March 1, 2019

Neil E. de Crescenzo
President and Chief Executive Officer
Change Healthcare Inc.
3055 Lebanon Pike, Suite 1000
Nashville, Tennessee 37214

       Re: Change Healthcare Inc.
           Amendment No. 3 to Draft Registration Statement on Form S-1
           Submitted February 15, 2019
           CIK No. 0001756497

Dear Mr. de Crescenzo :

      We have reviewed your amended draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 3 to Form S-1 Draft Registration Statement filed February 15,
2019

Summary Historical Financial and Other Data
Summary Historical Consolidated Financial Data of Change Healthcare LLC, page
19

1.     We note the adjustment for "amortization resulting from acquisition
method adjustments"
       in the non-GAAP reconciliation on page 22. Please revise footnote (q) to
more clearly
       explain the purpose of this adjustment, including specifically how this
reconciles and
       relates to financial information in your GAAP income statement.
 Neil E. de Crescenzo
Change Healthcare Inc.
March 1, 2019
Page 2
Results of Operations for the periods ended December 31, 2018 and 2017
Solutions Revenue and Adjusted EBITDA
Network Solutions, page 125

2.       Network Solutions revenue increased $31.7 million for the nine-months
ended December
         31, 2018, compared with the same period in the prior year. You
attribute the increase in
         revenue to new customers in various solutions areas, the expiration of
a data solutions
         contract that formerly limited your ability to sell solutions, and
increased transaction
         volume in the Joint Venture's medical network solutions. Revise to
quantify the impact
         from each of these items on your revenue.
Technology-enabled Services, page 125

3.       We note your statement that customer attrition for the nine months
ended December 31,
         2018 reflects the full-year impact of Fiscal 2018 attrition in the
Joint Venture's
         Technology-enabled Services. We also note a similar statement about
full-year impact of
         Fiscal 2018 attrition made on page 130 of the prior amendment for the
six months ended
         September 30, 2018. Please tell us and revise to clarify what is meant
by "full-year
         impact of Fiscal 2018 attrition," including how you are able to have a
full-year of attrition
         at two different interim period ends in fiscal 2019.
Notes to the Unaudited Condensed Consolidated Financial Statements for Change
Healthcare
LLC
For the nine-month period ended December 31, 2018, page F-94

4.       It is not clear why the Change Healthcare, LLC interim financial
statements, Note 7 -
          "Incentive Compensation Plans" in your DRS Amendment No. 2 was
deleted in DRS
         Amendment No. 3. Please advise or revise.
       You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or Craig
Wilson, Senior Assistant Chief Accountant, at (202) 551-3226 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Barbara C. Jacobs, Assistant Director, at
(202) 551-3735
with any other questions.



                                                                Sincerely,
FirstName LastNameNeil E. de Crescenzo
                                                                Division of
Corporation Finance
Comapany NameChange Healthcare Inc.
                                                                Office of
Information Technologies
March 1, 2019 Page 2                                            and Services
FirstName LastName