SecProbe.io

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PHC, INC.
200 Lake Street, Suite 102
Peabody, MA  01960

November 17, 2005

Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 6010
100 F Street, N. E.
Washington, D.C.  20549
Attention:  Jeffrey Riedler
             Assistant Director

RE:  PHC, Inc.
         Schedule 14A
         Filed November 10, 2005
         File No. 0-22916

Dear Mr. Riedler:

     We have  reviewed  your  comment  letter  dated  November 16, 2005 and have
prepared the following responses to your comments:

     Proposal to Approve the 2005 Employee Stock Purchase Plan, page 19

1.   You  indicated  that we should  disclose any limits on the number of shares
     one employee can purchase

     Response:  We have  revised  the  Schedule  14A to  include  the  following
     disclosure

     The Stock Purchase Plan shall have the following grant limitations:  (i) no
     employee  shall be granted a right  under the Stock  Purchase  Plan if such
     employee, as a result of such grant, would own five percent (5%) or more of
     the total  combined  voting  power or value of all  classes of stock of the
     Company; (ii) no employee shall be granted a right under the Stock Purchase
     Plan,  which, when combined with rights to purchase shares of capital stock
     of the Company under the other Company  employee stock purchase plans would
     accrue at a rate that exceeds twenty-five thousand dollars ($25,000) of the
     fair market value of such shares for each calendar year in which such right
     is  outstanding;  and, (iii) no employee shall be granted a right under the
     Stock  Purchase  Plan  under a single  offering  to  purchase  an amount of
     shares,  which when  multiplied by the exercise  price, is more than 10% of
     the compensation payable to such employee during the offering or such other
     percentage as determined by the Board of Directors from time to time.

2.   You  indicated  that we should  disclose  how the shares will be  allocated
     among  employees if employees want to purchase more than the 500,000 shares
     being authorized.

     Response:  We have  revised  the  Schedule  14A to  include  the  following
     disclosure:

     In the event that an offering results in employees participation that would
require greater than the remaining  authorized  shares under the plan,  based on
85% of the  then  current  market  price,  the  approved  participation  of each
employee will be adjusted  downward,  on a prorated basis, to insure  sufficient
shares will be available for issue at the end of the offering period.

     To facilitate  the staffs' review of these changes we will furnish a marked
copy of the changed pages via fax.

The Company acknowledges that:

     * The  Company  is  responsible  for  the  adequacy  and  accuracy  of  the
disclosure in the filing;

     * Staff  comments or changes to disclosure in response to staff comments do
not foreclose the Commission  from taking any action with respect to the filing;
and

     * The Company may not assert staff  comments as a defense in any proceeding
initiated by the Commission or any person under the federal  securities  laws of
the United States.

     Please contact me with any additional comments you may have.

Sincerely,
PHC, Inc.

Paula C. Wurts
Controller and Chief Financial Officer

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