8-K

                       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): December 28, 2005


                                    PHC, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                                  Massachusetts
                    (State of Incorporation or Organization)

        000-22916                                        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:

     [ ] 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-4c))



                                    -- 1 --


Item 8.01 Other Events

     In an effort to reach all shareholders the company has adjourned the annual
shareholders  meeting  scheduled for December 20, 2005 until January 31, 2006 at
11:00 a. m. The record  date for the  meeting  remains  the same at October  21,
2005.

     As  indicated  in the  attached  exhibit,  the  Company  will mail a letter
notifying the  shareholders of the  adjournment and an additional  proxy card to
all shareholders who have not yet voted in an attempt to give every  shareholder
an opportunity to vote.

Item 9.01 Financial Statements and Exhibits

     (c) The following exhibit is being furnished herewith:


Exhibit No.    Exhibit Description

     99.1 Letter to Stockholders dated December 20, 2005.



                                    -- 2 --



                                    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: December 28, 2005                          By:  /s/ Bruce A. Shear
                                                     ____________________
                                                          Bruce A. Shear
                                                          President





                                    -- 3 --

EX-99

Exhibit 99.1



                            Pioneer Behavioral Health
                  200 Lake Street, Suite 102, Peabody, MA 01960
                                 (978) 536-2777
                               Fax (978) 536-2677



December 20, 2005




Dear Shareholder:

In an effort to reach as many  shareholders  as possible,  we have adjourned the
annual  shareholders  meeting  scheduled for December 20, 2005 until January 31,
2006 at 11:00 a. m.

Enclosed please find a new proxy card with return envelope.  Please complete and
mail at your earliest convenience.

Thank you for your continued support.

Very truly yours,



/s/ Bruce A. Shear
    _______________
    Bruce A. Shear
    President & CEO