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 September 30, 1997
                                     
                                    OR

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


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


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


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

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

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

                    Yes    X       No
                         -----          -----

There  were 51,517,255 shares of Common Stock, $.001 par value, outstanding
at November 11, 1997.
<PAGE>
                                     
                        APRIA HEALTHCARE GROUP INC.
                                     
                                 FORM 10-Q
                                     
                  For the period ended September 30, 1997
                                     





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

Item 1.   Financial Statements (unaudited)

          Consolidated Balance Sheets

          Consolidated Statements of Operations

          Consolidated Statements of Cash Flows

          Notes to Consolidated Financial Statements

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations

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

Item 1.   Legal Proceedings
Item 2.   Changes in Securities
Item 3.   Defaults Upon Senior Securities
Item 4.   Submission of Matters to a Vote of Security
          Holders
Item 5.   Other Information
Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES
----------

<PAGE>
<TABLE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                        CONSOLIDATED BALANCE SHEETS
                                     
                                  ASSETS
<CAPTION>
                                                September 30,   December 31,
                                                     1997           1996
                                                  ----------    ------------
                                                 (Unaudited)
                                                   (Dollars in thousands)
<S>                                              <C>            <C>
CURRENT ASSETS
  Cash                                           $   26,573     $   26,930
  Accounts receivable, less allowance for
    doubtful accounts of $68,967 and
    $73,809 at September 30, 1997 and 
    December 31, 1996, respectively                 301,670        335,616
  Inventories                                        34,079         55,733
  Deferred income taxes                              38,498         31,106
  Refundable and prepaid income taxes                 9,153         34,598
  Prepaid expenses and other current
    assets                                           10,159          9,764
                                                  ---------      ---------
      TOTAL CURRENT ASSETS                          420,132        493,747
PATIENT SERVICE EQUIPMENT, less
  accumulated depreciation of $254,989
  and $229,684 at September 30, 1997 and 
  December 31, 1996, respectively                   199,872        213,602
PROPERTY, EQUIPMENT AND IMPROVEMENTS, NET           114,403        120,030
COVENANTS NOT TO COMPETE, NET                        13,530         17,054
GOODWILL, NET                                       291,241        295,536
OTHER ASSETS                                          2,527          9,141
                                                  ---------      ---------
                                                 $1,041,705     $1,149,110
                                                  =========      =========

                                     
                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                               $   63,514      $  83,619
  Accrued payroll and related taxes
    and benefits                                     25,338         34,850
  Other accrued liabilities                          39,893         51,699
  Current portion of long-term debt                   9,582         11,588
                                                  ---------       --------
TOTAL CURRENT LIABILITIES                           138,327        181,756
LONG-TERM DEBT                                      573,772        623,276
DEFERRED INCOME TAXES                                17,446          1,143

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par value:
    10,000,000 shares authorized;
      none issued                                         -              -
  Common Stock, $.001 par value:
    150,000,000 shares authorized;
      51,506,655 and 51,203,450 shares
      issued and outstanding at September 
      30, 1997 and December 31, 1996,
      respectively                                       51             51
  Additional paid-in capital                        323,625        319,950
  Retained (deficit) earnings                       (11,516)        22,934
                                                  ---------      ---------
                                                    312,160        342,935
COMMITMENTS AND CONTINGENCIES                             -              -
                                                  ---------      ---------
                                                 $1,041,705     $1,149,110
                                                  =========      =========
</TABLE>
              See notes to consolidated financial statements.
<PAGE>
<TABLE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                                     
<CAPTION>
                                      Three Months Ended  Nine Months Ended
                                         September 30,      September 30,
                                       -----------------  -----------------
                                         1997     1996      1997     1996
                                        ------   ------    ------   ------
                                      (in thousands, except per share data)
<S>                                    <C>      <C>       <C>      <C>
Net revenues                           $304,356 $306,026  $913,954 $907,908
Costs and expenses:
   Cost of net revenues                 104,650   93,917   337,792  284,951
   Selling, distribution and
     administrative                     151,782  147,584   449,148  433,021
   Provision for doubtful
     accounts                            15,194   15,118   101,141   42,976
   Amortization of intangible
     assets                               4,256    4,176    12,633   12,627
                                        -------  -------   -------  -------
                                        275,882  260,795   900,714  773,575
                                        -------  -------   -------  -------
     OPERATING INCOME                    28,474   45,231    13,240  134,333
Interest expense                         12,288   12,816    37,779   35,927
                                        -------  -------   -------  -------
     INCOME (LOSS) BEFORE TAXES          16,186   32,415   (24,539)  98,406
Income taxes                                  -   11,666     9,911   35,423
                                        -------  -------   -------  -------
     NET INCOME (LOSS)                 $ 16,186 $ 20,749  $(34,450)$ 62,983
                                        =======  =======   =======  =======




Income (loss) per common and
  common equivalent share                $  0.31 $  0.40   $ (0.67) $  1.20
                                         ======= =======   =======  =======
Weighted average number of
  common and common equivalent
  shares outstanding                      51,894  52,257    51,384   52,276

Income (loss) per common and
  common equivalent share assuming
  full dilution                          $  0.31 $  0.40   $ (0.67) $  1.20
                                         ======= =======   =======  =======
Weighted average number of common
  and common equivalent shares
  outstanding                            51,895   52,257    51,384   52,351

</TABLE>
              See notes to consolidated financial statements.
<PAGE>
<TABLE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>
                                                      Nine Months Ended
                                                        September 30,
                                                   -----------------------
                                                      1997          1996
                                                     ------        ------
                                                    (Dollars in thousands)
<S>                                               <C>             <C>
OPERATING ACTIVITIES
Net (loss) income                                 $ (34,450)      $ 62,983
Items included in net (loss) income
  not requiring (providing) cash:
  Provision for doubtful accounts                   101,141         42,976
  Provision for excess/obsolete
    equipment                                        23,000            513
  Depreciation                                       89,076         65,937
  Amortization of intangible assets                  12,633         12,627
  Amortization of deferred debt costs                   860            793
  Loss on sale of property,
    equipment and improvements                          202            165
  Gain on sale of short-term investment              (1,350)             -
  Gain on disposition of assets                        (448)             -
  Deferred income taxes                               8,911         12,712
Changes in operating assets and
  liabilities, net of effects of
  acquisitions:
  Increase in accounts receivable
    (before bad  debt writeoffs)                    (66,085)      (138,915)
  Decrease (increase) in inventories                  1,220        (16,452)
  Decrease in prepaids and other assets              25,118         18,659
  Decrease in accounts payable                      (20,105)       (24,755)
  Decrease in accrued payroll
    and other liabilities                           (22,250)       (16,962)
Net purchases of patient service
  equipment, net of effects of
  acquisitions                                      (51,795)       (84,462)
Other                                                    95          1,106
                                                   --------       --------
    NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES                             65,773        (63,075)

INVESTING ACTIVITIES
  Purchases of property, equipment
    and improvements, net of effects
    of acquisitions                                 (17,561)       (40,579)
  Proceeds from sale of property,
    equipment and improvements                          289            168
  Proceeds on sale of short-term 
    investment                                        1,350              -
  Proceeds on disposition of assets                   5,196              -
  Acquisitions and payments of
    contingent consideration                         (3,862)       (13,920)
                                                   --------       --------
    NET CASH USED IN
    INVESTING ACTIVITIES                            (14,588)       (54,331)

FINANCING ACTIVITIES
  Proceeds under revolving credit
    facility                                        129,950        686,900
  Payments under revolving credit
    facility                                       (174,950)      (568,200)
  Payments of senior and other
    long-term debt                                   (9,411)        (8,606)
  Capitalized debt costs, net                          (711)        (1,296)
  Issuances of Common Stock                           3,580         14,825
                                                   --------       --------
    NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES                            (51,542)       123,623
                                                   --------       --------

NET (DECREASE) INCREASE IN CASH                        (357)         6,217
Cash at beginning of period                          26,930         18,829
                                                   --------       --------
      CASH AT END OF PERIOD                        $ 26,573       $ 25,046
                                                   ========       ========
</TABLE>
              See notes to consolidated financial statements.
<PAGE>
                        APRIA HEALTHCARE GROUP INC.
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts  of
Apria  Healthcare  Group Inc. ("the Company") and  its  subsidiaries.   All
significant intercompany transactions and accounts have been eliminated.

In  the  opinion  of  management,  all adjustments,  consisting  of  normal
recurring  accruals necessary for a fair presentation  of  the  results  of
operations  for the interim periods presented, have been reflected  herein.
The   results  of  operations  for  interim  periods  are  not  necessarily
indicative of the results to be expected for the entire year.  For  further
information,  refer to the consolidated financial statements and  footnotes
thereto for the year ended December 31, 1996, filed with the Company's 1996
Form 10-K.

NOTE B - RECLASSIFICATIONS AND USE OF ACCOUNTING ESTIMATES

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

The  preparation  of  financial  statements in  conformity  with  generally
accepted accounting principles requires management to make assumptions that
affect  the  amounts reported in the financial statements and  accompanying
notes.   Such  amounts  include, among others, the allowance  for  doubtful
accounts,   patient  service  equipment  reserves,  other  asset  valuation
allowances  and certain liabilities.  Management periodically  re-evaluates
the  estimates  inherent  in certain financial statement  amounts  and  may
adjust  accordingly.   In the second quarter of 1997, Management  estimated
and recorded a $20,000,000 adjustment to reduce accounts receivable and net
revenues,  a $55,000,000 adjustment to increase the allowance for  doubtful
accounts and a $23,000,000 adjustment to provide for inventory and  patient
service equipment losses.  Actual results could differ from the estimates.

NOTE C - INCOME TAXES

No  tax  benefit  will be recognized in the third quarter  of  the  current
fiscal year because the tax losses will be carried forward.  The nine month
tax  provision  of  $9,911,000  primarily represents  an  increase  in  the
Company's valuation allowance for deferred tax assets.

NOTE D - BUSINESS COMBINATIONS

The Company periodically makes acquisitions of complementary businesses  in
specific  geographic  markets.  Acquisitions that closed  during  the  nine
month  period  ended  September  30, 1997  resulted  in  cash  payments  of
approximately $3,424,000.

On  January 30, 1997, after obtaining a release from the Omnicare Board  of
Directors,  the Company sold all its 1,875,000 ordinary shares of  Omnicare
plc, a public limited company incorporated under the laws of England, to  a
former  director.  The Company had accounted for this investment using  the
equity method.  Cash proceeds from the sale were $2,791,000, which resulted
in a gain of $1,232,000.

On  March  14,  1997,  the Company sold M&B Ventures, Inc.,  its  Medicare-
certified  home health agency, which operated in South Carolina  under  the
assumed business names of Doctors Home Health and Advanced Care Service, to
North  Trident  Regional  Hospital,  Inc.,  a  subsidiary  of  Columbia/HCA
Healthcare  Corporation.   Cash proceeds from  the  sale  were  $2,400,000,
resulting  in a loss on the sale of $784,000.  The operations  of  Doctor's
Home  Health  and  Advanced  Care Service had revenues  of  $1,356,000  and
$5,536,000 for the nine months ended September 30, 1997 and 1996.

NOTE E - RESTRUCTURING COSTS

In   connection  with  the  1995  merger  between  Abbey  Healthcare  Group
Incorporated  and  Homedco  Group, Inc., the  Company  adopted  a  plan  to
restructure  and  consolidate  its operating locations  and  administrative
functions  within specific geographic areas.  The plan, which was completed
by   September  1996,  resulted  in  a  restructuring  charge  in  1995  of
approximately  $68,304,000, consisting of accrued  costs  and  impairments.
The  following table summarizes amounts paid during the nine  months  ended
September 30, 1997 and the remaining accrual at September 30, 1997.

Accrual at December 31, 1996                           $7,131,000
Severance amounts paid through September 30, 1997      (1,841,000)
Other amounts paid through September 30, 1997          (3,156,000)
                                                       ----------
Accrual at September 30, 1997                          $2,134,000
                                                       ==========

The remaining accrual balance consists of $40,000 for severance and related
personnel costs and $2,094,000 for branch and billing center closure costs.

NOTE F - LONG-TERM DEBT

The  Credit  Agreement  between the Company and a syndicate  of  banks  was
amended  in April 1997 and further amended in July 1997.  The loan facility
was  reduced  from  $800,000,000  to $600,000,000,  amounts  available  for
acquisitions  were  reduced  and  tighter  restrictions  were  imposed   on
dividends and other distributions.

The  applicable margin range on the London Interbank Offered Rate ("LIBOR")
interest rate option was increased to a high of 1.5% per annum and a low of
 .5%  per annum.  Certain nonrecurring charges and resulting net losses  (as
defined  by the agreement) will be excluded from the calculation of certain
financial ratios when determining covenant compliance.

In  August  1997, the Company's counterparty to an 18-month swap  agreement
covering  $280,000,000  in  notional principal,  exercised  its  option  to
terminate after one year.

The  Company added letters of credit totaling $1,000,000 in June  1997  and
$7,500,000  in  September  1997.  Total letters of  credit  outstanding  at
September 30, 1997 amounted to $8,970,000.

Subsequent  to September 30, 1997, the Company entered into new  leases  in
order  to  upgrade computer systems, and refinanced existing capital  lease
obligations.   These  transactions resulted in a net increase  to  debt  of
$7,435,000.

NOTE G - EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted by the Company
on December 31, 1997.  At that time, the Company will be required to change
the  method currently used to compute earnings per share and to restate all
prior periods.  Under the new requirements for calculating primary earnings
per  share,  the  dilutive effect of stock options will be  excluded.   The
impact  of  Statement 128 on the calculation of primary and  fully  diluted
earnings per share for the periods presented herein is not expected  to  be
material.

NOTE H - EQUITY

The  change  in  stockholders' equity, other than from net  loss,  resulted
primarily  from the exercise of stock options.  For the nine  months  ended
September 30, 1997, proceeds from the exercise of stock options amounted to
$3,580,000.

NOTE I - COMMITMENTS AND CONTINGENCIES

The  Company  is  engaged  in the defense of certain  claims  and  lawsuits
arising out of the ordinary course and conduct of its business, the outcome
of  which  are  not determinable at this time.  The Company  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  the Company upon the resolution of these claims and  lawsuits
will  not,  in  the  aggregate,  have a  material  adverse  effect  on  the
consolidated results of operations or financial position of the Company.
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:  The Company's business
is  subject  to  a number of risks, some of which are beyond the  Company's
control.   The Company has described certain of those risks in its  Current
Report on Form 8-K as filed with the Securities and Exchange Commission  on
June  26,  1997.   Such  report may be used for  purposes  of  the  Private
Securities  Litigation Reform Act of 1995 as a readily  available  document
containing  meaningful cautionary statements identifying important  factors
that  could cause actual results to differ materially from those  projected
in  any forward-looking statements the Company may make from time to  time.
These  risks  include whether the Company will be able  to  resolve  issues
pertaining  to  the  collectibility  of its  accounts  receivable,  pricing
pressures  (including  changes in governmental reimbursement  levels),  the
impact  of  healthcare reform proposals, the effect of  federal  and  state
healthcare  regulations, the highly competitive market, recent losses,  the
concentration  of large payors and dependence on relationships  with  third
parties.


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

In  June 1997, the Company announced that it retained an investment banking
firm  as its financial advisor to explore strategic alternatives to enhance
shareholder value, including the possible sale, merger, or recapitalization
of  the Company.  The Company continues to work closely with the investment
firm  and  a group of interested parties.  This process has given  rise  to
some  uncertainty within the Company's workforce, the impact  of  which  is
difficult  to  determine, but undoubtedly has shifted focus away  from  the
Company's  operational  priorities, which may have impacted  its  financial
results.

The  Company has also commenced a restructuring of its operations to  focus
more fully on the core business lines of respiratory therapy, home infusion
therapy  and home medical equipment.  The lower-margin medical  supply  and
home health nursing lines will be phased out over the remainder of 1997 and
early 1998.


Results of Operations
----------------------

Net  Revenues:  Net revenues decreased 0.5% to $304.4 million for the third
quarter  of  1997  compared with $306.0 million for the same  quarter  last
year.   For  the  nine months ended September 30, 1997, net  revenues  were
$914.0 million compared with $907.9 million for the same period last  year,
representing  a 0.7% increase.  The decrease in the third quarter  of  1997
compared  to  the third quarter of 1996 reflects the Company's decision  to
phase out the non-core business.  The nine-month period ended September 30,
1997  reflects a charge taken in the second quarter of 1997 to provide  for
estimated  revenue adjustments of $20 million.  Revenue adjustments  result
from  (1)  incorrect contract prices entered upon service delivery  due  to
complex  contract terms, a biller's lack of familiarity with a contract  or
payor  or  an  incorrect system price, (2) subsequent changes to  estimated
revenue amounts for services not covered by a preexisting contract, and (3)
failure   subsequent  to  service  delivery  to  qualify  a   patient   for
reimbursement  due to lack of authorization or a missed  filing  or  appeal
deadline  [see Liquidity and Capital Resources].  The minimal  increase  in
net  revenues in the nine-month period of 1997 versus the same period  last
year  reflects slow volume growth and price competition in the managed care
environment.

In  August 1997, the Balanced Budget Act of 1997 was adopted which includes
several  provisions  affecting  Medicare  reimbursement  for  home  medical
equipment  and  services.  Reimbursement for home oxygen services  will  be
reduced  by 25% in 1998 and an additional 5% in 1999 and subsequent  years.
The  Company  estimates that the impact of this reduction on 1998  revenues
will be $60 to $65 million.  Also effective January 1, 1998, Consumer Price
Index-based  reimbursement increases on durable medical equipment  will  be
frozen through 2002.

Gross  Profit:   Gross margins for the third quarter and  the  nine  months
ended September 30, 1997 were 65.6% and 63.0%, respectively, compared  with
69.3%  and 68.6% for the same periods last year.  The nine-month period  in
1997  reflects a $23 million charge taken in the second quarter to  provide
for  losses in inventory and patient service equipment and the $20  million
revenue adjustment previously described.   The variance between the  three-
month  periods  is partially attributable to a reduction in cost  of  sales
recognized  in  the third quarter of 1996 resulting from a  change  in  the
depreciable lives of certain classes of patient service equipment.

Another  factor  contributing  to  the decline  in  gross  margins  is  the
Company's  participation  in  the managed care  environment.   The  intense
pressure by employers on managed care organizations leads to greater  price
pressure on subcontracted providers such as the Company.  Also, in response
to  requests from the managed care market the Company has been  offering  a
broad  range of products and services, including lower-margin services  and
supplies.  To address this downward pressure on gross margins, the  Company
has recently adopted numerous initiatives, the most significant of which is
the  decision  to  exit  the lower-margin medical supply  and  home  health
nursing  lines.  The Company is currently working with  its  customers  and
patients  to  ensure that their needs for these products and  services  are
being  met  during  this  transitional period.   Prior  to  this  decision,
management  initiated a contract assessment process whereby  the  Company's
top  revenue-producing  accounts  were  reviewed  for  profitability.   The
objective  of  the  review  was  to  identify  contracts  which  could   be
renegotiated  to  obtain better terms, improve business mix  and  eliminate
those  not  meeting acceptable profitability levels.  The review  phase  of
contracts  representing approximately $300 million in annual  revenues  has
been  completed.  Contracts representing about half of those revenues meet,
or  will  soon  meet,  the  Company's standards; the  remainder  have  been
identified for renegotiation.

Other  initiatives  the Company has pursued to improve its gross margins 
include (1) phasing out of subrented patient service equipment, (2) 
implementing sales incentives to focus on certain higher-margin products  and
services  and  (3) implementing an infusion therapy  formulary  which limits
product choices to those which optimize gross margins.  During  the
last  half of 1996 the Company established automated purchasing budgets  to
more  effectively control the purchase and use of patient service equipment
which  has contributed to a $32.7 million reduction in net patient  service
equipment  purchases  in  the  nine months ended  September  30,  1997,  as
compared to the same period last year. Further, now that all locations have
been  converted to two standardized information systems (the primary system
captures  activity  for  respiratory,  home  medical  equipment/other;  the
secondary system captures infusion activity), tools to better evaluate  and
monitor  product/service mix at individual branch  levels  are  continually
being developed.

Selling,  Distribution  and  Administrative:   Selling,  distribution   and
administrative  expenses expressed as percentages of net revenues  for  the
third  quarter  and  nine months ended September 30, 1997  were  49.9%  and
49.1%, respectively, compared with 48.2% and 47.7% for the same periods  in
1996.   The increase in 1997 versus the same periods  in 1996 is due to an 
increase in expenses, primarily attributable to increased staffing  levels 
in the functional areas of reimbursement, patient  service and  information
systems  to address the problems  the  Company  had  been experiencing  in  
these areas [see Liquidity and Capital Resources].   Also impacting the 
increase in selling, distribution and administrative expenses in  the third 
quarter of 1997 compared to the same period last year is  the decrease in net 
revenues.

Provision for Doubtful Accounts:  The provision for doubtful accounts as  a
percentage  of  net  revenues for the third quarter and nine  months  ended
September 30, 1997 was 5.0% and 11.1%, respectively, compared to  4.9%  and
4.7% for the same periods in the prior year.  The nine-month period in 1997
reflects  a  charge of $55 million taken in the second quarter to  increase
the  allowance  for  doubtful  accounts and reflects  a  more  conservative
position  taken on accounts in excess of 180 days.  The change in  estimate
was  considered  necessary by Management because  the  reduction  in  these
accounts  had  been slower than anticipated.  The charge also  reflects  an
increase  to the bad debt provision rate for accounts receivable aged  less
than  180  days,  necessitated by billing and collection difficulties  that
continued into early 1997 [see Liquidity and Capital Resources].

Interest Expense:  Interest expense for the third quarter in 1997 decreased
to  $12.3 million compared to $12.8 million for the same period last  year,
which  correlates  to  a reduction in long-term debt between  the  periods.
Interest expense for the nine months ended September 30, 1997 increased  to
$37.8  million, from $35.9 million for the same period last year, primarily
due  to  higher  long-term debt levels.  Long-term debt increased  steadily
from  early  1996  through early 1997, at which time it began  to  decline.
This  trend resulted in higher average debt in the nine-month period  ended
September  30,  1997  compared to the same period of the  prior  year  [see
Liquidity and Capital Resources].

Income  Taxes:   The  nine-month tax provision of  $9.9  million  primarily
represents  an increase in the Company's valuation allowance  for  deferred
tax assets.

Liquidity and Capital Resources
--------------------------------

Cash  provided by the Company's operations was $65.8 million for  the  nine
months  ended  September  30, 1997, compared with  $63.1  million  used  in
operations  during  the same period last year.  The main  reasons  for  the
significant  improvement between the two periods  are  as  follows:  (1)  a
decrease in the magnitude of the accounts receivable increase (before write-
offs)  during the nine months ended September 30, 1997, as compared to  the
same period in 1996, (2) the receipt of federal tax refunds in 1997 and (3)
a  reduction in patient service equipment and inventory expenditures in the
first  nine  months  of 1997 compared to the same period  last  year.   The
higher  equipment and inventory expenditures in 1996 were due to  concerted
efforts by the Company to upgrade the quality of the asset base.

Accounts  receivable, before allowance for doubtful accounts, decreased  by
$38.8  million  during  the  nine months ended  September  30,  1997.   The
decrease  includes  the impact of bad debt write-offs, net  of  recoveries,
totaling  $109.1 million.  Despite high levels of bad debt  write-offs  and
revenue  adjustments, accounts in excess of 180 days at September 30,  1997
decreased  by  only  $12.4 million since December  31,  1996.   Days  sales
outstanding  (DSO  - calculated as of each period-end by dividing  accounts
receivable  less  allowance for doubtful accounts  by  the  90-day  rolling
average of net revenues) decreased from 99 days at December 31, 1996 to  89
days at September 30, 1997 (after adjustments and write-offs).  The primary
causes of the slower than expected (1) decline in accounts receivable in 
excess of 180  days  and (2) decrease in DSO are the residual  effects of  
the disruptions  and delays in billing and collection activity associated
with the  Company's  conversion  of its field  locations  to the standardized
information  systems and a higher than normal turnover rate  among  billing
and  collection personnel.  These activities contributed to billing delays  
and  errors  and,  ultimately,  difficulties  in  receiving  timely 
reimbursement.

Management's quarter-end accounts receivable analysis includes a review  of
aging trends and the aggregate amounts and timing of cash applications, bad
debt   write-offs  and  revenue  adjustments.   Based  on  such   analyses,
Management  estimated  and recorded in the second quarter  of  1997  a  $20
million adjustment to reduce accounts receivable and net revenues and a $55
million  adjustment  to increase the allowance for doubtful  accounts  [see
Results of Operations].  The third quarter analysis revealed improvement in
some of the key trends, most notably cash applications.

Actions taken in 1996 to mitigate the impact of conversion disruptions  and
employee  turnover  included, among others, a collection incentive  program
with special emphasis on older accounts, hiring additional management-level
billing and collection personnel and reinforcement training for the billing
locations.   Early in 1997, the Company took further steps  to  reduce  the
incidence  of  billing  errors  including a process  review  of  the  field
information   systems  to  identify  opportunities   to   improve   billing
processing, timeliness and accuracy, validation of system pricing files and
implementation of billing center audits to assess compliance  with  billing
practices  and  procedures.  Further, in the second quarter  of  1997,  the
Company appointed an executive vice president of operations and reorganized
the reimbursement and information system functions.

Long-term  debt, including current maturities, decreased by  $51.5  million
from  December  31, 1996 to September 30, 1997.  In addition  to  the  cash
provided by operations, the decrease in long-term debt can be attributed to
a  reduction  in  property, plant and equipment expenditures  and  proceeds
received  in  certain sale transactions  described  below.   Subsequent to
September  30, 1997, the Company entered into leases totaling $7.4  million
to upgrade its computer hardware.

On  January 30, 1997, after obtaining a release from the Omnicare Board  of
Directors,  the Company sold all its 1,875,000 ordinary shares of  Omnicare
plc, a public limited company incorporated under the laws of England, to  a
former  director.   Cash proceeds from the sale were  $2.8  million,  which
resulted in a gain of $1.2 million.

On  March 14, 1997, the Company sold M&B Ventures, Inc., its last remaining
Medicare-certified  home health agency (which operated  in  South  Carolina
under  the assumed business names of Doctors Home Health and Advanced  Care
Service)  to  North  Trident  Regional  Hospital,  Inc.,  a  subsidiary  of
Columbia/HCA Healthcare Corporation.  Cash proceeds from the sale were $2.4
million, resulting in a loss on the sale of approximately $784,000.

On  September  30,  1997, the Company exercised its  warrants  to  purchase
248,000  shares  of  common stock of Living Centers of America,  Inc.   The
subsequent sale resulted in net proceeds and income of $1.4 million.

In  anticipation of a planned merger with Vitas Healthcare Corporation, the
Company  entered  into a credit agreement in August 1996 which  provided  a
revolving  loan  facility of up to $800 million.  Because  the  merger  was
never consummated and due to declining long-term debt levels and commitment
fees assessed on the unused portion of the credit line, the Company decided
to reduce the facility to $600 million effective July 31, 1997.  Amendments
to  the Company's credit agreement were executed on April 22, 1997 and July
31,  1997  which,  in  addition to reducing the loan  facility,  allow  the
exclusion  of  certain nonrecurring charges (as defined by  the  agreement)
from the computation of certain financial covenant ratios and increase  the
margin  range  applicable  to rates based on the London  Interbank  Offered
Rate.

In  August  1997, the Company's counter-party to an 18-month swap agreement
covering  $280  million  in notional principal,  exercised  its  option  to
terminate the agreement after one year.

At  September 30, 1997, the Company had $16.3 million invested in  a  money
market account.

Overall, the Company believes that cash provided by operations and  amounts
available  under  its  existing credit facilities  will  be  sufficient  to
finance  its  current  operations for at least  the  next  12  months.   At
September  30,  1997,  availability under  the  credit  facility  was  $216
million.


<PAGE>
PART II. OTHER INFORMATION
--------------------------

Items 1-5. Not applicable

Item 6.    Exhibits and Reports on Form 8-K

           (a) Exhibits:

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

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

               11.1      Statement of Computation of Earnings per Share.

               27.1      Financial Data Schedule.

           (b) Reports on Form 8-K:

               No reports on Form 8-K were filed during the quarter for
               which this report is filed.
<PAGE>
                                     
                                SIGNATURES




Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  has duly caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.


                               APRIA HEALTHCARE GROUP INC.
                              ------------------------------
                                        Registrant



November 14, 1997             /s/  Lawrence H. Smallen
                              ------------------------------
                              Lawrence H. Smallen
                              Chief Financial Officer,
                              Senior Vice President, Finance
                              and Treasurer
                              (Principal Financial Officer)