EXHIBIT 4.1


            FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


     THIS  FOURTH  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (this
"Amendment")  dated as of October 22, 1999 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,  dated as of January 15, 1999, as amended by the Second  Amendment to
Amended and Restated  Credit  Agreement,  dated as of February 23, 1999,  and as
amended by the Third Amendment to Amended and Restated Credit  Agreement,  dated
as of April 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 allow certain  acquisitions by the Borrowers and certain stock repurchases by
the Borrowers.

     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 1.1 of the Credit  Agreement.  Section 1.1 of the
Credit  Agreement is hereby  amended as follows:

     a. the definition of "BofA" is restated in its entirety as follows:

     "BofA" shall mean Bank of America,  National Association (successor to Bank
     of America National Trust and Savings Association and NationsBank of Texas,
     N.A.) or any successor thereto.

     b. the definitions of "Acquisition Cap", "Agents",  "Bonus Period",  "Bonus
Acquisition Basket",  "Initial Acquisition Cap",  "NationsBank" and "Syndication
Agent" are deleted in their entirety.

     c. each reference to the term "Agents" in the Credit  Agreement is replaced
with the term  "Administrative  and Collateral  Agent".

     2. Amendment to Section 9.13(a). Section 9.13(a) of the Credit Agreement is
amended as follows:

     a. by restating paragraph (ii) in its entirety to read as follows:

     "with  respect  to  all  Permitted   Transactions  (other  than  Subsidiary
     Reorganizations) the sum (without duplication) of (I) cash paid by Apria in
     connection with such Permitted Transactions,  (II) the Fair Market Value of
     Apria Common Stock issued in connection  with such  Permitted  Transactions
     and (III) the amount  (determined  by using the face  amount of the debt or
     the amount payable at maturity, whichever is greater) of all Permitted Debt
     incurred, assumed or acquired in all such Permitted Transactions, shall not
     exceed  $125,000,000 in the aggregate for the period commencing October 22,
     1999 and ending on the Final Maturity Date; provided that such $125,000,000
     shall be reduced on a dollar for dollar  basis by the amount of any Unusual
     Cash Expenses  incurred by the Borrowers and paid in the period  commencing
     January 1, 1999 and ending on the Final  Maturity  Date";

     b. by restating  paragraph (iii) in its entirety to read "Reserved";

     c. by replacing the amount  "$30,000,000"  set forth in paragraph (iv) with
the amount "$40,000,000"; and

     d. by replacing  the amount  "$25,000,000"  set forth in paragraph (v) with
the amount  "$35,000,000".

     3.  Amendment  to Section  10.3.  Section  10.3 of the Credit  Agreement is
amended by adding the following proviso at the end of such Section:

     ; provided  that so long as no Default or Event of Default has occurred and
     is continuing or would result therefrom,  Apria may make repurchases of its
     capital  stock in an amount  not to exceed (i)  $30,000,000  for the period
     commencing  October  22,  1999  and  ending  December  31,  2000  and  (ii)
     $20,000,000  (plus fifty percent of any unused  portion of the  $30,000,000
     referenced in clause (i) above) for the period  commencing  January 1, 2001
     and ending on the Final  Maturity  Date.

     4.  Amendment to Section  10.10.  Section 10.10 of the Credit  Agreement is
amended in its entirety as follows:

     Consolidated  Funded  Indebtedness to Consolidated  EBITDA.  Apria will not
     permit the Consolidated Funded Indebtedness to Consolidated EBITDA Ratio at
     the end of any  fiscal  quarter  set  forth  below to be  greater  than the
     corresponding ratio set forth below, opposite such date:

             Fiscal Quarter End                            Ratio
             ------------------                          ---------

             September 30, 1999                          3.75 to 1

             December 31, 1999                           3.75 to 1

             March 31, 2000                              3.50 to 1

             June 30, 2000 and thereafter                3.25 to 1

     ; provided that, solely for the purpose of determining compliance with this
     Section 10.10 the calculation of the  Consolidated  Funded  Indebtedness to
     Consolidated  EBITDA Ratio for the fiscal  quarters ending on September 30,
     1999 and  December 31, 1999 shall be made  without  giving  effect to up to
     $17,500,000  in the aggregate of the Borrowers'  Unusual Cash Expenses,  if
     applicable.

     5.  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.

     6.  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;

          (iv)  the  Borrowers  shall  have  paid  to  the   Administrative  and
     Collateral  Agent for  distribution  to (a) each Bank  that  approves  this
     Amendment  on or prior to 5:00 p.m.  (Pacific  Time) on  October 8, 1999 an
     amendment fee equal to .075% of such Bank's  Commitment Amount and (b) each
     Bank that composes the initial 51% of Banks consenting to this Amendment an
     additional fee equal to .075% of such Bank's Commitment Amount;

          (v) the Borrowers shall have paid all fees owed to the  Administrative
     and Collateral Agent in connection with this Amendment (including,  but not
     limited to, reasonable fees and expenses of counsel) to the  Administrative
     and Collateral Agent; and

          (vi) 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.

     7. 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.


     8. 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.

     9.  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  & Collateral  Agent) incurred by the
Administrative   &  Collateral   Agent  in  connection  with  the   preparation,
performance or enforcement of this Amendment.

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

     11.  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.

     12. 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.

     13.  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.

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