EXHIBIT 10.1

            FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIFTH  AMENDMENT  TO  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  (this
"Amendment")  dated as of March 24,  2000 is made among APRIA  HEALTHCARE  GROUP
INC.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  ("Apria") and the  Subsidiaries  of Apria  identified on the signature
pages of this  Amendment and any  Subsidiary  of Apria that,  subject to Section
9.13 of the Credit Agreement, shall have executed a Joinder Agreement (Apria and
such   Subsidiaries   are  referred  to   individually   as  a  "Borrower"  and,
collectively, as the "Borrowers"),  each of the financial institutions listed on
Schedule I to the Credit  Agreement  or that,  pursuant  to Section  13.4 of the
Credit Agreement, shall become a "Bank" thereunder (individually,  a "Bank" and,
collectively,  the  "Banks"),  and BANK OF  AMERICA,  NATIONAL  ASSOCIATION  (as
successor  to Bank  of  America  National  Trust  and  Savings  Association  and
NationsBank of Texas,  N.A.), as the Syndication,  Administrative and Collateral
Agent (the  "Administrative and Collateral  Agent").  Capitalized terms used but
not  otherwise  defined  shall have the  meanings  assigned to such terms in the
Credit Agreement.

                                    RECITALS

     I. The Borrowers, the Banks and the Administrative and Collateral Agent are
parties to the Amended and Restated  Credit  Agreement  dated as of November 13,
1998, as amended by the First Amendment to Amended and Restated Credit Agreement
and Consent, dated as of January 15, 1999, as amended by the Second Amendment to
Amended and Restated Credit Agreement, dated as of February 23, 1999, as amended
by the Third  Amendment to Amended and Restated  Credit  Agreement,  dated as of
April 22, 1999,  and as amended by the Fourth  Amendment to Amended and Restated
Credit  Agreement,  dated as of  October  22,  1999  (the  "Credit  Agreement"),
pursuant to which the Banks extended certain credit to the Borrowers.

     II. The Borrowers have requested that the Banks amend the Credit  Agreement
to modify the covenant regarding Capital Expenditures
set forth therein.

     III. The Banks are willing to  accommodate  the request of the Borrowers on
the terms and conditions specified in this Amendment.

                                    AGREEMENT

     In consideration of the foregoing  premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment agree as follows:

     1. Amendment to Section 10.8 of the Credit  Agreement.  Section 10.8 of the
Credit Agreement is amended in its entirety as follows:

          Capital  Expenditures.   Apria  will  not,  for  any  period  of  four
          consecutive  fiscal quarters,  make or permit its Subsidiaries to make
          any  Capital   Expenditures  in  an  amount  such  that  the  fraction
          (expressed as a  percentage),  the numerator of which is the amount of
          such  Capital  Expenditures  for  such  period  plus  any  investments
          permitted under Section  10.6(viii) during such period,  but excluding
          expenditures  made in connection with Permitted  Transactions  made in
          compliance  with Section 9.13 during such period,  and the denominator
          of which is the amount of consolidated  net revenues for Apria and its
          Subsidiaries for such period, would be greater than 12.5%.

     2.  Representations.  Each of the Borrowers  represents and warrants to the
Banks that (a) it has the corporate or partnership power to execute, deliver and
perform the terms and  provisions of this  Amendment and has taken all necessary
corporate  or  partnership  action to  authorize  the  execution,  delivery  and
performance  by it of this  Amendment  and (b)  upon the  effectiveness  of this
Amendment,  no Default or Event of Default shall have occurred and be continuing
under the Credit Agreement. Each of Apria and its Material Subsidiaries has duly
executed and delivered this Amendment and this Amendment  constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, except as
enforceability  may be  limited by  bankruptcy,  reorganization,  moratorium  or
similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.

     3.  Conditions  Precedent.  This  Amendment  shall  become  effective  upon
satisfaction of the following conditions:

          (i) the  receipt by the  Administrative  and  Collateral  Agent of the
          consent of the Required Banks;

          (ii) the receipt by the  Administrative  and Collateral  Agent of this
          Amendment,  duly  executed and  delivered by each of the Borrowers and
          the Administrative and Collateral Agent;

          (iii) the receipt by the  Administrative  and  Collateral  Agent of an
          opinion of Borrower's counsel in a form and substance  satisfactory to
          the Administrative and Collateral Agent; and

          (iv) an officer's  certificate  of Apria to the effect that no Default
          or Event of Default  has  occurred or is  continuing  under the Credit
          Agreement  and  that  each  of  the   representations  and  warranties
          contained in Section 8 of the Credit Agreement are true and correct in
          all material respects as of the date of this Amendment with references
          to the Agreement being  references to the Agreement as amended by this
          Amendment.

     4. Reference to and Effect on the Credit Agreement, Notes and Guaranty.

     a. Except as specifically  amended by this Amendment,  the Credit Agreement
shall remain in full force and effect and is hereby  ratified and confirmed.

     b. This Amendment  shall be construed as one with the Credit  Agreement and
the Credit Agreement shall,  where the context  requires,  be read and construed
throughout so as to incorporate this Amendment.

     c.  All  documents  executed  in  connection  with  the  Credit  Agreement,
including,  but not limited to, the Notes and the Guaranty  shall remain in full
force and effect and are  hereby  ratified  and  confirmed  with  respect to the
Credit  Agreement,  as amended  hereby.

     5. Entire Agreement. This Amendment, together with the Credit Agreement and
the other documents  referred to in, or executed in connection  with, the Credit
Agreement  supersedes all prior agreements and understandings,  written or oral,
among the parties with respect to the subject matter of this Amendment.

     6.  Expenses.   The  Borrowers  shall  reimburse  the   Administrative  and
Collateral  Agent on demand  for all  reasonable  costs,  expenses  and  charges
(including, without limitation, reasonable fees and charges of legal counsel and
other consultants for the  Administrative  and Collateral Agent) incurred by the
Administrative   and  Collateral  Agent  in  connection  with  the  preparation,
performance or enforcement of this Amendment.

     7.  Successors and Assigns.  This Amendment shall be binding upon and inure
to the benefit of its  parties and their  respective  successors  and  permitted
assigns.

     8.  Severability.  Any  provision of this  Amendment  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions   of  this   Amendment  and  any  such   prohibition   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     9. Captions.  The captions and section headings appearing in this Amendment
are included  solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Amendment.

     10.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts  all of which when taken together shall constitute one and the same
instrument  and any of the parties to this  Amendment may execute this Amendment
by signing any such  counterpart;  signature pages may be detached from multiple
separate  counterparts  and  attached  to  a  single  counterpart  so  that  all
signatures are physically attached to the same document.

     11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

     IN WITNESS  WHEREOF,  the parties to this  Amendment have caused their duly
authorized  officers to execute and deliver this  Amendment as of the date first
above written.

                            APRIA HEALTHCARE GROUP INC.
                            APRIA HEALTHCARE, INC.
                            APRIACARE MANAGEMENT SYSTEMS, INC.
                            APRIA NUMBER TWO, INC.
                            APRIA HEALTHCARE OF NEW YORK STATE, INC.



                            By:
                               ----------------------------------------------
                               Name:
                               Title:



                            BANK OF AMERICA, NATIONAL ASSOCIATION,
                            as Administrative and Collateral Agent

                            By:
                               ----------------------------------------------
                                Name: Christine Cordi
                                Title: Vice President