Form 12b-25
[As last amended in Release No. 34-35113, December 19,1994, 59 F.R. 67752.]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1997
_____________________________________________________________________________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
______________________________________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
______________________________________________________________________________
I the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
______________________________________________________________________________
Part I - Registrant Information
______________________________________________________________________________
Full Name of Registrant
PHC, Inc.
_____________________________________________________________________________
Former Name if Applicable N/A
200 Lake Street, Suite 102
_____________________________________________________________________________
Address of Principal Executive Office ( Street and number)
Peabody, Massachusetts 01960
_____________________________________________________________________________
City, State and Zip Code
______________________________________________________________________________
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following the
described due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR or the transition report or portion thereof could not be
filed within the prescribed time period.
Financial Statements are unavailable. (Attach Extra Sheets if Needed)
Part - IV Other Information
______________________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification.
Paula C. Wurts (978) 536-2777
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
..............................................................................
PHC, Inc. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date November 14, 1997 By /s/ Paula C. Wurts
Controller, Assistant Treasurer, Assistant
Clerk
