%) to $12.5 million in the first quarter of
1997 from $8.7 million in the first quarter of 1996 and the loss ratio increased
nominally to 55.7% in 1997 from 54.8% in 1996. The increase in net loss and loss
adjustment expenses was due primarily to the 41.8% growth in net earned
premiums.


                                       8
<PAGE>   9
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                              FINANCIAL CONDITION
                                   (continued)




         Acquisition Costs and Other Underwriting Expenses: Acquisition costs
and other underwriting expenses increased $1.8 million (35.3%) to $6.9 million
for the three months ended March 31, 1997 from $5.1 million for the same period
of 1996. This increase was due primarily to the 41.8% growth in net earned
premiums offset in part by changes in product and distribution mix.

         Income Tax Expense: The Company's effective tax rate for the three
months ended March 31, 1997 and 1996 was 23.5% and 22.5%, respectively. The
effective rates differed from the 34% statutory rate principally due to
investments in tax-exempt securities.

LIQUIDITY AND CAPITAL RESOURCES

         For the three months ended March 31, 1997 the Company's investments
experienced unrealized investment depreciation of $2.1 million, net of the
related deferred tax benefit of $1.1 million. The change in unrealized
appreciation (depreciation), is primarily due to changes in market interest
rates and conditions during the period. At March 31, 1997, 100% of the Company's
fixed maturity securities consisted of U.S. Government securities or securities
rated "1" or "2" by the NAIC, 97.2% were rated "A-" or better (with no security
rated lower than "BBB-") by Standard & Poor's Corporation.

         The Company produced net cash from operations of $8.0 million and $6.7
million, respectively, for the three months ended March 31, 1997 and 1996.
Management believes that the Company has adequate ability to pay all claims and
meet all other cash needs.

         Risk-based capital is designed to measure the acceptable amount of
capital an insurer should have based on the inherent specific risks of each
insurer. Insurers failing to meet this benchmark capital level may be subject to
scrutiny by the insurer's domiciliary insurance department and ultimately
rehabilitation or liquidation. Based on the standards currently adopted, the
Company's insurance subsidiaries' capital and surplus is in excess of the
prescribed risk-based capital requirements.


                                       9
<PAGE>   10
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

         None.


Item 2.  Changes in Securities

         None.


Item 3.  Defaults Upon Senior Securities.

         None.


Item 4.  Submission of Matters to a Vote of Security Holders.

         None.


Item 5.  Other information.

         None


Item 6.  Exhibits and Reports on Form 8-K

         a.       Exhibits

<TABLE>
<CAPTION>
                  Exhibit No.       Page No.       Description
                  -----------       --------       -----------
<S>                                 <C>            <C>
                  11.0              12             Computation of Earnings Per Share.
</TABLE>

         b.       The Company has not filed any reports on Form 8-K during the
                  quarter for which this report is filed.


                                       10
<PAGE>   11
                                   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 thereunto duly authorized.




                                 PHILADELPHIA CONSOLIDATED HOLDING CORP.
                                 Registrant



Date May 9, 1997                 /s/ James J. Maguire
                                 ---------------------------------------------
                                 James J. Maguire
                                 Chairman of the Board of Directors, President
                                 and Chief Executive Officer
                                 (Principal Executive Officer)


Date May 9, 1997                 /s/ Craig P. Keller
                                 ---------------------------------------------
                                 Craig P. Keller
                                 Vice President, Secretary and
                                 Chief Financial Officer (Principal Financial
                                 and Accounting Officer)





                                       11
<PAGE>   12
            PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
                        COMPUTATION OF EARNINGS PER SHARE
          (Dollars and Share Data in Thousands, except Per Share Data)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   As of and For the Three Months Ended March 31,
                                                           1997                  1996
                                                           ----                  ----
<S>                                                <C>                        <C>


Weighted Average Shares Outstanding                       6,067                 5,814

Weighted Average Stock Options Outstanding                1,780                 1,877

Assumed Shares Repurchased                                 (495)                 (691)
                                                         ------                ------
Weighted Average Shares and Share
 Equivalents Outstanding                                  7,352                 7,000
                                                         ======                ======

Net Income                                               $3,622                $2,715
                                                         ======                ======

Net Income per Share                                     $ 0.49                $ 0.39
                                                         ======                ======
</TABLE>


                                       12