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