UNITED STATES

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): May 14, 2008

PHC, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts

(State of Incorporation or Organization)

1-33323                                                                                                               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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR  

    240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR  

     240.13e-4c))

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 press release, dated May 14, 2008, relating to the registrant’s results of operations and financial condition for the quarter ended March 31, 2008. The text of the press release is included as Exhibit 99.1 to this report.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibits hereto) shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the registrant’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Registrant expressly states in such filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d)                                          The following exhibit is being furnished herewith:

Exhiubit 99.1                         Exhibit Description

                                               Press release text of PHC, Inc. dated May 14, 2008.

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:  May 14, 2008                                                               By:  /s/ Bruce A. Shear

                                                                                                                Bruce A. Shear

                                                                                                                President