SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

        Current Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



       Date of Report (Date of earliest event reported): May 12, 2004


                                    PHC, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                                  Massachusetts
                    (State of Incorporation or Organization)

        0-22916                                              04-2601571
(Commission File Number)                                  (I.R.S. Employer
                                                          Identification No.)


200 Lake Street, Suite 102, Peabody, Massachusetts                01960
 (Address of Principal Executive Offices)                       (Zip Code)


Registrant's telephone number, including area code:  (978) 536-2777



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Item 12.  Results of Operations and Financial Condition

     The registrant is providing the following  information pursuant to Item 12.
The information being provided consists of the attached news release relating to
the  registrants  results of operations and financial  condition for the quarter
and nine-month period ended March 31, 2004.


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                                    SIGNATURE


     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 hereunto duly authorized.


                                                  PHC, INC.


Date: May 12, 2004                                By: /s/ Bruce A. Shear
                                                          Bruce A. Shear
                                                          President


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