UNITED STATES
                       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 14, 2006


                                    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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications  pursuant  to Rule  425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12  under  the  Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications   pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications   pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4c))

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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 Registrant's  results of operations and financial  condition for
the quarter ended  December 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 February 14, 2006.




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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 14, 2006                         By:  /s/ Bruce A. Shear
                                                         ______________________
                                                         Bruce A. Shear
                                                         President

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