PHC, INC. 200 Lake Street, Suite 102 Peabody, MA 01960 March 23, 2006 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 6010 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mark K. Brunhofer Staff Accountant RE: PHC, Inc. Item 4.01 Form 8-K Filed March 10, 2006 File No. 000-22916 Dear Mr. Brunhofer: We have reviewed your comment letter dated March 14, 2006 and acknowledge that: The company is responsible for the adequacy and accuracy of the disclosure in the filings; Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The following responses have been keyed to your comment letter to facilitate your review. Item 4.01(a) 1. The first paragraph of the filing has been amended to disclose the date of resignation of our former accountant of March 8, 2006. 2. The third paragraph of the filing has been amended to include the period from our last interim period review through the resignation of our former accountant on March 8, 2006. 3. We have included as exhibit 16.2 an updated letter from our former accountant, indicating that they agree with our revised disclosures in our amended Form 8-K. Please contact me with any additional comments you may have. Sincerely, PHC, Inc. /S/ Paula C. Wurts Chief Financial Officer -- 1 --