Mail Stop 6010 								November 16, 2005 Bruce A. Shear President and Chief Executive Officer PHC, Inc. 200 Lake Street, Suite 102 Peabody, MA 01960 	Re:	PHC, Inc. 		Schedule 14A 		Filed November 10, 2005 		File No. 0-22916 Dear Mr. Shear: 	We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. 	Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Proposal to Approve the 2005 Employee Stock Purchase Plan, page 19 1. Please disclose any limits on the number of shares one employee can purchase. 2. Please disclose how the shares will be allocated among employees if employees want to purchase more than the 500,000 shares being authorized. *	*	* 	As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. 	We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. 	In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: * the company is responsible for the adequacy and accuracy of the disclosure in the filing; * staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. 	In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. 	Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions. 								Sincerely, 								Jeffrey P. Riedler 								Assistant Director cc:	Steven A. Cohen, Esq. 	Arent Fox, PLLC 	1050 Connecticut Avenue, N.W. 	Washington, DC 20036-5339 ?? ?? ?? ?? Bruce A. Shear PHC, Inc. November 16, 2005 Page 1