I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Change Healthcare Inc. (the “registrant”); and

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/s/ Neil E. de Crescenzo