EXHIBIT 31.2
                                    PHC, INC.
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            Section 302 Certification

I, Paula C. Wurts, certify that:

     1.   I have reviewed this  quarterly  report on Form 10-QSB of PHC, Inc., a
          Massachusetts corporation (the "registrant");

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and procedures as of the end of the period covered by this report
               based on such evaluation; and

          c.   disclosed in this report any change in the  registrants  internal
               controls over financial  reporting that occurred  during the most
               recent  fiscal  quarter  that  has  materially   effected  or  is
               reasonably likely to materially effect, the registrant's internal
               control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's board of directors:

          a.   all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal controls over financial reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls over financial reporting.

Date: February 13, 2004                       by: /s/ PAULA C. WURTS
                                              _________________________
                                                      Paula C. Wurts
                                                      Chief Financial Officer
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