As filed with the Securities and Exchange Commission on April 5, 2005 -
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                    PHC, INC.
             (Exact name of registrant as specified in its charter)

     Massachusetts                                          04-2601571
 (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                       identification no.)

                  200 Lake Street, Suite 102, Peabody, MA 01960
               (Address of principal executive offices) (Zip Code)

                       2003 Stock Purchase and Option Plan
                  2004 Non-Employee Director Stock Option Plan
                            (Full title of the plans)

              Bruce A. Shear, President and Chief Executive Officer
                                    PHC, Inc.
                           200 Lake Street, Suite 102
                                Peabody, MA 01960
                     (Name and address of agent for service)

                                 (978) 536-2777
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Steven A. Cohen, Esq.
                                 Arent Fox, PLLC
                          1050 Connecticut Avenue, N.W.
                            Washington, DC 20036-5339
                                 (202) 857-6000


                                    -- 1 --
<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                <C>               <C>                <C>                     <C>
                                       Proposed Maximum    Proposed Maximum       Amount of
 Title of Securities    Amount to be   Offering Price Per  Aggregate Offering    Registration
   to be Registered    Registered (1)     Share (2)             Price (2)            Fee

Class A Common
  Stock, $.01
  par value           1,650,000 shares       $1.94             $3,201,000          $765.04
</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans in the event of a stock dividend,  stock split,  recapitalization  or
     other  similar  change in the Common  Stock.  This  Registration  Statement
     constitutes  the latest  registration  statement  of a combined  prospectus
     pursuant to rule 429 of the Securities Act of 1933.

(2)  Estimated  solely for the purpose of calculating the  registration  fee, in
     accordance with Rule 457(c) and (h)(1),  on the basis of the average of the
     bid and asked  price of the Class A Common  Stock as reported on the Nasdaq
     Bulletin Board on March 14, 2005.

(3)  This  Registration  Statement also covers  2,023,750 shares of Common Stock
     pursuant to rule 429 of the General Rules and Regulations of the Securities
     Act of 1933,  of which  430,000  shares  were  registered  in  Registration
     Statement #333-1458 effective February 16, 1996, 770,000 were registered in
     Registration  Statement #333-74373 effective March 12, 1999, 1,050,000 were
     registered in Registration Statement #333-81528, effective January 29, 2002
     and  600,000  were  registered  in  Registration   Statement   #333-102402,
     effective  January 8, 2003 for which filing fees were previously paid. This
     number  reflects  a  reduction  of 826,250  shares of Class A common  stock
     registered in the listed Registration  Statements,  which were to have been
     issued upon the exercise of options which have expired or options that were
     not issued prior to the expiration of the previous option plans.


                                    -- 2 --
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

          *    Information about the Registrant  required by Part I, Items 1 and
               2 to be contained in a Section  10(a)  prospectus is omitted from
               the Registration  Statement in accordance with Rule 428 under the
               Securities Act of 1933, as amended (the  "Securities  Act"),  and
               the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

     1.   The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended June 30, 2004.

     2.   The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended September 30, 2004 and December 31, 2004.

     3.   All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act") since the end of
          the fiscal year covered by the above referred to annual report; and

     4.   The  description  of the  Registrant's  Class A Common  Stock from the
          Company's  Registration  Statement  on  Form  S-3/2  File  #333-117146
          brought effective by the Commission on October 7, 2004.

     In addition, all documents filed by the Registrant after the initial filing
date of this Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange Act, and prior to the filing of a post-effective amendment
which  indicates  that all shares  registered  hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference into this  registration  statement and to be a part hereof from the
date of filing of such documents.

     Item 4. Description of Securities
             Not  applicable.

     Item 5. Interests of Named Experts and Counsel
             Not applicable.

     Item 6. Indemnification of Officers and Directors

     Section 6 of the Company's Restated Articles of Organization  provides,  in
part,  that the Company  shall  indemnify  its  directors,  trustees,  officers,
employees and agents against all liabilities,  costs and expenses, including but
not limited to amounts paid in  satisfaction  of judgments,  in settlement or as
fines and  penalties,  and counsel fees,  reasonably  incurred by such person in
connection with the defense or disposition of or otherwise in connection with or


                                    -- 3 --
<PAGE>
resulting from any action,  suit or proceeding in which such director or officer
may be  involved  or  with  which  he may be  threatened,  while  in  office  or
thereafter,  by reason of his actions or omissions in  connection  with services
rendered  directly or indirectly to the Company during his term of office,  such
indemnification  to include  prompt  payment of expenses in advance of the final
disposition of any such action, suit or proceeding.

     In addition,  the Restated  Articles of Organization of the Company,  under
authority of the Business  Corporation Law of The Commonwealth of Massachusetts,
contains a provision  eliminating  the  personal  liability of a director to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, or (iii) for any  transaction  from which the director  derived an improper
personal  benefit.  The foregoing  provision also is  inapplicable to situations
where a director has voted for, or assented to the  declaration  of, a dividend,
repurchase  of  shares,  distribution  or the  making of a loan to an officer or
director, in each case where the same occurs in violation of applicable law.

Item 7. Exemption from Registration Claimed.
        Not applicable.

Item 8. Exhibits.

          10.41 The Company's 2003 Stock Purchase and Option Plan.

          10.42 The Company's 2004 Non-Employee Director Stock Option Plan.

          5.1  Opinion of Arent Fox, PLLC (counsel)

          23.1 Consent  of  BDO  Seidman,  LLP  (independent  registered  public
               accounting firm)

          23.2 Consent of Woods & Dwyer P.L.C., (independent auditors)

          23.3 Consent of Arent Fox, PLLC (counsel) included in exhibit 5.1

          24.1 Power of Attorney: included on signature page

Item 9. Undertakings

          The  Registrant hereby undertakes that it will:

     1.   file,  during  any  period in which it offers or sells  securities,  a
          post-effective amendment to the registration statement to

          i.   include  any  prospectus  required  by  section  10(a)(3)  of the
               Securities Act;

          ii.  reflect in the prospectus any facts or events which, individually
               or together, represent a fundamental change in the information in
               the registration statement;

          iii. include any  additional or changed  material  information  in the
               plan of  distribution.

     2.   for  determining  liability  under  the  Securities  Act,  treat  each
          post-effective  amendment  as a  new  registration  statement  of  the
          securities offered, and the offering of the securities at that time to
          be the initial bona fide offering; and

     3.   file a post-effective amendment to remove from registration any of the
          securities that remain unsold at the end of the offering


                                    -- 4 --
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Peabody, The Commonwealth of Massachusetts on the 5th
day of April 2005.

                                 PHC, Inc.


                                 By:   /s/ Bruce A. Shear
                                           President & Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  Bruce A. Shear,  his true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all  exhibits  thereto,  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and  necessary to be in and
about the premises, as fully to all intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below on April 5, 2005 by the following
persons in the capacities indicated.



        Signature                          Title                      Date
________________________        _______________________________   _____________

By: /s/ Bruce A. Shear          President and Chief Executive     April 5, 2005
                                Officer and Director (principal
                                executive officer)

By: /s/ Paula C. Wurts          Controller, Treasurer             April 5, 2005
                                and Assistant Clerk (principal
                                accounting and financial officer)

By: /s/ Gerald M. Perlow        Clerk and Director                April 5, 2005

By:     Donald E. Robar         Director                          April 5, 2005

By: /s/ Howard W. Phillips      Director                          April 5, 2005

By  /s/ William F. Grieco       Director                          April 5, 2005

By      David E. Dangerfield    Director                          April 5, 2005


                                    -- 5 --
<PAGE>
                                INDEX TO EXHIBITS

Exhibit  Number            Description

  10.41  The Company's 2003 Stock Purchase and Option Plan.

  10.42  The Company's 2004 Non-Employee Director Stock Option Plan.

  5.1    Opinion of Arent Fox, PLLC (counsel)

  23.1   Consent of  BDO Seidman, LLP (independent  registered public accounting
         firm)

  23.2   Consent of Woods & Dwyer P.L.C., (independent auditors)

  23.3   Consent of Arent Fox, PLLC  (counsel) included in exhibit 5.1

  24.1   Power of Attorney: included on signature page

                                    -- 6 --
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8_0305.txt", "description": "COMPANY'S REGISTRATION STATEMENT 04/05/05", "secsgml_size_bytes": 13768}]
{"company-data": {"conformed-name": "PHC INC /MA/", "cik": "0000915127", "assigned-sic": "8082", "irs-number": "042601571", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123842", "film-number": "05733346"}, "business-address": {"street1": "200 LAKE ST STE 102", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "9785362777"}, "mail-address": {"street1": "200 LAKE ST", "street2": "STE 102", "city": "PEABODY", "state": "MA", "zip": "01960"}}
As filed with the Securities and Exchange Commission on April 5, 2005 -
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                    PHC, INC.
             (Exact name of registrant as specified in its charter)

     Massachusetts                                          04-2601571
 (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                       identification no.)

                  200 Lake Street, Suite 102, Peabody, MA 01960
               (Address of principal executive offices) (Zip Code)

                       2003 Stock Purchase and Option Plan
                  2004 Non-Employee Director Stock Option Plan
                            (Full title of the plans)

              Bruce A. Shear, President and Chief Executive Officer
                                    PHC, Inc.
                           200 Lake Street, Suite 102
                                Peabody, MA 01960
                     (Name and address of agent for service)

                                 (978) 536-2777
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Steven A. Cohen, Esq.
                                 Arent Fox, PLLC
                          1050 Connecticut Avenue, N.W.
                            Washington, DC 20036-5339
                                 (202) 857-6000

                                    -- 1 --
CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum       Amount of
 Title of Securities    Amount to be   Offering Price Per  Aggregate Offering    Registration
   to be Registered    Registered (1)     Share (2)             Price (2)            Fee

Class A Common
  Stock, $.01
  par value           1,650,000 shares       $1.94             $3,201,000          $765.04
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans in the event of a stock dividend,  stock split,  recapitalization  or
     other  similar  change in the Common  Stock.  This  Registration  Statement
     constitutes  the latest  registration  statement  of a combined  prospectus
     pursuant to rule 429 of the Securities Act of 1933.

(2)  Estimated  solely for the purpose of calculating the  registration  fee, in
     accordance with Rule 457(c) and (h)(1),  on the basis of the average of the
     bid and asked  price of the Class A Common  Stock as reported on the Nasdaq
     Bulletin Board on March 14, 2005.

(3)  This  Registration  Statement also covers  2,023,750 shares of Common Stock
     pursuant to rule 429 of the General Rules and Regulations of the Securities
     Act of 1933,  of which  430,000  shares  were  registered  in  Registration
     Statement #333-1458 effective February 16, 1996, 770,000 were registered in
     Registration  Statement #333-74373 effective March 12, 1999, 1,050,000 were
     registered in Registration Statement #333-81528, effective January 29, 2002
     and  600,000  were  registered  in  Registration   Statement   #333-102402,
     effective  January 8, 2003 for which filing fees were previously paid. This
     number  reflects  a  reduction  of 826,250  shares of Class A common  stock
     registered in the listed Registration  Statements,  which were to have been
     issued upon the exercise of options which have expired or options that were
     not issued prior to the expiration of the previous option plans.

                                    -- 2 --
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

          *    Information about the Registrant  required by Part I, Items 1 and
               2 to be contained in a Section  10(a)  prospectus is omitted from
               the Registration  Statement in accordance with Rule 428 under the
               Securities Act of 1933, as amended (the  "Securities  Act"),  and
               the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

     1.   The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended June 30, 2004.

     2.   The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended September 30, 2004 and December 31, 2004.

     3.   All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act") since the end of
          the fiscal year covered by the above referred to annual report; and

     4.   The  description  of the  Registrant's  Class A Common  Stock from the
          Company's  Registration  Statement  on  Form  S-3/2  File  #333-117146
          brought effective by the Commission on October 7, 2004.

     In addition, all documents filed by the Registrant after the initial filing
date of this Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange Act, and prior to the filing of a post-effective amendment
which  indicates  that all shares  registered  hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference into this  registration  statement and to be a part hereof from the
date of filing of such documents.

     Item 4. Description of Securities
             Not  applicable.

     Item 5. Interests of Named Experts and Counsel
             Not applicable.

     Item 6. Indemnification of Officers and Directors

     Section 6 of the Company's Restated Articles of Organization  provides,  in
part,  that the Company  shall  indemnify  its  directors,  trustees,  officers,
employees and agents against all liabilities,  costs and expenses, including but
not limited to amounts paid in  satisfaction  of judgments,  in settlement or as
fines and  penalties,  and counsel fees,  reasonably  incurred by such person in
connection with the defense or disposition of or otherwise in connection with or

                                    -- 3 --
resulting from any action,  suit or proceeding in which such director or officer
may be  involved  or  with  which  he may be  threatened,  while  in  office  or
thereafter,  by reason of his actions or omissions in  connection  with services
rendered  directly or indirectly to the Company during his term of office,  such
indemnification  to include  prompt  payment of expenses in advance of the final
disposition of any such action, suit or proceeding.

     In addition,  the Restated  Articles of Organization of the Company,  under
authority of the Business  Corporation Law of The Commonwealth of Massachusetts,
contains a provision  eliminating  the  personal  liability of a director to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, or (iii) for any  transaction  from which the director  derived an improper
personal  benefit.  The foregoing  provision also is  inapplicable to situations
where a director has voted for, or assented to the  declaration  of, a dividend,
repurchase  of  shares,  distribution  or the  making of a loan to an officer or
director, in each case where the same occurs in violation of applicable law.

Item 7. Exemption from Registration Claimed.
        Not applicable.

Item 8. Exhibits.

          10.41 The Company's 2003 Stock Purchase and Option Plan.

          10.42 The Company's 2004 Non-Employee Director Stock Option Plan.

          5.1  Opinion of Arent Fox, PLLC (counsel)

          23.1 Consent  of  BDO  Seidman,  LLP  (independent  registered  public
               accounting firm)

          23.2 Consent of Woods & Dwyer P.L.C., (independent auditors)

          23.3 Consent of Arent Fox, PLLC (counsel) included in exhibit 5.1

          24.1 Power of Attorney: included on signature page

Item 9. Undertakings

          The  Registrant hereby undertakes that it will:

     1.   file,  during  any  period in which it offers or sells  securities,  a
          post-effective amendment to the registration statement to

          i.   include  any  prospectus  required  by  section  10(a)(3)  of the
               Securities Act;

          ii.  reflect in the prospectus any facts or events which, individually
               or together, represent a fundamental change in the information in
               the registration statement;

          iii. include any  additional or changed  material  information  in the
               plan of  distribution.

     2.   for  determining  liability  under  the  Securities  Act,  treat  each
          post-effective  amendment  as a  new  registration  statement  of  the
          securities offered, and the offering of the securities at that time to
          be the initial bona fide offering; and

     3.   file a post-effective amendment to remove from registration any of the
          securities that remain unsold at the end of the offering

                                    -- 4 --
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Peabody, The Commonwealth of Massachusetts on the 5th
day of April 2005.

                                 PHC, Inc.

                                 By:   /s/ Bruce A. Shear
                                           President & Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  Bruce A. Shear,  his true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all  exhibits  thereto,  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and  necessary to be in and
about the premises, as fully to all intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below on April 5, 2005 by the following
persons in the capacities indicated.

        Signature                          Title                      Date
________________________        _______________________________   _____________

By: /s/ Bruce A. Shear          President and Chief Executive     April 5, 2005
                                Officer and Director (principal
                                executive officer)

By: /s/ Paula C. Wurts          Controller, Treasurer             April 5, 2005
                                and Assistant Clerk (principal
                                accounting and financial officer)

By: /s/ Gerald M. Perlow        Clerk and Director                April 5, 2005

By:     Donald E. Robar         Director                          April 5, 2005

By: /s/ Howard W. Phillips      Director                          April 5, 2005

By  /s/ William F. Grieco       Director                          April 5, 2005

By      David E. Dangerfield    Director                          April 5, 2005

                                    -- 5 --
INDEX TO EXHIBITS

Exhibit  Number            Description

  10.41  The Company's 2003 Stock Purchase and Option Plan.

  10.42  The Company's 2004 Non-Employee Director Stock Option Plan.

  5.1    Opinion of Arent Fox, PLLC (counsel)

  23.1   Consent of  BDO Seidman, LLP (independent  registered public accounting
         firm)

  23.2   Consent of Woods & Dwyer P.L.C., (independent auditors)

  23.3   Consent of Arent Fox, PLLC  (counsel) included in exhibit 5.1

  24.1   Power of Attorney: included on signature page

                                    -- 6 --