SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PHC, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
(CUSIP Number)
Gary D. Halbert, President
ProFutures Fund Management, Inc.
1310 Highway 620 South -- Suite 200, Austin, Texas 78734
(512) 263-3800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition of which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(b)(3) or (4), check the following box [__].
Note: Six copies of this statement, including all Exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Special Equities Fund, L.P.
74-2786952
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 407,624
8) Shared Voting 407,624
9) Sole Dispositive Power 407,624
10) Shared Dispositive Voting Power 407,624
11) Aggregate Amount Beneficially Owned by each
Reporting Person 407,624
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
8.62%
14) Type of Reporting Person
PN
- --------------- Schedule 13D (cont'd.) ----------------
PHC, INC.
ProFutures Special Equities Fund, L.P. ("PSEF") hereby
amends PSEF's Statement on Schedule 13D (the "Statement") filed on
June 13, 1997 in connection with PSEF's ownership of shares
of Class A Common Stock, $0.01 par value per share (the "Common
Stock"), of PHC, Inc. (the "Company"):
Item 5 of the Statement, "Interest in Securities of the
Issuer," is hereby amended by adding the following statements:
(a) and (b) The aggregate number of shares of Common Stock
owned beneficially by PSEF as of the close of business on September 19,
1997 was 407,624, or approximately 8.62% of the shares of Common Stock
outstanding. This percentage is based upon 4,470,866shares of Common
Stock reported to be outstanding, as of September 19, 1997,
as reported to PSEF in the Subscription Agreement covering the
purchase of Units (comprised of Common Stock and Warrants),
described in Item 5(c) below, plus 258,624 shares issued pursuant to
the Units.
(c) PSEF sold Common Stock of the Company in the following brokered
transactions on the NASDAQ Small Cap Market (dates are settlement
dates):
Date No. of Shares Price Transaction
8/08/97 7,500 $2.68 sold
8/18/97 2,000 2.81 sold
8/20/97 2,000 2.93 buy
8/20/97 20,000 2.91 sold
8/21/97 7,000 2.98 sold
8/22/97 12,205 2.97 sold
9/03/97 19,800 3.00 sold
9/04/97 9,700 3.00 sold
9/05/97 9,500 3.11 sold
9/08/97 8,000 3.25 sold
9/09/97 7,500 3.09 sold
9/11/97 1,000 2.94 sold
9/22/97 2,000 2.94 sold
9/23/97 2,000 2.94 sold
9/24/97 5,300 2.94 sold
9/26/97 11,900 2.96 sold
On September 19, 1997, PSEF purchased $500,000 of Units of the
Company. Each Unit was comprised of four (4) shares of the Company's
Common Stock and warrants for the purchase of two (2) shares of such
Common Stock. The purchase price per Unit was $11.60.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct, and the undersigned agree that this statement shall be
filed on behalf of each of them.
Dated: September 19, 1997
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
Each of such Reporting Persons certifies only the information
stated herein regarding such Reporting Person.
