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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

PHC, INC.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

693315103

(CUSIP Number)

Camden Partners Capital Management, LLC
c/o Camden Partners Holdings, LLC
500 East Pratt Street
Suite 1200
Baltimore, Maryland 21202
Attention: Donald W. Hughes
Tel: (410) 878-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 2, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box þ.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Camden Partners Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 3 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Camden Partners II Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 4 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Camden Partners Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 5 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

David L. Warnock

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 6 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Richard M. Johnston

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 7 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Richard M. Berkeley

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 8 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Donald W. Hughes

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 9 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

Shane H. Kim

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 10 of 16 Pages


CUSIP No.		693315103

NAMES OF REPORTING PERSONS

F. Mackey Hughes

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,365,428

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER:

1,365,428

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,365,428

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 11 of 16 Pages

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relating to PHC, Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Commission on October 31, 2008, Amendment No. 1 to Schedule 13D filed with the Commission on January 7, 2009 and Amendment No. 2 to Schedule 13D filed with the Commission on October 14, 2009 (collectively, the “Schedule 13D”). Capitalized terms used and not defined herein have the same meaning as in the Schedule 13D. Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a), (b) and (c) are hereby replaced in their entirety with the following:

(a)-(b) All calculations of beneficial ownership percentages are based on the Issuer’s report of having 18,980,630 shares of Class A Common Stock issued and outstanding as of November 4, 2009, in the Issuer’s 10-Q filed on November 12, 2009. The percentages of beneficial ownership reported herein reflect the beneficial ownership if each of the Reporting Persons is deemed to be the beneficial owner of all of the Common Shares held of record by CPLP and CP2LP.

Percentage of class of Common Shares beneficially owned:


CPLP	7.2	%
CP2LP	7.2	%
CPCM	7.2	%
Warnock	7.2	%
Johnston	7.2	%
Berkeley	7.2	%
D. Hughes	7.2	%
Kim	7.2	%
M. Hughes	7.2	%

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote


CPLP			0
CP2LP			0
CPCM			0
Warnock			0
Johnston			0
Berkeley			0
D. Hughes			0
Kim			0
M. Hughes			0

(ii) Shared power to vote or to direct the vote


CPLP			1,365,428
CP2LP			1,365,428
CPCM			1,365,428
Warnock			1,365,428
Johnston			1,365,428
Berkeley			1,365,428
D. Hughes			1,365,428
Kim			1,365,428
M. Hughes			1,365,428

Page 12 of 16 Pages

(iii) Sole power to dispose or to direct the disposition of


CPLP			0
CP2LP			0
CPCM			0
Warnock			0
Johnston			0
Berkeley			0
D. Hughes			0
Kim			0
M. Hughes			0

(iv) Shared power to dispose or to direct the disposition of


CPLP			1,365,428
CP2LP			1,365,428
CPCM			1,365,428
Warnock			1,365,428
Johnston			1,365,428
Berkeley			1,365,428
D. Hughes			1,365,428
Kim			1,365,428
M. Hughes			1,365,428

Page 13 of 16 Pages

(c) Except as described in this Amendment No. 3, none of the Reporting Persons has effected any transaction in the Issuer’s capital stock during the last 60 days.

CPLP sold 109,835 of its shares of Class A Common Stock in open market transactions for an aggregate sale price of $119,233.15 as set forth in following table:


	Shares		Per Share Sale		Gross Sale
Date of Sale	Sold		Price		Price
October 27, 2009		300	$	1.20	$	360.00
October 29, 2009		785	$	1.20	$	942.00
November 4, 2009		100	$	1.18	$	118.00
November 5, 2009		750	$	1.17	$	877.50
November 13, 2009		10,600	$	1.0125	$	10,732.50
November 24, 2009		8,000	$	1.0575	$	8,460.00
November 25, 2009		1,350	$	1.05	$	1,417.50
November 27, 2009		6,350	$	1.0134	$	6,435.09
December 2, 2009		81,600	$	1.1016	$	89,890.56

CP2LP sold 98,790 of its shares of Class A Common Stock in open market transactions for an aggregate sale price of $107,214.10 as set forth in following table:


	Shares		Per Share Sale		Gross Sale
Date of Sale	Sold		Price		Price
October 23, 2009		500	$	1.25	$	625.00
October 29, 2009		715	$	1.20	$	858.00
November 5, 2009		650	$	1.17	$	760.50
November 12, 2009		600	$	1.1	$	660.00
November 13, 2009		9,400	$	1.0125	$	9,517.50
November 16, 2009		2,125	$	1.0559	$	2,243.79
November 24, 2009		7,000	$	1.0575	$	7,402.50
November 25, 2009		1,150	$	1.05	$	1,207.50
November 27, 2009		5,650	$	1.0134	$	5,725.71
December 2, 2009		71,000	$	1.1016	$	78,213.60

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following exhibits are filed herewith:

Exhibit 1 — Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 2 — Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 3 — Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13G/A filed with respect to Kennedy-Wilson, Inc. on February 21, 2003, incorporated herein by reference).

Page 14 of 16 Pages

Exhibit 4 — Power of Attorney for Shane H. Kim (previously filed as Exhibit 5 to Schedule 13G filed with respect to the Issuer on December 29, 2006, incorporated herein by reference).

Exhibit 5 — Power of Attorney for F. Mackey Hughes (previously filed as Exhibit 6 to Schedule 13G/A filed with respect to the Issuer on January 25, 2008, incorporated herein by reference).

Page 15 of 16 Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


	Date: December 8, 2009 Camden Partners Limited Partnership
	By:	Camden Partners Capital
		Management, LLC,
		its general partner


	/s/ Donald W. Hughes
	Name:	Donald W. Hughes
	Title:	Member


	Camden Partners II Limited Partnership
	By:	Camden Partners Capital
		Management, LLC,
		its general partner


	/s/ Donald W. Hughes
	Name:	Donald W. Hughes
	Title:	Member


	Camden Partners Capital Management, LLC
	/s/ Donald W. Hughes
	Name:	Donald W. Hughes
	Title:	Member


	David L. Warnock
	/s/ Donald W. Hughes, Attorney-in-Fact

Page 16 of 16 Pages


	Richard M. Johnston
	/s/ Donald W. Hughes, Attorney-in-Fact


	Richard M. Berkeley
	/s/ Donald W. Hughes, Attorney-in-Fact


	Donald W. Hughes
	/s/ Donald W. Hughes


	Shane H. Kim
	/s/ Donald W. Hughes, Attorney-in-Fact


	F. Mackey Hughes
	/s/ Donald W. Hughes, Attorney-in-Fact