PIONEER BEHAVIORAL HEALTH 200 LAKE STREET SUITE 102 PEABODY, MA 01960 978-536-2777 July 6, 2004 Securities and Exchange Commission 450 Fifth Street, N. W., Room 1024 Washington D. C. 20549 IN RE: PHC, Inc File No. 0-22916 Registration No. 333- 117146 Ladies and Gentlemen: The Registrant hereby amends the subject Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the subject registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the commission, acting pursuant to said section 8(a) may determine. Very truly yours, /s/ Bruce A. Shear Bruce A. Shear President and CEO