1.

I have reviewed this Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2015 of Interpace Diagnostics Group, Inc.;

2.

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;

Date:

April 29, 2016

/s/ Nat Krishnamurti

Interim Chief Financial Officer

(Principal Financial Officer)