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 Annual Report on Form 10-KSB for the fiscal year ended June 30,
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:  September 24, 2004               By:  /s/ Bruce A. Shear
                                                 ________________________
                                                 Bruce A. Shear, President
                                                 and Chief Executive Officer

Date:  September 24, 2004               By:  /s/ Paula C. Wurts
                                                 Paula C. Wurts, Controller
                                                 and Chief Financial Officer


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