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 March 31, 1997
                                
                               OR

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

               Commission File Number:  000-19854
                                
                                
                   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  51,388,689 shares of Common Stock, $.001 par  value,
outstanding at May 4, 1997.
                                
<PAGE>
                   APRIA HEALTHCARE GROUP INC.
                                
                            FORM 10-Q
                                
               For the period ended March 31, 1997
                                





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

Item 1.   Financial Statements (unaudited)

          Consolidated Balance Sheets

          Consolidated Income Statements

          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>

                       APRIA HEALTHCARE GROUP INC.
                                    
                       CONSOLIDATED BALANCE SHEETS
                                    
                                 ASSETS
<TABLE>
<CAPTION>
                                                March 31,     December 31,
                                                   1997           1996
                                                ----------   -----------
                                               (unaudited)
                                                  (Dollars in thousands)
<S>                                             <C>           <C>
CURRENT ASSETS
  Cash                                          $   17,709    $   26,930
  Accounts receivable, less allowance
     for doubtful accounts of $72,379
     and $73,809 at March 31, 1997 and
     December 31, 1996, respectively               367,043       335,616
  Inventories                                       57,907        55,733
  Deferred income taxes                             31,244        31,106
  Refundable and prepaid income taxes               14,571        34,598
  Prepaid expenses and other
    current assets                                   9,475         9,764
                                                ----------    ----------
TOTAL CURRENT ASSETS                               497,949       493,747
PATIENT SERVICE EQUIPMENT, less accumulated
  depreciation of $229,445 and $198,675 at
  March 31, 1997 and December 31, 1996,
  respectively                                     211,307       213,602
PROPERTY, EQUIPMENT AND IMPROVEMENTS, NET          119,196       120,030
COVENANTS NOT TO COMPETE, NET                       15,782        17,054
GOODWILL, NET                                      290,409       295,536
OTHER ASSETS                                         8,089         9,141
                                                ----------    ----------
                                                $1,142,732    $1,149,110
                                                ==========    ==========
                                    
                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                              $   74,235    $   83,619
  Accrued payroll and related taxes
    and benefits                                    24,994        34,850
  Accrued restructuring costs                        5,573         7,131
  Other accrued liabilities                         45,636        44,568
  Current portion of long-term debt                 11,202        11,588
                                                ----------    ----------
TOTAL CURRENT LIABILITIES                          161,640       181,756
LONG-TERM DEBT                                     614,175       623,276
DEFERRED INCOME TAXES                                2,695         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;
    51,349,449 and 51,203,450 shares issued
      and outstanding at March 31, 1997 and
      December 31, 1996, respectively                   51            51
  Additional paid-in capital                       321,997       319,950
  Retained earnings                                 42,174        22,934
                                                ----------    ----------
                                                   364,222       342,935
COMMITMENTS AND CONTINGENCIES                            -             -
                                                ----------    ----------
                                                $1,142,732    $1,149,110
                                                ==========    ==========
</TABLE>
             See notes to consolidated financial statements.

<PAGE>

                                    
                       APRIA HEALTHCARE GROUP INC.
                                    
                     CONSOLIDATED INCOME STATEMENTS
                               (unaudited)
<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                          March 31,
                                                    -------------------
                                                      1997        1996
                                                    --------    --------
                                                    (Dollars in thousands,
                                                    except per share data)
<S>                                                  <C>        <C>
Net revenues                                         $313,863   $295,303
Costs and expenses:
   Cost of net revenues                               104,679     94,091
   Selling, distribution and administrative           147,312    140,944
   Provision for doubtful accounts                     15,764     13,298
   Amortization of intangible assets                    4,198      4,102
                                                     --------   --------
      OPERATING INCOME                                 41,910     42,868
Interest expense                                       12,759     11,108
                                                     --------   --------
      INCOME BEFORE TAXES                              29,151     31,760
Income taxes                                            9,911     11,434
                                                     --------   --------
      NET INCOME                                     $ 19,240   $ 20,326
                                                     ========   ========


Earnings per common and common
  equivalent share                                   $   0.37   $   0.39
                                                     ========   ========

Weighted average number of common
  and common equivalent shares
  outstanding                                          51,918     51,997



Earnings per common and common
  equivalent share assuming
  full dilution                                      $   0.37   $   0.39
                                                     ========   ========

Weighted average number of common
  and common equivalent shares
  outstanding assuming full dilution                   51,918     52,221
</TABLE>
             See notes to consolidated financial statements.
<PAGE>
      

                     APRIA HEALTHCARE GROUP INC.
                                    
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31
                                                      ------------------
                                                        1997      1996
                                                      -------   -------
                                                    (Dollars in thousands)
<S>                                                  <C>        <C>
OPERATING ACTIVITIES
Net income                                           $ 19,240   $ 20,326
Items included in net income not
  requiring (providing) cash:
   Provision for doubtful accounts                     15,764     13,298
   Depreciation                                        29,947     19,855
   Amortization of intangible assets                    4,198      4,102
   Amortization of deferred debt costs                    279        260
   (Gain) loss on sale of property,
      equipment and improvements                           (8)        10
   Gain on disposition of assets                         (429)         -
   Deferred income taxes                                1,437        114
Changes in operating assets and
  liabilities, net of effects
  of acquisitions:
   Increase in accounts receivable                    (47,493)   (61,880)
   Increase in inventories                             (2,290)    (8,533)
   Decrease in prepaids and other assets               20,751      9,043
   Decrease in accounts payable                        (9,384)   (27,090)
   Decrease in accrued payroll
     and other liabilities                             (8,958)    (1,359)
   Decrease in accrued restructuring
     costs                                             (1,558)    (5,318)
Net purchases of patient service
  equipment, net of effects
  of acquisitions                                     (19,515)   (25,186)
                                                      -------    -------
      NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                              1,981    (62,358)

INVESTING ACTIVITIES
  Purchases of property, equipment
    and improvements, net of
    effects of acquisitions                            (6,800)   (17,322)
  Proceeds from sale of property,
    equipment and improvements                             53         18
  Proceeds on disposition of assets                     5,196          -
  Acquisitions and payments of
    contingent consideration                             (732)      (489)
                                                      -------    -------
      NET CASH USED IN
      INVESTING ACTIVITIES                             (2,283)   (17,793)

FINANCING ACTIVITIES
  Proceeds under revolving
    credit facility                                    57,800    125,100
  Payments under revolving
    credit facility                                   (65,250)   (46,900)
  Payments of senior and other
    long-term debt                                     (3,059)    (2,550)
  Capitalized debt costs, net                               -        (11)
  Issuances of Common Stock                             1,590      9,735
                                                      -------    -------
      NET CASH (USED IN) PROVIDED BY
      FINANCING ACTIVITIES                             (8,919)    85,374

NET (DECREASE) INCREASE IN CASH                        (9,221)     5,223
Cash at beginning of period                            26,930     18,829
                                                      -------    -------
      CASH AT END OF PERIOD                           $17,709    $24,052
                                                      =======    =======
</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 - USE OF ACCOUNTING ESTIMATES

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.   Actual  results  could   differ
from the estimates.

NOTE C - INCOME TAXES

Income   taxes   have   been   provided  at  the   effective   tax   rate
expected  for  the  year.   The  Company's  effective  tax  rate  differs
from  the  statutory  rate  as a result of state  income  taxes  (net  of
federal benefit) and the use of net operating loss carryforwards.

NOTE D - BUSINESS COMBINATIONS AND DISPOSITIONS

The    Company   periodically   makes   acquisitions   of   complementary
businesses   in   specific   geographic   markets.    Acquisitions   that
closed   during   the   three  month  period   ended   March   31,   1997
resulted in cash payments of approximately $450,000.

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.   The  Company  had
accounted   for   this   investment  using  the  equity   method.    Cash
proceeds  from  the  sale  were $2,791,000,  which  resulted  in  a  gain
of $1,232,000.

On   March   14,  1997,  the  Company  sold  M&B  Ventures,   Inc.,   its
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  $2,400,000,  resulting  in  a  loss   on
the   sale   of  approximately  $803,000.   The  operations  of  Doctor's
Home    Health    and   Advanced   Care   Service   had    revenues    of
approximately   $1,356,000   and  $2,143,000   for   the   three   months
ended March 31, 1997 and 1996, respectively.

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  three  months  ended  March   31,
1997 and the remaining accrual at March 31, 1997.

Accrual at December 31, 1996                           $7,131,000
Severance amounts paid through March 31, 1997            (956,000)
Other amounts paid through March 31, 1997                (602,000)
                                                       ----------
Accrual at March 31, 1997                              $5,573,000
                                                       ==========

The    remaining    accrual   balance   consists   of   $1,070,000    for
severance  and  related  personnel  costs,  $4,214,000  for  branch   and
billing   center   closure   costs   and   $289,000   for   miscellaneous
restructuring costs.

NOTE F - 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 G - EQUITY

The   change  in  stockholders'  equity,  other  than  from  net  income,
resulted  primarily  from  the exercise of  stock  options  and  the  tax
benefit   associated   with  disqualifying  dispositions   of   incentive
stock   options  and  exercises  of  nonqualified  stock  options.    For
the  three  months  ended  March 31, 1997,  proceeds  from  the  exercise
of   stock   options  amounted  to  $1,590,000  and   the   related   tax
benefit amounted to $426,000.

NOTE H - 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>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


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

Net   revenues   increased  6.3%  to  $313.9  million   for   the   first
quarter  of  1997  compared  with $295.3 million  for  the  same  quarter
last   year.    The   growth  in  1997,  versus   1996,   was   primarily
attributable  to  volume  increases  in  managed  care  markets  and,  to
a   lesser  extent,  traditional  markets.   Price  competition  in   the
managed care environment had a mitigating impact on the growth.

Respiratory    therapy,    infusion    therapy    and    home     medical
equipment/other   revenues   represented   50.7%,   23.9%   and    25.4%,
respectively,  of  total  revenues  for  the  first  quarter   in   1997.
The    relationship   of   respiratory   therapy   to   total    revenues
decreased   by   1.2%  as  compared  to  the  first   quarter   of   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  as  evidenced
by  the  increase  in  the  respiratory line  in  the  first  quarter  of
1997,   when  compared  to  the  fourth  quarter  of  1996.    The   1997
sales    commission    plan    emphasizes    higher-margin    traditional
business.

Gross  margins  were  66.6%  in  the  first  quarter  of  1997,  compared
to   68.1%   for   the   first  quarter  of  1996.    The   decrease   is
primarily   attributable   to  the  Company's   increased   participation
in    the   managed   care   environment.   The   intense   pressure   by
employers   on   managed  care  organizations  contributed   to   greater
price   pressure  on  subcontracted  providers  such  as   the   Company.
Also,   competing   in  the  managed  care  market   requires   a   broad
offering    of    products    and   services,   including    lower-margin
services,   medical   equipment   and   supplies.    To   address    this
downward   pressure   on   gross  margins,  the   Company   has   adopted
numerous   initiatives,   including  the   establishment   of   automated
purchasing   budgets  to  more  effectively  control  the  purchase   and
use  of  patient  service  equipment  and  supplies,  the  placement   of
sales   force   initiatives   on  certain  higher-margin   products   and
services  and  an  effort  to  redirect the  business  development  focus
toward    higher-margin   traditional   referral/payor    sources.     In
addition,  during  the  fourth  quarter  of  1996,  management  initiated
a   contract  assessment  process  whereby  the  Company's  top  revenue-
producing   accounts   are   being  reviewed  for   profitability.    The
objective   of   the  review  is  to  renegotiate  the   contracts   with
better   terms,  improve  the  business  mix  and  eliminate  those   not
meeting    acceptable   profitability   levels.     During   the    first
quarter  of  1997,  the  Company completed its review  of  its  top  fee-
for-service    contracts   and   developed   a   set    of    recommended
revisions;   negotiations   for  those   revisions   are   currently   in
process.   In  addition,  the  Company  has  just  completed  the  review
phase  of  its  capitation  agreements  and  has  identified  the  points
requiring   renegotiation.   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   has   access   to  information  not  previously   available.
Detailed   management   reporting   tools   are   being   developed    to
quickly   identify  products  and  services  not  meeting   profitability
standards   and   to  evaluate  product/service  mix  at  an   individual
branch level.

Selling,   distribution   and  administrative   expenses   expressed   as
percentages  of  net  revenues  were  46.9%  and  47.7%  for  the   first
quarters  of  1997  and  1996,  respectively.   Included  in  1996   were
various  integration  costs  recorded  in  conjunction  with  the  merger
between   Abbey   Healthcare  Group  Incorporated  and   Homedco   Group,
Inc.    Such   costs   included   employee  relocation,   temporary   and
transitional   employee  costs,  overtime  pay  and   consulting.    Also
reflected  in  the  quarter-to-quarter  improvement  is  the  success  of
various  cost  control  measures  implemented  during  the  1996   fiscal
year.

The   provision   for   doubtful  accounts,  as  a  percentage   of   net
revenues,   was  5.0%  for  the  first  quarter  of  1997,  compared   to
4.5%   for   the  first  quarter  in  the  prior  year.   The   increased
provision   rate  corresponds  to  an  increase  in  accounts  receivable
aged  over  180  days,  which  is largely  attributed  to  the  Company's
1996   information  systems  conversions  [see  Liquidity   and   Capital
Resources].

Interest  expense  was  $12.8  million for the  first  quarter  of  1997,
compared   to  $11.1  million  for  the  first  quarter  of  1996.    The
increase  represents  the  impact  of  an  increase  in  long-term   debt
as mitigated by lower interest rates.

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

Cash   provided  by  the  Company's  operations  was  $2.0  million   for
the  first  quarter  of  1997,  compared  with  $62.4  million  used   in
operations   during  the  same  period  last  year.   The  main   reasons
for   the   significant  variance  between  the  two   periods   are   as
follows:   (1)   a   decrease   in  the   magnitude   of   the   accounts
receivable  increase  during  the first  quarter  of  1997,  as  compared
to  the  same  quarter  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  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  quarter  of  1997
compared  to  the  same  period  last year.   The  higher  equipment  and
inventory  expenditures  in  1996  reflect  concerted  efforts   by   the
Company to upgrade the quality of the asset base.

Although  the  rate  of  growth  in  accounts  receivable  decreased   in
the  first  quarter  of  1997  as  compared  to  the  first  quarter   of
1996,    accounts    receivable,   before    allowance    for    doubtful
accounts,    increased   by   $30.0   million   during    the    quarter;
approximately  $21.0  million  of  the  increase  related   to   accounts
aged  over  180  days.   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.   Collections  historically   have   been
slowest   during   the  first  quarter  due  to  a  slowdown   in   payor
processing   over   the   holiday   season   and   the   withholding   of
Medicare  deductibles  at  the  beginning  of  the  new  calendar   year.
But  the  primary  cause  of  the increases in  accounts  receivable  and
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.    The   conversion   of   a    field
information  system  to  one  of  the  standard  systems  required   from
one  to  four  weeks,  depending on facility  size,  for  conversion  and
employee   training,   during   which   time   billing   and   collection
activity   was  substantially  curtailed.   Resumption  of  billing   and
collection  activities  to  pre-conversion  levels  can  take  from   six
to nine months.

To   mitigate   the  impact  of  conversion  disruptions   and   employee
turnover,   the   Company,  among  other  steps,   initiated   collection
incentive   programs   with   special   emphasis   on   older   accounts,
hired    additional    management   level    billing    and    collection
personnel   and   initiated  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  April  1997,  the  Company  announced  a  new
organizational  structure  and  the  appointment  of  an  executive  vice
president   of  operations;  these  changes  are  intended  to   heighten
the    Company's   focus   on   accounts   receivable   collections   and
information systems management.

The   conversions,  which  commenced  in  the  third  quarter  of   1995,
were    completed    by   September   30,   1996.    Approximately    140
locations   were   converted  in  the  second  and  third   quarters   of
1996.    The   billing  and  collection  processes  at  these   locations
are    currently   normalizing,   but   a   full   return   to    routine
processing   and  normal  collection  timeframes  by  all  locations   is
not expected prior to the second half of 1997.

Long-term   debt,  including  current  maturities,  decreased   by   $9.5
million  from  December  31, 1996 to March  31,  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 as described below.

The   decrease  in  refundable  and  prepaid  income  taxes  during   the
first   quarter   is   primarily  related  to  a   federal   tax   refund
received   and   the  application  of  previously  paid   federal   taxes
against  current  tax  liabilities.   The  decrease  in  accrued  payroll
and  benefits  at  March  31, 1997, compared to  December  31,  1996,  is
due  to  the  difference  in  the  number  of  days'  costs  accrued   at
each period-end.

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 $803,000.

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  March  31, 1997, availability  under  the  credit
facility was $387.0 million.
<PAGE>
PART II. OTHER INFORMATION
--------------------------

Item 1-5. Not applicable

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a)  Exhibits:


               11.1      Statement of Computation of Earnings per
                         Share.

               27.1      Financial Data Schedule.

          (b)  Reports on Form 8-K:

               No reports on Form 8-K were filed during the
               quarter for which this report is filed.
<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



May 15, 1997                  /s/Lawrence H. Smallen
                              -----------------------------------
                              Lawrence H. Smallen
                              Chief Financial Officer,
                              Senior Vice President, Finance
                              and Treasurer
                              (Principal Financial Officer)