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): November 10, 2004


                                    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

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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  news release
relating to the  registrants  results of operations and financial  condition for
the quarter ended September 30, 2004.


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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: November 10, 2004                    By: /s/ Bruce A. Shear
                                                   _____________________
                                                   Bruce A. Shear
                                                   President





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