March 29, 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.
           Registration Statement on Form S-1
           Filed March 15, 2019
           File No. 333-230345

Dear Mr. de Crescenzo :

       We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 1,
2019 letter.

Form S-1 filed March 15, 2019

Summary Historical Financial and Other Data
Summary Historical Consolidated Financial Data of Change Healthcare LLC, page
22

1.     We are unable to recalculate the total depreciation and amortization
amount shown in your
       non-GAAP reconciliation on page 25. To this extent, the total of the
amounts disclosed
       on page F-56 for depreciation expense and page F-57 for amortization
expense do not sum
       to the amounts shown here. Please revise or advise to clarify what is
included in this line
       item adjustment.
2.     We note your response and revision to prior comment 1 and that the
adjustment made to
       arrive at Adjusted Net Income relates only to acquired identifiable
intangible assets.
       Please tell us in more detail why you believe this measure provides
meaningful
 Neil E. de Crescenzo
Change Healthcare Inc.
March 29, 2019
Page 2
         information to investors about the performance of your core
operations. Considering that
         this adjustment results in a performance measure that ignores the
effects of purchase
         accounting, tell us how you considered Question 100.04 of the Non-GAAP
Compliance
         and Disclosure Interpretations.
Unaudited Pro Forma Condensed Financial Information, page 95

3.       Please complete the columnar amounts within your Unaudited Pro Forma
Condensed
         Financial Information and the related Notes to Unaudited Pro Forma
Financial
         Statements in order to facilitate further review.
Notes to Unaudited Pro Forma Financial Statements, page 102

4.       We note the historical basis amounts in the table in footnote 3.a on
page 103 have changed
         since the prior amendment. Please clarify how you determined these
amounts. In
         addition, please revise your disclosure to clarify how you determined
the pro forma fair
         value amounts, including any assumptions used. See Rule 11-02(b)(6) of
Regulation S-X.
5.       Please revise the description of footnote 3.b on page 103 to clearly
explain the purpose of
         this adjustment and any assumptions involved in the calculations. See
Rule 11-02(b)(6)of
         Regulation S-X.
6.       We note the adjustment described in footnote 4.a on page 104 related
to management and
         advisory fees paid to McKesson. Please tell us whether, upon
termination of this
         management services agreement, the Company will need to hire
additional consultants to
         provide similar services or incur related or similar costs. If
applicable, please revise to
         state this fact and include these estimated expenses and assumptions
in your pro forma
         financial statements pursuant to the guidance in Rules 11-01(a)(8) and
11-02(b)(6) of
         Regulation S-X.
       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 29, 2019 Page 2                                          and Services
FirstName LastName