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): January 30, 2007


                                    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 (see General Instruction A.2. below):

___  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-4 ( c)

Item 5.03.  Amendments to Articles of Incorporation or Bylaws

     On  January  30,  2007,  the Board of  Directors  of the  Company  voted by
Unanimous  Written  Consent  to amend the  Company's  Bylaws:  to  increase  the
required  minimum  notice of  meetings  given to  shareholders  entitled to vote
thereat, from seven (7) days to ten (10) days; and, eliminate the Boards ability
to close the transfer books without fixing a record date.

     On January 30, 2007, in a separate Unanimous Written Consent,  the Board of
Directors  of the  Company  voted to amend the  bylaws of each of the  Company's
wholly owned  subsidiaries  to reflect the same  changes.  A copy of the amended
bylaws of the Company is attached as exhibit 3.3.

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Item 9.01.  Financial Statements and exhibits


( c ) Exhibits

      3.3  By-laws of the Registrant, as amended January 30, 2007.


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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 5, 2007                         By:  /s/ Bruce A. Shear
                                                   ____________________
                                                        Bruce A. Shear
                                                        President


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