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, 2003

                                       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)


 26220 ENTERPRISE COURT, LAKE FOREST, CA                  92630
(Address of principal executive offices)                (Zip Code)

                  Registrant's telephone number: (949) 639-2000

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 55,042,799  shares of common stock,  $.001 par value,  outstanding at
May 9, 2003.
<PAGE>


                           APRIA HEALTHCARE GROUP INC.

                                    FORM 10-Q

                       FOR THE PERIOD ENDED MARCH 31, 2003






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

Item 1.    Financial Statements (unaudited)
             - Condensed Consolidated Balance Sheets
             - Condensed Consolidated Income Statements
             - Condensed Consolidated Statements of Cash Flows
             - Notes to Condensed 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 Risk

Item 4.    Controls and Procedures


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
----------


CERTIFICATIONS
--------------
Chief Executive Officer
Chief Financial Officer


EXHIBITS
--------
<PAGE>

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

ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED)
<TABLE>
                           APRIA HEALTHCARE GROUP INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>
                                                                                      MARCH 31,   DECEMBER 31,
(DOLLARS IN THOUSANDS)                                                                  2003         2002
--------------------------------------------------------------------------------------------------------------
                                      ASSETS

CURRENT ASSETS
<S>                                                                                  <C>          <C>
  Cash and cash equivalents ......................................................   $  19,646    $  26,383
  Accounts receivable, less allowance for doubtful accounts of $34,290
    and $32,206 at March 31, 2003 and December 31, 2002, respectively ............     197,259      185,298
  Inventories, net ...............................................................      30,417       27,067
  Deferred income taxes ..........................................................      34,315       37,205
  Prepaid expenses and other current assets ......................................      15,630       14,408
                                                                                     ---------    ---------
          TOTAL CURRENT ASSETS ...................................................     297,267      290,361

PATIENT SERVICE EQUIPMENT, less accumulated depreciation of $376,623
  and $368,420 at March 31, 2003 and December 31, 2002, respectively .............     197,117      186,210
PROPERTY, EQUIPMENT AND IMPROVEMENTS, NET ........................................      53,013       54,134
DEFERRED INCOME TAXES ............................................................       3,328        3,446
GOODWILL .........................................................................     266,713      248,863
INTANGIBLE ASSETS, NET ...........................................................       6,140        6,142
OTHER ASSETS .....................................................................       6,196        6,500
                                                                                     ---------    ---------
                                                                                     $ 829,774    $ 795,656
                                                                                     =========    =========

                            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable ...............................................................   $  61,997    $  65,514
  Accrued payroll and related taxes and benefits .................................      40,514       38,212
  Accrued insurance ..............................................................       8,450        8,021
  Income taxes payable ...........................................................      18,946       10,285
  Other accrued liabilities ......................................................      33,988       39,968
  Current portion of long-term debt ..............................................      28,147       21,713
                                                                                     ---------    ---------
          TOTAL CURRENT LIABILITIES ..............................................     192,042      183,713

LONG-TERM DEBT, net of current portion ...........................................     240,631      247,655

DEFERRED INCOME TAXES ............................................................      17,481       12,979

COMMITMENTS AND CONTINGENCIES (Note G)

STOCKHOLDERS' EQUITY
  Preferred stock, $.001 par value: 10,000,000 shares authorized;
    none issued ..................................................................           -            -
  Common stock, $.001 par value: 150,000,000 shares authorized;
    56,666,037 and 56,580,677 shares issued at March 31, 2003 and
    December 31, 2002, respectively; 54,932,181 and 54,897,521
    outstanding at March 31, 2003 and December 31, 2002, respectively ............          56           56
  Additional paid-in capital .....................................................     399,064      397,417
  Treasury stock, at cost:  1,733,856 and 1,683,156 shares at March 31, 2003
    and December 31, 2002, respectively ..........................................     (37,081)     (35,961)
  Retained earnings (accumulated deficit) ........................................      18,867       (8,959)
  Accumulated other comprehensive loss ...........................................      (1,286)      (1,244)
                                                                                     ---------    ---------
                                                                                       379,620      351,309
                                                                                     ---------    ---------

                                                                                     $ 829,774    $ 795,656
                                                                                     =========    =========


See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>


                           APRIA HEALTHCARE GROUP INC.

                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                                   (unaudited)

<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                                --------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                     2003        2002
------------------------------------------------------------------------------------
<S>                                                             <C>             <C>
Net revenues ..............................................     $335,069    $301,345
Costs and expenses:
   Cost of net revenues:
      Product and supply costs ............................       61,466      55,162
      Patient service equipment depreciation ..............       27,095      23,417
      Nursing services ....................................          215         271
      Other ...............................................        3,385       3,269
                                                                --------    --------
          TOTAL COST OF NET REVENUES ......................       92,161      82,119

   Provision for doubtful accounts ........................       12,801      11,511
   Selling, distribution and administrative ...............      180,972     166,108
   Amortization of intangible assets ......................          696         671
                                                                --------    --------
          TOTAL COSTS AND EXPENSES ........................      286,630     260,409
                                                                --------    --------

          OPERATING INCOME ................................       48,439      40,936
Interest expense, net .....................................        3,481       4,144
                                                                --------    --------
          INCOME BEFORE TAXES .............................       44,958      36,792
Income tax expense ........................................       17,132      13,797
                                                                --------    --------
          NET INCOME ......................................     $ 27,826    $ 22,995
                                                                ========    ========


Basic net income per common share .........................     $   0.51    $   0.42
                                                                ========    ========
Diluted net income per common share .......................     $   0.50    $   0.41
                                                                ========    ========


See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>

                           APRIA HEALTHCARE GROUP INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
                                                                                             THREE MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                            -------------------
(DOLLARS IN THOUSANDS)                                                                        2003        2002
---------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                                         <C>         <C>
  Net income ............................................................................   $ 27,826    $ 22,995
  Items included in net income not requiring cash:
     Provision for doubtful accounts ....................................................     12,801      11,511
     Depreciation and amortization ......................................................     32,948      28,111
     Amortization of deferred debt issuance costs .......................................        308         325
     Deferred income taxes and other ....................................................      7,900       9,080
  Changes in operating assets and liabilities, exclusive of effects of acquisitions:
     Accounts receivable ................................................................    (24,762)    (24,999)
     Inventories, net ...................................................................     (2,825)       (165)
     Prepaid expenses and other assets ..................................................     (1,220)         71
     Accounts payable, exclusive of outstanding checks ..................................       (166)     (5,315)
     Accrued payroll and related taxes and benefits .....................................      2,301       2,333
     Income taxes payable ...............................................................      8,661       4,696
     Accrued expenses ...................................................................     (5,242)     (7,384)
                                                                                            --------    --------
          NET CASH PROVIDED BY OPERATING ACTIVITIES .....................................     58,530      41,259

INVESTING ACTIVITIES
  Purchases of patient service equipment and property,
     equipment and improvements, exclusive of effects of acquisitions ...................    (38,521)    (27,083)
  Proceeds from disposition of assets ...................................................        201          94
  Cash paid for acquisitions, including payments of deferred consideration ..............    (23,107)     (3,320)
                                                                                            --------    --------
          NET CASH USED IN INVESTING ACTIVITIES .........................................    (61,427)    (30,309)

FINANCING ACTIVITIES
  Proceeds from revolving credit facilities .............................................     14,100      89,200
  Payments on revolving credit facilities ...............................................    (14,100)    (78,100)
  Payments on term loans ................................................................          -        (438)
  Payments on other long-term debt ......................................................       (590)       (660)
  Outstanding checks included in accounts payable .......................................     (3,350)     (3,512)
  Repurchases of common stock ...........................................................     (1,120)    (21,670)
  Issuances of common stock .............................................................      1,220       2,260
                                                                                            --------    --------
          NET CASH USED IN FINANCING ACTIVITIES .........................................     (3,840)    (12,920)
                                                                                            --------    --------

NET DECREASE IN CASH AND CASH EQUIVALENTS ...............................................     (6,737)     (1,970)
Cash and cash equivalents at beginning of period ........................................     26,383       9,359
                                                                                            --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ..............................................   $ 19,646    $  7,389
                                                                                            ========    ========


See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>


                           APRIA HEALTHCARE GROUP INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - CERTAIN SIGNIFICANT ACCOUNTING POLICIES

Basis  of  Presentation:   The  accompanying  unaudited  condensed  consolidated
financial  statements  include  the  accounts  of Apria  Healthcare  Group  Inc.
("Apria" or "the company") and its subsidiaries.  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 unaudited 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, 2002, included in the company's 2002 Form 10-K.

Certain  amounts  from prior  periods have been  reclassified  to conform to the
current period presentation.

Use  of  Accounting  Estimates:  The  preparation  of  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America requires management to make assumptions that affect the amounts reported
in the financial  statements and accompanying notes. Actual results could differ
from those estimates.

Revenue   Recognition  and  Concentration  of  Credit  Risk:  Net  revenues  are
recognized  on the date  services and related  products are provided to patients
and  are  recorded  at  amounts  expected  to be  received  under  reimbursement
arrangements with third-party payors, including private insurers, prepaid health
plans,  Medicare and Medicaid.  Approximately 34% of the company's  revenues are
reimbursed under  arrangements with Medicare and Medicaid.  No other third-party
payor group  represents 10% or more of the company's  revenues.  The majority of
the  company's  revenues  are derived  from fees  charged for patient care under
fee-for-service  arrangements.  Revenues  derived from  capitation  arrangements
represent less than 10% of total net revenues.

Due to the nature of the industry  and the  reimbursement  environment  in which
Apria  operates,  certain  estimates  are  required to record net  revenues  and
accounts receivable at their net realizable values.  Inherent in these estimates
is the  risk  that  they  will  have to be  revised  or  updated  as  additional
information becomes available.  Specifically, the complexity of many third-party
billing  arrangements and the uncertainty of  reimbursement  amounts for certain
services from certain  payors may result in  adjustments  to amounts  originally
recorded. Such adjustments are typically identified and recorded at the point of
cash application, claim denial or account review.

Management  performs periodic analyses to evaluate accounts  receivable balances
to  ensure  that  recorded  amounts  reflect  estimated  net  realizable  value.
Specifically,   management  considers  historical   realization  data,  accounts
receivable  aging  trends,   other  operating   trends  and  relevant   business
conditions.  Management  also performs  focused  reviews of certain large and/or
problematic  payors.  Due to continuing  changes in the healthcare  industry and
with third-party  reimbursement,  it is possible that management's estimates may
change in the near  term,  which  could  have an impact on  operations  and cash
flows.

Accounts  receivable  are reduced by an allowance  for doubtful  accounts  which
provides for those  accounts  from which payment is not expected to be received,
although services were provided and revenue was earned.

Recent  Accounting  Pronouncements:  Effective  January 1, 2003,  Apria  adopted
Statement of Financial  Accounting  Standards  ("SFAS") No. 145,  "Rescission of
FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB  Statement  No. 13, and
Technical  Corrections." SFAS No. 145 updates and clarifies existing  accounting
pronouncements  related to gains and losses from the  extinguishment of debt and
requires that certain lease modifications be accounted for in the same manner as
sale-leaseback transactions.  Adoption of this statement did not have a material
effect on Apria's consolidated financial statements.

Effective  January 1, 2003,  Apria adopted SFAS No. 146,  "Accounting  for Costs
Associated  With Exit or Disposal  Activities."  This  statement  addresses  the
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and requires that a liability for such costs be recognized  when the
liability is incurred  rather than at the date of an entity's  commitment  to an
exit plan. SFAS No. 146 also  establishes  that the liability should be measured
and recorded at fair value.  Adoption of this  statement did not have a material
effect on the company's consolidated financial statements.

In December  2002,  SFAS No. 148,  "Accounting  for  Stock-Based  Compensation -
Transition and Disclosure - an amendment of FASB Statement No. 123," was issued.
This statement amends SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
to provide alternative methods of transition and guidance for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  SFAS No. 148 also amends the disclosure  requirements of SFAS No.
123 to  require  prominent  disclosures  in both  annual and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results.  The company has complied
with  the  expanded   financial   statement   disclosure   requirements  in  its
consolidated financial statements.

In November 2002, the Financial  Accounting Standards Board ("FASB") issued FASB
Interpretation   ("FIN")  No.  45,   "Guarantor's   Accounting   and  Disclosure
Requirements for Guarantees,  Including Indirect  Guarantees and Indebtedness of
Others," an  interpretation of SFAS Nos. 5, 57 and 107 and rescission of FIN No.
34,  "Disclosure of Indirect  Guarantees of  Indebtedness of Others." FIN No. 45
elaborates on the disclosure  requirements for the annual and interim  financial
statements  of the  guarantor.  It also  requires  that a guarantor  recognize a
liability at the inception of the guarantee for the fair value of the obligation
undertaken.  Apria adopted the recognition and measurement provisions of FIN No.
45 beginning  January 1, 2003, while the disclosure  provisions became effective
at December 31, 2002.  Adoption of this  interpretation  did not have a material
effect on Apria's consolidated financial statements as the company did not issue
any guarantees during the three month period ended March 31, 2003.

In January 2003, FIN No. 46,  "Consolidation of Variable Interest  Entities," an
interpretation of Accounting  Research  Bulletin No. 51, was issued.  FIN No. 46
requires that a company  consolidate  variable interest entities if that company
is subject to a majority of the risk of loss from the entity's activities or the
company receives a majority of the entity's  residual  returns.  FIN No. 46 also
requires certain disclosures about variable interest entities in which a company
has a significant  interest,  regardless of whether  consolidation  is required.
Apria adopted the  consolidation  provisions of FIN No. 46 beginning  January 1,
2003, while certain disclosure  requirements  became effective for all financial
statements  issued  after  January 31,  2003,  regardless  of when the  variable
interest  entities  were  established.  The  company  currently  has no variable
interest entities, therefore the adoption of this interpretation is not expected
to have a material effect on the company's consolidated financial statements.

Stock-based Compensation:  The company accounts for its stock-based compensation
plans under the recognition and measurement  principles of Accounting Principles
Board Opinion No. 25,  "Accounting  for Stock Issued to Employees,"  and related
interpretations.  Apria has adopted the  disclosure  provisions of SFAS No. 123,
"Accounting  for  Stock-Based   Compensation,"  as  amended  by  SFAS  No.  148,
"Accounting  for  Stock-Based  Compensation  -  Transition  and  Disclosure - an
amendment of FASB  Statement  No.  123." No  stock-based  employee  compensation
expense  is  recognized  in net  income for any of the  periods  presented.  Had
compensation  expense for the  company's  stock-based  compensation  awards been
recognized  based on the fair  value  recognition  provisions  of SFAS No.  123,
Apria's  net income and per share  amounts  would have been  adjusted to the pro
forma amounts indicated below.

                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                            --------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)                         2003        2002
--------------------------------------------------------------------------------

Net income as reported...................................   $ 27,826    $ 22,995
  Deduct: total stock-based compensation expense
    determined for all awards under fair value-based
    method, net of related tax effects...................      2,022       2,306
                                                            --------    --------
Pro forma net income.....................................   $ 25,804    $ 20,689
                                                            ========    ========

Basic net income per share:
 As reported.............................................   $   0.51    $   0.42
 Pro forma...............................................   $   0.47    $   0.38

Diluted net income per share:
 As reported.............................................   $   0.50    $   0.41
 Pro forma...............................................   $   0.47    $   0.37

For purposes of the pro forma disclosure, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following  weighted-average  assumptions  used for grants in the three-month
period  ended March 31, 2003 and 2002:  risk-free  interest  rates  ranging from
2.36% to 2.81% and 4.27% to 4.71%,  respectively;  dividend yield of 0% for both
periods;  expected  lives  ranging  from  4.02 to 4.42  years  and  4.13  years,
respectively; and volatility of 59% for both periods.


NOTE B - BUSINESS COMBINATIONS

Apria periodically  makes  acquisitions of complementary  businesses in specific
geographic  markets.  The results of  operations  of the acquired  companies are
included in the accompanying  consolidated  income  statements from the dates of
acquisition.  During the three-month  period ended March 31, 2003, cash paid for
acquisitions was  $23,107,000,  which included  deferred  payments of $3,504,000
that were related to prior year  acquisitions.  At March 31,  2003,  outstanding
deferred  consideration  totaled $6,011,000 and is included on the balance sheet
in other accrued liabilities.

During the three months ended March 31, 2003,  Apria  acquired  seven  companies
comprised entirely of home respiratory  therapy  businesses.  Pending receipt of
valuation  information,  amounts  preliminarily  allocated  to  goodwill,  other
intangible assets and patient service  equipment were $18,332,000,  $695,000 and
$3,450,000, respectively. This allocation is inclusive of amounts not yet paid.

The following supplemental unaudited pro forma information presents the combined
operating results of Apria and the businesses that were acquired by Apria during
the three-month period ended March 31, 2003, as if the acquisitions had occurred
at the beginning of the periods presented. The pro forma information is based on
the  historical  financial  statements  of  Apria  and  those  of  the  acquired
businesses.  Amounts are not necessarily indicative of the results that may have
been  obtained  had the  combinations  been in  effect at the  beginning  of the
periods presented or that may be achieved in the future.

                                                           THREE MONTHS ENDED
                                                             ENDED MARCH 31,
                                                          --------------------
    (IN THOUSANDS)                                          2003        2002
    ----------------------------------------------------------------------------

    Net revenues......................................    $336,859    $306,206
    Net income........................................    $ 27,793    $ 22,511

    Basic net income per common share.................    $   0.51    $   0.41
    Diluted net income per common share...............    $   0.50    $   0.40


NOTE C - GOODWILL AND INTANGIBLE ASSETS

Apria accounts for intangible assets and goodwill under the initial  recognition
provisions of SFAS No. 141, "Business Combinations" and the financial accounting
and  reporting  provisions  of SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets."  Goodwill  and other  intangible  assets with  indefinite  lives are no
longer amortized,  but are tested for impairment annually, or more frequently if
circumstances  indicate  that  the  possibility  of  impairment  exists.  If the
carrying  value of goodwill or an intangible  asset  exceeds its fair value,  an
impairment loss is recognized.

For the quarter ended March 31, 2003,  the net change in the carrying  amount of
goodwill  of  $17,850,000  is the result of  business  combinations.  All of the
goodwill recorded in conjunction with business combinations completed during the
periods presented is expected to be deductible for tax purposes.
<PAGE>
Intangible  assets,  all of which are  subject to  amortization,  consist of the
following:
<TABLE>
<CAPTION>

(DOLLARS IN THOUSANDS)                                      MARCH 31, 2003                            DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------------------------------------
                                  AVERAGE           GROSS                                      GROSS
                                  LIFE IN          CARRYING    ACCUMULATED   NET BOOK         CARRYING    ACCUMULATED   NET BOOK
                                   YEARS            AMOUNT    AMORTIZATION    VALUE            AMOUNT    AMORTIZATION    VALUE
                                   -----            ------    ------------    -----            ------    ------------    -----
<S>                                 <C>            <C>          <C>          <C>              <C>          <C>           <C>
   Covenants not to compete....     4.7            $ 10,329     $(5,072)     $5,257           $  9,664     $(4,571)      $5,093
   Tradename...................     2.0               1,324        (441)        883              1,324        (275)       1,049
                                   ----            --------     -------      ------           --------     -------       ------
                                    4.0            $ 11,653     $(5,513)     $6,140           $ 10,988     $(4,846)      $6,142
                                   ====            ========     =======      ======           ========     =======       ======

</TABLE>

Amortization  expense  amounts to $696,000  for the three months ended March 31,
2003.  Estimated  amortization  expense  for  each of the  fiscal  years  ending
December 31, is presented below:
                                                            FOR THE YEAR ENDING
    (DOLLARS IN THOUSANDS)                                      DECEMBER 31,
    ---------------------------------------------------------------------------
    2003...............................................          $ 2,698
    2004...............................................            2,047
    2005...............................................              980
    2006...............................................              721
    2007...............................................              368
    2008...............................................               22


NOTE D - LONG-TERM DEBT

At March 31, 2003, there were no borrowings under the revolving credit facility,
outstanding  letters of credit totaled  $5,155,000,  credit  available under the
revolving facility was $94,845,000,  and Apria was in compliance with all of the
financial covenants required by the credit agreement.

Apria  utilizes  interest  rate swap  agreements  to  moderate  its  exposure to
interest rate fluctuations on its underlying variable rate long-term debt. Apria
does not use derivative  financial  instruments for trading or other speculative
purposes.  Until their March 31, 2003  expiration,  Apria had two interest  rate
swap agreements with a total notional amount of $100,000,000 and a fixed-rate of
2.58% (before  applicable  margin).  In December  2002,  Apria entered into four
interest rate swap agreements with a total notional amount of $100,000,000  that
fix an  equivalent  amount of its variable rate debt at rates ranging from 2.43%
to 3.42% (before the applicable  margin).  The terms of the new swap  agreements
range from two to four years.  The swap  agreements  are being  accounted for as
cash flow hedges under SFAS No. 133, "Accounting for Derivative  Instruments and
Hedging Activities."  Accordingly,  the difference between the interest received
and interest  paid is reflected as an adjustment  to interest  expense.  For the
three-month  periods  ended March 31, 2003 and 2002,  Apria paid net  settlement
amounts of $653,000 and $153,000, respectively. At March 31, 2003, the aggregate
fair value of the swap  agreements  was a deficit of $2,091,000 and is reflected
in the accompanying balance sheet in other accrued liabilities. Unrealized gains
and losses on the fair value of the swap agreements are reflected, net of taxes,
in other  comprehensive  loss (See  Note E -  "Stockholders'  Equity").  Apria's
exposure to credit  loss under the swap  agreements  is limited to the  interest
rate spread in the event of counterparty non-performance.


NOTE E - STOCKHOLDERS' EQUITY

For the three months ended March 31, 2003,  changes to stockholders'  equity are
comprised of the following amounts:

    (DOLLARS IN THOUSANDS)
    ---------------------------------------------------------------------------
    Net income................................................        $ 27,826
    Proceeds from the exercise of stock options...............           1,220
    Tax benefit related to the exercise of stock options......             428
    Other comprehensive loss, net of taxes....................             (42)
    Repurchased common shares held in treasury................          (1,120)
                                                                      --------
                                                                      $ 28,312

For the three months ended March 31, 2003 and 2002, net income and comprehensive
income  differed by  unrealized  gains and losses  related to interest rate swap
agreements. In the first quarter of 2003, unrealized losses amounted to $42,000,
and for the same period of 2002, unrealized gains were $229,000.

Pursuant to its credit  agreement,  Apria can repurchase up to $35,000,000 worth
of its outstanding  common stock during this calendar year. In March 2003, Apria
announced that its Board of Directors had authorized the repurchase  program for
fiscal year 2003. The company  repurchased  50,700 shares for $1,120,000  during
the quarter ended March 31, 2003.


NOTE F - INCOME TAXES

Income  taxes  for the three  months  ended  March  31,  2003 and 2002 have been
provided at the effective tax rates expected to be applicable for the respective
year.  The annual  rate for 2002 was  reduced by a benefit of  $11,073,000  that
resulted  from  prior  year tax  examinations  that were  settled  in the fourth
quarter.

At December 31, 2002,  Apria had federal net  operating  loss  carryforwards  of
$15,348,000,  of which  $10,000,000  are limited to $5,000,000 of usage per year
under  Internal  Revenue Code Section 382 and are expected to be fully  utilized
during 2003 and 2004.  The  remaining  $5,348,000  is a  carryforward  of unused
unlimited  losses  expected  to be  utilized  during  2003.  The  company has an
alternative  minimum tax credit  carryforward of $9,614,000 which is expected to
be utilized  during  2003.  Additionally,  the  company  has  various  state net
operating loss carryforwards that began to expire in 1997.


NOTE G - COMMITMENTS AND CONTINGENCIES

As  previously  reported,  since  mid-1998  Apria  has  been the  subject  of an
investigation  conducted  by the U.S.  Attorney's  office in Los Angeles and the
U.S.  Department of Health and Human Services.  The  investigation  concerns the
documentation supporting Apria's billing for services provided to patients whose
healthcare  costs are paid by  Medicare  and other  federal  programs.  Apria is
cooperating with the government and has responded to various  document  requests
and subpoenas.

Apria has been  informed that the  investigation  is the result of civil qui tam
litigation  filed on behalf of the government  against Apria.  The complaints in
the  litigation  are under seal,  however,  and the  government has not informed
Apria of either the identities of the plaintiffs,  the court or courts where the
proceedings  are  pending,  the date or dates  instituted  or the factual  bases
alleged to underlie the proceedings. To date, the U.S. Attorney's office has not
informed Apria of any decision to intervene in the qui tam actions;  however, it
could reach a decision with respect to intervention at any time.

Government representatives and counsel for the plaintiffs in the qui tam actions
asserted in July 2001 that, by a process of  extrapolation  from a sample of 300
patient files to all of Apria's  billings to the federal  government  during the
three-and-one-half  year sample period,  Apria could be liable to the government
under the False Claims Act for more than $9 billion,  consisting of extrapolated
overpayment  liability,  treble  damages and penalties of up to $10,000 for each
allegedly false claim derived from the extrapolation.

Apria has  acknowledged  that there may be errors and  omissions  in  supporting
documentation  affecting a portion of its  billings.  However,  it considers the
assertions  and amounts  described in the preceding  paragraph to be unsupported
both legally and factually  and believes that most of the alleged  documentation
errors and  omissions  should not give rise to any  liability,  for  overpayment
refunds or otherwise.  Accordingly,  Apria believes that the claims asserted are
unwarranted  and  that  it is  in a  position  to  assert  numerous  meritorious
defenses.

Apria has been  exchanging  information and having  discussions  with government
representatives  in an attempt to explore whether it will be possible to resolve
this  matter on a basis  that would be  considered  fair and  reasonable  by all
parties.  Apria  cannot  provide  any  assurances  as to the  outcome  of  these
discussions,  however,  or as to the  outcome of the qui tam  litigation  in the
absence of a settlement.  Management  cannot estimate the possible loss or range
of loss that may result from these  proceedings  and  therefore has not recorded
any related accruals.

If a judge,  jury or  administrative  agency were to determine that false claims
were  submitted to federal  healthcare  programs or that there were  significant
overpayments by the government, Apria could face civil and administrative claims
for refunds,  sanctions and penalties for amounts that would be highly  material
to its business,  results of operations and financial  condition,  including the
exclusion of Apria from participation in federal healthcare programs.

Apria is also engaged in the defense of certain claims and lawsuits  arising out
of the ordinary  course and conduct of its  business,  the outcomes of which are
not  determinable  at this time.  Apria 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 Apria upon the resolution of
these claims and lawsuits will not, in the  aggregate,  have a material  adverse
effect on Apria's results of operations or financial condition.


NOTE H - PER SHARE AMOUNTS

The following  table sets forth the  computation  of basic and diluted per share
amounts:
<TABLE>
<CAPTION>
                                                                                            THREE MONTHS ENDED
                                                                                                 MARCH 31,
                                                                                            ------------------
(in thousands, except per share data)                                                         2003       2002
--------------------------------------------------------------------------------------------------------------

NUMERATOR:
<S>                                                                                         <C>        <C>
  Net income ............................................................................   $27,826    $22,995
  Numerator for basic and diluted per share amounts - income
    available to common stockholders ....................................................   $27,826    $22,995


DENOMINATOR:
  Denominator for basic per share amounts - weighted average shares .....................    54,932     54,292

  Effect of dilutive securities:
     Employee stock options - dilutive potential common shares ..........................       460      1,326
                                                                                            -------    -------
  Denominator for diluted per share amounts - adjusted weighted average shares ..........    55,392     55,618
                                                                                            =======    =======

Basic net income per common share .......................................................   $  0.51    $  0.42
                                                                                            =======    =======
Diluted net income per common share .....................................................   $  0.50    $  0.41
                                                                                            =======    =======

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

  Shares for which exercise price exceeds average market price of common stock ..........     2,593     2,641

  Average exercise price per share that exceeds average market price of common stock ....   $ 25.15   $ 25.51
</TABLE>
<PAGE>
================================================================================
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES  LITIGATION  REFORM  ACT OF 1995:  Apria's  business  is subject to a
number of risks which are partly or entirely 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,  2002,  as filed  with the  Securities  and  Exchange
Commission  on March 31,  2003.  This  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.  Those risks
include:

     -  trends  and  developments   affecting  the  collectibility  of  accounts
        receivable;
     -  the effectiveness of the company's operating systems and controls;
     -  healthcare  reform  and the  effect  of  federal  and  state  healthcare
        regulations;
     -  government  legislative  and  budget  developments  which  could  affect
        reimbursement levels for products and services provided by Apria;
     -  the  ongoing  government  investigation  regarding  patients  covered by
        Medicare and other federal programs;
     -  pricing pressures from large payors; and
     -  the successful  implementation of the company's acquisition strategy and
        integration of acquired businesses.

In addition,  the  terrorist  attacks of September 11, 2001 and the military and
security  activities  which  followed,  including the conflict in Iraq, have and
could  continue to have  significant  impacts on the United  States  economy and
government  spending  priorities.  The effects of any further such developments,
including but not limited to a prolonged  occupation in Iraq,  pose  significant
risks and  uncertainties  to  Apria's  business.  Among  other  things,  deficit
spending by the government as the result of adverse  developments in the economy
and costs of the government's  response to the terrorist  attacks and efforts in
Iraq,  Syria,  North Korea and  elsewhere  could lead to  increased  pressure to
reduce government expenditures for other purposes,  including  government-funded
programs such as Medicare and Medicaid.
================================================================================

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

     Apria operates in the home  healthcare  segment of the healthcare  industry
and provides services in the home respiratory therapy, home infusion therapy and
home medical equipment areas. In all three lines, Apria provides patients with a
variety of clinical  services and related  products and supplies,  most of which
are  prescribed  by a physician  as part of a care plan.  Apria  provides  these
services  to  patients  in  the  home   throughout  the  United  States  through
approximately 410 branch locations.

     CRITICAL ACCOUNTING  POLICIES.  Apria's management considers the accounting
policies  that  govern  revenue  recognition  and the  determination  of the net
realizable  value of accounts  receivable to be the most critical in relation to
the  company's  consolidated   financial  statements.   These  policies  require
management's most complex and subjective  judgments.  Other accounting  policies
requiring  significant  judgment are those  related to goodwill  and  long-lived
assets.  These  policies  are  presented  in detail in Apria's  2002 Form 10-K -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

     SEGMENT  REPORTING.  Apria's branch locations are organized into geographic
regions. Each region consists of a number of branches and a regional office that
provides key support  services,  such as billing,  purchasing,  patient  service
equipment  maintenance,  repair and warehousing.  Management evaluates operating
results on a geographic  basis,  and therefore views each region as an operating
segment.  All  regions  provide  the  same  products  and  services,   including
respiratory  therapy,  infusion therapy and home medical equipment and supplies.
For  financial  reporting  purposes,  all the company's  operating  segments are
aggregated  into one  reportable  segment  in  accordance  with the  aggregation
criteria of  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 131,
"Disclosures about Segments of an Enterprise and Related Information."

     RECENT ACCOUNTING  PRONOUNCEMENTS.  In April 2002, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statement Nos.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 updates and clarifies existing accounting pronouncements related to
gains and losses from the extinguishment of debt and requires that certain lease
modifications   be   accounted   for  in  the  same  manner  as   sale-leaseback
transactions.  Apria  adopted  the  provisions  of SFAS No. 145 January 1, 2003.
Adoption  of this  statement  did not have a  material  effect on the  company's
consolidated financial statements.

     In July 2002, SFAS No. 146,  "Accounting for Costs  Associated With Exit or
Disposal  Activities,"  was  issued.  This  statement  addresses  the  financial
accounting and reporting for costs  associated with exit or disposal  activities
and requires that a liability for such costs be recognized when the liability is
incurred rather than at the date of an entity's commitment to an exit plan. SFAS
No. 146 also  establishes  that the liability should be measured and recorded at
fair value.  Adoption of the provisions of SFAS No. 146 is required for exit and
disposal activities that are initiated after December 31, 2002.

     In December 2002, SFAS No. 148, "Accounting for Stock-Based  Compensation -
Transition and Disclosure - an amendment of FASB Statement No. 123," was issued.
This statement amends SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
to provide alternative methods of transition and guidance for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  SFAS No. 148 also amends the disclosure  requirements of SFAS No.
123 to  require  prominent  disclosures  in both  annual and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results.  The company has complied
with  the  expanded   financial   statement   disclosure   requirements  in  its
consolidated financial statements.

     In  November  2002,  the FASB issued  FASB  Interpretation  ("FIN") No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees and Indebtedness of Others," an interpretation of SFAS Nos.
5, 57 and 107 and rescission of FIN No. 34,  "Disclosure of Indirect  Guarantees
of Indebtedness of Others." FIN No. 45 elaborates on the disclosure requirements
for the  interim  and annual  financial  statements  of the  guarantor.  It also
requires  that  a  guarantor  recognize  a  liability  at the  inception  of the
guarantee  for the  fair  value of the  obligation  undertaken.  The  disclosure
provisions   became  effective  at  December  31,  2002  while  the  recognition
provisions  of FIN No. 45 became  effective  January 1, 2003.  Adoption  of this
interpretation did not have a material effect on Apria's consolidated  financial
statements  as the company did not issue any  guarantees  during the three month
period ended March 31, 2003.

     In January 2003, FIN No. 46, "Consolidation of Variable Interest Entities,"
an interpretation of Accounting Research Bulletin No. 51, was issued. FIN No. 46
requires that a company  consolidate  variable interest entities if that company
is subject to a majority of the risk of loss from the entity's activities or the
company receives a majority of the entity's  residual  returns.  FIN No. 46 also
requires certain disclosures about variable interest entities in which a company
has a significant  interest,  regardless of whether  consolidation  is required.
Adoption  of the  provisions  of FIN No. 46 was  required  January 1, 2003.  The
company currently has no variable interest  entities,  therefore the adoption of
this  interpretation  is not expected to have a material effect on the company's
consolidated financial statements.
<PAGE>
RESULTS OF OPERATIONS

     NET  REVENUES.  Net revenues  were $335.1  million in the first  quarter of
2003,  compared to $301.3  million for the  corresponding  period in 2002.  This
represents an increase of 11.2%. The growth is due to volume increases including
new  contracts  with  regional  and  national  payors  and  the  acquisition  of
complementary businesses.

     Apria's acquisition  strategy generally results in the rapid integration of
acquired businesses into existing operating locations.  This limits management's
ability  to  separately  track the amount of revenue  generated  by an  acquired
business.  Estimating  the  revenue  contribution  from  acquisitions  therefore
requires  certain  assumptions.   Based  on  its  analysis,  Apria's  management
estimates that approximately one third to one half of the revenue growth between
the quarters presented was derived from acquisitions.

     The following table sets forth a summary of net revenues by service line:

                                                THREE MONTHS ENDED MARCH 31,
                                          --------------------------------------
                                                2003                   2002
                                          ----------------      ----------------
(DOLLARS IN THOUSANDS)                        $        %            $        %
--------------------------------------------------------------------------------

   Respiratory therapy...............     $224,214   66.9%      $203,232   67.4%
   Infusion therapy..................       58,803   17.6%        53,783   17.9%
   Home medical equipment/other......       52,052   15.5%        44,330   14.7%
                                          --------  ------      --------  ------
        Total net revenues                $335,069  100.0%      $301,345  100.0%
                                          ========  ======      ========  ======


     Respiratory  Therapy.  Respiratory  therapy revenues are derived  primarily
from the provision of oxygen systems,  home ventilators,  sleep apnea equipment,
nebulizers,  respiratory  medications  and  related  services.  The  respiratory
therapy  service  line  increased  by 10.3% in the  first  quarter  of 2003,  as
compared  to the first  quarter of 2002.  This  growth was  primarily  driven by
volume  increases  as well as Apria's  focus on  acquiring  respiratory  therapy
businesses.  As a percentage  of total net  revenues,  the  respiratory  therapy
service  line  declined   slightly  due  to  the  growth  in  the  home  medical
equipment/other line.

     Infusion   Therapy.   The  infusion   therapy  service  line  involves  the
administration  of a drug or  nutrient  directly  into  the  body  intravenously
through  a  needle  or  catheter.   Examples   include   parenteral   nutrition,
antibiotics,  pain management,  chemotherapy  and other  medications and related
services.  Infusion  therapy  also  includes  enteral  nutrition,  which  is the
administration of nutrients directly into the  gastrointestinal  tract through a
feeding tube.  Infusion therapy revenues  increased by 9.3% in the first quarter
of 2003,  when compared to the  corresponding  periods in 2002.  This growth was
primarily in the enteral nutrition and antibiotic  therapies.  The infusion line
continues to benefit from the increased sales focus placed on enteral  nutrition
in conjunction  with the  centralization,  at the regional level, of the related
intake and distribution functions. This centralization commenced in mid-2001 and
was completed early in the second quarter of 2003.

     Home Medical  Equipment/Other.  Home medical  equipment/other  revenues are
derived from the provision of patient safety items,  ambulatory and patient room
equipment. Home medical equipment/other revenues increased by 17.4% in the first
quarter  of 2003  versus  the same  period in 2002.  Much of the  growth in this
revenue line is from volume  increases in core product areas such as wheelchairs
and  hospital  beds  and  due  to  a  geographic   expansion  of  the  company's
rehabilitation business.

     Revenue Recognition and Certain Concentrations.  Revenues are recognized on
the date services and related products are provided to patients and are recorded
at amounts  estimated  to be  received  under  reimbursement  arrangements  with
third-party payors,  including private insurers,  prepaid health plans, Medicare
and  Medicaid.  Due  to  the  nature  of  the  industry  and  the  reimbursement
environment in which Apria  operates,  certain  estimates are required to record
net revenues and accounts receivable at their net realizable values. Inherent in
these  estimates  is the risk that they will have to be  revised  or  updated as
additional  information  becomes  available,  which  could have an impact on the
consolidated financial statements.

     Approximately  34% of Apria's  revenues are reimbursed  under  arrangements
with Medicare and Medicaid. No other third-party payor represents 10% or more of
the company's revenues.  The majority of the company's revenues are derived from
fees  charged  for patient  care under  fee-for-service  arrangements.  Revenues
derived  from  capitation  arrangements  represent  less  than 10% of total  net
revenues for all periods presented.

     Medicare  and  Medicaid  Reimbursement.  The  Balanced  Budget  Act of 1997
contained several  provisions that have affected Apria's Medicare  reimbursement
levels.  Subsequent legislation - the Medicare Balanced Budget Refinement Act of
1999 and the Medicare Medicaid and SCHIP Benefits Improvement and Protection Act
of 2000 - mitigated  some of the effects of the original  legislation.  However,
there are some pending issues that may further impact Medicare  reimbursement to
Apria in the future.

     The  Balanced  Budget  Act of 1997  granted  streamlined  authority  to the
Secretary  of the U.S.  Department  of Health  and  Human  Services  ("HHS")  to
increase  or reduce the  reimbursement  for home  medical  equipment,  including
oxygen, by up to 15% each year under an inherent  reasonableness  authority.  In
December 2002, the Centers for Medicare and Medicaid  Services ("CMS") issued an
interim final rule that  establishes a process by which such  adjustments may be
made. The rule applies to all Medicare Part B services except those paid under a
physician fee schedule or a prospective payment system.

     Further,  the Balanced  Budget Act of 1997  mandated that CMS conduct up to
five competitive bidding market demonstrations for Medicare Part B-covered items
and services.  CMS conducted  demonstration projects in Polk County, Florida and
San Antonio,  Texas.  These  demonstration  projects  have been  completed.  The
demonstrations  could  provide CMS and  Congress  with a model for  implementing
competitive  pricing in all Medicare  programs.  Initial reports from government
agencies  allege cost savings that vary by product line,  but the reports do not
include costs incurred by the  government to administer  the program.  If such a
competitive   bidding  system  were  implemented,   it  could  result  in  lower
reimbursement  rates, exclude certain items and services from coverage or impose
limits on  increases  in  reimbursement  rates.  Although  not  included  in the
President's   budget,   the  administration  may  seek  authority  to  implement
nationwide  competitive  bidding for all  Medicare  Part B products and services
other than  physicians'  services.  There are  members of  Congress  who support
legislation to create a national  competitive bidding system for durable medical
equipment.  The homecare  industry is currently working with members of Congress
and the administration to ensure that the negative impact of competitive bidding
on patient  choice,  small  businesses,  the economy and other aspects are fully
understood. The industry is also working with the same groups to ensure that the
total costs for the government to establish an infrastructure to administer such
a complicated program as has been proposed are studied and quantified in detail.
It is not clear under what timeframe the government  will conduct such analyses,
or whether such initiatives will move ahead.

     During 2000,  the Secretary of HHS wrote to the durable  medical  equipment
regional  carriers  and  recommended,  but did not  mandate,  that  Medicare and
Medicaid claims processors base their payments for covered  outpatient drugs and
biologicals  on pricing  schedules  other than the normally  calculated  Average
Wholesale  Prices,  which  historically  has been the industry's  basis for drug
reimbursement.  The suggested  alternative pricing methodology was offered in an
effort  to  reduce  reimbursement  levels  for  certain  drugs  to more  closely
approximate  a provider's  acquisition  cost,  but it would not have covered the
costs that homecare pharmacies incur to prepare, deliver or administer the drugs
to patients.  Clinical  services,  billing,  collection and other overhead costs
also would not have been  considered.  Under  current  government  reimbursement
schedules, these costs are not clearly defined but are implicitly covered within
the  reimbursement  for the drug. The  healthcare  industry has taken issue with
HHS's approach for several reasons,  primarily  because it fails to consider the
accompanying costs of delivering and administering these types of drug therapies
to  patients  in their  homes.  Further,  if  providers  choose  to  discontinue
providing  these  drugs  due to  inadequate  reimbursement,  patient  access  to
homecare  may  be  jeopardized.   The  Medicare,  Medicaid  and  SCHIP  Benefits
Improvement  and  Protection Act of 2000 provided for a moratorium on decreasing
the  payment  rates in effect as of January 1, 2001,  for drugs and  biologicals
under the current Medicare payment  methodology.  This legislation also required
the General Accounting Office to conduct a thorough study, by September 2001, of
the  adequacy  of  current  payments.  The  General  Accounting  Office was also
directed to recommend  revised payment  methodologies and report to Congress and
the Secretary of HHS. The study was completed but the authors  acknowledged that
1) the limited scope and deadline  associated with the study did not allow for a
thorough  analysis of the  homecare  pharmacy  aspects of covered  services,  2)
legitimate  service  components  and related  costs do exist,  and 3)  different
methods  of  determining  drug  delivery  and  administration  payments  may  be
necessary for different types of drugs. Currently, the timing and impact of such
pricing  methodology  revisions are not known.  There is interest in Congress in
legislation that would replace Average Wholesale Price as the basis for Medicare
drug  reimbursement,  but to date there has been no agreement within Congress as
to what the alternative should be.

     Some states have already adopted, or are contemplating  adopting, some form
of the proposed alternate pricing  methodology for certain drugs and biologicals
under the Medicaid  program.  In at least 20 states,  these changes have reduced
the level of reimbursement  received by Apria without a corresponding  offset or
increase to  compensate  for the  service  costs  incurred.  In several of those
states,  Apria has elected to stop accepting new Medicaid patient  referrals for
the affected  drugs.  The company is continuing to provide  services to patients
already  on  service,   and  for  those  who  receive   other   Medicaid-covered
respiratory,  home  medical  equipment  or infusion  therapies.  Proportionally,
Medicaid  represents  a very small  percentage  of  Apria's  home  infusion  and
home-delivered respiratory medication revenues.

     GROSS  PROFIT.  Gross margins were 72.5% and 72.7% for the first quarter of
2003 and the first quarter of 2002,  respectively.  The respiratory  medications
margin has  deteriorated  somewhat due to an increased demand for more expensive
brand  name  inhalation   medications   without  a  corresponding   increase  in
reimbursement  and due to  reimbursement  reductions  for certain  drugs in some
states'  Medicaid  programs.  Also  affecting the gross margin is an increase in
depreciation  expense,  particularly in the respiratory therapy line,  resulting
from increased patient service equipment expenditures. See "Cash Flow."

     PROVISION  FOR DOUBTFUL  ACCOUNTS.  The  provision  for  doubtful  accounts
results  from  management's  estimate  of the net  realizable  value of accounts
receivable after  considering  actual  write-offs of specific  receivables.  The
provision  was 3.8% of net revenues  for both the first  quarter of 2003 and the
first quarter of 2002. See "Accounts Receivable."

     SELLING,   DISTRIBUTION  AND  ADMINISTRATIVE.   Selling,  distribution  and
administrative  expenses are comprised of expenses incurred in direct support of
operations and those associated with administrative functions. Expenses incurred
by the operating  locations include salaries and other expenses in the following
functional  areas:  selling,  distribution,   clinical,  intake,  reimbursement,
warehousing and repair. Many of these operating costs are directly variable with
revenue  growth  patterns.  Certain  expenses,  such as facility  lease and fuel
costs,  are  also  very  sensitive  to  market-driven  price  fluctuations.  The
administrative  expenses  include  overhead  costs  incurred  by  the  operating
locations and corporate support functions. These expenses do not vary as closely
with  revenue  growth  as do the  operating  costs.  Selling,  distribution  and
administrative  expenses,  expressed as percentages of net revenues, were 54% in
the first  quarter of 2003,  down from 55.1% in the first  quarter of 2002.  The
first  quarter of 2002  included  $2.8  million in  contract  termination  costs
related to the  departure  of the former  Chief  Executive  Officer,  which,  if
excluded,  would result in selling,  distribution and administrative expenses at
54.2% of net revenues.

     AMORTIZATION OF INTANGIBLE  ASSETS.  Amortization of intangible  assets for
the first  quarter  of 2003 was  $696,000,  compared  to  $671,000  in the first
quarter of 2002. See "Business Combinations."

     INTEREST  EXPENSE.  Interest expense was $3.5 million for the first quarter
of 2003,  down from $4.1  million  in the first  quarter  of 2002.  Two  factors
primarily  contributed to the decrease.  Long-term debt decreased by $37 million
from the end of the first  quarter  of 2002 to the end of the first  quarter  of
2003 and the applicable  interest rate margin for the $175 million term loan was
reduced as a result of the June 2002 credit agreement amendment.

     INCOME  TAXES.  Income  taxes for the three months ended March 31, 2003 and
2002 have been provided at the effective tax rates expected to be applicable for
the respective  year. The annual rate for 2002 was reduced by a benefit of $11.1
million that resulted from prior year tax examinations  that were settled in the
fourth quarter.

     At December 31, 2002, Apria had federal net operating loss carryforwards of
$15  million,  of which $10  million are limited to $5 million of usage per year
under  Internal  Revenue Code Section 382 and are expected to be fully  utilized
during  2003 and 2004.  The  remaining  $5 million is a  carryforward  of unused
unlimited  losses  expected  to be  utilized  during  2003.  The  company has an
alternative minimum tax credit  carryforward of $9.6 million,  which is expected
to be utilized  during  2003.  Additionally,  the company has various  state net
operating loss carryforwards that began to expire in 1997.


LIQUIDITY AND CAPITAL RESOURCES

     Apria's  principal source of liquidity is its operating cash flow, which is
supplemented by a $100 million  revolving  credit  facility.  Apria's ability to
generate  operating cash flows in excess of its operating  needs has afforded it
the ability,  among other things,  to pursue its  acquisition  strategy and fund
patient  service  equipment  expenditures  to support  revenue  growth.  Apria's
management  believes that its operating cash flow and revolving credit line will
continue to be sufficient to fund its operations and growth strategies. However,
sustaining  the current cash flow levels is dependent on many  factors,  some of
which are not within Apria's control,  such as government  reimbursement  levels
and the financial health of its payors.

     CASH FLOW.  Cash provided by operating  activities was $58.5 million in the
first three  months of 2003  compared  with $41.3  million in the  corresponding
period in 2002. The improvement is mainly due to the increase between periods in
net income (before items not requiring cash) and the timing of payments  against
accounts payable and other expense accruals.

     Cash used in investing  activities increased to $61.4 million for the first
quarter of 2003 compared to $30.3 million  during the same period last year. The
increase is primarily  due to increased  acquisition  activity  during the first
quarter of 2003.  Purchases of patient service  equipment also increased between
the  periods.   Often,  the  patient  service  equipment  acquired  in  business
combinations  does not meet Apria's  standards or is not adequate to support the
company's delivery models, resulting in incremental equipment purchases. Another
factor contributing to the increase in patient service equipment expenditures is
an increase in purchases of specialized  ambulatory liquid oxygen units that are
being  marketed by the  manufacturer  in an effort to increase  market share for
both the manufacturer and Apria.

     Cash used in financing activities was $3.8 million during the first quarter
of 2003 compared to $12.9 million  during the first quarter of 2002. The primary
reason for the  difference is the higher level of  repurchases  of the company's
stock in the first quarter of 2002 than in the same period in 2003.

     CONTRACTUAL CASH OBLIGATIONS.  The following table summarizes  Apria's long
term cash payment  obligations to which the company is contractually  bound. The
years presented below represent twelve-month rolling periods ending March 31.
<TABLE>
<CAPTION>

     (DOLLARS IN MILLIONS)                          YEAR 1    YEAR 2    YEAR 3   YEAR 4    YEAR 5     YEARS 6+   TOTALS
     ------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>       <C>       <C>      <C>       <C>         <C>       <C>
     Term loans..............................        $ 26      $ 27      $ 29     $ 16      $ 83        $ 82      $263
     Capitalized lease obligations...........           2         2         1        -         -           -         5
     Operating leases........................          56        49        42       30        18          23       218
     Deferred acquisition payments...........           6         -         -        -         -           -         6
                                                     ----      ----      ----     ----      ----        ----      ----
        Total contractual cash obligations...        $ 90      $ 78      $ 72     $ 46      $101        $105      $492
                                                     ====      ====      ====     ====      ====        ====      ====
</TABLE>

     ACCOUNTS  RECEIVABLE.  Accounts  receivable  before  allowance for doubtful
accounts  increased to $231.5  million at March 31, 2003 from $217.5  million at
December 31, 2002, which is primarily  attributable to the increase in revenues.
Also, patient deductible  requirements and patient payor and/or benefit changes,
which generally coincide with the start of a new calendar year,  typically delay
the collection  process,  thereby  increasing  accounts  receivable,  days sales
outstanding and the provision for doubtful accounts.

     Days  sales  outstanding  (calculated  as of each  period  end by  dividing
accounts receivable, less allowance for doubtful accounts, by the 90-day rolling
average of net revenues)  were 53 at March 31, 2003, 51 at December 31, 2002 and
52 at March 31,  2002.  Accounts  aged in excess of 180 days were 16.6% at March
31, 2003, 18% at December 31, 2002 and 18.5% at March 31, 2002.

     Evaluation of Net Realizable Value. Management performs various analyses to
evaluate  accounts  receivable  balances to ensure that recorded amounts reflect
estimated net realizable value.  Management applies specified percentages to the
accounts  receivable  aging to  estimate  the  amount  that will  ultimately  be
uncollectible and therefore should be reserved. The percentages are increased as
the  accounts  age;  accounts  aged in excess of 360 days are  reserved at 100%.
Management establishes and monitors these percentages through extensive analyses
of  historical   realization  data,  accounts  receivable  aging  trends,  other
operating trends, the extent of contracted  business and business  combinations.
Also  considered are relevant  business  conditions,  such as  governmental  and
managed care payor claims processing procedures and system changes. If indicated
by such analyses,  management may periodically adjust the uncollectible estimate
and corresponding percentages.  Further, focused reviews of certain large and/or
problematic  payors are  performed  to  determine  if  additional  reserves  are
necessary.

     Unbilled  Receivables.  Included  in  accounts  receivable  are  earned but
unbilled  receivables  of $33.9  million and $29.2 million at March 31, 2003 and
December  31,  2002,  respectively.  Delays,  ranging  from a day up to  several
months,  between  the date of  service  and  billing  can occur due to delays in
obtaining  certain  required  payor-specific  documentation  from  internal  and
external sources.  Earned but unbilled receivables are aged from date of service
and are considered in Apria's analysis of net realizable  value. The increase is
largely due to recent acquisitions.  The time-consuming  processes of converting
patient  files  onto  Apria's  systems  and  obtaining   provider  numbers  from
government payors routinely delay billing of the newly acquired business.

     INVENTORIES AND PATIENT SERVICE EQUIPMENT. Inventories consist primarily of
pharmaceuticals and disposable articles used in conjunction with patient service
equipment.  Patient service  equipment  consists of respiratory and home medical
equipment that is provided to in-home patients for the course of their care plan
and  subsequently  returned  to Apria for  reuse.  Continued  revenue  growth is
directly  dependent on Apria's ability to fund its inventory and patient service
equipment requirements.

     LONG-TERM  DEBT.  On March 31,  2003,  total  borrowings  under the  credit
agreement  were  $263.4  million,  outstanding  letters of credit  totaled  $5.2
million and credit available under the revolving facility was $94.8 million. The
company  continues  to be in  compliance  with  all of the  financial  covenants
required by the credit agreement.

     Hedging  Activities.  Apria is exposed to interest rate fluctuations on its
underlying  variable rate long-term debt.  Apria's policy for managing  interest
rate  risk is to  evaluate  and  monitor  all  available  relevant  information,
including but not limited to, the structure of its  interest-bearing  assets and
liabilities,  historical  interest  rate  trends  and  interest  rate  forecasts
published  by major  financial  institutions.  The tools  Apria may  utilize  to
moderate its exposure to  fluctuations  in the  relevant  interest  rate indices
include,  but are not  limited  to: (1)  strategic  determination  of  repricing
periods and related principal amounts, and (2) derivative financial  instruments
such as  interest  rate swap  agreements,  caps or  collars.  Apria does not use
derivative financial instruments for trading or other speculative purposes.

     In December 2002,  Apria entered into four interest rate swap agreements to
fix its variable rate debt.  The terms of such  agreements  are as follows:  two
two-year agreements with an aggregate notional amount of $50 million and a fixed
rate of 2.43%; a three-year  agreement with a notional amount of $25 million and
a fixed rate of 3.04%;  and a four-year  agreement with a notional amount of $25
million  and a  fixed  rate of  3.42%.  Two  existing  swap  agreements  with an
aggregate  notional  amount of $100 million and a fixed rate of 2.58% expired on
March 31, 2003. All rates are stated before  application of the interest margins
specified in the credit agreement.

     The swap  agreements are being accounted for as cash flow hedges under SFAS
No. 133,  "Accounting for Derivative and Hedging Activities."  Accordingly,  the
difference  between the interest  received and interest  paid is reflected as an
adjustment  to  interest  expense.  During the first  quarters of 2003 and 2002,
Apria  paid net  settlement  amounts of  $653,000  and  $153,000,  respectively.
Unrealized  gains  and  losses  on the fair  value of the  swap  agreements  are
reflected,  net of taxes, in other comprehensive  income. At March 31, 2003, the
aggregate  fair value of the swap  agreements was a deficit of $2.1 million and,
accordingly,  is reflected in the  accompanying  balance  sheet in other accrued
liabilities. Apria does not anticipate losses due to counterparty nonperformance
as its  counterparties to the various swap agreements are  nationally-recognized
financial institutions with strong credit ratings.

     TREASURY STOCK. Apria's credit agreement limits common stock repurchases to
$35 million in any fiscal  year and $100  million in the  aggregate.  During the
first quarter of 2003, Apria repurchased 50,700 shares of its outstanding common
stock  for $1.1  million.  All  repurchased  common  shares  are  being  held in
treasury.

     BUSINESS  COMBINATIONS.  Pursuant to one of its primary growth  strategies,
Apria  periodically  acquires  complementary  businesses in specific  geographic
markets. The results of operations of the acquired companies are included in the
accompanying  consolidated  income  statements  from the  dates of  acquisition.
Covenants not to compete,  typically effected in these  transactions,  are being
amortized over the life of the respective agreements.

     The aggregate  consideration  for acquisitions that closed during the first
quarter of 2003 was $22.9 million. Pending receipt of valuation information, the
preliminary  allocation  of this  amount  includes  $18.3  million to  goodwill,
$695,000  to  other  intangible  assets  and $3.5  million  to  patient  service
equipment.  Cash paid for  acquisitions,  which includes  amounts  deferred from
prior year  acquisitions,  totaled  $23.1  million and $3.3 million in the first
quarters of 2003 and 2002, respectively.

     The  success of Apria's  acquisition  strategy  is  directly  dependent  on
Apria's ability to maintain and/or  generate  sufficient  liquidity to fund such
acquisitions and on the company's  ability to integrate the acquired  operations
successfully.

     FEDERAL  INVESTIGATION.  As previously  reported,  since mid-1998 Apria has
been the subject of an investigation  conducted by the U.S. Attorney's office in
Los  Angeles  and  the  U.S.  Department  of  Health  and  Human  Services.  The
investigation concerns the documentation supporting Apria's billing for services
provided  to patients  whose  healthcare  costs are paid by  Medicare  and other
federal programs.  Apria is cooperating with the government and has responded to
various document requests and subpoenas.

     Apria has been informed that the  investigation  is the result of civil qui
tam litigation  filed on behalf of the government  against Apria. The complaints
in the litigation are under seal,  however,  and the government has not informed
Apria of either the identities of the plaintiffs,  the court or courts where the
proceedings  are  pending,  the date or dates  instituted  or the factual  bases
alleged to underlie the proceedings. To date, the U.S. Attorney's office has not
informed Apria of any decision to intervene in the qui tam actions;  however, it
could reach a decision with respect to intervention at any time.

     Government  representatives  and counsel for the  plaintiffs in the qui tam
actions asserted in July 2001 that, by a process of extrapolation  from a sample
of 300 patient files to all of Apria's billings to the federal government during
the  three-and-one-half  year  sample  period,  Apria  could  be  liable  to the
government  under the False Claims Act for more than $9 billion,  consisting  of
extrapolated  overpayment  liability,  treble  damages  and  penalties  of up to
$10,000 for each allegedly false claim derived from the extrapolation.

     Apria has acknowledged that there may be errors and omissions in supporting
documentation  affecting a portion of its  billings.  However,  it considers the
assertions  and amounts  described in the preceding  paragraph to be unsupported
both legally and factually  and believes that most of the alleged  documentation
errors and  omissions  should not give rise to any  liability,  for  overpayment
refunds or otherwise.  Accordingly,  Apria believes that the claims asserted are
unwarranted  and  that  it is  in a  position  to  assert  numerous  meritorious
defenses.

     Apria  has  been  exchanging   information  and  having   discussions  with
government  representatives in an attempt to explore whether it will be possible
to resolve this matter on a basis that would be considered  fair and  reasonable
by all parties.  Apria cannot  provide any assurances as to the outcome of these
discussions,  however,  or as to the  outcome of the qui tam  litigation  in the
absence of a settlement.  Management  cannot estimate the possible loss or range
of loss that may result from these  proceedings  and  therefore has not recorded
any related accruals.

     If a judge,  jury or  administrative  agency were to  determine  that false
claims  were  submitted  to  federal  healthcare  programs  or that  there  were
significant  overpayments  by  the  government,   Apria  could  face  civil  and
administrative  claims for refunds,  sanctions  and  penalties  for amounts that
would be highly  material to its business,  results of operations  and financial
condition,  including  the  exclusion  of Apria  from  participation  in federal
healthcare programs.
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

     Apria is not a party to "off-balance sheet  arrangements" as defined by the
Securities  and  Exchange  Commission.  However,  from time to time the  company
enters into certain types of contracts that contingently  require the company to
indemnify parties against third party claims. The contracts primarily relate to:
(i)  certain  asset  purchase  agreements,  under  which the company may provide
customary  indemnification  to the seller of the business being  acquired;  (ii)
certain real estate leases, under which the company may be required to indemnify
property  owners  for  environmental  and other  liabilities,  and other  claims
arising from the company's  use of the  applicable  premises;  and (iii) certain
agreements with the company's officers, directors and employees, under which the
company may be required to indemnify such persons for liabilities arising out of
their employment relationship.

     The terms of such  obligations  vary by  contract  and in most  instances a
specific or maximum dollar amount is not explicitly  stated therein.  Generally,
amounts under these  contracts  cannot be reasonably  estimated until a specific
claim is asserted.  Consequently,  no  liabilities  have been recorded for these
obligations on the company's balance sheets for any of the periods presented.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Apria is exposed to interest rate  fluctuations on its underlying  variable
rate long-term  debt.  Apria utilizes  interest rate swap agreements to moderate
such exposure.  Apria does not use derivative financial  instruments for trading
or other speculative purposes.

     At March 31, 2003, Apria's term loan borrowings totaled $263.4 million. The
bank credit  agreement  governing the term loans provides  interest rate options
based on the following  indices:  Federal  Funds Rate,  Prime Rate or the London
Interbank Offered Rate ("LIBOR").  All such interest rate options are subject to
the application of an interest margin as specified in the bank credit agreement.
At March 31, 2003, all of Apria's outstanding term debt was tied to LIBOR.

     Until their March 31, 2003  expiration,  Apria had two  interest  rate swap
agreements  with a total notional  amount of $100 million to pay a fixed rate of
2.58% (before  application of interest margin).  In December 2002, Apria entered
into four additional  interest rate swap agreements with a total notional amount
of $100  million  to pay  fixed  rates  ranging  from  2.43%  to  3.42%  (before
application of interest margin). The terms of the new swap agreements range from
two to four years.

     Based on the term  debt  outstanding  and the swap  agreements  in place at
March 31, 2003 (excluding  those just expired),  a 100 basis point change in the
applicable  interest rates would  increase or decrease  Apria's annual cash flow
and pretax earnings by approximately $1.6 million. See "Management's  Discussion
and Analysis of Financial Condition and Results of Operations - Long-term Debt -
Hedging Activities."


ITEM 4.    CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure  controls and  procedures.  Within the 90 days
prior to the date of this report,  the company carried out an evaluation,  under
the  supervision  and  with  the  participation  of  the  company's  management,
including the company's Chief Executive Officer and Chief Financial Officer,  of
the  effectiveness  of the  design and  operation  of the  company's  disclosure
controls and procedures. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the company's disclosure controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating  to the  company  that is  required  to be  included  in the  company's
periodic Securities and Exchange Commission filings.

     (b) Changes in internal controls.  No significant  changes to the company's
internal  controls,  or in other factors that could  significantly  affect these
controls  subsequent to the date of their evaluation,  have been made during the
periods covered by this report.
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS

     As previously  reported,  since  mid-1998  Apria has been the subject of an
investigation  conducted  by the U.S.  Attorney's  office in Los Angeles and the
U.S.  Department of Health and Human Services.  The  investigation  concerns the
documentation supporting Apria's billing for services provided to patients whose
healthcare  costs are paid by  Medicare  and other  federal  programs.  Apria is
cooperating with the government and has responded to various  document  requests
and subpoenas.

     Apria has been informed that the  investigation  is the result of civil qui
tam litigation  filed on behalf of the government  against Apria. The complaints
in the litigation are under seal,  however,  and the government has not informed
Apria of either the identities of the plaintiffs,  the court or courts where the
proceedings  are  pending,  the date or dates  instituted  or the factual  bases
alleged to underlie the proceedings. To date, the U.S. Attorney's office has not
informed Apria of any decision to intervene in the qui tam actions;  however, it
could reach a decision with respect to intervention at any time.

     Government  representatives  and counsel for the  plaintiffs in the qui tam
actions asserted in July 2001 that, by a process of extrapolation  from a sample
of 300 patient files to all of Apria's billings to the federal government during
the  three-and-one-half  year  sample  period,  Apria  could  be  liable  to the
government  under the False Claims Act for more than $9 billion,  consisting  of
extrapolated  overpayment  liability,  treble  damages  and  penalties  of up to
$10,000 for each allegedly false claim derived from the extrapolation.

     Apria has acknowledged that there may be errors and omissions in supporting
documentation  affecting a portion of its  billings.  However,  it considers the
assertions  and amounts  described in the preceding  paragraph to be unsupported
both legally and factually  and believes that most of the alleged  documentation
errors and  omissions  should not give rise to any  liability,  for  overpayment
refunds or otherwise.  Accordingly,  Apria believes that the claims asserted are
unwarranted  and  that  it is  in a  position  to  assert  numerous  meritorious
defenses.

     Apria  has  been  exchanging   information  and  having   discussions  with
government  representatives in an attempt to explore whether it will be possible
to resolve this matter on a basis that would be considered  fair and  reasonable
by all parties.  Apria cannot  provide any assurances as to the outcome of these
discussions,  however,  or as to the  outcome of the qui tam  litigation  in the
absence of a settlement.  Management  cannot estimate the possible loss or range
of loss that may result from these  proceedings  and  therefore has not recorded
any related accruals.

     If a judge,  jury or  administrative  agency were to  determine  that false
claims  were  submitted  to  federal  healthcare  programs  or that  there  were
significant  overpayments  by  the  government,   Apria  could  face  civil  and
administrative  claims for refunds,  sanctions  and  penalties  for amounts that
would be highly  material to its business,  results of operations  and financial
condition,  including  the  exclusion  of Apria  from  participation  in federal
healthcare programs.

     Apria is also engaged in the defense of certain claims and lawsuits arising
out of the ordinary  course and conduct of its  business,  the outcomes of which
are not  determinable at this time. Apria 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 Apria upon the resolution of
these claims and lawsuits will not, in the  aggregate,  have a material  adverse
effect on Apria's results of operations or financial condition.


ITEMS 2-5. Not applicable


<PAGE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits:

           Exhibit
           Number     Reference
           -------    ---------

           10.1       Form  of  Stock Ownership  Requirements  Agreement,  dated
                      February 18, 2003, between  Registrant and  its  executive
                      officers,  and   Exhibit   A   thereto,  Stock   Ownership
                      Requirements for Senior Executive  Officers.

           99.1       Certification of  Chief  Executive  Officer pursuant to 18
                      U.S.C. Section 1350.

           99.2       Certification  of  Chief  Financial Officer pursuant to 18
                      U.S.C. Section 1350.

       (b) Reports on Form 8-K:

           Apria  filed a Current  Report  on Form 8-K on  January  23,  2003 to
           report the issuance of a press release announcing the final dismissal
           of a previously reported class action litigation against Apria.
<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, 2003                      /s/ JAMES E. BAKER
                                  -------------------------------------------
                                  James E. Baker
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

<PAGE>

CERTIFICATION - CHIEF EXECUTIVE OFFICER


I, Lawrence M. Higby, certify that:

1.   I have  reviewed  this quarterly report on  Form 10-Q of  Apria  Healthcare
     Group Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May 15, 2003


                                  /s/ LAWRENCE M. HIGBY
                                  -------------------------------------------
                                  Lawrence M. Higby
                                  Chief Executive Officer

<PAGE>

CERTIFICATION - CHIEF FINANCIAL OFFICER


I, James E. Baker, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Apria  Healthcare
     Group Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May 15, 2003



                                  /s/ JAMES E. BAKER
                                  -------------------------------------------
                                  James E. Baker
                                  Chief Financial Officer