UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                   
                            Amendment No. 1
                                  on
                              Form 10-Q/A

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

                For the period ended September 30, 1997
                                   
                                  OR

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


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


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


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

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

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

                        Yes      X           No
                               ------              ------
                                   
There  were  51,517,255  shares  of  Common  Stock,  $.001  par  value,
outstanding at November 11, 1997.

<PAGE>

Item  6  of Part II of the Quarterly Report on Form 10-Q for the period
ended September 30, 1997 is amended in its entirety as follows:


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

Item 6.    Exhibits and Reports on Form 8-K

           (a) Exhibits:

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

               10.1*     Resignation and General Release Agreement
                         dated as of September 26, 1997, between Apria
                         Healthcare Group Inc. and Steven T. Plochocki.

               11.1      Statement of Computation of Earnings per
                         Share.  Incorporated by reference to Apria
                         Healthcare Group Inc.'s Form 10Q dated
                         September 30, 1997, as filed with the
                         Securities and Exchange Commission on November
                         14, 1997.

               27.1      Financial Data Schedule.  Incorporated by
                         reference to Apria Healthcare Group Inc.'s
                         Form 10Q dated September 30, 1997, as filed
                         with the Securities and Exchange Commission on
                         November 14, 1997.

           (b) Reports on Form 8-K:

               No reports on Form 8-K were filed during the quarter for
               which this report is filed.
                                   
                                   
-----------------
*  The attached document replaces an inaccurate copy of Exhibit 10.1
   filed on November 14, 1997.

                                   
<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



November 21, 1997             /s/ LAWRENCE H. SMALLEN
                              ---------------------------------
                              Lawrence H. Smallen
                              Chief Financial Officer,
                              Senior Vice President, Finance
                              and Treasurer
                              (Principal Financial Officer)