Item 4. Changes in Registrant's Certifying Account.
Notification from Richard A. Eisner and Company, LLP of our engagement
termination shown as Attachment 1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereinto duly authorized.
PHC, INC.
Date: May 7, 1998 BY:/s/ Bruce A, Shear
Bruce A. Shear
President
<PAGE>
Attachment 1
Richard A. Eisner & Company, LLP
RAE
Accountants and Consultants
April 30, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PHC, Inc.
File Ref. No. 0-23524
We were previously the independent auditors for PHC, Inc. (the "Company");
under the date of September 19, 1997, we reported on the consolidated
financial statements of PHC, Inc. and subsidiaries as of June 30, 1997 and
1996, and for each of the years then ended. We were informed on April 30,
1998 by letter dated April 29, 1998 that on April 27, 1998 our engagement was
terminated. We have read the statements included under Item 4 of Form 8-K
dated April 29, 1998 of the Company and except for the reference as to the
approval to retain BDO Seidman, LLP as to which we have no knowledge, we
agree with such statements.
Very truly yours,
/s/ Richard A. Eisner & Company, L.L.P.
575 Madison Avenue. New York. NY 10022-2597 Telephone: (212) 355-1700,
Fax: (212) 353-2414
Member of Summit International Associates, Inc.
New York, NY - Melville, NY - Cambridge, MA - Florham Park, NJ
