UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K/A

        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 15, 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  corrected 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/A
(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 15, 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 15, 2006                         By:  /s/ Bruce A. Shear
                                                         ______________________
                                                         Bruce A. Shear
                                                         President

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