UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 Form 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                    For the period ended June 30, 1997
                                     
                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


                     Commission File Number:  1-14316
                                     
                                     
                        APRIA HEALTHCARE GROUP INC.
          (Exact name of registrant as specified in its charter)


                                                     
                DELAWARE                        33-0488566
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)       Identification Number)


   3560 HYLAND AVENUE, COSTA MESA, CA             92626
(Address of principal executive offices)        (Zip Code)

     Registrant's telephone number, including area code: (714)427-2000

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                    Yes    X       No
                         -----          -----

There  were 51,473,919 shares of Common Stock, $.001 par value, outstanding
at August 8, 1997.
<PAGE>
                                     
                        APRIA HEALTHCARE GROUP INC.
                                     
                                 FORM 10-Q
                                     
                    For the period ended June 30, 1997
                                     





PART I. FINANCIAL INFORMATION
------------------------------

Item 1.   Financial Statements (unaudited)

          Consolidated Balance Sheets

          Consolidated Statements of Operations

          Consolidated Statements of Cash Flows

          Notes to Consolidated Financial Statements

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations

PART II.  OTHER INFORMATION
---------------------------

Item 1.   Legal Proceedings
Item 2.   Changes in Securities
Item 3.   Defaults Upon Senior Securities
Item 4.   Submission of Matters to a Vote of Security
          Holders
Item 5.   Other Information
Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES
----------

<PAGE>
<TABLE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                        CONSOLIDATED BALANCE SHEETS
                                     
                                  ASSETS
<CAPTION>
                                                   June 30,     December 31,
                                                     1997           1996
                                                  ----------    ------------
                                                 (Unaudited)
                                                   (Dollars in thousands)
<S>                                              <C>            <C>
CURRENT ASSETS
  Cash                                           $   14,062     $   26,930
  Accounts receivable, less allowance for
    doubtful accounts of $71,600 and
    $73,809 at June 30, 1997 and December
    31, 1996, respectively                          300,542        335,616
  Inventories                                        33,366         55,733
  Deferred income taxes                              32,894         31,106
  Refundable and prepaid income taxes                23,017         34,598
  Prepaid expenses and other current
    assets                                            7,949          9,764
                                                  ---------      ---------
      TOTAL CURRENT ASSETS                          411,830        493,747
PATIENT SERVICE EQUIPMENT, less
  accumulated depreciation of $243,555
  and $229,684 at June 30, 1997 and December
  31, 1996, respectively                            203,183        213,602
PROPERTY, EQUIPMENT AND IMPROVEMENTS, NET           118,318        120,030
COVENANTS NOT TO COMPETE, NET                        14,579         17,054
GOODWILL, NET                                       288,489        295,536
OTHER ASSETS                                          8,732          9,141
                                                  ---------      ---------
                                                 $1,045,131     $1,149,110
                                                  =========      =========

                                     
                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                               $   64,287      $  83,619
  Accrued payroll and related taxes
    and benefits                                     28,680         34,850
  Other accrued liabilities                          42,403         51,699
  Current portion of long-term debt                  10,640         11,588
                                                  ---------       --------
TOTAL CURRENT LIABILITIES                           146,010        181,756
LONG-TERM DEBT                                      591,968        623,276
DEFERRED INCOME TAXES                                11,737          1,143

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par value:
    10,000,000 shares authorized;
      none issued                                         -              -
  Common Stock, $.001 par value:
    150,000,000 shares authorized;
      51,464,930 and 51,203,450 shares
      issued and outstanding at June 30,
      1997 and December 31, 1996,
      respectively                                       51             51
  Additional paid-in capital                        323,067        319,950
  Retained (deficit) earnings                       (27,702)        22,934
                                                  ---------      ---------
                                                    295,416        342,935
COMMITMENTS AND CONTINGENCIES                             -              -
                                                  ---------      ---------
                                                 $1,045,131     $1,149,110
                                                  =========      =========
</TABLE>
              See notes to consolidated financial statements.
<PAGE>
<TABLE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                                     
<CAPTION>
                                     Three Months Ended   Six Months Ended
                                           June 30,           June 30,
                                      -----------------  -----------------
                                       1997      1996      1997      1996
                                      ------    ------    ------    ------
                                      (in thousands, except per share data)
<S>                                  <C>       <C>       <C>       <C>
Net revenues                         $295,735  $306,579  $609,598  $601,882
Costs and expenses:
   Cost of net revenues               128,463    96,943   233,142   191,034
   Selling, distribution and
     administrative                   150,054   144,493   297,366   285,437
   Provision for doubtful
     accounts                          70,183    14,560    85,947    27,858
   Amortization of intangible
     assets                             4,179     4,349     8,377     8,451
                                      -------   -------   -------   -------
                                      352,879   260,345   624,832   512,780
                                      -------   -------   -------   -------
     OPERATING (LOSS) INCOME          (57,144)   46,234   (15,234)   89,102
Interest expense                       12,732    12,003    25,491    23,111
                                      -------   -------   -------   -------
     (LOSS) INCOME BEFORE TAXES       (69,876)   34,231   (40,725)   65,991
Income taxes                                -    12,323     9,911    23,757
                                      -------   -------   -------   -------
     NET (LOSS) INCOME               $(69,876) $ 21,908  $(50,636) $ 42,234
                                      =======   =======   =======   =======




(Loss) income per common and
  common equivalent share             $ (1.36)  $  0.42   $ (0.99)  $  0.81
                                      =======   =======   =======   =======
Weighted average number of
  common and common equivalent
  shares outstanding                   51,411    52,575    51,336    52,286

(Loss) income per common and
  common equivalent share assuming
  full dilution                       $ (1.36)  $  0.42   $ (0.99)  $  0.81
                                      =======   =======   =======   =======
Weighted average number of common
  and common equivalent shares
  outstanding                          51,411    52,576    51,336    52,399

</TABLE>
              See notes to consolidated financial statements.
<PAGE>
<TABLE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>
                                                       Six Months Ended
                                                           June 30,
                                                   -----------------------
                                                      1997          1996
                                                     ------        ------
                                                    (Dollars in thousands)
<S>                                                <C>            <C>
OPERATING ACTIVITIES
Net (loss) income                                  $(50,636)      $ 42,234
Items included in net (loss) income
  not requiring (providing) cash:
  Provision for doubtful accounts                    85,947         27,858
  Provision for excess/obsolete
    equipment                                        23,000            513
  Depreciation                                       59,807         44,217
  Amortization of intangible assets                   8,377          8,451
  Amortization of deferred debt costs                   559            519
  Loss on sale of property,
    equipment and improvements                           42             21
  Gain on disposition of assets                        (448)             -
  Deferred income taxes                               8,806         (1,829)
Changes in operating assets and
  liabilities, net of effects of
  acquisitions:
  Increase in accounts receivable
    (before bad debt writeoffs)                     (50,647)      (103,440)
  Decrease (increase) in inventories                  1,785        (14,905)
  Decrease in prepaids and other assets              13,407         19,108
  Decrease in accounts payable                      (19,332)       (38,377)
  Decrease in accrued payroll
    and other liabilities                           (15,952)       (15,260)
Net purchases of patient service
  equipment, net of effects of
  acquisitions                                      (34,942)       (56,298)
                                                   --------       --------
    NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES                             29,773        (87,188)

INVESTING ACTIVITIES
  Purchases of property, equipment
    and improvements, net of effects
    of acquisitions                                 (13,200)       (30,094)
  Proceeds from sale of property,
    equipment and improvements                          225             67
  Proceeds on disposition of assets                   5,196              -
  Acquisitions and payments of
    contingent consideration                         (3,168)        (7,317)
                                                   --------       --------
    NET CASH USED IN
    INVESTING ACTIVITIES                            (10,947)       (37,344)

FINANCING ACTIVITIES
  Proceeds under revolving credit
    facility                                        113,000        222,300
  Payments under revolving credit
    facility                                       (141,600)      (104,300)
  Payments of senior and other
    long-term debt                                   (6,148)        (5,084)
  Capitalized debt costs, net                             -            (11)
  Issuances of Common Stock                           3,054         12,887
                                                   --------       --------
    NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES                            (31,694)       125,792
                                                   --------       --------

NET (DECREASE) INCREASE IN CASH                     (12,868)         1,260
Cash at beginning of period                          26,930         18,829
                                                   --------       --------
      CASH AT END OF PERIOD                        $ 14,062       $ 20,089
                                                   ========       ========
</TABLE>
              See notes to consolidated financial statements.
<PAGE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts  of
Apria  Healthcare  Group Inc. ("the Company") and  its  subsidiaries.   All
significant intercompany transactions and accounts have been eliminated.

In  the  opinion  of  management,  all adjustments,  consisting  of  normal
recurring  accruals, necessary for a fair presentation of  the  results  of
operations  for the interim periods presented, have been reflected  herein.
The   results  of  operations  for  interim  periods  are  not  necessarily
indicative of the results to be expected for the entire year.  For  further
information,  refer to the consolidated financial statements and  footnotes
thereto for the year ended December 31, 1996, filed with the Company's 1996
Form 10-K.

NOTE B - RECLASSIFICATIONS AND USE OF ACCOUNTING ESTIMATES

Certain amounts from prior periods have been reclassified to conform to the
current year presentation.

The  preparation  of  financial  statements in  conformity  with  generally
accepted accounting principles requires management to make assumptions that
affect  the  amounts reported in the financial statements and  accompanying
notes.   Such  amounts  include, among others, the allowance  for  doubtful
accounts,   patient  service  equipment  reserves,  other  asset  valuation
allowances  and certain liabilities.  Management periodically  re-evaluates
the  estimates  inherent  in certain financial statement  amounts  and  may
adjust  accordingly.   In the second quarter of 1997, Management  estimated
and recorded a $20,000,000 adjustment to reduce accounts receivable and net
revenues,  a $55,000,000 adjustment to increase the allowance for  doubtful
accounts and a $23,000,000 adjustment to provide for inventory and  patient
service equipment losses.  Actual results could differ from the estimates.

NOTE C - INCOME TAXES

No  tax  benefit  will be recognized in the second quarter of  the  current
fiscal  year because the tax losses will be carried forward.  The six month
tax provision  of $9,911,000 primarily represents an increase in the  
Company's valuation allowance for deferred tax assets.

NOTE D - BUSINESS COMBINATIONS

The Company periodically makes acquisitions of complementary businesses  in
specific geographic markets.  Acquisitions that closed during the six month
period  ended  June  30,  1997 resulted in cash payments  of  approximately
$2,750,000.

NOTE E - RESTRUCTURING COSTS

In   connection  with  the  1995  merger  between  Abbey  Healthcare  Group
Incorporated  and  Homedco  Group, Inc., the  Company  adopted  a  plan  to
restructure  and  consolidate  its operating locations  and  administrative
functions  within specific geographic areas.  The plan, which was completed
by   September  1996,  resulted  in  a  restructuring  charge  in  1995  of
approximately  $68,304,000, consisting of accrued  costs  and  impairments.
The  following  table summarizes amounts paid during the six  months  ended
June 30, 1997 and the remaining accrual at June 30, 1997.

Accrual at December 31, 1996                           $7,131,000
Severance amounts paid through June 30, 1997           (1,704,000)
Other amounts paid through June 30, 1997               (1,045,000)
                                                       ----------
Accrual at June 30, 1997                               $4,382,000
                                                       ==========

The  remaining  accrual  balance consists of  $300,000  for  severance  and
related  personnel costs, $3,679,000 for branch and billing center  closure
costs and $403,000 for miscellaneous restructuring costs.

NOTE F - LONG-TERM DEBT

The  Credit  Agreement  between the Company and a syndicate  of  banks  was
amended  in April 1997 and further amended in July 1997.  The loan facility
was  reduced  from  $800,000,000  to $600,000,000,  amounts  available  for
acquisitions  were  reduced  and  tighter  restrictions  were  imposed   on
dividends and other distributions.

The  applicable margin range on the London Interbank Offered Rate ("LIBOR")
interest rate option was increased to a high of 1.5% per annum and a low of
 .5%  per annum.  Certain nonrecurring charges and resulting net losses (as 
defined by the agreement) will be excluded from the calculation of certain
financial  ratios  when  determining covenant compliance.

In  August  1997, the Company's counterparty to an 18-month swap  agreement
covering  $280,000,000  in  notional principal,  exercised  its  option  to
terminate after one year.

NOTE G - EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted by the Company
on December 31, 1997.  At that time, the Company will be required to change
the  method currently used to compute earnings per share and to restate all
prior periods.  Under the new requirements for calculating primary earnings
per  share,  the  dilutive effect of stock options will be  excluded.   The
impact  of  Statement 128 on the calculation of primary and  fully  diluted
earnings per share for the periods presented herein is not expected  to  be
material.

NOTE H - EQUITY

The  change  in  stockholders' equity, other than from net  loss,  resulted
primarily  from  the exercise of stock options.  For the six  months  ended
June  30,  1997,  proceeds from the exercise of stock options  amounted  to
$3,054,000.

NOTE I - COMMITMENTS AND CONTINGENCIES

The  Company  is  engaged  in the defense of certain  claims  and  lawsuits
arising out of the ordinary course and conduct of its business, the outcome
of  which  are  not determinable at this time.  The Company  has  insurance
policies  covering  such  potential losses  where  such  coverage  is  cost
effective.   In  the  opinion of management, any liability  that  might  be
incurred  by  the Company upon the resolution of these claims and  lawsuits
will  not,  in  the  aggregate,  have a  material  adverse  effect  on  the
consolidated results of operations or financial position of the Company.
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:  The Company's business
is subject to a number of risks, some of which are beyond the Company's 
control.  The Company has described certain of those risks in its Current 
Report on Form 8-K as filed with the Securities and Exchange Commission on 
June 26, 1997.  Such report may be used for purposes of the Private
Securities Litigation Reform Act of 1995 as a readily available document
containing meaningful cautionary statements identifying important factors 
that could cause actual results to differ materially from those projected in
any forward-looking statements the Company may make from time to time.  
These risks include whether the Company will be able to resolve issues 
pertaining to the collectibility of its accounts receivable, pricing
pressures (including changes in governmental reimbursement levels), the
impact of healthcare reform propsals, the effect of federal and state 
healthcare regulations, the highly competitive market, recent losses, the
concentration of large payors and dependence on relationships with third
parties.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

In  June 1997, the Company announced that it would explore alternatives  to
enhance  shareholder value.  The Company has retained an investment banking
firm  as  its  financial advisor and will consider a variety  of  potential
alternatives, including a merger, sale or capital restructuring.  To  date,
the  Company has received a number of inquiries and expects to  enter  into
confidentiality agreements with potential investors in mid-August 1997.

The Company has also commenced a restructuring of  its  operations  to  
focus more fully on the  core  business  lines  of respiratory  therapy, home
infusion therapy and home  medical  equipment.   The lower-margin  medical 
supply and home health nursing lines will  be  phased out over the remainder 
of 1997 and early 1998.

Results of Operations
---------------------

Net Revenues:  Net revenues decreased 3.5% to $295.7 million for the second
quarter  of  1997  compared with $306.6 million for the same  quarter  last
year.   For  the six months ended June 30, 1997, net revenues  were  $609.6
million  compared  with  $601.9 million for  the  same  period  last  year,
representing a 1.3% increase.   The decrease in the second quarter of  1997
compared  to  the  second quarter of 1996 reflects a charge  taken  in  the
second quarter of 1997 to provide for estimated revenue adjustments of  $20
million. Revenue adjustments result from (1) incorrect contract prices
entered upon service delivery due to complex contract terms, a biller's
lack of familiarity with a contract or payor or an incorrect system price,
(2) subsequent changes to estimated revenue amounts for services not covered
by a preexisting contract, and (3) failure subsequent to service delivery to
qualify a patient for reimbursement due to lack of authorization or a missed
filing or appeal deadline [see Liquidity and Capital Resources].  The minimal 
increase in the six- month  period in 1997 versus the same period last year 
reflects  slow volume growth and price competition in the managed care 
environment.

Respiratory therapy,  home infusion therapy and home medical equipment/other
revenues  represented  51.0%,  23.4%  and  25.7%,  respectively,  of  total
revenues  for  the  six months ended June 30, 1997.   The  relationship  of
respiratory therapy to total revenues decreased by 0.9% as compared to  the
same  period in 1996, largely due to a temporary shift in focus  away  from
traditional  business, the impact of which is greatest on  the  respiratory
line.  This trend, however, appears to be reversing gradually as  evidenced
by  the  increase  in the respiratory percentage in the second  quarter  of
1997, when compared to the first quarter of 1997 and the fourth quarter  of
1996.   Further,  the  1997 sales commission plan emphasizes  higher-margin
traditional business.

In  August 1997, the Balanced Budget Act of 1997 was adopted which includes
several  provisions  affecting  Medicare  reimbursement  for  home  medical
equipment  and  services.  Reimbursement for home oxygen services  will  be
reduced  by 25% in 1998 and an additional 5% in 1999 and subsequent  years.
The Company estimates the impact on 1998 revenues to be $60 to $65 million.
Also  effective  January 1, 1998, Consumer Price  Index-based reimbursement
increases on durable medical equipment will be frozen through 2002.

Gross  Profit:   Gross margins for the second quarter and  the  six  months
ended June 30, 1997 were 56.6% and 61.8%, respectively, compared with 68.4%
and  68.3%  for  the same periods last year.  The primary reasons  for  the
decrease  was a $23 million charge taken in the second quarter  to  provide
for losses in inventory and patient service equipment and the $20 million
revenue adjustment previously described.

Another  factor  contributing  to  the decline  in  gross  margins  is  the
Company's  participation  in  the managed  care  environment.  The  intense
pressure by employers on managed care organizations leads to greater  price
pressure  on subcontracted providers such as the Company.  To address  this
downward  pressure  on  gross  margins, the Company  has  adopted  numerous
initiatives,  the  most significant of which is the decision  to  exit  the
lower-margin medical supply and home health nursing lines.  Prior  to  this
decision,  management initiated a contract assessment process  whereby  the
Company's  top  revenue-producing accounts were reviewed for profitability.
The  objective  of  the  review was to identify contracts  which  could  be
renegotiated to obtain better terms and improved business mix and eliminate
those  not  meeting acceptable profitability levels.  The review phase  was
completed and the Company entered the negotiation phase with a fair  amount
of success.  The decision to exit the medical supply and nursing lines has,
in some instances, complicated the renegotiation process and resulted in an
additional objective of eliminating language binding the Company to provide
medical  supplies and nursing services.   The Company is working  with  its
customers  and patients to ensure that their needs for these  products  and
services are being met during this transitional period.

Other  initiatives  the Company has adopted to improve  its  gross  margins
include (1) the phasing out of subrented patient service equipment, (2) the
placement of sales force initiatives on certain higher-margin products  and
services  and  (3) the development of  an infusion therapy formulary  which
helps  optimize  gross  margins  through negotiated  price  reductions  and
limitations  on product choices.  During the last half of 1996 the  Company
established  automated purchasing budgets to more effectively  control  the
purchase and use of patient service equipment which has resulted in an  $18
million reduction in patient service equipment purchases in the six  months
ended June 30, 1997, as compared to the same period last year. Further, now
that  all  locations  have  been converted to two standardized  information
systems  (primary  system captures activity for respiratory,  home  medical
equipment/other;  secondary system captures infusion activity),  management
continues  to  develop  and monitor reporting tools  designed  to  evaluate
product/service mix at an individual branch level.

Selling,  Distribution  and  Administrative:   Selling,  distribution   and
administrative  expenses expressed as percentages of net revenues  for  the
second  quarter  and six months ended June 30, 1997 were 50.7%  and  48.8%,
respectively, compared with 47.1% and 47.4% for the same periods  in  1996.
The  increase in the percentage for the second quarter of 1997  versus  the
same  period in 1996 is due to the decrease in net revenues and an increase
in  expenses,  primarily attributable to increased staffing levels  in  the
functional areas of reimbursement, patient service and information  systems
to  address  the problems the Company had been experiencing in these  areas
[see Liquidity and Capital Resources].

Provision for Doubtful Accounts:  The provision for doubtful accounts as  a
percentage of net revenues for the second quarter and six months ended June
30,  1997 was 23.7% and 14.1%, respectively, compared to 4.8% and 4.6%  for
the  same periods in the prior year.  The 1997 percentages reflect a charge
of  $55  million taken in the second quarter to increase the allowance  for
doubtful  accounts  and  reflects  a more conservative  position  taken  on
accounts  in  excess  of 180 days.  The change in estimate  was  considered
necessary  by Management because the reduction in these accounts  has  been
slower  than anticipated.  The charge also reflects an increase to the  bad
debt  provision  rate  for accounts receivable aged  less  than  180  days,
necessitated  by  billing and collection difficulties that  continued  into
early 1997 [see Liquidity and Capital Resources].

Interest  Expense:  Interest expense for the second quarter and six  months
ended  June  30,  1997  increased  to  $12.7  million  and  $25.5  million,
respectively,  from $12.0 million and $23.1 million for  the  same  periods
last  year.   The increases represent the impact of increases in  long-term
debt  in  the  1997  periods  as mitigated by  lower  interest  rates  [see
Liquidity and Capital Resources].

Income  Taxes:   No  income tax benefit was recognized  in  the  second
quarter  of 1997 because the tax loss will be carried forward.  The six  
month  tax provision  of  $9.9  million  primarily represents  an  increase  
in  the  Company's valuation allowance for deferred tax assets.


Liquidity and Capital Resources
-------------------------------

Cash  provided by the Company's operations was $29.8 million  for  the  six
months  ended June 30, 1997, compared with $87.2 million used in operations
during  the  same  period last year.  The main reasons for the  significant
improvement  between  the two periods are as follows:  (1)  a  decrease  in
the magnitude of the accounts  receivable increase (before writeoffs) during
the six months ended June 30, 1997, as compared to  the  same  period in 
1996, (2) a reduction in accounts payable  in  the first  quarter of 1996 
which resulted from the elimination of a  processing backlog caused by the 
1995 centralization of the Company's accounts payable function,  (3)  the  
receipt of a federal tax refund  in  1997  and  (4)  a reduction  in patient
service equipment and inventory expenditures  in  the first six months of 
1997 compared to the same period last year.  The higher equipment and 
inventory expenditures in 1996 were due to concerted  efforts by the Company 
to upgrade the quality of the asset base.

Accounts  receivable, before allowance for doubtful accounts, decreased  by
$37.3  million  during the six months ended June 30,  1997.   The  decrease
includes  the  impact  of  bad  debt writeoffs, net of recoveries, totaling  
$88.2  million.  Despite  high  levels  of  bad  debt write-offs  and  
revenue  adjustments, accounts  in  excess  of 180 days at June 30, 1997 
decreased  by  only  $17 million  since December 31, 1996.  Days sales 
outstanding (DSO - calculated as  of  each period-end by dividing accounts 
receivable less allowance  for doubtful accounts by the 90-day rolling 
average of net revenues), increased from  99  days  at  December 31, 1996 to 
105 days at  March  31,  1997  and decreased  to  86 days at June 30, 1997 
(after adjustments and writeoffs).   The  primary cause  of the slower than 
expected decline in accounts receivable in excess of  180 days and the 
increase in DSO are the residual effects of the disruptions and delays in 
billing and collection activity associated with the Company's conversion of 
its field locations to the standardized information systems and a higher than  
normal turnover rate among billing and collection personnel in  1996.  These
activities contributed to billing delays and errors and, ultimately, 
difficulties in receiving timely reimbursement.

Management's quarter-end accounts receivable analysis included a review  of
aging trends and the aggregate amounts and timing of cash applications,  bad
debt  write-offs and revenue adjustments during the six months  ended  June
30, 1997.  Based on such analyses, Management estimated and recorded in the
second  quarter  of  1997  a  $20  million adjustment  to  reduce  accounts
receivable  and net revenues and a $55 million adjustment to  increase  the
allowance for doubtful accounts [see Results of Operations].

Actions taken in 1996 to mitigate the impact of conversion disruptions  and
employee  turnover  included, among others, a collection incentive  program
with special emphasis on older accounts, hiring additional management level
billing and collection personnel and reinforcement training for the billing
locations.   Early in 1997, the Company took further steps  to  reduce  the
incidence  of  billing  errors  including a process  review  of  the  field
information   systems  to  identify  opportunities   to   improve   billing
processing, timeliness and accuracy, validation of system pricing files and
implementation of billing center audits to assess compliance  with  billing
practices  and  procedures.  Further, in the second quarter  of  1997,  the
Company appointed an executive vice president of operations and reorganized
the reimbursement and information system functions.

Long-term  debt, including current maturities, decreased by  $32.3  million
from  December 31, 1996 to June 30, 1997.  In addition to the cash provided
by  operations,  the  decrease in long-term debt can  be  attributed  to  a
reduction  in  property,  plant  and equipment  expenditures  and  proceeds
received on the disposition of assets in two transactions described below.

On  January 30, 1997, after obtaining a release from the Omnicare Board  of
Directors,  the Company sold all its 1,875,000 ordinary shares of  Omnicare
plc, a public limited company incorporated under the laws of England, to  a
former  director.   Cash proceeds from the sale were  $2.8  million,  which
resulted in a gain of $1.2 million.

On  March 14, 1997, the Company sold M&B Ventures, Inc., its last remaining
Medicare-certified  home health agency, which operated  in  South  Carolina
under  the assumed business names of Doctors Home Health and Advanced  Care
Service  to  North  Trident  Regional  Hospital,  Inc.,  a  subsidiary   of
Columbia/HCA Healthcare Corporation.  Cash proceeds from the sale were $2.4
million, resulting in a loss on the sale of approximately $784,000.

In anticipation of the planned merger with Vitas Healthcare Corporation,
the Company entered into a credit agreement in August 1996 which provided a
revolving loan facility of up to $800 million.  Because the merger was 
never consummated and due to declining long-term debt levels and high
commitment fees, the Company decided to reduce the facility to $600 million
effective July 31, 1997.  The first and second amendments to the Company's
credit agreement were executed on April 22, 1997 and July 31, 1997,
respectively.  In addition to reducing the loan facility, the amendments
allow the exclusion of certain nonrecurring charges (as defined by the
agreement) from the computation of certain financial covenant ratios and
increase the margin range applicable to rates based on the London Interbank
Offered Rate.

In August 1997, the Company's counterparty to an 18-month swap agreement
covering $280 million in notional principal, exercised its option to
terminate the agreement after one year.

Overall, the Company believes that cash provided by operations and  amounts
available  under  its  existing credit facilities  will  be  sufficient  to
finance its current operations for at least the next 12 months.  At  August
8, 1997, availability under the credit facility was $203.5 million.




<PAGE>
PART II. OTHER INFORMATION
--------------------------

Item 1-3. Not applicable

Item 4.   Submission of Matters to a Vote of Security Holders

          (a)  Annual Meeting of Stockholders of the Company on May 22,
               1997.

          (b)  Directors re-elected at Annual Meeting:
                    Jeremy M. Jones
                    H.J. Mark Tompkins

               Members of the Board whose terms expire in 1998:
                    Terry Hartshorn
                    George L. Argyros
                    Vincent M. Prager

               Members of the Board whose terms expire in 1999:
                    David L. Goldsmith
                    Leonard Green
                    Frederick S. Moseley

          (c)  Matters Voted Upon at Annual Meeting:

               1.   Election of Directors
                    ---------------------

                    The Company's Board currently consists of eight
                    directors and is divided into three classes with
                    staggered three-year terms.  Stockholder voting 
                    results for the two directors re-elected were as 
                    follows:
                                                FOR         WITHHELD
                                             ----------     --------
                    Jeremy M. Jones          45,451,614     606,794
                    H.J. Mark Tompkins       45,366,826     591,582

               2.   Approval of the Company's 1997 Stock Incentive Plan
                    ---------------------------------------------------

                    The Board of Directors adopted and approved the
                    Company's 1997 Stock Incentive Plan, subject to
                    ratification by the holders of a majority of the
                    shares represented at the Annual Meeting.
                    Stockholder voting results were as follows:

                    For                      28,220,298
                    Against                  11,345,587
                    Abstain                     766,956
                    Broker Non-Votes          5,725,567

               3.   Ratification of the Company's Independent Accountants
                    -----------------------------------------------------

                    The Board of Directors selected Ernst & Young
                    to serve as the Company's independent accountants
                    for the fiscal year ending December 31, 1997,
                    subject to ratification by the holders of a
                    majority of the shares represented at the
                    Annual Meeting.  Stockholder voting results were 
                    as follows:

                    For                      45,905,009
                    Against                      55,958
                    Abstain                      97,441
                    Broker Non-Votes                  0

Item 5.   Not applicable

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               Exhibit
               Number    Description and Reference
               -------   -------------------------

                4.1      Amendment No. 1 to the Rights Agreement dated as
                         of June 30, 1997, by and among Apria Healthcare
                         Group, Inc., Norwest Bank Minnesota, N.A. and U.S.
                         Stock Transfer Corporation.  Incorporated by
                         reference to Apria Healthcare Group Inc.'s Form
                         8-A/A, as filed with the Securities and Exchange
                         Commission on July 9, 1997.

               10.1      Employment Agreement dated April 1, 1997, between
                         Apria Healthcare Group Inc. and Merl A. Wallace.

               10.2      First Amendment to Credit Agreement, dated April
                         22, 1997, among Apria Healthcare Group Inc. and
                         certain of its subsidiaries, Bank of America
                         National Trust and Savings Association,
                         Nationsbank of Texas, N.A. and other financial
                         institutions party to the Credit Agreement.

               10.3      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Lisa M.
                         Getson.

               10.4      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Robert S.
                         Holcombe.

               10.5      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Jerome J.
                         Lyden.

               10.6      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Gary L.
                         Mangiofico.

               10.7      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Steven T.
                         Plochocki.

               10.8      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Thomas M.
                         Robbins.

               10.9      Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Susan K.
                         Skara.

               10.10     Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Lawrence
                         H. Smallen.

               10.11     Executive Severance Agreement dated June 28, 1997,
                         between Apria Healthcare Group Inc. and Dennis E.
                         Walsh.

               10.12     Second Amendment to Credit Agreement dated July
                         31, 1997, among Apria Healthcare Group Inc. and
                         certain of its subsidiaries, Bank of America
                         National Trust and Savings Association,
                         NationsBank of Texas, N.A. and other financial
                         institutions party to the Credit Agreement.

               11.1      Statement of Computation of Earnings per Share.

               27.1      Financial Data Schedule.

               27.2      Amended Financial Data Schedule

          (b)  Reports on Form 8-K:

               The Company filed a Current Report on Form 8-K, dated June 26, 
               1997, with the Securities and Exchange Commission reporting (1) 
               that it had issued a press release announcing that (i) it has
               retained Goldman, Sachs & Co. as its financial advisor,
               (ii)  it will consider a variety of potential alternatives,
               including the possibility of a merger or sale of the
               Company or a capital restructuring to enhance
               shareholder value, (iii) it has begun to restructure
               its operations to focus more fully on its core
               businesses, and (iv) it expected its financial results
               for the second quarter ending June 30, 1997, to include
               charges of up to $95 million, before taxes, and (2) that
               the Company's business is subject to a number of risks,
               some of which are beyond the Company's control.  The
               Company described certain of those risks in the above
               mentioned Current Report on Form 8-K so that it may be
               used for purposes of the Private Securities Litigation
               Reform Act of 1995 as a readily available document 
               containing meaningful cautionary statements identifying
               important factors that could cause actual results to
               differ materially from those projected in any forward-
               looking statements the Company may make from time to time.

<PAGE>
                                     
                                SIGNATURES




Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  has duly caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.


                               APRIA HEALTHCARE GROUP INC.
                              ------------------------------
                                        Registrant



August 14, 1997               /s/  Lawrence H. Smallen
                              ------------------------------
                              Lawrence H. Smallen
                              Chief Financial Officer,
                              Senior Vice President, Finance
                              and Treasurer
                              (Principal Financial Officer)