U. S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   Form 10-QSB/A
 
(Mark
One)

|X|  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996.
  |_|    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________
         TO ___________
 

 Commission file number     0-23524 
 

                                      PHC, INC.                               
      (Exact name of small business issuer as specified in its
charter)

           Massachusetts                                  04-2601571    
  (State or other jurisdiction of               (I.R.S.
Employer
  incorporation or organization)                Identification
No.)

200 Lake Street, Suite 102, Peabody MA                01960 
 Address of principal executive offices)        (Zip Code)
 
                    508-536-2777    
 
            (Issuer's telephone
number)
 
_______________________________________________________________________________
(Former Name, former address and former fiscal year, if changed since last
report)
 
     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes X No____
PHC, Inc. became subject to the Exchange Act on March 3, 1994.
 
Applicable only to corporate issuers
     Number of shares  outstanding of each class of common equity, as of January
31, 1997:

      Class A Common Stock    2,578,052
      Class B Common Stock       790,628
      Class C Common Stock       199,816
 
 Transitional Small Business Disclosure Format
 (Check one):
 Yes______   No      X            



The filing date for the second  quarter  10-QSB of Fiscal Year 1997 was February
14, 1997. This date was inadvertently omitted.



Item 6 (a) Exhibit and Item 6 (b)  Reports on Form 8-K were filed  correctly  on
Form 10-QSB for the second quarter Fiscal Year 1997.

On the Edgarized  portion  following the signature  page, Item 6(a) Exhibits was
missing Exhibit  numbers 10.110 through  10.113.  These exhibits were filed with
the  Edgarized  version,  only the  itemized  listing  of  exhibit  numbers  was
incomplete.

On the Edgarized  portion  following the signature  page, Item 6 (b), stated "No
Form 8Ks  were  filed".  This  wording  is  incorrect.  A form 8-K was  filed on
November 5, 1996 and December 20, 1996 as correctly stated in the 10-QSB.  The
corrected list follows:

Item 6.  Exhibits and Reports on Form 8-K.

      (a)   Exhibits
              4.15 Form of Warrant Agreement issued to Alpine Capital Partners,
                   Inc. to purchase 25,000 Class A Common shares dated October
                   7, 1996.
              4.16 Stock Exchange Agreement by and between PHC, Inc.  and
                   Psychiatric & Counseling Associates of Roanoke, Inc.


            10.103 Secured Bridge Note in the principal amount of $400,000 by
                   and between PHC of Michigan, Inc. and HealthCare Financial
                   Partners, Inc. dated January 13, 1997.
            10.104 Guaranty by PHC, Inc. for Secured Bridge Note in principal
                   amount of $400,000 by and between PHC of Michigan, Inc. and
                   HealthCare Financial Partners, Inc. dated January 17, 1997.
            10.105 First Amendment to Lease Agreement and Option Agreement by
                   and between NMI Realty, Inc. and PHC of Rhode Island, Inc.
                   dated December 20, 1996.
            10.106 Mortgage by and between PHC of Michigan, Inc. and HCFP
                   Funding , Inc. date  dated January 13, 1997 in the amount of
                   $2,000,000.
            10.107 A   Employment Agreement  for Dr. Himanshu Patel; Employment
                   Agreement for Dr. Mukesh Patel;  and Fringe Benefit Exhibit
                   for both of the Patels'  Employment  Agreements
            10.108 Plan of  Merger  by and between Pioneer Counseling of
                   Virginia, Inc. and  Psychiatric & Counseling Associates of
                   Roanoke, Inc.
            10.109 Sales Agreement by and between Dillon & Dillon Associates and
                   Pioneer Counseling of Virginia Inc. for building and land 
                   located at 400 East  Burwell St., Salem Virginia in the
                   amount of $600,000.
            10.110 Loan  Loan and Security Agreement by and between PHC of
                   Michigan, Inc. and HCFP Funding, Inc.in the amount of
                   $1,500,000.
            10.111 Revolving Credit Agreement by and between HCFP and PHC of
                   Michigan, Inc. in the amount of $1,500,000.
            10.112 Unconditional Guaranty of Payment and Performance by and 
                   between PHC, Inc. in favor of HCFP.
            10.113 Amendment number 1 to Loan and Security Agreement dated May
                   21, 1996 by and between PHC of Utah, Inc. and HCFP Funding 
                   providing collateral for the PHC of Michigan Inc. Loan and
                   Security Agreement

 
       (b)   Reports on Form 8-K

     On  November  5,  1996,  the  Company  filed a  Current  Report on Form 8-K
regarding the issuance of Convertible  Debentures.  This was reported under Item
5.

     On  December  20,  1996,  the  Company  filed a Current  Report on Form 8-K
regarding the Company's inability to provide audited financial statements of the
acquired companies previously  conducting business as Behavioral Stress Centers,
Inc., Clinical Associates and Clinical Diagnostics. This was reported under Item
7.



Signatures

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.


                                    PHC, Inc. Registrant
 
 
Date: February 25, 1997             /s/ Bruce A. Shear
                                    Bruce A. Shear
                                    President
                                    Chief Executive Officer
 
Date: February 25, 1997             /s/ Paula C. Wurts
                                    Paula C. Wurts
                                    Controller
                                    Assistant
Treasurer