As filed with the Securities and Exchange Commission on March 12, 1999
                                                     Registration No. 33-

                       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 of incorporation or
                         organization) (I.R.S. employer
                               identification no.)

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

                       1993 Stock Purchase and Option Plan
                        1995 Employee Stock Purchase Plan
                  1995 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:
                            Arnold R. Westerman, Esq.
                        Arent Fox Kintner Plotkin & Kahn
                          1050 Connecticut Avenue, N.W.
                            Washington, DC 20036-5339

                         CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed       Amount of
    Title of        Amount           maximum       maximum       registration
 securities to      to be           offering       aggregate       fee
 be registered    registered        price per      offering
                     (1)            share (2)      price (2)

Class A Common
Stock, $.01 par        
value             770,000 shares     $1.1875       $914,375          $277.08

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans   in  the   event  of  a  stock   dividend,   split-up   of   shares,
     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. Of
     the total number of shares, 1,200,000,  related to these stock purchase and
     option plans  430,000  shares were  registered  in  Registration  #333-1458
     effective  February  16,  1996.  The total  registration  fee paid with the
     February 16, 1996 filing was $1,205.48.

(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
     SmallCap Market on February 24, 1999.

                                     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 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, 1998.

2.   All  reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act") since June 30, 1998;
     and

3.   The description of the  Registrant's  Class A Common Stock  incorporated by
     reference into the Company's  registration statement on Form 8-A filed with
     the Securities and Exchange Commission (the "Commission") on March 2, 1994,
     from the  Company's  registration  statement  on Form  SB-2  (SEC  File No.
     33-71418), initially filed with the Commission on November 9, 1993.

     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
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,
contain 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.

     The  Underwriting  Agreement  by and  between  the  Company  and  Americorp
Securities,  Inc. (the  "Underwriter"),  dated March 3, 1994,  provides that the
Underwriter is obligated,  under certain circumstances,  to indemnify directors,
officers and controlling  persons of the Company  against  certain  liabilities,
including  liabilities under the Securities Act of 1933, as amended (the "Act").

Item 7. Exemption from Registration Claimed. Not applicable.

Item 8. Exhibits.

     4.1      The Company's 1993 Stock Purchase and Option Plan, as amended.

     4.2      The Company's 1995 Employee Stock Purchase Plan, as amended.

     4.3      The Company's 1995 Non-Employee Director Stock Option Plan, as
              amended.

     5.1      Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

    23.1      Consent of BDO Siedman, LLP (independent auditors)

    23.2      Consent of Richard A. Eisner, LLP (independent auditors)

    23.3      Consent of Arent Fox Kintner Plotkin & Kahn (counsel) included 
              in exhibit 5.1

    24.1      Power of Attorney: included on signature page



Item 9.   Undertakings

(a)  The Registrant hereby undertakes:

     (1)  to file, during any period in which it offers or sells  securities,  a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement;

     (2)  that, for the purpose of determining any liability under the Act, each
          such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  Insofar as  indemnification  for  liabilities  arising under the Act may be
     permitted to  directors,  officers and  controlling  persons of the Company
     pursuant to the foregoing  provisions,  or otherwise,  the Company has been
     advised  that in the  opinion of the  Commission  such  indemnification  is
     against  public  policy  as  expressed  in  the  Act  and  is,   therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Company of expenses incurred or
     paid by a  director,  officer or  controlling  person of the Company in the
     successful  defense of any action,  suit or proceeding) is asserted by such
     director,  officer or controlling  person in connection with the securities
     being  registered,  the Company will,  unless in the opinion of counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy as expressed in the Act and will be governed by the
     final adjudication of such issue.



<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the company
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
12th day of March, 1999.

                                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 March 12, 1999 by the following
persons in the capacities indicated.

                                   PHC, INC.



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


       Signature                 Title                        Date

By:  /s/ Bruce A. Shear     President and Chief            March 12, 1999
                            Executive
                            Officer and Director
                            (principal
                            executive officer)

By:  /s/ Paula C. Wurts     Controller, Assistant          March 12, 1999
                            Treasurer
                            and Assistant Clerk
                            (principal
                            accounting and
                            financial officer)
By:  /s/ Gerald M. Perlow   Clerk and Director             March 12, 1999

 
By:  /s/ Donald E. Robar     Treasurer and Director         March 12, 1999


 
By:  /s/ Howard W. Phillips Director                       March 12, 1999

 
By:  /s/ William F. Grieco  Director                       March 12, 1999




<PAGE>

                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of Form S-8, as amended,  and relates to 770,000 shares of Class A
Common Stock, $.0l par value, of PHC, Inc. (the "Company") that have been issued
or reserved  for issuance  under the  Company's  1993 Stock  Purchase and Option
Plan,  1995 Employee  Stock Purchase Plan and 1995  Non-Employee  Director Stock
Option Plan.


<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number                  Description

4.1      The Company's 1993 Stock Purchase and Option Plan, as amended.

4.2      The Company's 1995 Employee Stock Purchase Plan, as amended.

4.3      The Company's 1995 Non-Employee Director Stock Option Plan, as amended.

5.1      Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

23.1     Consent of BDO Siedman, LLP (independent auditors)

23.2     Consent of Richard A. Eisner, LLP (independent auditors)

23.3     Consent of Arent Fox Kintner Plotkin & Kahn (counsel) included in
         exhibit 5.1

24.1     Power of Attorney: included on signature page





<PAGE>

Exhibit 5.1
                                    Arent Fox
                           1050 Connecticut Avenue, NW
                            Washington, DC 20036-5339



Arnold R. Westerman
Tel: 202/857-6243
Fax: 202/857-6395
westerma@arentfox.com
http://www.arentfox.com

                                                  March 3, 1999


PHC, Inc.
200 Lake Street
Suite 102
Peabody, Massachusetts 01960

Gentlemen:

     We have  acted  as  counsel  for PHC,  Inc.,  a  Massachusetts  corporation
("PHC"), with respect to the Company's Registration Statement on Form S-8, filed
by the Company with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933 as amended, of
(i)  1,000,000  shares of Class A Common Stock,  $.01 par value,  subject to the
PHC, Inc.  1993 Stock  Purchase and Option Plan (the "1993 Option  Plan"),  (ii)
150,000 shares of Class A Common Stock, $.01 par value, subject to the PHC, Inc.
1995 Employee Stock Purchase Plan,  (the "1995 Purchase  Plan") and (iii) 50,000
shares of Class A Common  Stock,  $.01 par value,  subject to the PHC, Inc. 1995
Non-Employee Director Stock Option Plan, (the "1995 Director Plan").

     On the basis of such  investigation as we have deemed necessary,  we are of
the  opinion  that the  shares  of PHC  Class A  Common  Stock to be sold by the
Company  under it's 1993 Option Plan,  1995 Purchase Plan and 1995 Director Plan
will be validly issued,  fully paid and nonassessable  when issued in accordance
with the transactions  described in the Registration  Statement and as specified
therein.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to such
Registration Statement and to the reference to our firm under the heading "Legal
Matters." In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended.


                               Very truly yours,



                               /s/ ARENT FOX KINTNER PLOTKIN & KAHN



                        Arent Fox Kintner Plotkin & Kahn
         New York, NY - McLean, VA - Bethesda, MD - Budapest, Hungary -
                         Jeddah, Kingdom of Saudi Arabia


<PAGE>

Exhibit 23.1





                         CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of PHC, Inc. (the  "Company") of our report dated September 18, 1998
on the consolidated  financial statements of the Company for the year ended June
30, 1998  appearing in the  Company's  Annual Report on Form 10-KSB for the year
ended June 30, 1998.



BDO Siedman, LLP
Boston, Massachusetts
March 5, 1999


<PAGE>

Exhibit 23.2





                         CONSENT OF INDEPENDENT AUDITORS


     We hereby consent to the  incorporation  by reference in this  Registration
Statement on Form S-8 of PHC, Inc. (the "Company") of our report dated September
19, 1997 on the  consolidated  financial  statements of the Company for the year
ended June 30, 1997 appearing in the Company's  Annual Report on Form 10-KSB for
the year ended June 30, 1998.



Richard A. Eisner, LLP
New York, NY
March 5, 1999


<PAGE>

Exhibit 4.1

                       1993 STOCK PURCHASE AND OPTION PLAN


1.   Purpose

     The  purpose of this PHC,  Inc.  1993 Stock  Purchase  and Option Plan (the
"Plan") is to provide for (i) the grant of incentive  stock options,  as defined
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to
certain key employees of PHC, Inc. (the  "Company") and its  subsidiaries,  (ii)
the grant of non-qualified stock options to certain employees  (including leased
employees), directors, consultants and others whose efforts are important to the
success of the Company  and its  subsidiaries,  and (iii)  direct  purchases  of
restricted  stock in the  Company  ("Restricted  Stock")  by  certain  employees
(including leased employees),  directors, and consultants of the Company and its
subsidiaries.  As  used  in  this  Plan,  the  term  "subsidiary"  shall  mean a
subsidiary  corporation  as defined in Section 424(f) of the Code. All incentive
stock  options and  non-qualified  stock options which may be granted under this
Plan are hereinafter referred to as "Options."

2.   Administration of Plan.

     This Plan shall be  administered  by the Board of  Directors of the Company
(the "Board").  The Board shall have the right, in its  discretion,  to delegate
any  and  all  of  its  powers  hereunder  to  a  Compensation   Committee  (the
"Committee") of two or more of its members.  In the event the Company  registers
any class of any  equity  security  pursuant  to  Section  12 of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  each  member of the
Committee shall be a  "disinterested  person" as defined in Rule 16b-3 under the
Exchange Act. Subject to the terms of the Plan, the Committee,  if so appointed,
shall have  authority to interpret  the Plan, to prescribe and rescind rules and
regulations  relating to it, and to make all other  determinations  necessary or
advisable  for its  administration.  In the event that the Board  delegates  its
powers  to a  Committee  to  administer  the  Plan  in  whole  or in  part,  the
Committee's determinations with respect thereto shall not be subject to approval
by the Board,  and to the extent of such  delegation,  reference in this Plan to
the Board shall be deemed to refer to the Committee.
 
3.   Shares Covered by Plan.

     The stock subject to Options and  Restricted  Stock shall be authorized but
unissued  shares of Class A Common  Stock,  $.01 par  value  per share  ("Common
Stock"), of the Company, or shares of Common Stock re-acquired by the Company in
any manner. The Options and Restricted Stock which may be issued hereunder shall
assume the  effectiveness  of a reverse stock split and the  restatement  of the
Company's  Articles  of  Organization,  which is  expected  to occur in the last
calendar  quarter of 1993, and no further  adjustment in the number of shares of
Restricted  Stock or Options to be issued  hereunder shall be made as the result
of such reverse stock split or restatement. The aggregate number of shares which
may be issued pursuant to the Plan is 300,000, subject to adjustment as provided
in  Section  11.  Any such  shares  may be issued as  incentive  stock  options,
non-qualified  stock options or Restricted Stock as long as the aggregate number
of shares so issued  does not exceed such  number,  as  adjusted.  If any Option
granted under the Plan shall expire or terminate for any reason  without  having
been  exercised in full or shall cease for any reason to be exercisable in whole
or in part, the shares subject to such expired or terminated  Option shall again
be available for grants of Options or Restricted Stock under the Plan.

4.   Eligibility.

     All  employees,  directors,   consultants  and  others  whose  efforts  are
important to the success of the Company shall be eligible to receive Options and
Restricted Stock under this Plan; provided,  that incentive stock options may be
granted only to employees of the Company or its subsidiaries.


5.   Allotment of Options and Number of Shares.

     The allotment of Options among the eligible grantees,  the number of shares
to be covered by each Option to be granted,  and the  designation  of Options as
either  incentive  stock  options  or  non-qualified   stock  options  shall  be
determined by the Board.

6.   Option Agreements; Terms of Options.

     Each grantee to whom an Option is granted (an "Optionee")  shall enter into
a written  agreement with the Company  setting forth the terms and conditions of
the Option  granted to him, which  agreement may contain such terms,  conditions
and restrictions not inconsistent  with the terms of the Plan as the Board shall
approve in each case.

7.   Option Price.

     The  price to be paid by an  Optionee  who  exercises  an  Option  shall be
determined by the Board but in the case of incentive  stock  options,  except in
the case of  substituted  options  granted  pursuant to Section 12,  shall in no
event be less than the fair  market  value of the Common  Stock on the date such
Option is granted.

8.   Duration and Rate of Exercise of Options.

     The option  period shall be fixed by the Board but in any event each Option
shall by its terms be exercisable no later than the expiration of ten years from
the date such Option is granted.

     The  Board  shall  determine  the  rate  at  which  each  Option  shall  be
exercisable.

     The  Board  shall  determine  the  manner  in which  each  Option  shall be
exercisable  and the  timing  and  form of the  purchase  price  to be paid by a
Optionee upon the exercise of an Option under the Plan.  To the extent  provided
in the option  agreement,  payment of the purchase price may be in cash, part in
cash  and  part  by  personal  promissory  note  or in  whole  or in part by the
surrender of a whole number of shares of  previously  issued Common Stock of the
Company.  Previously  issued shares of Common Stock shall be accepted as payment
in an amount equal to the then fair market value of the surrendered shares.

9.   Nontransferability of Options.

     Each Option  granted under the Plan to any person shall by its terms not be
transferable  by  him  otherwise  than  by  will  or the  laws  of  descent  and
distribution, and shall be exercisable during his lifetime only by him.

10.  Rights as a Stockholder.

     An  Optionee  shall  have no rights as a  stockholder  with  respect to any
shares covered by his Options until he shall have become the holder of record of
such shares,  and no adjustment shall be made,  except  adjustments  pursuant to
Section 11 hereof,  for dividends  (ordinary or extraordinary,  whether in cash,
securities  or other  property) or  distributions  or other rights in respect of
such  shares  for which the  record  date is prior to the date on which he shall
have become the holder of record thereof.

11.  Effect of Change in Stock Subject to the Plan.

     If there is any change in the shares of Common Stock of the Company through
the  declaration of stock  dividends or through  recapitalizations  resulting in
stock split-ups or combinations or exchanges of shares or otherwise,  the number
of shares available for Options,  the exercise price of outstanding Options, and
the number of shares  subject to any Option shall be  appropriately  adjusted by
the Board, and in its discretion,  in such cases, fractional parts of shares may
be disregarded.

     If the  Company is merged into or  consolidated  with  another  corporation
under  circumstances where the Company is not the surviving  corporation,  or if
the Company is liquidated or sells or otherwise disposes of substantially all of
its assets to another  corporation while unexercised Options remain outstanding,
(i)  subject  to the  provisions  of  clauses  (iii) and (iv)  below,  after the
effective date of such merger,  consolidation  or sale, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of such Option,
to  receive  in lieu of shares of Common  Stock,  shares of such  stock or other
securities  as the holders of shares of Common  Stock  received  pursuant to the
terms of the  merger,  consolidation  or sale;  or (ii) the  Board may waive any
discretionary  limitations  imposed  pursuant  to  Section  8 hereof so that all
Options  from and  after a date  prior  to the  effective  date of such  merger,
consolidation,  liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; or (iii) all outstanding  Options may be cancelled
by the  Board  as of the  effective  date  of any  such  merger,  consolidation,
liquidation or sale provided that notice of such cancellation  shall be given to
each holder of an Option,  and each holder of an Option  shall have the right to
exercise such Option in full (without  regard to any  discretionary  limitations
imposed  pursuant  to Section 8 hereof)  during a 30-day  period  preceding  the
effective date of such merger,  consolidation  or sale; or (iv) all  outstanding
Options  may be  cancelled  by the  Board  as of the  date of any  such  merger,
consolidation,  liquidation  or sale provided  that notice of such  cancellation
shall be given to each holder of an Option,  and each holder of an Option  shall
have the right to  exercise  such Option but only to the extent  exercisable  in
accordance  with any  discretionary  limitations  imposed  pursuant to Section 8
prior to the effective date of such merger, consolidation, liquidation or sale.

12.  Grant of Options in Connection With Certain Acquisitions.

     The Board may grant  Options under the Plan in  substitution  for incentive
stock  options or  non-qualified  stock  options  granted  under  plans of other
employers,  if  such  grant  occurs  in  connection  with  a  corporate  merger,
consolidation,  separation,  reorganization, or liquidation to which the Company
or any of its  subsidiaries  is a party,  or by  reason  of the  acquisition  of
property  or  stock  of  another  corporation  by  the  Company  or  any  of its
subsidiaries,  provided that such  transaction is a transaction to which Section
424(a) of the Code applies.  The Board may impose such terms and conditions upon
the grant of any  incentive  stock option under this Section 12 as are necessary
to ensure that the  substitution  will qualify under Section  424(a) of the Code
and will not constitute a modification of the Option under Section 424(h) of the
Code,  even though any such term or condition  would  otherwise be  inconsistent
with the provisions of this Plan.  Options  granted under the provisions of this
Section  12 may be granted  at a price  less than the fair  market  value of the
Common  Stock on the date such  Option is  granted,  so long as the ratio of the
option price to the fair market  value of the Common Stock is no more  favorable
to the  Optionee  than the ratio of the option price to the fair market value of
the stock subject to the old option immediately before such substitution. Except
as otherwise  specifically provided in the agreement setting forth the terms and
conditions  of such an Option,  the  provisions  of this Plan  shall  govern any
Options  granted  under this  Section  12.  Nothing in this  Section 12 shall be
deemed to authorize  the grant of Options  under the Plan for a number of shares
in  excess of the  number  set  forth in  Section  3, or to limit in any way the
authority  of the Board to grant  substituted  options in  connection  with such
transactions other than under the Plan.

13.  Restricted Stock.

     Each grant of  Restricted  Stock  under the Plan shall be  evidenced  by an
instrument  (a  "Restricted  Stock  Agreement")  in such form as the Board shall
prescribe  from time to time in  accordance  with the Plan and shall comply with
such  other  terms  and  conditions  as  the  Board,  in its  discretion,  shall
establish.  The Board shall determine the number of shares of Common Stock to be
issued to an eligible  grantee pursuant to the grant of Restricted Stock and the
extent to which  payment of the purchase  price may be made in cash, by personal
promissory note, by other  consideration,  or by a combination  thereof.  To the
extent  payment of the  purchase  price is made by a personal  promissory  note,
payment of the promissory  note shall be secured by and entitled to the benefits
of a first priority pledge of the shares of Restricted  Stock to the extent that
payment for such Restricted Stock is evidenced by such promissory note.
 
14.  Use of Proceeds.

     The proceeds received by the Company from the sale of stock pursuant to the
Plan may be used for general corporate purposes.

15.  Amendment and Discontinuance.

     The  Board  may  from  time  to  time  alter  or  suspend  and at any  time
discontinue the Plan.  However, no action of the Board may, without the approval
of the  stockholders,  increase  the maximum  number of shares to be offered for
sale  under the Plan in the  aggregate  (other  than  according  to the terms of
Section  11  above),  modify  the  provisions  of  Section  4  hereof  regarding
eligibility,  reduce the purchase price at which shares may be offered  pursuant
to  Options  (other  than  according  to the terms of  Section  11),  extend the
expiration  date of the Plan or  otherwise  materially  increase the benefits to
participants under the Plan; nor may any action of the Board or the stockholders
alter or impair the rights of an Optionee or purchaser of Restricted Stock under
any outstanding Option or share of Restricted Stock previously granted under the
Plan, without the consent of the holder of the Option or Restricted Stock.

16.  Withholding of Additional Income Taxes.

     The  Company,  in  accordance  with  the  Code,  may,  upon  exercise  of a
non-qualified  stock  option or the  purchase of Common  Stock for less than its
fair market value or the lapse of restrictions on Restricted Stock or the making
of a  Disqualifying  Disposition  (as  defined in Section 17 below)  require the
employee to pay  additional  withholding  taxes in respect of the amount that is
considered compensation includible in such person's gross income.

17.  Notice to Company of Disqualifying Disposition.

     Each  employee who receives  incentive  stock options shall agree to notify
the Company in writing  immediately  after the  employee  makes a  disqualifying
disposition  of  any  Common  Stock  received  pursuant  to the  exercise  of an
incentive   stock   option  (a   "Disqualifying   Disposition").   Disqualifying
Disposition means any disposition  (including any sale) of such stock before the
later of (a) two years after the employee was granted the incentive stock option
under which he acquired such stock, or (b) one year after the employee  acquired
such stock by exercising such incentive  stock option.  If the employee had died
before such stock is sold, these holding period requirements do not apply and no
Disqualifying Disposition will thereafter occur.

18.  Effective Date and Termination Date.

     The Plan and any amendment  thereto  requiring  stockholder  approval shall
become effective upon the date of its adoption by the Board, subject, however to
approval by the  stockholders  of the Company within twelve months of such date.
The Plan shall remain in effect  until  terminated  by the Board,  but not later
than ten years after the date the Plan is initially  adopted by the Board, or is
approved by the shareholders, whichever first occurs.

     The Plan was  initially  adopted by the Board of Directors of PHC,  Inc. on
August 26, 1993.

     The Plan  was  initially  approved  by the  stockholders  of PHC,  Inc.  on
November 30, 1993.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 400,000 shares was adopted by the Board of Directors of PHC, Inc.
on November 17, 1997 and approved by the  stockholders  of PHC, Inc. on December
26, 1997.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 1,000,000  was adopted by the Board of Directors of PHC,  Inc. on
December 15, 1998 and approved by the  stockholders of PHC, Inc. on December 23,
1998.



<PAGE>


Exhibit 4.2
                                    PHC, INC.
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                        Effective as of October 18, 1995

     1. PURPOSE.  The purpose of this Employee  Stock Purchase Plan (the "Plan")
is  to  provide   employees   (including  leased  employees)  of  PHC,  Inc.,  a
Massachusetts  corporation (the "Company"),  and its  subsidiaries,  who wish to
become  stockholders  of the Company,  an opportunity to purchase Class A Common
Stock of the  Company  (the  "Shares").  The Plan is  intended  to qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").

     2. ELIGIBLE EMPLOYEES.  Subject to provisions of Sections 7, 8 and 9 below,
any  individual  who is in the full-time  employment  (as defined  below) of the
Company,  or any of its  subsidiaries (as defined in Section 424(f) of the Code)
the  employees of which are  designated by the Board of Directors of the Company
(the "Board") as eligible to participate in the Plan, is eligible to participate
in any  Offering  of Shares (as  defined in Section 3 below) made by the Company
hereunder.  Full-time  employment  shall include all employees  whose  customary
employment is:

     (a) in excess of 20 hours per week; and

     (b) more than five months in the relevant calendar year.

     3. OFFERING DATES.  From time to time the Company,  by action of the Board,
will grant rights to purchase Shares to employees eligible to participate in the
Plan pursuant to one or more  offerings  (each of which is an  "Offering")  on a
date or series of dates (each of which is an  "Offering  Date")  designated  for
this purpose by the Board.

     4. PRICES.  The price per Share for each grant of rights hereunder shall be
the lesser of:

     (a)  eighty-five  percent  (85%) of the fair market value of a Share on the
Offering Date on which such right was granted; or

     (b)  eighty-five  percent  (85%) of the fair market value of a Share on the
date such right is exercised.

     At its discretion,  the Board of Directors may determine a higher price for
a grant of rights.  For purposes of this Plan,  the term "fair market  value" on
any date means (i) the  average (on that date) of the high and low prices of the
Company's Class A Common Stock on the principal national  securities exchange on
which the Class A Common  Stock is traded,  if the Class A Common  Stock is then
traded on a national securities  exchange;  or (ii) the last reported sale price
(on that date) of the Class A Common Stock on the Nasdaq National Market, if the
Class A Common Stock is not then traded on a national  securities  exchange;  or
(iii) the average of the closing bid and asked prices last quoted (on that date)
by an established  quotation  service for  over-the-counter  securities,  if the
Class A Common  Stock is not  reported  on the Nasdaq  National  Market.  If the
Company's  Class A Common  Stock is not  publicly  traded at the time a right is
granted under this Plan, "fair market value" shall mean the fair market value of
the Class A Common Stock as determined by the  Administrator  (as defined below)
after  taking  into  consideration  all  factors  which  it  deems  appropriate,
including,  without  limitation,  recent  sale and  offer  prices of the Class A
Common Stock in private transactions negotiated at arms length.

   5.     EXERCISE OF RIGHTS AND METHOD OF PAYMENT

     (a)  Rights  granted  under the Plan will be  exercisable  periodically  on
specified dates as determined by the Board.

     (b) The method of payment  for Shares  purchased  upon  exercise  of rights
granted  hereunder shall be through  regular  payroll  deductions or by lump sum
cash payment or both, as determined by the Board. No interest shall be paid upon
payroll deductions unless specifically provided for by the Board.

     (c) Any payments received by the Company from a participating  employee and
not  utilized  for the  purchase  of Shares  upon  exercise  of a right  granted
hereunder  shall be  promptly  returned to such  employee  by the Company  after
termination of the right to which the payment relates.

     6. TERM OF RIGHTS. Rights granted on any Offering Date shall be exercisable
upon the expiration of such period ("Offering Period") as shall be determined by
the Board when it authorizes the Offering, or provided that such Offering Period
shall in no event be longer than twenty-seven (27) months.

     7.  SHARES  SUBJECT TO THE PLAN.  No more than  100,000  Shares may be sold
pursuant to rights granted under the Plan; provided,  however,  that appropriate
adjustment  shall be made to such  number,  to the  number of Shares  covered by
outstanding rights granted hereunder, to the exercise price of the rights and to
the maximum number of Shares which an employee may purchase (pursuant to Section
8  below)  to  give  effect  to any  mergers,  consolidations,  reorganizations,
recapitalizations,  stock splits,  stock dividends or other relevant  changes in
the  capitalization  of the Company  occurring  after the effective  date of the
Plan,  provided that no  fractional  Shares shall be subject to a right and each
right shall be adjusted  downward to the nearest  full Share.  Any  agreement of
merger or  consolidation  will include  provisions  for  protection  of the then
existing rights of participating employees under the Plan. Either authorized and
unissued  Shares or issued  Shares  heretofore  or hereafter  reacquired  by the
Company  may be made  subject  to rights  under the Plan.  If for any reason any
right  under the Plan  terminates  in whole or in part,  Shares  subject to such
terminated right may again be subjected to a right under the Plan.

    8.     LIMITATIONS ON GRANTS.

     (a) No  employee  shall be  granted  a right  hereunder  if such  employee,
immediately  after the right is  granted,  would own stock or rights to purchase
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company, or of any subsidiary,  computed in
accordance with Sections 423(b)(3) and 424(d) of the Code.

     (b) No  employee  shall be  granted a right  which  permits  his  rights to
purchase  shares  of  capital  stock of the  Company  under all  employee  stock
purchase  plans of the  Company and its  subsidiaries  to accrue at a rate which
exceeds twenty-five  thousand dollars ($25,000) (or such other maximum as may be
prescribed  from time to time by the Code) of fair  market  value of such Shares
(determined  at the time such right is granted) for each  calendar year in which
such right is  outstanding  at any time in  accordance  with the  provisions  of
Section 423(b)(8) of the Code.

     (c) The number of Shares for which  rights  granted in any  Offering can be
exercised shall be either (i) the same for each employee  participating  in such
Offering  or (ii) shall bear a uniform  relation  to the total  compensation  or
basic or regular rate of compensation  for each employee  participating  in such
Offering. No right granted to any participating employee under a single Offering
shall cover more shares than may be purchased at an exercise  price equal to 10%
of the compensation  payable to the employee during the Offering not taking into
consideration any changes in the employee's rate of compensation  after the date
the employee elects to participate in the Offering,  or such other percentage as
determined by the Board from time to time.  This provision shall be construed to
meet the requirements set forth in Section 423(b)(5) of the Code.

     9. LIMIT ON PARTICIPATION. Participation in an Offering shall be limited to
eligible  employees who elect to participate in such Offering in the manner, and
within the time  limitation,  established  by the Board when it  authorizes  the
Offering.

     10. CANCELLATION OF ELECTION TO PARTICIPATE. An employee who has elected to
participate in an Offering may, unless the employee has waived this cancellation
right at the time of such election in a manner established by, the Board, cancel
such election as to all (but not part) of the rights granted under such Offering
by  giving  written  notice  of such  cancellation  to the  Company  before  the
expiration  of the  Offering  Period.  Any amounts  paid by the employee for the
Shares or withheld for the purchase of Shares from the  employee's  compensation
through payroll deductions shall be paid to the employee, without interest, upon
such cancellation.

     11.  TERMINATION  OF  EMPLOYMENT.  Upon  termination  of employment for any
reason, including the death of the employee, before the date on which any rights
granted  under  the Plan are  exercisable,  all such  rights  shall  immediately
terminate  and amounts  paid by the  employee for the Shares or withheld for the
purchase of Shares from the employee's  compensation  through payroll deductions
shall be paid to the employee or to the employee's estate, without interest.

     12. EMPLOYEE'S RIGHTS AS STOCKHOLDER.  No participating employee shall have
any rights  as a stockholder in the Shares covered by a right granted  hereunder
until  such  right  has been  exercised,  full  payment  has  been  made for the
corresponding Shares and the certificate for such Shares is actually issued.

     13. RIGHTS NOT  TRANSFERABLE.  Rights under the Plan are not  assignable or
transferable  by a  participating  employee  and  are  exercisable  only  by the
employee.

     14. LIMITS ON SALE OF STOCK  PURCHASED UNDER THE PLAN. The Plan is intended
to provide shares of Class A Common Stock for investment and not for resale. The
Company does not,  however,  intend to restrict or influence any employee in the
conduct of such employee's own affairs. An employee may,  therefore,  sell stock
purchased under the Plan at any time the employee chooses, subject to compliance
with any applicable Federal or state securities laws;  provided,  however,  that
because of certain  Federal tax  requirements,  each employee agrees by entering
the Plan,  promptly  to give the  Company  notice of any such stock  disposed of
within  two years  after the date of grant of the  applicable  right or one year
after transfer of the Shares to such employee  showing the number of such Shares
disposed of. THE  EMPLOYEE  ASSUMES THE RISK OF ANY MARKET  FLUCTUATIONS  IN THE
PRICE OF THE STOCK.

     15.  AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN. The Board may at any time
terminate or amend the Plan  without  notice and without  further  action on the
part of stockholders of the Company, provided:

     (a) that no such  termination or amendment shall adversely  affect the then
existing rights of any participating employee; and

     (b)  that any such amendment which:

          (i)  increases  the number of Shares  subject to the Plan  (subject to
               the provisions of Section 7);

          (ii) changes the class of persons  eligible to  participate  under the
               Plan; or

          (iii)materially  increases the benefits accruing to participants under
               the Plan shall be subject to approval of the  stockholders of the
               Company.

     16.  EFFECTIVE  DATE AND  APPROVALS.  The Plan was  adopted by the Board on
October 18, 1995 to become  effective as of said date. The Company's  obligation
to offer,  sell and deliver its Shares under the Plan is subject to the approval
of its  stockholders  not later than October 18, 1996,  and of any  governmental
authority  required in connection  with the authorized  issuance or sale of such
Shares  and is further  subject  to the  Company  receiving  the  opinion of its
counsel that all applicable securities laws have been complied with.

     17. TERM OF PLAN.  No rights shall be granted  under the Plan after October
18, 2005.
 
     18.  ADMINISTRATION  OF THE PLAN.  The Board or any committee or persons to
whom  it  delegates  its  authority  (the  "Administrator")   shall  administer,
interpret and apply all provisions of the Plan. The Administrator may waive such
provisions of the Plan as it deems necessary to meet special  circumstances  not
anticipated or covered expressly by the Plan.  Nothing contained in this Section
shall be  deemed to  authorize  the  Administrator  to alter or  administer  the
provisions of the Plan in a manner  inconsistent  with the provisions of Section
423 of the Code. No member of the  Administrator  shall be liable for any action
or  determination  made in good  faith  with  respect  to the Plan or any  right
granted under it.

     The Plan was  initially  adopted by the Board of Directors of PHC,  Inc. on
October 18, 1995.

     The Plan  was  initially  approved  by the  stockholders  of PHC,  Inc.  on
December 15, 1995.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 150,000 shares was adopted by the Board of Directors of PHC, Inc.
on November 17, 1997 and approved by the  stockholders  of PHC, Inc. on December
26, 1997.





<PAGE>

Exhibit 4.3
                                    PHC, INC.

                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

     1. Purpose. This 1995 Non-Employee Director Stock Option Plan (hereinafter,
the "Plan") is intended to promote the interests of PHC,  Inc., a  Massachusetts
corporation (the "Company"), by providing an inducement to obtain and retain the
services of qualified  persons who are not  employees of the Company to serve as
members of its Board of Directors (the "Board").

     2.  Available  Shares.  The total number of shares of Class A Common Stock,
$.01 par value,  of the Company (the "Class A Common  Stock") for which  options
may be  granted  under the Plan  shall not  exceed  30,000  shares,  subject  to
adjustment in accordance with Section 10 of the Plan. Shares subject to the Plan
are  authorized  but  unissued  shares or  shares  that  were  once  issued  and
subsequently  reacquired by the Company.  If any options  granted under the Plan
are surrendered before exercise or lapse without exercise,  in whole or in part,
the shares reserved therefor shall continue to be available under the Plan.
 
     3.  Administration.  The Plan  shall be  administered  by the Board or by a
committee appointed by the Board (the "Committee"). In the event the Board fails
to appoint or refrains  from  appointing a  Committee,  the Board shall have all
power and authority to administer the Plan. In such event,  the word "Committee"
wherever  used herein shall be deemed to mean the Board.  The  Committee  shall,
subject to the  provisions of the Plan,  have the power to construe the Plan, to
determine  all  questions  hereunder,  and to adopt  and  amend  such  rules and
regulations  for the  administration  of the Plan as it may deem  desirable.  No
member  of the  Board  or the  Committee  shall  be  liable  for any  action  or
determination  made in good faith with respect to the Plan or any option granted
under it.

      4.   Granting of Options.

     During the term of the Plan and subject to the availability of shares under
the Plan:

     (a)  Initial  Grants.  Each  director  who is,  at the time of the  initial
approval by the Board of this Plan, serving as a director of the Company and who
is not a  current  or  former  employee  of the  Company  shall,  contingent  on
shareholder  approval of this Plan,  receive at the time of the first meeting of
the Board following approval by the Board of this Plan an option to purchase the
number of shares of Class A Common Stock which is equal to 500 multiplied by the
number of full years such director has served on the Board at that time.
 
     (b)  Subsequent  Grants.  At the time of each annual  meeting of the Board,
beginning with the first such meeting following the meeting at which the initial
grants are made  pursuant to  subsection  4(a)  hereof,  during the term of this
Plan,  there  shall be granted to each  director  who is not a current or former
employee  of the Company an option to  purchase  2,000  shares of Class A Common
Stock.

     Except for the specific  options  referred to above, no other options shall
be granted under the Plan.

     5.  Option  Price.  The  purchase  price of the stock  covered by an option
granted  pursuant  to the Plan  shall be 100% of the fair  market  value of such
shares on the day the option is  granted.  The  option  price will be subject to
adjustment in  accordance  with the  provisions  of Section 10 of the Plan.  For
purposes of the Plan,  if, at the time an option is granted under the Plan,  the
Company's Class A Common Stock is publicly traded,  "fair market value" shall be
determined as of the last business day for which the prices or quotes  discussed
in this  sentence  are  available  prior to the date such  option is granted and
shall  mean (i) the  average  (on that  date) of the high and low  prices of the
Class A Common Stock on the principal national  securities exchange on which the
Class A Common Stock is traded,  if the Class A Common Stock is then traded on a
national securities  exchange;  (ii) the last reported sale price (on that date)
of the Class A Common Stock on the Nasdaq National Market, if the Class A Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid  price  (or  average  of bid  prices)  last  quoted  (on  that  date)  by an
established  quotation service for over-the-counter  securities,  if the Class A
Common  Stock is not  reported  on the Nasdaq  National  Market or on a national
securities  exchange.  If, at the time an option is granted under the Plan,  the
Company's Class A Common Stock is not publicly traded, "fair market value" shall
be as determined (i) by the mutual agreement of the optionee and the Company, or
(ii) if such parties are unable to reach such agreement within 30 days after the
grant of such  option,  by a reputable  appraiser  selected by the Company  (the
"Appraiser"). The Appraiser shall determine the fair market value without giving
any  consideration,  premium or discount to the fact that the  optionee  may own
more or less  than a  majority  of the  outstanding  stock of the  Company.  The
Appraiser shall determine the fair market value not later than 60 days after the
grant of such option.  The cost of the  appraisal as determined by the Appraiser
shall be borne by the Company.

     6.  Period of Option.  Unless  sooner  terminated  in  accordance  with the
provisions of Section 8 of the Plan, an option granted hereunder shall expire on
the date which is ten (10) years after the date of grant of the option.

      7.   Vesting of Shares and Non-transferability of Options.

     (a) Vesting.  Options granted under the Plan shall not be exercisable until
they become  vested.  Options  granted under the Plan shall vest in the optionee
and thus become exercisable by the optionee as follows:  25% immediately and 25%
on each of the first, second and third anniversary of the date of grant.

     (b) Legend on Certificates. The certificates representing such shares shall
carry such appropriate  legend and such written  instructions  shall be given to
the Company's  transfer agent as may be deemed necessary or advisable by counsel
to the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

     (c) Non-transferability.  Any option granted pursuant to the Plan shall not
be  assignable  or  transferable  other than by will or the laws of descent  and
distribution and shall be exercisable during the optionee's lifetime only by him
or her.

      8.   Termination of Option Rights.

     (a) In the  event an  optionee  ceases  to be a member of the Board for any
reason other than death or permanent disability, any then unexercised portion of
options  granted  to  such  optionee  shall,  to the  extent  not  then  vested,
immediately  terminate  and become void;  any portion of an option which is then
vested but has not been  exercised  at the time the  optionee  so ceases to be a
member of the Board may be  exercised,  to the extent it is then vested,  by the
optionee  within 180 days of the date the optionee  ceased to be a member of the
Board, and all options shall terminate after the 180-day period has expired.

     (b) In the  event  that an  optionee  ceases to be a member of the Board by
reason of his or her death or permanent  disability,  any option granted to such
optionee shall be immediately  and  automatically  accelerated  and become fully
vested and all  unexercised  options shall be exercisable by the optionee (or by
the optionee's personal representative,  heir or legatee, in the event of death)
until the  earlier of the  scheduled  expiration  date of the option or 180 days
after the death or disability of the optionee.

     9. Exercise of Option.  Subject to the terms and conditions of the Plan and
the option  agreements,  an option granted  hereunder  shall, to the extent then
exercisable,  be exercisable in whole or in part by giving written notice to the
Company at its  principal  office  address,  stating  the number of shares  with
respect to which the option is being  exercised,  accompanied by payment in full
for such  shares.  Payment  may be (a) in United  States  dollars  in cash or by
check,  (b) in whole or in part in shares of Class A Common Stock of the Company
already owned by the person or persons  exercising  the option or shares subject
to the option being exercised  (subject to such  restrictions  and guidelines as
the Board may adopt from time to time),  valued at fair market value  determined
in accordance with the provisions of Section 5 or (c) consistent with applicable
law, through the delivery of an assignment to the Company of a sufficient amount
of the proceeds from the sale of the Class A Common Stock acquired upon exercise
of the option and an  authorization  to the broker or selling  agent to pay that
amount to the Company, which sale shall be at the participant's direction at the
time of  exercise.  There shall be no such  exercise at any one time as to fewer
than one hundred (100) shares or all of the remaining shares then purchasable by
the person or persons  exercising  the option,  if fewer than one hundred  (100)
shares. The Company's transfer agent shall, on behalf of the Company,  prepare a
certificate  or  certificates  representing  such  shares  acquired  pursuant to
exercise of the option,  shall register the optionee as the owner of such shares
on the books of the Company and shall cause the fully  executed  certificates(s)
representing  such shares to be delivered to the optionee as soon as practicable
after  payment of the option  price in full.  The holder of an option  shall not
have any rights of a  stockholder  with  respect  to the  shares  covered by the
option except to the extent that one or more  certificates for such shares shall
be delivered to him or her upon the due exercise of the option.

     10. Adjustments Upon Changes in Capitalization and Other Matters.  Upon the
occurrence of any of the following  events, an optionee's rights with respect to
options  granted  to him or her  hereunder  shall  be  adjusted  as  hereinafter
provided:

     (a) Stock Dividends. In the event the Company shall issue any of its shares
as a stock  dividend  upon or with  respect  to the shares of stock of the class
which  shall at the time be  subject to option  hereunder,  each  optionee  upon
exercising  an Option shall be entitled to receive (for the purchase  price paid
upon such  exercise) the shares as to which he is exercising  his Option and, in
addition thereto (at no additional  cost), such number of shares of the class or
classes in which such stock  dividend or dividends  were  declared or paid,  and
such amount of cash in lieu of fractional  shares,  as he would have received if
he had been the holder of the shares as to which he is exercising  his Option at
all times between the date of grant of such Option and the date of its exercise.

     (b) Merger;  Consolidation;  Liquidation;  Sale of Assets. In the event the
Company  is  merged  into  or  consolidated   with  another   corporation  under
circumstances  where the  Company  is not the  surviving  corporation  or if the
Company is liquidated or sells or otherwise disposes of all or substantially all
of  its  assets  to  another   corporation  while  unexercised   options  remain
outstanding   under  the  Plan,   after  the  effective  date  of  such  merger,
consolidation or sale, as the case may be, each holder of an outstanding  option
shall be entitled, upon exercise of such option, to receive in lieu of shares of
Class A Common Stock, shares of such stock or other securities as the holders of
shares of Class A Common  Stock  received  pursuant  to the terms of the merger,
consolidation or sale.

     (c)  Issuance  of  Securities.  Except as  expressly  provided  herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of shares
subject to options.  No adjustments  shall be made for dividends paid in cash or
in property other than securities of the Company.

    (d) No Fractional  Shares.  No fractional  shares shall  actually be issued
under the Plan. Any fractional  shares which, but for this subsection (d), would
have been issued to an optionee  pursuant to an Option,  shall be deemed to have
been issued and immediately sold to the Company for their fair market value, and
the optionee  shall  receive  from the Company  cash in lieu of such  fractional
shares.

     (e)  Adjustments.  Upon the happening of any of the foregoing  events,  the
class and aggregate number of shares set forth in Section 2 of the Plan that are
subject to options which  previously  have been or  subsequently  may be granted
under the Plan shall also be appropriately  adjusted to reflect such events. The
Board shall determine the specific  adjustments to be made under this Section 10
and its determination shall be conclusive.

     11.  Restrictions on Issuance of Shares.  Notwithstanding the provisions of
Sections 4 and 9 of the Plan,  the Company  shall have no  obligation to deliver
any  certificate  or  certificates  upon  exercise of an option until one of the
following conditions shall be satisfied:

     (i) The shares with respect to which the option has been  exercised  are at
the time of the issue of such shares  effectively  registered  under  applicable
Federal and state securities laws as now in force or hereafter amended; or

     (ii)  Counsel for the Company  shall have given an opinion that such shares
are exempt from  registration  under Federal and state securities laws as now in
force or hereafter  amended;  and the Company has complied  with all  applicable
laws and regulations  with respect  thereto,  including  without  limitation all
regulations required by any stock exchange upon which the Company's  outstanding
Class A Common Stock is then listed.

     12.  Representation of Optionee.  If requested by the Company, the optionee
shall  deliver  to the  Company  written  representations  and  warranties  upon
exercise of the option that are  necessary to show  compliance  with Federal and
state securities laws,  including  representations  and warranties to the effect
that a purchase of shares under the option is made for investment and not with a
view to their distribution (as that term is used in the Securities Act of 1933).

     13. Option Agreement.  Each option granted under the provisions of the Plan
shall  be  evidenced  by an  option  agreement,  which  agreement  shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted. The option agreement shall contain such terms, provisions and
conditions  not  inconsistent  with the Plan as may be determined by the officer
executing it.

     14. Term and Amendment of Plan. The Plan was adopted by the Board effective
as of October 18, 1995,  subject to approval by the stockholders of the Company.
Options may not be granted under the Plan after  October 18, 2005,  and the Plan
shall  terminate  when all  options  granted or to be granted  hereunder  are no
longer outstanding. Subject to the provisions of Section 4 above, options may be
granted under the Plan prior to the date of stockholder approval of the Plan. If
the approval of  stockholders is not obtained by October 18, 1996, any grants of
options under the Plan made prior to that date will be rescinded.  The Board may
at any time terminate the Plan or make such modification or amendment thereof as
it deems advisable;  provided, however, that the Board may not, without approval
by the stockholders, (a) increase the maximum number of shares for which options
may be granted under the Plan (except by adjustment pursuant to Section 11), (b)
materially modify the requirements as to eligibility to participate in the Plan,
(c) materially  increase  benefits  accruing to option holders under the Plan or
(d)  amend  the Plan in any  manner  which  would  cause  Rule  16b-3 to  become
inapplicable  to the Plan; and provided  further that the provisions of the Plan
specified in Rule  16b-3(c)(2)(ii)(A)  (or any  successor  or amended  provision
thereof)  under  the  Securities   Exchange  Act  of  1934  (including   without
limitation,  provisions as to eligibility,  amount,  price and timing of awards)
may not be amended  more than once every six months,  other than to comport with
changes  in the  Internal  Revenue  Code.  Termination  or any  modification  or
amendment of the Plan shall not, without consent of a participant, affect his or
her rights under an option previously granted to him or her.
 
     15. Compliance with  Regulations.  It is the Company's intent that the Plan
comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934
(or any successor or amended version thereof) and any applicable  Securities and
Exchange  Commission  interpretations  thereof.  If any provision of the Plan is
deemed not to be in compliance with Rule 16b-3,  the provision shall be null and
void.
 
     16.  Governing  Law.  The  validity  and  construction  of the Plan and the
instruments evidencing options shall be governed by the laws of The Commonwealth
of  Massachusetts,  without  giving effect to the principles of conflicts of law
thereof.

     The Plan was  initially  adopted by the Board of Directors of PHC,  Inc. on
October 18, 1995.

     The Plan  was  initially  approved  by the  stockholders  of PHC,  Inc.  on
December 15, 1995.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 50,000  shares was adopted by the Board of Directors of PHC, Inc.
on November 17, 1997 and approved by the  stockholders  of PHC, Inc. on December
26, 1997.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 65960}]
{"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": "333-74373", "film-number": "99564504"}, "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 March 12, 1999
                                                     Registration No. 33-

                       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 of incorporation or
                         organization) (I.R.S. employer
                               identification no.)

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

                       1993 Stock Purchase and Option Plan
                        1995 Employee Stock Purchase Plan
                  1995 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:
                            Arnold R. Westerman, Esq.
                        Arent Fox Kintner Plotkin & Kahn
                          1050 Connecticut Avenue, N.W.
                            Washington, DC 20036-5339

                         CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed       Amount of
    Title of        Amount           maximum       maximum       registration
 securities to      to be           offering       aggregate       fee
 be registered    registered        price per      offering
                     (1)            share (2)      price (2)

Class A Common
Stock, $.01 par        
value             770,000 shares     $1.1875       $914,375          $277.08

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans   in  the   event  of  a  stock   dividend,   split-up   of   shares,
     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. Of
     the total number of shares, 1,200,000,  related to these stock purchase and
     option plans  430,000  shares were  registered  in  Registration  #333-1458
     effective  February  16,  1996.  The total  registration  fee paid with the
     February 16, 1996 filing was $1,205.48.

(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
     SmallCap Market on February 24, 1999.

                                     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 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, 1998.

2.   All  reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act") since June 30, 1998;
     and

3.   The description of the  Registrant's  Class A Common Stock  incorporated by
     reference into the Company's  registration statement on Form 8-A filed with
     the Securities and Exchange Commission (the "Commission") on March 2, 1994,
     from the  Company's  registration  statement  on Form  SB-2  (SEC  File No.
     33-71418), initially filed with the Commission on November 9, 1993.

     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
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,
contain 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.

     The  Underwriting  Agreement  by and  between  the  Company  and  Americorp
Securities,  Inc. (the  "Underwriter"),  dated March 3, 1994,  provides that the
Underwriter is obligated,  under certain circumstances,  to indemnify directors,
officers and controlling  persons of the Company  against  certain  liabilities,
including  liabilities under the Securities Act of 1933, as amended (the "Act").

Item 7. Exemption from Registration Claimed. Not applicable.

Item 8. Exhibits.

     4.1      The Company's 1993 Stock Purchase and Option Plan, as amended.

     4.2      The Company's 1995 Employee Stock Purchase Plan, as amended.

     4.3      The Company's 1995 Non-Employee Director Stock Option Plan, as
              amended.

     5.1      Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

    23.1      Consent of BDO Siedman, LLP (independent auditors)

    23.2      Consent of Richard A. Eisner, LLP (independent auditors)

    23.3      Consent of Arent Fox Kintner Plotkin & Kahn (counsel) included 
              in exhibit 5.1

    24.1      Power of Attorney: included on signature page

Item 9.   Undertakings

(a)  The Registrant hereby undertakes:

     (1)  to file, during any period in which it offers or sells  securities,  a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement;

     (2)  that, for the purpose of determining any liability under the Act, each
          such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  Insofar as  indemnification  for  liabilities  arising under the Act may be
     permitted to  directors,  officers and  controlling  persons of the Company
     pursuant to the foregoing  provisions,  or otherwise,  the Company has been
     advised  that in the  opinion of the  Commission  such  indemnification  is
     against  public  policy  as  expressed  in  the  Act  and  is,   therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Company of expenses incurred or
     paid by a  director,  officer or  controlling  person of the Company in the
     successful  defense of any action,  suit or proceeding) is asserted by such
     director,  officer or controlling  person in connection with the securities
     being  registered,  the Company will,  unless in the opinion of counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy as expressed in the Act and will be governed by the
     final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the company
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
12th day of March, 1999.

                                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 March 12, 1999 by the following
persons in the capacities indicated.

                                   PHC, INC.

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

       Signature                 Title                        Date

By:  /s/ Bruce A. Shear     President and Chief            March 12, 1999
                            Executive
                            Officer and Director
                            (principal
                            executive officer)

By:  /s/ Paula C. Wurts     Controller, Assistant          March 12, 1999
                            Treasurer
                            and Assistant Clerk
                            (principal
                            accounting and
                            financial officer)
By:  /s/ Gerald M. Perlow   Clerk and Director             March 12, 1999

 
By:  /s/ Donald E. Robar     Treasurer and Director         March 12, 1999

 
By:  /s/ Howard W. Phillips Director                       March 12, 1999

 
By:  /s/ William F. Grieco  Director                       March 12, 1999
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of Form S-8, as amended,  and relates to 770,000 shares of Class A
Common Stock, $.0l par value, of PHC, Inc. (the "Company") that have been issued
or reserved  for issuance  under the  Company's  1993 Stock  Purchase and Option
Plan,  1995 Employee  Stock Purchase Plan and 1995  Non-Employee  Director Stock
Option Plan.
INDEX TO EXHIBITS

Exhibit Number                  Description

4.1      The Company's 1993 Stock Purchase and Option Plan, as amended.

4.2      The Company's 1995 Employee Stock Purchase Plan, as amended.

4.3      The Company's 1995 Non-Employee Director Stock Option Plan, as amended.

5.1      Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

23.1     Consent of BDO Siedman, LLP (independent auditors)

23.2     Consent of Richard A. Eisner, LLP (independent auditors)

23.3     Consent of Arent Fox Kintner Plotkin & Kahn (counsel) included in
         exhibit 5.1

24.1     Power of Attorney: included on signature page
Exhibit 5.1
                                    Arent Fox
                           1050 Connecticut Avenue, NW
                            Washington, DC 20036-5339

Arnold R. Westerman
Tel: 202/857-6243
Fax: 202/857-6395
westerma@arentfox.com
http://www.arentfox.com

                                                  March 3, 1999

PHC, Inc.
200 Lake Street
Suite 102
Peabody, Massachusetts 01960

Gentlemen:

     We have  acted  as  counsel  for PHC,  Inc.,  a  Massachusetts  corporation
("PHC"), with respect to the Company's Registration Statement on Form S-8, filed
by the Company with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933 as amended, of
(i)  1,000,000  shares of Class A Common Stock,  $.01 par value,  subject to the
PHC, Inc.  1993 Stock  Purchase and Option Plan (the "1993 Option  Plan"),  (ii)
150,000 shares of Class A Common Stock, $.01 par value, subject to the PHC, Inc.
1995 Employee Stock Purchase Plan,  (the "1995 Purchase  Plan") and (iii) 50,000
shares of Class A Common  Stock,  $.01 par value,  subject to the PHC, Inc. 1995
Non-Employee Director Stock Option Plan, (the "1995 Director Plan").

     On the basis of such  investigation as we have deemed necessary,  we are of
the  opinion  that the  shares  of PHC  Class A  Common  Stock to be sold by the
Company  under it's 1993 Option Plan,  1995 Purchase Plan and 1995 Director Plan
will be validly issued,  fully paid and nonassessable  when issued in accordance
with the transactions  described in the Registration  Statement and as specified
therein.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to such
Registration Statement and to the reference to our firm under the heading "Legal
Matters." In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended.

                               Very truly yours,

                               /s/ ARENT FOX KINTNER PLOTKIN & KAHN

                        Arent Fox Kintner Plotkin & Kahn
         New York, NY - McLean, VA - Bethesda, MD - Budapest, Hungary -
                         Jeddah, Kingdom of Saudi Arabia
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of PHC, Inc. (the  "Company") of our report dated September 18, 1998
on the consolidated  financial statements of the Company for the year ended June
30, 1998  appearing in the  Company's  Annual Report on Form 10-KSB for the year
ended June 30, 1998.

BDO Siedman, LLP
Boston, Massachusetts
March 5, 1999
Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement on Form S-8 of PHC, Inc. (the "Company") of our report dated September
19, 1997 on the  consolidated  financial  statements of the Company for the year
ended June 30, 1997 appearing in the Company's  Annual Report on Form 10-KSB for
the year ended June 30, 1998.

Richard A. Eisner, LLP
New York, NY
March 5, 1999
Exhibit 4.1

                       1993 STOCK PURCHASE AND OPTION PLAN

1.   Purpose

     The  purpose of this PHC,  Inc.  1993 Stock  Purchase  and Option Plan (the
"Plan") is to provide for (i) the grant of incentive  stock options,  as defined
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to
certain key employees of PHC, Inc. (the  "Company") and its  subsidiaries,  (ii)
the grant of non-qualified stock options to certain employees  (including leased
employees), directors, consultants and others whose efforts are important to the
success of the Company  and its  subsidiaries,  and (iii)  direct  purchases  of
restricted  stock in the  Company  ("Restricted  Stock")  by  certain  employees
(including leased employees),  directors, and consultants of the Company and its
subsidiaries.  As  used  in  this  Plan,  the  term  "subsidiary"  shall  mean a
subsidiary  corporation  as defined in Section 424(f) of the Code. All incentive
stock  options and  non-qualified  stock options which may be granted under this
Plan are hereinafter referred to as "Options."

2.   Administration of Plan.

     This Plan shall be  administered  by the Board of  Directors of the Company
(the "Board").  The Board shall have the right, in its  discretion,  to delegate
any  and  all  of  its  powers  hereunder  to  a  Compensation   Committee  (the
"Committee") of two or more of its members.  In the event the Company  registers
any class of any  equity  security  pursuant  to  Section  12 of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  each  member of the
Committee shall be a  "disinterested  person" as defined in Rule 16b-3 under the
Exchange Act. Subject to the terms of the Plan, the Committee,  if so appointed,
shall have  authority to interpret  the Plan, to prescribe and rescind rules and
regulations  relating to it, and to make all other  determinations  necessary or
advisable  for its  administration.  In the event that the Board  delegates  its
powers  to a  Committee  to  administer  the  Plan  in  whole  or in  part,  the
Committee's determinations with respect thereto shall not be subject to approval
by the Board,  and to the extent of such  delegation,  reference in this Plan to
the Board shall be deemed to refer to the Committee.
 
3.   Shares Covered by Plan.

     The stock subject to Options and  Restricted  Stock shall be authorized but
unissued  shares of Class A Common  Stock,  $.01 par  value  per share  ("Common
Stock"), of the Company, or shares of Common Stock re-acquired by the Company in
any manner. The Options and Restricted Stock which may be issued hereunder shall
assume the  effectiveness  of a reverse stock split and the  restatement  of the
Company's  Articles  of  Organization,  which is  expected  to occur in the last
calendar  quarter of 1993, and no further  adjustment in the number of shares of
Restricted  Stock or Options to be issued  hereunder shall be made as the result
of such reverse stock split or restatement. The aggregate number of shares which
may be issued pursuant to the Plan is 300,000, subject to adjustment as provided
in  Section  11.  Any such  shares  may be issued as  incentive  stock  options,
non-qualified  stock options or Restricted Stock as long as the aggregate number
of shares so issued  does not exceed such  number,  as  adjusted.  If any Option
granted under the Plan shall expire or terminate for any reason  without  having
been  exercised in full or shall cease for any reason to be exercisable in whole
or in part, the shares subject to such expired or terminated  Option shall again
be available for grants of Options or Restricted Stock under the Plan.

4.   Eligibility.

     All  employees,  directors,   consultants  and  others  whose  efforts  are
important to the success of the Company shall be eligible to receive Options and
Restricted Stock under this Plan; provided,  that incentive stock options may be
granted only to employees of the Company or its subsidiaries.

5.   Allotment of Options and Number of Shares.

     The allotment of Options among the eligible grantees,  the number of shares
to be covered by each Option to be granted,  and the  designation  of Options as
either  incentive  stock  options  or  non-qualified   stock  options  shall  be
determined by the Board.

6.   Option Agreements; Terms of Options.

     Each grantee to whom an Option is granted (an "Optionee")  shall enter into
a written  agreement with the Company  setting forth the terms and conditions of
the Option  granted to him, which  agreement may contain such terms,  conditions
and restrictions not inconsistent  with the terms of the Plan as the Board shall
approve in each case.

7.   Option Price.

     The  price to be paid by an  Optionee  who  exercises  an  Option  shall be
determined by the Board but in the case of incentive  stock  options,  except in
the case of  substituted  options  granted  pursuant to Section 12,  shall in no
event be less than the fair  market  value of the Common  Stock on the date such
Option is granted.

8.   Duration and Rate of Exercise of Options.

     The option  period shall be fixed by the Board but in any event each Option
shall by its terms be exercisable no later than the expiration of ten years from
the date such Option is granted.

     The  Board  shall  determine  the  rate  at  which  each  Option  shall  be
exercisable.

     The  Board  shall  determine  the  manner  in which  each  Option  shall be
exercisable  and the  timing  and  form of the  purchase  price  to be paid by a
Optionee upon the exercise of an Option under the Plan.  To the extent  provided
in the option  agreement,  payment of the purchase price may be in cash, part in
cash  and  part  by  personal  promissory  note  or in  whole  or in part by the
surrender of a whole number of shares of  previously  issued Common Stock of the
Company.  Previously  issued shares of Common Stock shall be accepted as payment
in an amount equal to the then fair market value of the surrendered shares.

9.   Nontransferability of Options.

     Each Option  granted under the Plan to any person shall by its terms not be
transferable  by  him  otherwise  than  by  will  or the  laws  of  descent  and
distribution, and shall be exercisable during his lifetime only by him.

10.  Rights as a Stockholder.

     An  Optionee  shall  have no rights as a  stockholder  with  respect to any
shares covered by his Options until he shall have become the holder of record of
such shares,  and no adjustment shall be made,  except  adjustments  pursuant to
Section 11 hereof,  for dividends  (ordinary or extraordinary,  whether in cash,
securities  or other  property) or  distributions  or other rights in respect of
such  shares  for which the  record  date is prior to the date on which he shall
have become the holder of record thereof.

11.  Effect of Change in Stock Subject to the Plan.

     If there is any change in the shares of Common Stock of the Company through
the  declaration of stock  dividends or through  recapitalizations  resulting in
stock split-ups or combinations or exchanges of shares or otherwise,  the number
of shares available for Options,  the exercise price of outstanding Options, and
the number of shares  subject to any Option shall be  appropriately  adjusted by
the Board, and in its discretion,  in such cases, fractional parts of shares may
be disregarded.

     If the  Company is merged into or  consolidated  with  another  corporation
under  circumstances where the Company is not the surviving  corporation,  or if
the Company is liquidated or sells or otherwise disposes of substantially all of
its assets to another  corporation while unexercised Options remain outstanding,
(i)  subject  to the  provisions  of  clauses  (iii) and (iv)  below,  after the
effective date of such merger,  consolidation  or sale, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of such Option,
to  receive  in lieu of shares of Common  Stock,  shares of such  stock or other
securities  as the holders of shares of Common  Stock  received  pursuant to the
terms of the  merger,  consolidation  or sale;  or (ii) the  Board may waive any
discretionary  limitations  imposed  pursuant  to  Section  8 hereof so that all
Options  from and  after a date  prior  to the  effective  date of such  merger,
consolidation,  liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; or (iii) all outstanding  Options may be cancelled
by the  Board  as of the  effective  date  of any  such  merger,  consolidation,
liquidation or sale provided that notice of such cancellation  shall be given to
each holder of an Option,  and each holder of an Option  shall have the right to
exercise such Option in full (without  regard to any  discretionary  limitations
imposed  pursuant  to Section 8 hereof)  during a 30-day  period  preceding  the
effective date of such merger,  consolidation  or sale; or (iv) all  outstanding
Options  may be  cancelled  by the  Board  as of the  date of any  such  merger,
consolidation,  liquidation  or sale provided  that notice of such  cancellation
shall be given to each holder of an Option,  and each holder of an Option  shall
have the right to  exercise  such Option but only to the extent  exercisable  in
accordance  with any  discretionary  limitations  imposed  pursuant to Section 8
prior to the effective date of such merger, consolidation, liquidation or sale.

12.  Grant of Options in Connection With Certain Acquisitions.

     The Board may grant  Options under the Plan in  substitution  for incentive
stock  options or  non-qualified  stock  options  granted  under  plans of other
employers,  if  such  grant  occurs  in  connection  with  a  corporate  merger,
consolidation,  separation,  reorganization, or liquidation to which the Company
or any of its  subsidiaries  is a party,  or by  reason  of the  acquisition  of
property  or  stock  of  another  corporation  by  the  Company  or  any  of its
subsidiaries,  provided that such  transaction is a transaction to which Section
424(a) of the Code applies.  The Board may impose such terms and conditions upon
the grant of any  incentive  stock option under this Section 12 as are necessary
to ensure that the  substitution  will qualify under Section  424(a) of the Code
and will not constitute a modification of the Option under Section 424(h) of the
Code,  even though any such term or condition  would  otherwise be  inconsistent
with the provisions of this Plan.  Options  granted under the provisions of this
Section  12 may be granted  at a price  less than the fair  market  value of the
Common  Stock on the date such  Option is  granted,  so long as the ratio of the
option price to the fair market  value of the Common Stock is no more  favorable
to the  Optionee  than the ratio of the option price to the fair market value of
the stock subject to the old option immediately before such substitution. Except
as otherwise  specifically provided in the agreement setting forth the terms and
conditions  of such an Option,  the  provisions  of this Plan  shall  govern any
Options  granted  under this  Section  12.  Nothing in this  Section 12 shall be
deemed to authorize  the grant of Options  under the Plan for a number of shares
in  excess of the  number  set  forth in  Section  3, or to limit in any way the
authority  of the Board to grant  substituted  options in  connection  with such
transactions other than under the Plan.

13.  Restricted Stock.

     Each grant of  Restricted  Stock  under the Plan shall be  evidenced  by an
instrument  (a  "Restricted  Stock  Agreement")  in such form as the Board shall
prescribe  from time to time in  accordance  with the Plan and shall comply with
such  other  terms  and  conditions  as  the  Board,  in its  discretion,  shall
establish.  The Board shall determine the number of shares of Common Stock to be
issued to an eligible  grantee pursuant to the grant of Restricted Stock and the
extent to which  payment of the purchase  price may be made in cash, by personal
promissory note, by other  consideration,  or by a combination  thereof.  To the
extent  payment of the  purchase  price is made by a personal  promissory  note,
payment of the promissory  note shall be secured by and entitled to the benefits
of a first priority pledge of the shares of Restricted  Stock to the extent that
payment for such Restricted Stock is evidenced by such promissory note.
 
14.  Use of Proceeds.

     The proceeds received by the Company from the sale of stock pursuant to the
Plan may be used for general corporate purposes.

15.  Amendment and Discontinuance.

     The  Board  may  from  time  to  time  alter  or  suspend  and at any  time
discontinue the Plan.  However, no action of the Board may, without the approval
of the  stockholders,  increase  the maximum  number of shares to be offered for
sale  under the Plan in the  aggregate  (other  than  according  to the terms of
Section  11  above),  modify  the  provisions  of  Section  4  hereof  regarding
eligibility,  reduce the purchase price at which shares may be offered  pursuant
to  Options  (other  than  according  to the terms of  Section  11),  extend the
expiration  date of the Plan or  otherwise  materially  increase the benefits to
participants under the Plan; nor may any action of the Board or the stockholders
alter or impair the rights of an Optionee or purchaser of Restricted Stock under
any outstanding Option or share of Restricted Stock previously granted under the
Plan, without the consent of the holder of the Option or Restricted Stock.

16.  Withholding of Additional Income Taxes.

     The  Company,  in  accordance  with  the  Code,  may,  upon  exercise  of a
non-qualified  stock  option or the  purchase of Common  Stock for less than its
fair market value or the lapse of restrictions on Restricted Stock or the making
of a  Disqualifying  Disposition  (as  defined in Section 17 below)  require the
employee to pay  additional  withholding  taxes in respect of the amount that is
considered compensation includible in such person's gross income.

17.  Notice to Company of Disqualifying Disposition.

     Each  employee who receives  incentive  stock options shall agree to notify
the Company in writing  immediately  after the  employee  makes a  disqualifying
disposition  of  any  Common  Stock  received  pursuant  to the  exercise  of an
incentive   stock   option  (a   "Disqualifying   Disposition").   Disqualifying
Disposition means any disposition  (including any sale) of such stock before the
later of (a) two years after the employee was granted the incentive stock option
under which he acquired such stock, or (b) one year after the employee  acquired
such stock by exercising such incentive  stock option.  If the employee had died
before such stock is sold, these holding period requirements do not apply and no
Disqualifying Disposition will thereafter occur.

18.  Effective Date and Termination Date.

     The Plan and any amendment  thereto  requiring  stockholder  approval shall
become effective upon the date of its adoption by the Board, subject, however to
approval by the  stockholders  of the Company within twelve months of such date.
The Plan shall remain in effect  until  terminated  by the Board,  but not later
than ten years after the date the Plan is initially  adopted by the Board, or is
approved by the shareholders, whichever first occurs.

     The Plan was  initially  adopted by the Board of Directors of PHC,  Inc. on
August 26, 1993.

     The Plan  was  initially  approved  by the  stockholders  of PHC,  Inc.  on
November 30, 1993.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 400,000 shares was adopted by the Board of Directors of PHC, Inc.
on November 17, 1997 and approved by the  stockholders  of PHC, Inc. on December
26, 1997.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 1,000,000  was adopted by the Board of Directors of PHC,  Inc. on
December 15, 1998 and approved by the  stockholders of PHC, Inc. on December 23,
1998.
Exhibit 4.2
                                    PHC, INC.
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                        Effective as of October 18, 1995

     1. PURPOSE.  The purpose of this Employee  Stock Purchase Plan (the "Plan")
is  to  provide   employees   (including  leased  employees)  of  PHC,  Inc.,  a
Massachusetts  corporation (the "Company"),  and its  subsidiaries,  who wish to
become  stockholders  of the Company,  an opportunity to purchase Class A Common
Stock of the  Company  (the  "Shares").  The Plan is  intended  to qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").

     2. ELIGIBLE EMPLOYEES.  Subject to provisions of Sections 7, 8 and 9 below,
any  individual  who is in the full-time  employment  (as defined  below) of the
Company,  or any of its  subsidiaries (as defined in Section 424(f) of the Code)
the  employees of which are  designated by the Board of Directors of the Company
(the "Board") as eligible to participate in the Plan, is eligible to participate
in any  Offering  of Shares (as  defined in Section 3 below) made by the Company
hereunder.  Full-time  employment  shall include all employees  whose  customary
employment is:

     (a) in excess of 20 hours per week; and

     (b) more than five months in the relevant calendar year.

     3. OFFERING DATES.  From time to time the Company,  by action of the Board,
will grant rights to purchase Shares to employees eligible to participate in the
Plan pursuant to one or more  offerings  (each of which is an  "Offering")  on a
date or series of dates (each of which is an  "Offering  Date")  designated  for
this purpose by the Board.

     4. PRICES.  The price per Share for each grant of rights hereunder shall be
the lesser of:

     (a)  eighty-five  percent  (85%) of the fair market value of a Share on the
Offering Date on which such right was granted; or

     (b)  eighty-five  percent  (85%) of the fair market value of a Share on the
date such right is exercised.

     At its discretion,  the Board of Directors may determine a higher price for
a grant of rights.  For purposes of this Plan,  the term "fair market  value" on
any date means (i) the  average (on that date) of the high and low prices of the
Company's Class A Common Stock on the principal national  securities exchange on
which the Class A Common  Stock is traded,  if the Class A Common  Stock is then
traded on a national securities  exchange;  or (ii) the last reported sale price
(on that date) of the Class A Common Stock on the Nasdaq National Market, if the
Class A Common Stock is not then traded on a national  securities  exchange;  or
(iii) the average of the closing bid and asked prices last quoted (on that date)
by an established  quotation  service for  over-the-counter  securities,  if the
Class A Common  Stock is not  reported  on the Nasdaq  National  Market.  If the
Company's  Class A Common  Stock is not  publicly  traded at the time a right is
granted under this Plan, "fair market value" shall mean the fair market value of
the Class A Common Stock as determined by the  Administrator  (as defined below)
after  taking  into  consideration  all  factors  which  it  deems  appropriate,
including,  without  limitation,  recent  sale and  offer  prices of the Class A
Common Stock in private transactions negotiated at arms length.

   5.     EXERCISE OF RIGHTS AND METHOD OF PAYMENT

     (a)  Rights  granted  under the Plan will be  exercisable  periodically  on
specified dates as determined by the Board.

     (b) The method of payment  for Shares  purchased  upon  exercise  of rights
granted  hereunder shall be through  regular  payroll  deductions or by lump sum
cash payment or both, as determined by the Board. No interest shall be paid upon
payroll deductions unless specifically provided for by the Board.

     (c) Any payments received by the Company from a participating  employee and
not  utilized  for the  purchase  of Shares  upon  exercise  of a right  granted
hereunder  shall be  promptly  returned to such  employee  by the Company  after
termination of the right to which the payment relates.

     6. TERM OF RIGHTS. Rights granted on any Offering Date shall be exercisable
upon the expiration of such period ("Offering Period") as shall be determined by
the Board when it authorizes the Offering, or provided that such Offering Period
shall in no event be longer than twenty-seven (27) months.

     7.  SHARES  SUBJECT TO THE PLAN.  No more than  100,000  Shares may be sold
pursuant to rights granted under the Plan; provided,  however,  that appropriate
adjustment  shall be made to such  number,  to the  number of Shares  covered by
outstanding rights granted hereunder, to the exercise price of the rights and to
the maximum number of Shares which an employee may purchase (pursuant to Section
8  below)  to  give  effect  to any  mergers,  consolidations,  reorganizations,
recapitalizations,  stock splits,  stock dividends or other relevant  changes in
the  capitalization  of the Company  occurring  after the effective  date of the
Plan,  provided that no  fractional  Shares shall be subject to a right and each
right shall be adjusted  downward to the nearest  full Share.  Any  agreement of
merger or  consolidation  will include  provisions  for  protection  of the then
existing rights of participating employees under the Plan. Either authorized and
unissued  Shares or issued  Shares  heretofore  or hereafter  reacquired  by the
Company  may be made  subject  to rights  under the Plan.  If for any reason any
right  under the Plan  terminates  in whole or in part,  Shares  subject to such
terminated right may again be subjected to a right under the Plan.

    8.     LIMITATIONS ON GRANTS.

     (a) No  employee  shall be  granted  a right  hereunder  if such  employee,
immediately  after the right is  granted,  would own stock or rights to purchase
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company, or of any subsidiary,  computed in
accordance with Sections 423(b)(3) and 424(d) of the Code.

     (b) No  employee  shall be  granted a right  which  permits  his  rights to
purchase  shares  of  capital  stock of the  Company  under all  employee  stock
purchase  plans of the  Company and its  subsidiaries  to accrue at a rate which
exceeds twenty-five  thousand dollars ($25,000) (or such other maximum as may be
prescribed  from time to time by the Code) of fair  market  value of such Shares
(determined  at the time such right is granted) for each  calendar year in which
such right is  outstanding  at any time in  accordance  with the  provisions  of
Section 423(b)(8) of the Code.

     (c) The number of Shares for which  rights  granted in any  Offering can be
exercised shall be either (i) the same for each employee  participating  in such
Offering  or (ii) shall bear a uniform  relation  to the total  compensation  or
basic or regular rate of compensation  for each employee  participating  in such
Offering. No right granted to any participating employee under a single Offering
shall cover more shares than may be purchased at an exercise  price equal to 10%
of the compensation  payable to the employee during the Offering not taking into
consideration any changes in the employee's rate of compensation  after the date
the employee elects to participate in the Offering,  or such other percentage as
determined by the Board from time to time.  This provision shall be construed to
meet the requirements set forth in Section 423(b)(5) of the Code.

     9. LIMIT ON PARTICIPATION. Participation in an Offering shall be limited to
eligible  employees who elect to participate in such Offering in the manner, and
within the time  limitation,  established  by the Board when it  authorizes  the
Offering.

     10. CANCELLATION OF ELECTION TO PARTICIPATE. An employee who has elected to
participate in an Offering may, unless the employee has waived this cancellation
right at the time of such election in a manner established by, the Board, cancel
such election as to all (but not part) of the rights granted under such Offering
by  giving  written  notice  of such  cancellation  to the  Company  before  the
expiration  of the  Offering  Period.  Any amounts  paid by the employee for the
Shares or withheld for the purchase of Shares from the  employee's  compensation
through payroll deductions shall be paid to the employee, without interest, upon
such cancellation.

     11.  TERMINATION  OF  EMPLOYMENT.  Upon  termination  of employment for any
reason, including the death of the employee, before the date on which any rights
granted  under  the Plan are  exercisable,  all such  rights  shall  immediately
terminate  and amounts  paid by the  employee for the Shares or withheld for the
purchase of Shares from the employee's  compensation  through payroll deductions
shall be paid to the employee or to the employee's estate, without interest.

     12. EMPLOYEE'S RIGHTS AS STOCKHOLDER.  No participating employee shall have
any rights  as a stockholder in the Shares covered by a right granted  hereunder
until  such  right  has been  exercised,  full  payment  has  been  made for the
corresponding Shares and the certificate for such Shares is actually issued.

     13. RIGHTS NOT  TRANSFERABLE.  Rights under the Plan are not  assignable or
transferable  by a  participating  employee  and  are  exercisable  only  by the
employee.

     14. LIMITS ON SALE OF STOCK  PURCHASED UNDER THE PLAN. The Plan is intended
to provide shares of Class A Common Stock for investment and not for resale. The
Company does not,  however,  intend to restrict or influence any employee in the
conduct of such employee's own affairs. An employee may,  therefore,  sell stock
purchased under the Plan at any time the employee chooses, subject to compliance
with any applicable Federal or state securities laws;  provided,  however,  that
because of certain  Federal tax  requirements,  each employee agrees by entering
the Plan,  promptly  to give the  Company  notice of any such stock  disposed of
within  two years  after the date of grant of the  applicable  right or one year
after transfer of the Shares to such employee  showing the number of such Shares
disposed of. THE  EMPLOYEE  ASSUMES THE RISK OF ANY MARKET  FLUCTUATIONS  IN THE
PRICE OF THE STOCK.

     15.  AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN. The Board may at any time
terminate or amend the Plan  without  notice and without  further  action on the
part of stockholders of the Company, provided:

     (a) that no such  termination or amendment shall adversely  affect the then
existing rights of any participating employee; and

     (b)  that any such amendment which:

          (i)  increases  the number of Shares  subject to the Plan  (subject to
               the provisions of Section 7);

          (ii) changes the class of persons  eligible to  participate  under the
               Plan; or

          (iii)materially  increases the benefits accruing to participants under
               the Plan shall be subject to approval of the  stockholders of the
               Company.

     16.  EFFECTIVE  DATE AND  APPROVALS.  The Plan was  adopted by the Board on
October 18, 1995 to become  effective as of said date. The Company's  obligation
to offer,  sell and deliver its Shares under the Plan is subject to the approval
of its  stockholders  not later than October 18, 1996,  and of any  governmental
authority  required in connection  with the authorized  issuance or sale of such
Shares  and is further  subject  to the  Company  receiving  the  opinion of its
counsel that all applicable securities laws have been complied with.

     17. TERM OF PLAN.  No rights shall be granted  under the Plan after October
18, 2005.
 
     18.  ADMINISTRATION  OF THE PLAN.  The Board or any committee or persons to
whom  it  delegates  its  authority  (the  "Administrator")   shall  administer,
interpret and apply all provisions of the Plan. The Administrator may waive such
provisions of the Plan as it deems necessary to meet special  circumstances  not
anticipated or covered expressly by the Plan.  Nothing contained in this Section
shall be  deemed to  authorize  the  Administrator  to alter or  administer  the
provisions of the Plan in a manner  inconsistent  with the provisions of Section
423 of the Code. No member of the  Administrator  shall be liable for any action
or  determination  made in good  faith  with  respect  to the Plan or any  right
granted under it.

     The Plan was  initially  adopted by the Board of Directors of PHC,  Inc. on
October 18, 1995.

     The Plan  was  initially  approved  by the  stockholders  of PHC,  Inc.  on
December 15, 1995.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 150,000 shares was adopted by the Board of Directors of PHC, Inc.
on November 17, 1997 and approved by the  stockholders  of PHC, Inc. on December
26, 1997.
Exhibit 4.3
                                    PHC, INC.

                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

     1. Purpose. This 1995 Non-Employee Director Stock Option Plan (hereinafter,
the "Plan") is intended to promote the interests of PHC,  Inc., a  Massachusetts
corporation (the "Company"), by providing an inducement to obtain and retain the
services of qualified  persons who are not  employees of the Company to serve as
members of its Board of Directors (the "Board").

     2.  Available  Shares.  The total number of shares of Class A Common Stock,
$.01 par value,  of the Company (the "Class A Common  Stock") for which  options
may be  granted  under the Plan  shall not  exceed  30,000  shares,  subject  to
adjustment in accordance with Section 10 of the Plan. Shares subject to the Plan
are  authorized  but  unissued  shares or  shares  that  were  once  issued  and
subsequently  reacquired by the Company.  If any options  granted under the Plan
are surrendered before exercise or lapse without exercise,  in whole or in part,
the shares reserved therefor shall continue to be available under the Plan.
 
     3.  Administration.  The Plan  shall be  administered  by the Board or by a
committee appointed by the Board (the "Committee"). In the event the Board fails
to appoint or refrains  from  appointing a  Committee,  the Board shall have all
power and authority to administer the Plan. In such event,  the word "Committee"
wherever  used herein shall be deemed to mean the Board.  The  Committee  shall,
subject to the  provisions of the Plan,  have the power to construe the Plan, to
determine  all  questions  hereunder,  and to adopt  and  amend  such  rules and
regulations  for the  administration  of the Plan as it may deem  desirable.  No
member  of the  Board  or the  Committee  shall  be  liable  for any  action  or
determination  made in good faith with respect to the Plan or any option granted
under it.

      4.   Granting of Options.

     During the term of the Plan and subject to the availability of shares under
the Plan:

     (a)  Initial  Grants.  Each  director  who is,  at the time of the  initial
approval by the Board of this Plan, serving as a director of the Company and who
is not a  current  or  former  employee  of the  Company  shall,  contingent  on
shareholder  approval of this Plan,  receive at the time of the first meeting of
the Board following approval by the Board of this Plan an option to purchase the
number of shares of Class A Common Stock which is equal to 500 multiplied by the
number of full years such director has served on the Board at that time.
 
     (b)  Subsequent  Grants.  At the time of each annual  meeting of the Board,
beginning with the first such meeting following the meeting at which the initial
grants are made  pursuant to  subsection  4(a)  hereof,  during the term of this
Plan,  there  shall be granted to each  director  who is not a current or former
employee  of the Company an option to  purchase  2,000  shares of Class A Common
Stock.

     Except for the specific  options  referred to above, no other options shall
be granted under the Plan.

     5.  Option  Price.  The  purchase  price of the stock  covered by an option
granted  pursuant  to the Plan  shall be 100% of the fair  market  value of such
shares on the day the option is  granted.  The  option  price will be subject to
adjustment in  accordance  with the  provisions  of Section 10 of the Plan.  For
purposes of the Plan,  if, at the time an option is granted under the Plan,  the
Company's Class A Common Stock is publicly traded,  "fair market value" shall be
determined as of the last business day for which the prices or quotes  discussed
in this  sentence  are  available  prior to the date such  option is granted and
shall  mean (i) the  average  (on that  date) of the high and low  prices of the
Class A Common Stock on the principal national  securities exchange on which the
Class A Common Stock is traded,  if the Class A Common Stock is then traded on a
national securities  exchange;  (ii) the last reported sale price (on that date)
of the Class A Common Stock on the Nasdaq National Market, if the Class A Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid  price  (or  average  of bid  prices)  last  quoted  (on  that  date)  by an
established  quotation service for over-the-counter  securities,  if the Class A
Common  Stock is not  reported  on the Nasdaq  National  Market or on a national
securities  exchange.  If, at the time an option is granted under the Plan,  the
Company's Class A Common Stock is not publicly traded, "fair market value" shall
be as determined (i) by the mutual agreement of the optionee and the Company, or
(ii) if such parties are unable to reach such agreement within 30 days after the
grant of such  option,  by a reputable  appraiser  selected by the Company  (the
"Appraiser"). The Appraiser shall determine the fair market value without giving
any  consideration,  premium or discount to the fact that the  optionee  may own
more or less  than a  majority  of the  outstanding  stock of the  Company.  The
Appraiser shall determine the fair market value not later than 60 days after the
grant of such option.  The cost of the  appraisal as determined by the Appraiser
shall be borne by the Company.

     6.  Period of Option.  Unless  sooner  terminated  in  accordance  with the
provisions of Section 8 of the Plan, an option granted hereunder shall expire on
the date which is ten (10) years after the date of grant of the option.

      7.   Vesting of Shares and Non-transferability of Options.

     (a) Vesting.  Options granted under the Plan shall not be exercisable until
they become  vested.  Options  granted under the Plan shall vest in the optionee
and thus become exercisable by the optionee as follows:  25% immediately and 25%
on each of the first, second and third anniversary of the date of grant.

     (b) Legend on Certificates. The certificates representing such shares shall
carry such appropriate  legend and such written  instructions  shall be given to
the Company's  transfer agent as may be deemed necessary or advisable by counsel
to the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

     (c) Non-transferability.  Any option granted pursuant to the Plan shall not
be  assignable  or  transferable  other than by will or the laws of descent  and
distribution and shall be exercisable during the optionee's lifetime only by him
or her.

      8.   Termination of Option Rights.

     (a) In the  event an  optionee  ceases  to be a member of the Board for any
reason other than death or permanent disability, any then unexercised portion of
options  granted  to  such  optionee  shall,  to the  extent  not  then  vested,
immediately  terminate  and become void;  any portion of an option which is then
vested but has not been  exercised  at the time the  optionee  so ceases to be a
member of the Board may be  exercised,  to the extent it is then vested,  by the
optionee  within 180 days of the date the optionee  ceased to be a member of the
Board, and all options shall terminate after the 180-day period has expired.

     (b) In the  event  that an  optionee  ceases to be a member of the Board by
reason of his or her death or permanent  disability,  any option granted to such
optionee shall be immediately  and  automatically  accelerated  and become fully
vested and all  unexercised  options shall be exercisable by the optionee (or by
the optionee's personal representative,  heir or legatee, in the event of death)
until the  earlier of the  scheduled  expiration  date of the option or 180 days
after the death or disability of the optionee.

     9. Exercise of Option.  Subject to the terms and conditions of the Plan and
the option  agreements,  an option granted  hereunder  shall, to the extent then
exercisable,  be exercisable in whole or in part by giving written notice to the
Company at its  principal  office  address,  stating  the number of shares  with
respect to which the option is being  exercised,  accompanied by payment in full
for such  shares.  Payment  may be (a) in United  States  dollars  in cash or by
check,  (b) in whole or in part in shares of Class A Common Stock of the Company
already owned by the person or persons  exercising  the option or shares subject
to the option being exercised  (subject to such  restrictions  and guidelines as
the Board may adopt from time to time),  valued at fair market value  determined
in accordance with the provisions of Section 5 or (c) consistent with applicable
law, through the delivery of an assignment to the Company of a sufficient amount
of the proceeds from the sale of the Class A Common Stock acquired upon exercise
of the option and an  authorization  to the broker or selling  agent to pay that
amount to the Company, which sale shall be at the participant's direction at the
time of  exercise.  There shall be no such  exercise at any one time as to fewer
than one hundred (100) shares or all of the remaining shares then purchasable by
the person or persons  exercising  the option,  if fewer than one hundred  (100)
shares. The Company's transfer agent shall, on behalf of the Company,  prepare a
certificate  or  certificates  representing  such  shares  acquired  pursuant to
exercise of the option,  shall register the optionee as the owner of such shares
on the books of the Company and shall cause the fully  executed  certificates(s)
representing  such shares to be delivered to the optionee as soon as practicable
after  payment of the option  price in full.  The holder of an option  shall not
have any rights of a  stockholder  with  respect  to the  shares  covered by the
option except to the extent that one or more  certificates for such shares shall
be delivered to him or her upon the due exercise of the option.

     10. Adjustments Upon Changes in Capitalization and Other Matters.  Upon the
occurrence of any of the following  events, an optionee's rights with respect to
options  granted  to him or her  hereunder  shall  be  adjusted  as  hereinafter
provided:

     (a) Stock Dividends. In the event the Company shall issue any of its shares
as a stock  dividend  upon or with  respect  to the shares of stock of the class
which  shall at the time be  subject to option  hereunder,  each  optionee  upon
exercising  an Option shall be entitled to receive (for the purchase  price paid
upon such  exercise) the shares as to which he is exercising  his Option and, in
addition thereto (at no additional  cost), such number of shares of the class or
classes in which such stock  dividend or dividends  were  declared or paid,  and
such amount of cash in lieu of fractional  shares,  as he would have received if
he had been the holder of the shares as to which he is exercising  his Option at
all times between the date of grant of such Option and the date of its exercise.

     (b) Merger;  Consolidation;  Liquidation;  Sale of Assets. In the event the
Company  is  merged  into  or  consolidated   with  another   corporation  under
circumstances  where the  Company  is not the  surviving  corporation  or if the
Company is liquidated or sells or otherwise disposes of all or substantially all
of  its  assets  to  another   corporation  while  unexercised   options  remain
outstanding   under  the  Plan,   after  the  effective  date  of  such  merger,
consolidation or sale, as the case may be, each holder of an outstanding  option
shall be entitled, upon exercise of such option, to receive in lieu of shares of
Class A Common Stock, shares of such stock or other securities as the holders of
shares of Class A Common  Stock  received  pursuant  to the terms of the merger,
consolidation or sale.

     (c)  Issuance  of  Securities.  Except as  expressly  provided  herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of shares
subject to options.  No adjustments  shall be made for dividends paid in cash or
in property other than securities of the Company.

    (d) No Fractional  Shares.  No fractional  shares shall  actually be issued
under the Plan. Any fractional  shares which, but for this subsection (d), would
have been issued to an optionee  pursuant to an Option,  shall be deemed to have
been issued and immediately sold to the Company for their fair market value, and
the optionee  shall  receive  from the Company  cash in lieu of such  fractional
shares.

     (e)  Adjustments.  Upon the happening of any of the foregoing  events,  the
class and aggregate number of shares set forth in Section 2 of the Plan that are
subject to options which  previously  have been or  subsequently  may be granted
under the Plan shall also be appropriately  adjusted to reflect such events. The
Board shall determine the specific  adjustments to be made under this Section 10
and its determination shall be conclusive.

     11.  Restrictions on Issuance of Shares.  Notwithstanding the provisions of
Sections 4 and 9 of the Plan,  the Company  shall have no  obligation to deliver
any  certificate  or  certificates  upon  exercise of an option until one of the
following conditions shall be satisfied:

     (i) The shares with respect to which the option has been  exercised  are at
the time of the issue of such shares  effectively  registered  under  applicable
Federal and state securities laws as now in force or hereafter amended; or

     (ii)  Counsel for the Company  shall have given an opinion that such shares
are exempt from  registration  under Federal and state securities laws as now in
force or hereafter  amended;  and the Company has complied  with all  applicable
laws and regulations  with respect  thereto,  including  without  limitation all
regulations required by any stock exchange upon which the Company's  outstanding
Class A Common Stock is then listed.

     12.  Representation of Optionee.  If requested by the Company, the optionee
shall  deliver  to the  Company  written  representations  and  warranties  upon
exercise of the option that are  necessary to show  compliance  with Federal and
state securities laws,  including  representations  and warranties to the effect
that a purchase of shares under the option is made for investment and not with a
view to their distribution (as that term is used in the Securities Act of 1933).

     13. Option Agreement.  Each option granted under the provisions of the Plan
shall  be  evidenced  by an  option  agreement,  which  agreement  shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted. The option agreement shall contain such terms, provisions and
conditions  not  inconsistent  with the Plan as may be determined by the officer
executing it.

     14. Term and Amendment of Plan. The Plan was adopted by the Board effective
as of October 18, 1995,  subject to approval by the stockholders of the Company.
Options may not be granted under the Plan after  October 18, 2005,  and the Plan
shall  terminate  when all  options  granted or to be granted  hereunder  are no
longer outstanding. Subject to the provisions of Section 4 above, options may be
granted under the Plan prior to the date of stockholder approval of the Plan. If
the approval of  stockholders is not obtained by October 18, 1996, any grants of
options under the Plan made prior to that date will be rescinded.  The Board may
at any time terminate the Plan or make such modification or amendment thereof as
it deems advisable;  provided, however, that the Board may not, without approval
by the stockholders, (a) increase the maximum number of shares for which options
may be granted under the Plan (except by adjustment pursuant to Section 11), (b)
materially modify the requirements as to eligibility to participate in the Plan,
(c) materially  increase  benefits  accruing to option holders under the Plan or
(d)  amend  the Plan in any  manner  which  would  cause  Rule  16b-3 to  become
inapplicable  to the Plan; and provided  further that the provisions of the Plan
specified in Rule  16b-3(c)(2)(ii)(A)  (or any  successor  or amended  provision
thereof)  under  the  Securities   Exchange  Act  of  1934  (including   without
limitation,  provisions as to eligibility,  amount,  price and timing of awards)
may not be amended  more than once every six months,  other than to comport with
changes  in the  Internal  Revenue  Code.  Termination  or any  modification  or
amendment of the Plan shall not, without consent of a participant, affect his or
her rights under an option previously granted to him or her.
 
     15. Compliance with  Regulations.  It is the Company's intent that the Plan
comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934
(or any successor or amended version thereof) and any applicable  Securities and
Exchange  Commission  interpretations  thereof.  If any provision of the Plan is
deemed not to be in compliance with Rule 16b-3,  the provision shall be null and
void.
 
     16.  Governing  Law.  The  validity  and  construction  of the Plan and the
instruments evidencing options shall be governed by the laws of The Commonwealth
of  Massachusetts,  without  giving effect to the principles of conflicts of law
thereof.

     The Plan was  initially  adopted by the Board of Directors of PHC,  Inc. on
October 18, 1995.

     The Plan  was  initially  approved  by the  stockholders  of PHC,  Inc.  on
December 15, 1995.

     The amendment to increase the number of shares which may be issued pursuant
to the Plan to 50,000  shares was adopted by the Board of Directors of PHC, Inc.
on November 17, 1997 and approved by the  stockholders  of PHC, Inc. on December
26, 1997.