PHC, INC. 200 Lake Street, Suite 102 Peabody, MA 01960 October 13, 2004 Securities and Exchange Commission Division of Corporation Finance Mail Stop 3-09 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Jeffrey Riedler, Assistant Director RE: PHC, Inc. Registration Statement on Form S-3/A2 File No. 333-117146 Dear Mr. Riedler: On October 7, 2004 we filed a pre-effective amendment on form S-3/A2 and inadvertently filed it under the wrong EDGAR tag as a post-effective amendment, POS AM. Please withdraw the filing so we can re-file it under the correct EDGAR tag, S-3/A. Please contact me if you need any additional information. Thank you for your assistance in this matter. Sincerely, PHC, Inc. Paula C. Wurts Controller and Chief Financial Officer cc: Jennifer Rawert, Mail stop 3-09 - 1 -