September 27, 2019

Jonathan R. Boldt
Chief Financial Officer
Inovalon Holdings, Inc.
4321 Collington Road
Bowie, Maryland 20716

       Re: Inovalon Holdings, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2018
           Form 8-K filed July 31, 2019
           File No. 001-36841

Dear Mr. Boldt:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K Filed February 20, 2019

Quarterly Financial Information, page 42

1.    Revise future filings of your Form 10-K quarterly financial information
under Item 302(a)
      of Regulation S-K to present "gross profit" that includes the effect of
an allocation
      of depreciation and amortization expense related to cost of revenues.
Similar revision
      should be made to the "gross margin" presentation in your earnings
releases under Item
      2.02 of Form 8-K. Alternatively, you may remove the gross profit/margin
presentations in
      your quarterly Item 302(a) presentations and earnings releases following
the guidance in
      SAB Topic 6.G.1.a. However, such revision should include a presentation
of cost of
      revenues.
 Jonathan R. Boldt
FirstName LastNameJonathan R. Boldt
Inovalon Holdings, Inc.
Comapany 27, 2019
September NameInovalon Holdings, Inc.
Page 2
September 27, 2019 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
Note 11. Commitments and Contingencies
Legal Proceedings, page F-30

2.       You disclose that your management does not presently expect any
litigation matters to
         have a material adverse impact on the condensed consolidated financial
statements.
         Please revise future filings to clarify what you mean by reference to
"condensed"
         consolidated financial statements regarding adverse effects from
litigation matters.
         Similar revision is applicable to the Item 3 disclosures on page 30.
Form 8-K filed July 31, 2019

Trailing Twelve Month (TTM) Second Quarter 2019 Highlights, page 1

3.       You disclose non-GAAP measures of TTM Q2 Non-GAAP Net Income and TTM
Q2
         Adjusted EBITDA. In future earnings releases, please ensure that your
non-GAAP
         measures are preceded by the most directly comparable GAAP measures
and provide the
         reconciliation of these non-GAAP measures to the most directly
comparable GAAP
         measures. We refer you to Item 10(e)(i)(A) and Item 10(e)(i)(B) of
Regulation S-K as
         well as Regulation G.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Craig
Wilson, Senior Assistant Chief Accountant, at (202) 551-3226 if you have
questions regarding
comments on the financial statements and related matters.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Information Technologies
                                                             and Services
cc:      Keith Dunleavy