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




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