POWER OF ATTORNEY

               Know   all   by   these  present,  that  the  undersigned  hereby
constitutes  and  appoints  Steve Senneff, Jonathan Olefson and Sara Epstein, or
any  one  of  them  signing  singly,  and  with  full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

      (1)   execute  for  and on behalf of the undersigned, in the undersigned's
            capacity  as  an  officer and/or director of Cotiviti Holdings, Inc.
            (the  "Company")  or as a stockholder of the Company or as a trustee
            of a stockholder of the Company, Forms 3, 4, and 5 and Schedules 13D
            or  13G, including amendments thereto, relating to the securities of
            the  Company  in  accordance  with  Section  16(a) of the Securities
            Exchange Act of 1934 and the rules thereunder;

      (2)   do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form  3,  4,  or  5 or Schedule 13D or 13G, complete and execute any
            amendment  or amendments thereto, and timely file such form with the
            United  States  Securities  and  Exchange  Commission  and any stock
            exchange or similar authority; and

      (3)   take  any other action of any type whatsoever in connection with the
            foregoing  which, in the opinion of such attorney-in-fact, may be of
            benefit  to,  in  the  best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of  Attorney  shall be in such form and shall contain such terms and
            conditions   as   such   attorney-in-fact   may   approve   in  such
            attorney-in-fact's discretion.

             The  undersigned  hereby  grants to each such attorney-in-fact full
power  and  authority  to  do and perform any and every act and thing whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to  all  intents  and  purposes as the
undersigned  might  or  could  do  if  personally  present,  with  full power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or  such  attorney-in-fact's substitute or substitutes, shall
lawfully  do  or  cause  to  be done by virtue of this Power of Attorney and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any  of the
undersigned's  responsibilities  to  comply  with, or liabilities that may arise
under, Section 16 of the Securities Exchange Act of 1934.

               This  Power  of  Attorney  shall  remain in full force and effect
until  the  undersigned  is  no  longer  required  to  file Forms 3, 4, and 5 or
Schedules  13D  or  13G  with  respect  to  the  undersigned's  holdings  of and
transactions  in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

      This  Power of Attorney shall not revoke any powers of attorney previously
executed  by the undersigned. This Power of Attorney shall not be revoked by any
subsequent  power  of  attorney  that  the  undersigned may execute, unless such
subsequent power of attorney specifically provides that it revokes this Power of
Attorney  by  referring to the date of the undersigned's execution of this Power
of Attorney.

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      IN  WITNESS  WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this August 22, 2016.

                                              /s/ Ruben Jose King-Shaw, Jr.
                                              ----------------------------------
                                              Signature

                                              Ruben Jose King-Shaw, Jr.
                                              ----------------------------------
                                              Printed Name