U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                  Form 10-KSB/A

     [X]  Annual  report under section 13 or 15(d)of the Securities Exchange Act
          of 1934 [Fee Required] for the fiscal year ended June 30, 1996

     [ ]  Transition report under section 13 or 15(d) of the Securities Exchange
          Act of 1934 [No Fee Required] for the transition period from      to

Commission file number: 0-23524

                                    PHC, INC.
                 (Name of small business issuer in its charter)

       Massachusetts                                        04-2601571
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                       Identification No.)

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

Issuer's telephone number: (508) 536-2777

              Securities registered under Section 12(b) of the Act:

                                      None.

              Securities registered under Section 12(g) of the Act:

                   Units (each unit consisting of one share of
                 Class A Common Stock and one Class A Warrant) 
                                (Title of class)

                 Class A Common Stock, par value $.01 per share 
                                (Title of class)

         Class A Warrants to purchase one share of Class A Common Stock
                                (Title of class)
     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  X   No    

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form
10-KSB. X

The issuer's revenues for the fiscal year ended June 30, 1996 were $21,802,758.

     The  aggregate  market  value of the voting  stock  held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock,  as of September 13, 1996, was  $17,840,970.
(See definition of affiliate in Rule 12b-2 of Exchange Act).

     At September  13,  1996,  2,327,624  shares of the issuer's  Class A Common
Stock, 806,556 shares of the issuer's Class B Common Stock and 199,816 shares of
the issuer's Class C Common Stock were outstanding.

                 Transitional Small Business Disclosure Format:
                                    Yes No X 


<PAGE>

         Item 13.  Exhibits and Reports on Form 8-K.

         The definition of the # footnote is:

#    Filed as  an exhibit to the  Company's  report on Form  10-KSB,  filed with
     the  Securities   and  Exchange   Commission  on  September  28,  1994  and
     incorporated herein by reference.


<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                            PHC, INC.



Date: October 29, 1996                      By: /s/ BRUCE A. SHEAR       
                                            Bruce A. Shear, President
                                            and Chief Executive Officer