November 21, 2018

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

       Re: Change Healthcare Inc.
           Draft Registration Statement on Form S-1
           Submitted October 26, 2018
           CIK No. 0001756497

Dear Mr. de Crescenzo :

       We have reviewed your 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
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

Draft Registration Statement on Form S-1 submitted October 26, 2018

About this Prospectus
Financial Statement Presentation, page i

1.     You disclose that Change Healthcare LLC ("Joint Venture") was
established on March 1,
       2017. Revise to clarify that the formation of the Joint Venture was June
17, 2017 and the
       establishment represents the closing date of the Transactions as noted
on page F-33.
Method of Calculation, page ii

2.     On page 3 you disclose that for the year ended March 31, 2018, the Joint
       generated solutions revenue of $3.0 billion, of which 87% was Recurring
Revenue. Under
       "Method of Calculation" you disclose that Recurring Revenue figures in
this prospectus
 Neil E. de Crescenzo
FirstName LastNameNeil E. de Crescenzo
Change Healthcare Inc.
Comapany 21, 2018
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FirstName LastName
         represent revenue that can be expected to recur at frequent or regular
intervals after an
         initial sale or renewal of a service or solution generally without the
need for additional
         selling efforts. Revise to clarify how your historical measures of
Recurring Revenue have
         aligned with "expected" recurrence in subsequent periods or qualify
the degree of
         certainty over expected recurrence.
Investment Risks, page 10

3.       Please revise the list in this section to note that because McKesson
directly owns 70% of
         the Joint Venture's outstanding LLC units, until it completes a
Qualified McKesson Exit
         its interests may conflict with those of investors in Change
Healthcare Inc.
Organizational Structure, page 12

4.       To facilitate an understanding of your organizational structure,
please identify it as an
         "Up-C." Also expand your disclosure to explain the business or
strategic rationale for why
         this corporate structure was selected, including any material benefits
to the parties
         involved. Please specifically address the Joint Venture aspect of the
5.       Please revise your disclosure in this section and on page 81 to
include a diagram showing
         your organizational structure immediately following a Qualified
McKesson Exit, or advise
         why this information would not be useful to investors.
Risk Factors
"Contractual relationships with customers that are governmental agencies...",
page 57

6.       We note the disclosure in this risk factor that a portion of your
revenue comes from
         governmental entities. While no customer represented more than 4% of
your solutions in
         fiscal year 2018, it is unclear whether the amount of revenue
attributable to all your
         government contracts or subcontracts is material. Please advise.
Use of Proceeds, page 84

7.       You state that a portion of the net proceeds from this offering will
be used for general
         corporate purposes, including repayment of a portion of your
outstanding debt. To the
         extent known, please provide the amount that you will use to repay
debt and clarify the
         "general corporate purposes" for which the remainder of the net
proceeds in this offer is
         intended to be used. Refer to Item 504 of Regulation S-K.
 Neil E. de Crescenzo
FirstName LastNameNeil E. de Crescenzo
Change Healthcare Inc.
Comapany 21, 2018
November NameChange Healthcare Inc.
November 21, 2018 Page 3
Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Change Healthcare LLC
Recent Developments, page 106

8.       Please file your Amended and Restated Master Services Agreement with
Wipro, LLC and
         Wipro Limited or advise why this is not required. Refer to Item
601(b)(10)(ii)(B) of
         Regulation S-K.
Factors Affecting the Joint Venture's Financial Condition and Results of
Customer Postage, page 113

9.       Revenue from customer postage fees related to payment and
communication solutions
         volume is recognized on a gross basis. Please revise disclosure
throughout the filing to
         describe the significant terms of your arrangements and the basis for
gross reporting, and
         provide us with an analysis that supports your presentation taking
into consideration the
         factors outlined in ASC 605-45-45.
Key Performance Measures, page 114

10.      We note your definition and disclosure related to the two measures,
customer retention
         and recurring revenue, on page ii. Please revise to include similar
disclosure of these
         measures in this section, as these appear to be key metrics that you
use when evaluating
         your business operations and performance. Disclose the customer
retention rate for the
         year ended March 31, 2018. Explain how you derive recurring revenue
and its
         relationship and reconciliation to your reported contractual revenue
presented in
         your financial statements. In addition, since the composition of
customer retention's top
         providers and payers may change year to year and you do not track
related revenue
         amounts, revise to explain the limitations of this metric and its
utility in understanding
         year to year revenue performance.
Results of Operations
Year Ended March 31, 2018 Compared to Period from June 17, 2016 (Inception) to
March 31,
2017, page 117

11.      In this section, as well as in the sections discussing results of
operations for Legacy CHC
         and Core MTS, you identify multiple variables as the reasons for the
period to period
         changes in your operating results; however, you do not quantify the
impact of each of
         these variables. Where a material change is attributed to two or more
factors, including
         any offsetting factors, the contribution of each identified factor
should be described in
         quantified terms. Please revise to quantify the impact of each
material factor that you
         discuss to provide your readers with better insight into the
underlying reasons behind the
         changes in your results. Refer to Instruction 4 to Item 303(a) of
Regulation S-K and
         Section III.D of Release No. 33-6835.
 Neil E. de Crescenzo
FirstName LastNameNeil E. de Crescenzo
Change Healthcare Inc.
Comapany 21, 2018
November NameChange Healthcare Inc.
November 21, 2018 Page 4
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FirstName LastName
Change Healthcare LLC
Critical Accounting Estimates
Revenue Recognition, page 125

12.      You disclose here and throughout the filing hardware and maintenance
support sales as
         part of your software systems technology solutions in multiple-element
         Tell us how material such hardware sales were in each period, and how
you considered
         separate presentation of product and services pursuant to Rule 5-03(b)
(1) and (2) of
         Regulation S-X.
Business, page 152

13.      On page 24, you disclose that you have launched a "blockchain solution
that supports
         approximately 20 million transactions per day." Please expand your
disclosure to clarify
         how your solution utilizes blockchain technology.
14.      In regard to the bulleted list on page 153, please revise the first
bullet to briefly explain
         how the provider was able to use your solution to decrease its
accounts receivable. Also,
         please revise the bullets as necessary to disclose the dates during
which the results were
Certain Relationships and Related Person Transactions, page 205

15.      Please confirm that you intend to file as exhibits the Contribution
Agreement, the
         Management Services Agreement and the intellectual property license
agreements or tell
         us why you do not intend to file them.
Change Healthcare LLC
Notes to Consolidated Financial Statements
Revenue Recognition, page F-37

16.      Your Business section discussion, "Predictable revenue profile and
attractive, scalable
         model" on page 159 discloses you use a contingency-based revenue model
         presumably you earn revenue when customers derive cost savings. Please
explain and
         disclose in greater detail how this model works and reference the
appropriate accounting
         literature. Revise the disclosures under your Critical Accounting
Estimates and revenue
         recognition policies to address this model for Change Healthcare LLC
and the relevant
         predecessors to Change Healthcare, Inc., i.e. legacy Change
Healthcare, Inc. and CORE
Exhibit Index, page II-5

17.      We note your cautionary statements concerning the representations and
warranties in the
         agreements included as exhibits to the registration statement. Please
advise why you have
         included this language.
 Neil E. de Crescenzo
Change Healthcare Inc.
November 21, 2018
Page 5

18.      Please supplementally provide us with copies of any graphical
materials or artwork that
         you intend to use in your prospectus. Upon review of such materials,
we may have further
         comments. For guidance, consider Question 101.02 of our Securities Act
         Compliance and Disclosure Interpretations.
19.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact Brittany Ebbert, Staff Accountant at (202) 551-6524 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

FirstName LastNameNeil E. de Crescenzo
                                                               Division of
Corporation Finance
Comapany NameChange Healthcare Inc.
                                                               Office of
Information Technologies
November 21, 2018 Page 5                                       and Services
FirstName LastName