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 11, 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 press release  relating to
the  registrants  results of operations and financial  condition for the quarter
and nine months ended March 31, 2005.  The text of the press release is included
as Exhibit 99.1 to this report.


The information furnished pursuant to this Current Report on Form 8-K (including
the  exhibits  hereto)  shall not be  considered  "filed"  under the  Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by reference into
any of the registrant's filings under the Securities Act of 1933, as amended, or
under the  Securities  Exchange Act of 1934, as amended,  unless the  Registrant
expressly  states in such  filing  that  such  information  is to be  considered
"filed" or incorporated by reference therein.

ITEM 9.01 Financial Statements and Exhibits

      (c) The following exhibit is being furnished herewith:

Exhibit No.    Exhibit Description

99.1           Press release text of PHC, Inc. dated May 11, 2005.


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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 11, 2005                             By:  /s/ Bruce A. Shear
                                                    _____________________
                                                        Bruce A. Shear
                                                        President



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