In the mid-season finale "Too Far Gone '', the Governor encounters Michonne and Hershel Greene, and takes them hostage, intending to use them as leverage over Rick. The Governor then rallies the camp to take over the prison. Upon arriving at the prison with his army and tank, the Governor tells Rick that he is going to give their group a chance to leave without anyone getting killed. Rick says that they can co-exist peacefully, but the Governor calls him a liar and beheads Hershel. During the ensuing gunfight, Lilly arrives in time to see him murder Hershel. She is carrying Meghan, who has been bitten by a walker. He dispassionately shoots Meghan to prevent her from becoming a walker before ordering his people to kill everyone in the prison. The Governor uses the tank to roll over the fences and goes into the fight himself, only to be tackled by Rick. The two of them fight, and the Governor eventually pins Rick and brutally beats him before beginning to choke him to death. At that moment, Michonne stabs the Governor and leaves him to die. Lilly then shoots him in the head, killing him.
when does philip die in the walking dead
the mid-season finale "Too Far Gone ''