Exhibit 32.1




                                WRITTEN STATEMENT
                                       OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

     The  undersigned  hereby  certify that, to the best of the knowledge of the
undersigned, the Quarterly Report on Form 10-QSB for the quarter ended March 31,
2004 filed by PHC,  Inc.  with the  Securities  and  Exchange  Commission  fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 and that the  information  contained  in the report  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of the issuer.



Date:  May 13, 2004                   By:  /s/ Bruce A. Shear
                                           _________________________________
                                               Bruce A. Shear, President
                                               and Chief Executive Officer

Date:  May 13, 2004                   By:  /s/ Paula C. Wurts
                                           __________________________________
                                               Paula C. Wurts, Controller
                                               and Chief Financial Officer





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