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February 14, 2020

VIA COURIER AND EDGAR

Re:

Change Healthcare Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 14, 2020
File No. 333-236234

Matthew Crispino, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Crispino:

On behalf of Change Healthcare Inc. (“Change Healthcare”), we hereby transmit (i) via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and (ii) via courier copies of the Registration Statement marked to show changes from (A) the SpinCo Registration Statement (as defined below) confidentially submitted on January 10, 2020 and (B) Amendment No. 1 to the Registration Statement filed on February 10, 2020. The Registration Statement has been revised to include unaudited financial statements as of December 31, 2019 and for the nine months ended December 31, 2019 and 2018 and to reflect certain other changes.

The Registration Statement contains a joint preliminary prospectus—offer to exchange (the “Joint Preliminary Prospectus”) that is being filed by (i) PF2 SpinCo, Inc. (“SpinCo”), McKesson Corporation’s subsidiary, as part of a registration statement on Form S-4 and Form S-1 (File No. 333-236236) (the “SpinCo Registration Statement”) and (ii) Change Healthcare as part of the Registration Statement.

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