EXHIBIT 10.4

                              AMENDMENT NUMBER TWO
                                     TO THE
                               HOMEDCO GROUP, INC.
                               401(K) SAVINGS PLAN


Subject to the  consummation  of the merger  between  Homedco  Group,  Inc. (the
"Company") and Abbey  Healthcare  Group  Incorporated  ("Abbey"),  the following
amendments  are made to the Homedco  Group,  Inc.  401(k) Savings Plan (Restated
Effective  October  1,  1993)  (the  "Plan").  Unless  otherwise  stated,  these
amendments are effective as of the date that the merger of the Company and Abbey
is  effectuated by the filing of a Certificate of Merger on behalf of the merged
entity with the Delaware Secretary of State (the "Merger Effective Date").

1.   Section 2.1(j),  which defines the term Company, is amended in its entirety
     to read as follows:

     (j)  "COMPANY"  means,  for the  period up to the  Merger  Effective  Date,
          Homedco  Group,  Inc.  and,  for the  period on and  after the  Merger
          Effective Date, Apria Healthcare Group, Inc.

2.   Section  2.1(n),  which defines the term Eligible  Employee,  is amended by
     adding the following paragraph to the end thereof:

          Notwithstanding  the foregoing,  effective as of the Merger  Effective
          Date,  an  Eligible  Employee  shall  include  only (i) an Employee of
          Homedco Group, Inc. (which is the Company in effect  immediately prior
          to  the  Merger   Effective  Date)  and  its  Affiliates   (determined
          immediately  prior to the Merger  Effective Date) or (ii) an Employee,
          who is first  credited  with an Hour of Service on or after the Merger
          Effective  Date.  Individuals  who were employees of Abbey  Healthcare
          Group Incorporated or its affiliates,  as defined in Code sections 414
          and 1563,  determined  immediately prior to the Merger Effective Date,
          shall not be eligible to participate in this Plan.

3.   Section  2.1(aa),  which  defines  the term Plan  Year,  is  amended in its
     entirety to read as follows:

     (aa) "PLAN YEAR" means, effective January 1, 1996, each twelve month period
          ending  December  31. Prior to 1996,  Plan Year means,  for the period
          through  September 30, 1995, each twelve month period ending September
          30 and, for the period after  September 30, 1995 and before 1996,  the
          short plan year  beginning  October 1, 1995 and  ending  December  31,
          1995.

4.   A new section 2.1(mm) is added to the Plan to read as follows:

     (mm) "MERGER  EFFECTIVE  DATE"  means the date on which  the  merger of the
          Company and Abbey Healthcare Group  Incorporated is effectuated by the
          filing of a Certificate  of Merger on behalf of the merged entity with
          the Delaware Secretary of State.

5.   The  first  paragraph  of  section  15.1,  relating  to  Employee  Matching
     contributions, is amended in its entirety to read as follows:

     Each Participant,  who is an Employee of the Company or an Affiliate on the
     last day of the Plan Year, or who retired,  became  disabled or died during
     the Plan Year,  shall be entitled  to an  allocation  of Employer  Matching
     contributions  equal to 100 percent of the first 2 percent of  Compensation
     plus 50 percent of the next 4 percent of  Compensation  contributed by such
     Participant  under  section 4.1 during the Plan Year.  Notwithstanding  the
     foregoing, a Participant,  who incurs a Separation from Service between the
     Merger  Effective  Date and  September  30,  1995,  shall be entitled to an
     allocation of Employer Matching  contributions  equal to 100 percent of the
     first 2 percent  of  Compensation  plus 50 percent of the next 4 percent of
     Compensation  contributed by such Participant  under section 4.1 during the
     Plan Year ending  September 30, 1995, even though the Participant is not an
     Employee of the Company or an  Affiliate  on the last day of the Plan Year.
     The Employer shall  contribute to the Trust Fund an amount that shall equal
     (after taking into account  reallocable  forfeitures) the above allocations
     attributable to its Participants for the Plan Year.

6.   Section 5.6, relating to the limitations on Annual Additions, is amended by
     adding the following paragraph to the end thereof:

     For the short Plan Year beginning  October 1, 1995 and ending  December 31,
     1995,  the dollar  limitation  specified in subsection (a) shall be $7,500,
     rather that $30,000.

7.   Section  6.1(a),  relating to events that fully vest a  Participant  in his
     Employer  Contributions  Account,  is  amended in its  entirety  to read as
     follows:

     (a)  The interest of a Participant  in his Employer  Contributions  Account
          shall fully vest in him or his  Beneficiary  upon the happening of any
          of the following events:

          (1)  The Participant's attainment of Normal Retirement Age;
          (2)  The  Participant's  death  while  employed  by the  Company or an
               Affiliate;
          (3)  The Participant's  Disability while employed by the Company or an
               Affiliate;
          (4)  The Participant's Separation from Service within two years of the
               Merger  Effective  Date,  provided  that  the  individual  was  a
               Participant on the Merger Effective Date; and
          (5)  Complete termination of the Plan, or a partial termination of the
               Plan which affects the Participant.

8.   Except as  amended  above,  the Plan as in effect  prior to this  amendment
     shall continue unchanged.


IN WITNESS  WHEREOF,  Homedco  Group,  Inc. has caused this Plan amendment to be
executed this 27th day of June, 1995.


                               HOMEDCO GROUP, INC.



                               By  /s/ SUSAN K. SKARA
                                   --------------------------------
                                   Susan K. Skara


                               Its Vice President, Human Resources
                                   -------------------------------