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): February 9, 2005


                                    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 2.02.  Results of Operations and Financial Condition

     The  registrant  is providing the  following  information  pursuant to Item
2.02.  The  information  being  provided  consists of the attached  news release
relating to the  registrants  results of operations and financial  condition for
the quarter and six months ended December 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: February 9, 2005                            By: /s/ Bruce A. Shear
                                                     ________________________
                                                          Bruce A. Shear
                                                          President



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