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, 1998
                                   
                                  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  51,770,859  shares  of  Common  Stock,  $.001  par  value,
outstanding at August 3, 1998.

<PAGE>

                      APRIA HEALTHCARE GROUP INC.
                                   
                               FORM 10-Q
                                   
                  For the period ended June 30, 1998
                                   




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

Item 3.   Quantitative and Qualitative Disclosures About Market Price


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
<CAPTION>                                   

                                                 June 30,     December 31,
                                                   1998          1997
                                                ----------    ------------
                                                (unaudited)
                                                  (dollars in thousands)

                  ASSETS
<S>                                              <C>           <C>
CURRENT ASSETS
  Cash                                           $  74,712     $  16,317
  Accounts receivable, less allowance 
    for doubtful accounts of $45,757
    and $58,413 at June 30, 1998 and 
    December 31, 1997, respectively                212,190       256,845
  Inventories                                       22,861        26,082
  Prepaid expenses and other current 
    assets                                           5,737        12,329
                                                 ---------     ---------
          TOTAL CURRENT ASSETS                     315,500       311,573
PATIENT SERVICE EQUIPMENT, less 
  accumulated depreciation of $261,189 
  and $245,772 at June 30, 1998 and 
  December 31, 1997, respectively                  161,005       184,704
PROPERTY, EQUIPMENT AND 
  IMPROVEMENTS, NET                                 83,780        87,583
INTANGIBLE ASSETS, NET                             165,525       167,620
OTHER ASSETS                                           817         5,690
                                                 ---------     ---------
                                                 $ 726,627     $ 757,170
                                                 =========     =========

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                               $  46,180     $  50,691
  Accrued payroll and related taxes 
    and benefits                                    32,069        40,397
  Accrued insurance                                 13,136        12,247
  Other accrued liabilities                         30,954        30,463
  Current portion of long-term debt                  7,348         8,685
                                                 ---------     ---------
          TOTAL CURRENT LIABILITIES                129,687       142,483

LONG-TERM DEBT                                     536,386       540,220

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par value:
    10,000,000 shares authorized; 
     none issued                                         -             -
  Common Stock, $.001 par value:
     150,000,000  shares authorized; 
       51,748,259 and 51,568,525  
       shares issued and outstanding 
       at June 30, 1998 and December 
       31, 1997, respectively                           52            51
  Additional paid-in capital                       325,739       324,090
  Retained deficit                                (265,237)     (249,674)
                                                 ---------     --------- 
                                                    60,554        74,467
COMMITMENTS AND CONTINGENCIES                            -             -
                                                 ---------     ---------
                                                 $ 726,627     $ 757,170
                                                 =========     =========
</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,
                                      ------------------   ----------------
                                        1998      1997      1998     1997
                                        ----      ----      ----     ----
                                      (in thousands, except per share data)
<S>                                  <C>       <C>         <C>       <C>
Net revenues                         $240,627  $295,735    $491,165  $609,598
Costs and expenses:
   Cost of net revenues                80,797   128,463     166,655   233,142
   Selling, distribution and 
     administrative                   140,404   150,054     282,350   297,366
   Provision for doubtful 
     accounts                          12,816    70,183      26,611    85,947
   Amortization of intangible 
     assets                             3,501     4,179       7,065     8,377
                                     --------  --------    --------  --------
                                      237,518   352,879     482,681   624,832
                                     --------  --------    --------  --------
          OPERATING INCOME (LOSS)       3,109   (57,144)      8,484   (15,234)
Interest expense                       11,565    12,732      23,047    25,491
                                     --------  --------    --------  --------
          LOSS BEFORE TAXES            (8,456)  (69,876)    (14,563)  (40,725)
Income taxes                              500         -       1,000     9,911
                                     --------  --------    --------  --------
          NET LOSS                   $ (8,956) $(69,876)   $(15,563) $(50,636)
                                     ========  ========    ========  ========



Net loss per common share             $ (0.17)  $ (1.36)    $ (0.30)  $ (0.99)
                                      =======   =======     =======   =======

Net loss per common share 
  assuming dilution                   $ (0.17)  $ (1.36)    $ (0.30)  $ (0.99)
                                      =======   =======     =======   =======
</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,
                                                     -----------------
                                                     1998         1997
                                                     ----         ----
                                                   (dollars in thousands)
<S>                                               <C>           <C>
OPERATING ACTIVITIES
Net loss                                          $(15,563)     $(50,636)
Items included in net loss 
  not requiring (providing) cash:
  Provision for doubtful accounts                   26,611        85,947
  Provision for revenue adjustments                      -        20,000
  Provision for excess/obsolete 
    equipment                                        5,091        23,000
  Depreciation                                      54,728        59,807
  Amortization of intangible assets                  7,065         8,377
  Amortization of deferred debt costs                  819           559
  Gain on disposition of assets                       (118)         (406)
  Deferred income taxes                                  -         8,806
Changes in operating assets and 
  liabilities,  net of effects of
  acquisitions:
  Decrease (increase) in accounts 
    receivable                                      18,314       (70,647)
  Decrease in inventories                              672         1,785
  Decrease in prepaids and other assets              7,195        13,407
  Decrease in accounts payable                      (4,510)      (19,332)
  Decrease in accrued payroll and 
    other liabilities                               (7,068)      (15,952)
Net purchases of patient service 
  equipment,  net of effects of
  acquisitions                                     (17,878)      (34,942)
                                                  --------      --------
          NET CASH PROVIDED BY 
          OPERATING ACTIVITIES                      75,358        29,773

INVESTING ACTIVITIES
  Purchases of property, equipment 
    and improvements, net of effects 
    of acquisitions                                (10,727)      (13,200)
  Proceeds from disposition of assets                  149         5,421
  Acquisitions and payments of 
    contingent consideration                        (1,722)       (3,168)
                                                  --------      --------   
          NET CASH USED IN 
          INVESTING ACTIVITIES                     (12,300)      (10,947)

FINANCING ACTIVITIES
  Proceeds under revolving 
    credit facility                                      -       113,000
  Payments under revolving credit 
    facility                                             -      (141,600)
  Payments of senior and other 
    long-term debt                                  (4,807)       (6,148)
  Capitalized debt costs, net                       (1,442)            -
  Issuances of Common Stock                          1,586         3,054
                                                  --------      --------
          NET CASH USED IN 
          FINANCING ACTIVITIES                      (4,663)      (31,694)
                                                  --------      --------

NET INCREASE (DECREASE) IN CASH                     58,395       (12,868)
Cash at beginning of period                         16,317        26,930
                                                  --------      --------
CASH AT END OF PERIOD                             $ 74,712      $ 14,062
                                                  ========      ========
</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,  1997,
filed with the Company's 1997 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.  Actual results could differ  from
these estimates.

NOTE C - INCOME TAXES

Current income tax expense reflects state tax amounts accrued and  paid
on a basis other than or in addition to taxable income.

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, 1998 resulted  in  cash  payments  of
approximately $1,672,000.

NOTE E - 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, 1998, proceeds from the exercise of stock options amounted  to
$1,586,000.

NOTE F - COMMITMENTS AND CONTINGENCIES

The  Company is engaged in the defense of certain claims and  lawsuits,
the  outcomes of which are not determinable at this time, and is in the
process of responding to subpoenas from the United States Attorney's 
office,  as to which the Company is unaware of what claims or proceedings, 
if any, may  result.  The Company has insurance policies  covering  potential
losses  from  claims and lawsuits where such coverage is available  and
cost effective.  In the opinion of management, any liability that might
be  incurred  by  the Company upon the resolution  of  the  claims  and
lawsuits  of  which  it  is aware will not, in the  aggregate,  have  a
material  adverse effect on the consolidated results of  operations  or
financial position of the Company (see Item 1 of Part II).


NOTE G - PER SHARE AMOUNTS
<TABLE>
The following table sets forth the computation of basic and diluted per
share amounts:
<CAPTION>
                                     Three Months Ended  Six Months Ended
                                          June 30,           June 30,
                                     ------------------  ----------------
                                       1998      1997     1998      1997
                                       ----      ----     ----      ----
                                     (in thousands, except per share data)
<S>                                 <C>       <C>        <C>       <C>
Numerator:
  Net loss                          $ (8,956) $(69,876)  $(15,563) $(50,636)
  Numerator for basic per 
    share amounts - loss
    available to common 
    stockholders                    $ (8,956) $(69,876)  $(15,563) $(50,636)

  Numerator for diluted per 
    share amounts - loss
    available to common 
    stockholders                    $ (8,956) $(69,876)  $(15,563) $(50,636)


Denominator:
  Denominator for basic 
    per share amounts - 
    weighted average shares           51,731    51,411     51,693    51,336

  Effect of dilutive securities:
    Employee stock options                 -         -          -         -
                                    --------  --------   --------  --------                                  
    Dilutive potential common 
      shares                               -         -          -         -
                                    --------  --------   --------  --------
  Denominator for diluted per 
    share amounts - adjusted 
    weighted average shares           51,731    51,411     51,693    51,336
                                    ========  ========   ========  ========

Basic loss per share amounts         $ (0.17)  $ (1.36)   $ (0.30)  $ (0.99)
                                     =======   =======    =======   =======
Diluted loss per share amounts       $ (0.17)  $ (1.36)   $ (0.30)  $ (0.99)
                                     =======   =======    =======   =======

Employee stock options excluded
  from the computation of 
  diluted per share amounts:

    Exercise price exceeds 
      average market price 
      of Common Stock             3,786,392  1,938,909  2,932,922 1,311,364
    Other                            56,394    469,810    105,895   564,008
                                  ---------  ---------  --------- --------- 
                                  3,842,786  2,408,719  3,038,817 1,875,372
                                  =========  =========  ========= =========
Average exercise price per 
  share that exceeds average 
  market price of Common Stock       $14.72     $20.24     $16.37    $21.59
                                     ======     ======     ======    ======
</TABLE>
Due  to the net loss incurred for the three months and six months ended
June  30,  1998  and  1997,  the impact of employee  stock  options  is
antidilutive for those periods and there is no difference between basic
and diluted per share amounts.

<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  Form  10-K for the fiscal year ended December 31, 1997,  as  filed
with  the  Securities and Exchange Commission on April 15, 1998.   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 ongoing issues pertaining to management  stability
and   recruiting,  the  collectibility  of  its  accounts   receivable,
healthcare  reform  and  the  effect of federal  and  state  healthcare
regulations,  pricing  pressures  (including  changes  in  governmental
reimbursement  levels), the effectiveness of its  information  systems,
the  highly  competitive market, recent losses,  the  concentration  of
large  payors, dependence on relationships with third parties  and  the
availability and adequacy of insurance.

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


     Background:  In June 1997, the Company announced that it  retained
an  investment  banking  firm  as  its  financial  advisor  to  explore
strategic  alternatives  to enhance shareholder  value,  including  the
possible sale, merger, or recapitalization of the Company.  During  the
first  quarter  of 1998, the Company entered into an  agreement  for  a
recapitalization transaction, however, the agreement was terminated  by
mutual  consent  of the parties on April 3, 1998.   In  May,  1998  the
Company's  active  exploration  of alternatives  was  terminated.   The
process  and resulting uncertainties are believed to have adversely 
affected  the Company's financial results.

     In  June  1997, the Company decided to reemphasize its traditional
referral-based  business and to focus more fully on the  core  business
lines  of  respiratory  therapy,  infusion  therapy  and  home  medical
equipment.   To  this end, the Company began efforts to renegotiate  or
terminate  certain  managed care contracts that  do  not  meet  minimum
profitability  thresholds,  as  well as to  exit  certain  lower-margin
service  lines, including medical supplies, women's health and  nursing
management.  A consequence of both of these initiatives was the loss of
related higher-margin business.

RESULTS OF OPERATIONS

     Net  Revenues:   Net revenues were $240.6 million for  the  three-
month  period ended June 30, 1998 compared with $295.7 million for  the
same  period  in  1997. For the six months ended  June  30,  1998,  net
revenues  decreased to $491.2 million from $609.6 million for the  same
period  last  year.  A  number of factors impacted  revenue,  the  most
significant of which was the reduction in Medicare reimbursement rates.
The  Balanced Budget Act of 1997 contained several provisions affecting
reimbursement rates for products and services provided by the  Company.
The  reimbursement rates for home oxygen services were reduced  by  25%
effective January 1, 1998 with an additional 5% reduction scheduled for
1999, and the reimbursement rates for respiratory drugs were reduced by
5%.   Also included in the Balanced Budget Act of 1997 was a freeze  on
Consumer  Price  Index-based  reimbursement  rate  increases  for  1998
through  2002.  The estimated impact of the rate reductions on revenues
for the first six months in 1998 was approximately $29.2 million.

     The  strategic decisions discussed above also contributed  to  the
decline in revenues in 1998.  The discontinued service lines of medical
supplies,  women's  health and nursing management represented  combined
annual  revenues of approximately $55.8 million.  Some portion  of  the
medical  supply and nursing management business is expected to continue
due  to  core-business customer requirements.  The Company exited 
contracted business representing  approximately $25.0 million and 
$13.7 million  in  annual revenues  during 1997 and during the first half 
of 1998,  respectively.  Also, the Company disposed of several unprofitable 
branch locations  in California and Arizona in the latter part of 1997 with 
annual  revenues of approximately $3.3 million.

     The  three- and six-month periods in 1997 reflect a $20.0  million
charge to provide for estimated revenue adjustments.

     Other conditions and factors had an adverse impact on net revenues
in  1998,  but are difficult to quantify.  First, the process discussed
above  to identify a strategic alternative to enhance shareholder value
has  created  uncertainties that affected the Company's ability to retain 
current business and secure new business.   Next, formidable  competition  
at both the local  and  national  levels  has affected  revenues  and  
margins,  especially  in  the  infusion  line.  Finally, a shortage in 
trained sales personnel also contributed to  the decrease in revenues.
                         
     During  the  first  part of 1998, the Company  undertook  numerous
initiatives  to  restore  quality, or  higher-margin,  revenue  growth.
These   included  streamlining  and  standardizing  its  managed   care
contracting procedures, increasing the size and strength of  the  field
selling  organization  and  introducing new sales  commission  programs
based on gross profit contribution.
                         
     Gross  Profit:  Gross margins for the second quarter and  the  six
months ended June 30, 1998 were 66.4% and 66.1%, respectively, compared
to  56.6% and 61.8% for the same periods last year.  The gross  margins
for  the 1998 periods reflect the Medicare reimbursement rate reduction
discussed   above.  The  gross  margins  for  the  1997  periods reflect
the $20.0 million  revenue  adjustment   charge described  above and a 
$23.0 million charge to provide  for  losses  in inventory  and patient 
service equipment.  If the effect  of  the  1998 reimbursement rate 
reduction and the 1997 charges are factored out, the gross  margins for 
the 1998 periods still show improvement compared  to the  1997  periods.
The strategy to renegotiate or exit  unprofitable contracts/business  
lines and initiatives adopted  by  the  Company  to reduce  costs 
contributed to the improvement.  Controls placed  on  the purchase  and 
use of patient service equipment resulted  in  a  $17.1 million reduction 
in net purchases during the first six months of  1998 as  compared  to 
the same period last year.  Also, the phasing  out  of subrented  patient
service equipment reduced expenditures  between  the comparable  six-month
periods by $7.5 million.   In  addition  to  the initiatives listed above 
that focus on quality revenue growth (see  Net Revenues),  the Company has 
engaged a consulting firm to help  identify opportunities for operational 
improvement and cost savings.  The  areas currently  under review in this 
large-scale project are purchasing  and supply management, inventory and 
asset management and vehicle fleet and delivery management.

     Selling,  Distribution and Administrative:  Selling,  distribution
and  administrative expenses as a percentage of net revenues were 58.3%
and  57.5% for the second quarter and first half of 1998, respectively,
compared  with  50.7% and 48.8% for the same periods  in  1997.   On  a
dollar   basis,  selling,  distribution  and  administrative   expenses
decreased  by  $9.7  million and $15.0 million between  the  comparable
three- and six-month periods, respectively, however, the decrease rates
were  not  commensurate with the decrease  in  net  revenues.   In
response  to the reduction in revenues, Management has taken  steps  to
reduce  costs,  the  most significant of which is a  reduction  in  the
Company's  labor force.  From June 30, 1997 to June 30, 1998, full-time
equivalent employees have been reduced by nearly 900.  The labor  force
reduction  commenced in the fourth quarter of 1997 and  continued  into
the first quarter of 1998, therefore the full cost savings is reflected
only  in  the  most  recent  months of 1998.  Management  is  currently
evaluating its business model, operating strategies and cost  structure
to  identify  appropriate changes that can be made  to  further  reduce
expenses and bring operating costs in line with the lower revenue  base
(see Gross Profit).

     Provision  for  Doubtful  Accounts:  The  provision  for  doubtful
accounts  as  a percentage of net revenues was 5.3% and  5.4%  for  the
quarter and six-month periods ended June 30, 1998 as compared to  23.7%
and 14.1% for the same periods in the prior year.  The provision in the
1997  periods reflects a $55 million charge taken in the second quarter
of  1997 to increase the allowance for doubtful accounts due to a  more
conservative estimate of the receivables' collectibility.

     Amortization  of  Intangible Assets:  Amortization  of  intangible
assets  was  $3.5 million and $7.1 million for the second  quarter  and
first  six  months of 1998, respectively, compared to $4.2 million  and
$8.4 million for the same periods last year.  The decreases are due  to
the $133.5 million write-off of impaired goodwill in the fourth quarter
of  1997.   The resulting reduction in amortization expense was  offset
somewhat by a reduction in the amortization period for a certain  class
of the Company's goodwill from 40 years to 20 years.

     Interest  Expense:  Interest expense was $11.6 million  and  $23.0
million  for  the  three- and six-month periods ended  June  30,  1998,
respectively, compared to $12.7 million and $25.5 million for the  same
periods in 1997.  The decreases are due to lower long-term debt  levels
in  the  1998 periods, as offset by higher effective interest rates  in
1998.

     Income  Taxes:  Income tax expense for the six months  ended  June
30,  1998 was $1.0 million versus $9.9 million for the same period last
year.   The  decrease is attributable to the corresponding decrease  in
pretax income for the respective periods.  The recorded tax expense  in
1998  relates  to  state  taxes payable on a basis  other  than  or  in
addition to taxable income.


LIQUIDITY AND CAPITAL RESOURCES

     Operating  Cash  Flow:  Cash provided by the Company's  operations
for  the six months ended June 30, 1998 was $75.4 million versus  $29.8
million  for  the  same period last year.  This increase  was  achieved
despite  the significant decrease in net income, after adding back  the
non-cash charges, between the two periods.  The primary reason for  the
improvement  in operating cash flow was the decrease in the  first  six
months  of  1998  in accounts receivable as compared to  a  significant
increase  in  the same period in 1997 (see Accounts Receivable).   Also
contributing to the increase in operating cash flow was a reduction  in
net   purchases   of   patient  service  equipment   of   almost   50%.
Additionally,  less cash was used in 1998 due to smaller  decreases  in
accruals and accounts payable.  Slightly offsetting the cash flow gains
was a $12.0 million federal tax refund received in the first quarter of
1997.

     Accounts  Receivable:   Accounts receivable before  allowance  for
doubtful  accounts  decreased by $57.3 million  during  the  first  six
months of 1998.  The decrease is attributable to the impact of bad debt
write-offs totaling $59.7 million and strong  cash collections,  which  
represented 105% of net revenues.  Accounts  receivable  aged  in excess 
of 180  days decreased by $15.2 million between December 31, 1997 and June
30, 1998 and remained relatively constant as a percentage of total accounts 
receivable.  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) decreased from 87 
days  at December 31, 1997 to 79 days at June 30, 1998.

     Management is aggressively seeking to improve its overall  revenue
management  process.   The major activities completed  or  in  progress
include  the implementation of a special quality assurance function  in
each branch, designed to improve workflow and billing accuracy, and the
introduction  of  software  enhancements to simplify  the  order-intake
process and thereby reduce billing errors.

     Other Balance Sheet Changes:  The decrease in accrued payroll  and
related  taxes and benefits at June 30, 1998, compared to December  31,
1997  is due to the difference in the number of days' costs accrued  at
each  period-end.   At  December 31, 1997, other assets  was  primarily
comprised  of payments for businesses acquired late in the  year.   The
payments were then allocated to the various underlying acquired  assets
in early 1998.

     The  Company  periodically  makes  acquisitions  of  complementary
businesses  in  specific geographic markets. The cost  of  acquisitions
that  closed  during the six-month period ended June 30,  1998  totaled
approximately $1.7 million.

     Long-term  Debt:  The Company's credit agreement with a  syndicate
of  banks  was  amended twice in 1997 and further amended  in  January,
March  and  April  of 1998. Total availability under the  facility  was
reduced  from an original maximum of $800.0 million to $400.0  million.
Further reductions to $385.0 million, $350.0 million and $300.0 million
are scheduled for December 31, 1998, 1999 and 2000, respectively.  As a
result  of these amendments, borrowings under the credit agreement  are
secured  by substantially all the assets of the Company.  Additionally,
amounts  available for acquisitions were reduced, tighter  restrictions
were  imposed  on dividends and other distributions and interest  rates
and  commitment  fees were increased.  At June 30,  1998,  availability
under the credit facility was $51.7 million.

     Under the Indenture governing the Company's $200.0  million  9 1/2%
Senior  Subordinated  Notes due 2002, the Company's  ability  to  incur
indebtedness  becomes  restricted at times when  the  Company's  "Fixed
Charge  Coverage Ratio" (as defined in the Indenture) is less than  3.0
to  1.0.   Charges  taken  against revenues in the  second  and  fourth
quarters of 1997 resulted in the Fixed Charge Coverage Ratio being less
than  3.0 to 1.0.  This condition is expected to continue for at  least
the  balance  of  1998.  The Company has changed  its  cash  management
procedures  so  as to avoid the need to incur indebtedness  that  would
otherwise require a modification of the terms of the Indenture and  has
accumulated a cash balance of $74.7 million as of June 30,  1998.   The
Company believes that cash provided by operations will be sufficient to
finance its current operations for at least the next 12 months or until
the  borrowing  restriction  is  eliminated.   However,  the  lack   of
borrowing  ability  may restrict the Company's ability  to  make  major
acquisitions during 1998, and the Company may attempt to obtain consent
to  an  amendment  to the Indenture which would permit  borrowings  for
acquisitions and other purposes.

     Year  2000  Issue:  As the year 2000 approaches, an  issue  ("Year
2000 Issue") impacting all companies has emerged regarding how existing
application  software  programs and operating systems  can  accommodate
this  date value. In brief, many existing application programs  in  the
marketplace  were  designed to accommodate a two  digit  date  position
which  represents  the year (e.g., "95" is stored  on  the  system  and
represents  the year 1995). Consequently, the year 1999  could  be  the
maximum date value that systems would be able to accurately process.

     Beginning  in  late  1997, the Company conducted  a  comprehensive
review of its existing computer systems, including an assessment of the
nature and potential extent of the impact of the Year 2000 Issue. As  a
result,  the Company has begun the modification process of its software
in order for its computer systems to function properly in the year 2000
and  thereafter.  The  Company  is  utilizing  internal  resources   to
reprogram  and  test the software for the year 2000 modifications.  The
total cost of the project is not expected to have a material effect  on
the  Company's  results  of operations. The  project  is  currently  on
schedule  and  the  Company  anticipates all  phases  of  the  project,
including  the  testing and implementation phases, to be  completed  by
December  31,  1998.  Further,  the  Company's  systems  underwent  two
external  assessments of the Year 2000 Issue and received a "low"  risk
rating.

     Additionally, a formal process has been instituted to assess other
potential  risks the Company may face in light of the Year 2000  Issue.
Examples  of  such issues include, but are not limited  to,  electronic
interfaces with external agents such as payors (which includes Medicare 
and Medicaid), banks and suppliers and internal operational issues such
as date-sensitive security systems and elevators.  Another  area  of 
potential risk is  with  certain  patient service   equipment   items
that  have  microprocessors   with   date functionality  which could 
malfunction in the year  2000.  Among  other steps,  the  Company has 
initiated formal communications with  all  its significant  suppliers  
of patient service equipment  to  ensure  those third parties are also 
working to remediate their own year 2000 issues, if  applicable.  The 
Company believes that it will be able  to  resolve these issues and 
any others it may identify by the year 2000. The  cost of such remediation
has not yet been quantified.

     Recent Developments: In May 1998, the board of directors appointed
Philip L. Carter as Chief Executive Officer and director of the Company
and  appointed Richard H. Koppes as director.  Also in May,  the  board
accepted  the  resignations of five members.  In June 1998,  the  board
appointed two new members, Philip R. Lochner, Jr. and Beverly  Benedict
Thomas.  Finally, in July 1998, the board appointed David H. Batchelder
as  director.  These appointments and resignations bring the number  of
directors on the board to nine.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


PART II. OTHER INFORMATION

Item 1.        Legal Proceedings

               The  Company  and  certain of its  present  and  former
          officers  and/or directors are defendants in a  class  action
          lawsuit,  In Re Apria Healthcare Group Securities Litigation,
          filed in the U.S. District Court for the Central District  of
          California,  Southern  Division (Case  No.  SACV98-217  GLT).
          This  case is a consolidation of three similar class  actions
          filed  in  March and April, 1998.  Pursuant to a Court  Order
          dated  May  27,  1998, the plaintiffs in the  original  three
          class  actions  filed  a Consolidated  Amended  Class  Action
          Complaint on August 6, 1998.  The Amended Complaint  purports
          to  establish a class of plaintiff shareholders who purchased
          the  Company's common stock between May 22, 1995 and  January
          20,  1998.   No class has been certified at this  time.   The
          Amended  Complaint  alleges, among  other  things,  that  the
          defendants  made  false and/or misleading  public  statements
          regarding   the  Company  and  its  financial  condition   in
          violation  of federal securities laws.  The Amended Complaint
          seeks  compensatory and punitive damages  as  well  as  other
          relief.

               On  July  17, 1998, a related class action was filed  by
          the  co-lead plaintiff's counsel in the consolidated  federal
          action in the Superior Court for the State of California  for
          the  County  of  Orange, entitled Schall v. Apria  Healthcare
          Group Inc., et al. (Case No. 797060).  The Complaint in  this
          case  contains the same or similar allegations as the Amended
          Complaint in the federal action, although the defendants  are
          alleged  to  have  violated state,  as  opposed  to  federal,
          securities laws and other laws.
               
               The Company believes that it has meritorious defenses to
          the plaintiffs' claims in these class actions, and it intends
          to  vigorously defend itself in both the  federal  and  state
          cases.    In  the  opinion of the Company's  management,  the
          ultimate disposition of these class actions will not  have  a
          material  adverse effect on the Company's financial condition
          or results of operations.
               
                On  July  8,  1998, the Company issued a press  release
          reporting that it had received six subpoenas from the  U.  S.
          Attorney's   office  in  Sacramento,  California,  requesting
          documents  related to the Company's billing  practices.   The
          documents  requested include those located at  the  Company's
          corporate   headquarters  and  offices  in  San   Diego   and
          Sacramento,  California,  and Canonsburg,  Pennsylvania.   On
          July   29,   1998,  the  Company  received  another  subpoena
          requesting  additional billing-related  documents  from  its'
          Sacramento  office.   The  Company  is  in  the  process   of
          complying with the subpoenas.  The Company is unaware of what
          claims  or  proceedings,  if  any,  the  government  may   be
          contemplating with respect to these subpoenas.

Items 2-5.     Not applicable

Item 6.        Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               Exhibit
               Number    Reference
               -------   --------------------
               3.2       Bylaws  of the Company as Amended and Restated
                         through May 5, 1998.

               10.1      Fifth Amendment to Credit Agreement and Waiver
                         dated  April  15, 1998, among the Company  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.
                         Incorporated  by  reference to  the  Company's
                         Form  10-K  for  the year ended  December  31,
                         1997.
               
               10.2      First  Amendment  to Security Agreement  dated
                         April  15, 1998, among the Company 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.  Incorporated
                         by  reference to the Company's Form  10-K  for
                         the year ended December 31, 1997.
               
               10.3      Employment  Agreement  dated  May   5,   1998,
                         between the Company and Philip L. Carter.
               
               10.4      Resignation  and  General  Release   Agreement
                         dated  May  15,  1998,  between  Lawrence   H.
                         Smallen and the Company.
               
               10.5      Executive  Severance Agreement dated  May  22,
                         1998, between the Company and Frank Bianchi.
               
               10.6      Resignation  and  General  Release   Agreement
                         dated  June 20, 1998, between Susan  K.  Skara
                         and the Company.
               
               10.7      Executive Severance Agreement dated  June  29,
                         1998,  between  the  Company  and  Michael  R.
                         Dobbs.
               
               10.8      Resignation  and  General  Release   Agreement
                         dated  June 30, 1998 (effective date July  17,
                         1998),   between  Merl  A.  Wallace  and   the
                         Company.
               
               10.9      Resignation  and  General  Release   Agreement
                         dated  July 1, 1998 (effective date August  7,
                         1998),  between  Thomas  M.  Robbins  and  the
                         Company.
               
               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



August 14, 1998               /s/JAMES E. BAKER
                              -----------------------------
                              James E. Baker
                              Vice President, Controller
                              (Chief Accounting Officer)