##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): October 28, 2008
 APRIA HEALTHCARE GROUP INC.
  Delaware
    
    1-14316
    
    33-0488566(State or other Jurisdiction of
    
    (Commission File Number)
    
    (IRS EmployerIncorporation)
    
    
    
    Identification No.)
 26220 Enterprise CourtLake Forest, California
    
    92630(Address of Principal Executive Offices)
    
    (Zip Code)
 (949) 639-2000
 (Former name or former address if changed since last report.)
  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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INTRODUCTORY NOTE
  TABLE OF CONTENTS  Item 1.01 Entry into a Material Definitive AgreementItem 1.02 Termination of a Material Definitive AgreementItem 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.03 Material Modification to Rights of Security HoldersItem 5.01 Changes in Control of RegistrantItem 5.02 Departure of Directors or Principle Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 8.01 Other EventsItem 9.01 Financial Statements and ExhibitsSIGNATURESEXHIBIT INDEXExhibit 3.1Exhibit 4.1Exhibit 99.1Exhibit 99.2    Table of Contents  
 Item 1.01 Entry into a Material Definitive Agreement.
    
 Item 1.02 Termination of a Material Definitive Agreement.
  
 Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
  
 Item 3.03 Material Modification to Rights of Security Holders.




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##### Table of Contents



Item 5.01 Changes in Control of Registrant.
   
 Item 5.02 Departure of Directors or Principle Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
  
 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
   
 Item 8.01 Other Events.
    
 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits.
 ExhibitNumber
    
    Reference3.1
    
    Second Amended and Restated Certificate of Incorporation, dated October 28, 2008.4.1
    
    Second Supplemental Indenture, dated October 28, 2008 between Apria Healthcare
Group Inc. and U.S. Bank National Association.99.1
    
    Press Release issued by the Company on
October 28, 2008 announcing scheduled closing date.99.2
    
    Press Release issued by the Company on October 28, 2008 announcing completion of acquisition.




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##### Table of Contents



SIGNATURES
  APRIA HEALTHCARE GROUP INC.


Registrant/s/ Peter A. ReynoldsPeter A. ReynoldsChief Accounting
Officer and Controller




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Reference3.1
    
    Second Amended and Restated Certificate of Incorporation, dated October 28, 2008.4.1
    
    Second Supplemental Indenture, dated October 28, 2008 between Apria Healthcare
Group Inc. and U.S. Bank National Association.99.1
    
    Press Release issued by the Company  on
October 28, 2008 announcing scheduled closing date.99.2
    
    Press Release issued by the Company on October 28, 2008 announcing completion of acquisition.