EXHIBIT 10.26


                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement  (the  "Agreement")  is entered into by and
between  Apria  Healthcare  Group Inc.  (the  "Company")  and John C. Maney (the
"Executive"), as of the 19th day of October 1998.

I.       EMPLOYMENT

         The Company  hereby  employs the  Executive  and the  Executive  hereby
accepts such  employment,  upon the terms and conditions  hereinafter set forth,
from the earlier of (i) a date  mutually  acceptable  to the  Executive  and the
Company or (ii) November 30, 1998, (the  "Commencement  Date"), to and including
April 30, 2002.  The period of  employment  covered by this  Agreement  shall be
automatically  extended  for an  additional  year until April 30,  2003,  unless
either party shall send the other notice prior to November 1, 2002, declining to
accept such extension.

II.      DUTIES

         The  Executive  shall serve during the course of his  employment  as an
Executive  Vice  President  and the  Chief  Financial  Officer  of the  Company,
reporting to the Chief  Executive  Officer.  The Executive  shall undertake such
duties and have such  authority  as the  Company,  through  its Chief  Executive
Officer,  shall assign to the Executive  from time to time in the Company's sole
and absolute discretion provided such duties and  responsibilities are the types
of  duties  that  would  ordinarily  be  assigned  to a person  with  employment
experience  and a position  comparable to that of the  Executive.  The Executive
agrees  to devote  substantially  all of his  working  time and  efforts  to the
business and affairs of the Company.  The Executive further agrees that he shall
not  undertake any outside  activities  which create a conflict in interest with
his duties to the Company,  or which,  in the judgment of the Board of Directors
of the Company,  interfere with the performance of the Executive's duties to the
Company.

III.     COMPENSATION

A. The Company  will pay to the  Executive a base salary at the rate of $350,000
per year.  Such salary shall be payable in periodic  installments  in accordance
with the  Company's  customary  practices.  Amounts  payable shall be reduced by
standard  withholdings and other authorized  deductions.  The Executive's salary
may be increased from time to time at the  discretion of the Company,  provided,
however,  that such  increase  shall not be less than 5% for the calendar  years
2000, 2001 and 2002.

B. Annual Bonus, Incentive, Savings and Retirement Plans. The Executive shall be
entitled to participate in all annual bonus,  incentive,  savings and retirement
plans,  practices,  policies  and  programs  applicable  generally  to the Chief
Executive Officer of the Company, including without limitation (i) the Company's
Incentive  Compensation  Plan at the 40%  target  level,  with  eligibility  for
over-achievement  up to 80% of  base  salary,  and  (ii)  the  Company's  target
incentive  plan for the two years ended  December 31, 2000.  For the 1999 fiscal
year, the Executive's  bonus under the Incentive  Compensation Plan shall be not
less than 140,000, payable on January 4, 2000.

C. Welfare Benefits Plans. The Executive and/or his family,  as the case may be,
shall be eligible for  participation  in and shall  receive all  benefits  under
welfare benefit plans, practices,  policies and programs provided by the Company
(including,  without  limitation,  medical,  prescription,  dental,  disability,
salary continuance,  group life,  accidental death and travel accident insurance
plans and programs) to the extent  applicable  generally to other  executives of
the Company.  The Company  reserves the right to modify,  suspend or discontinue
any and all of the above  plans,  practices,  policies  and programs at any time
without recourse by the Executive so long as such action is taken generally with
respect to other similarly  situated peer executives and does not single out the
Executive.

D. Expenses. The Executive shall be entitled to receive prompt reimbursement for
all  reasonable  employment  expenses  incurred  by him in  accordance  with the
policies,  practices and procedures as in effect generally with respect to other
executives of the Company.  Such employment  expenses will include,  but are not
limited to, reasonable costs to maintain the Executive's  California CPA license
and the related continuing education requirements.

E. Fringe Benefits. The Executive shall b entitled to fringe benefits, including
without  limitation (i) a car allowance of $8,400 per year,  payable in periodic
installments  in  accordance  with  the  Company's  customary  practices,   (ii)
reasonable access to the Company's  independent  auditors for personal financial
planning,  (iii) reasonable travel and entertainment expenses of the Executive's
spouse,  on an  actually  incurred  basis when  necessary  in  conjunction  with
participation in Company events, and (iv) such other benefits in accordance with
the plans,  practices,  programs and policies as may be in effect generally with
respect to the Chief Executive Officer of the Company.

F.  Vacation.  The  Executive  shall be entitled to four weeks of paid  vacation
annually, to be available and prorated monthly during the term of this Agreement
and otherwise to be consistent with the vacation policy and practice  applicable
to other executives of the Company.

G. Stock Options.  Within ten days following the Commencement  Date, the Company
shall deliver to the Executive one or more signed stock option  agreements dated
the  Commencement  Date evidencing the Executive's  right to purchase a total of
225,000  shares of the Company's  common stock at a price per share equal to the
closing  market  price  for the  Company's  common  stock on the New York  Stock
Exchange on the business day immediately  preceding the Commencement  Date. Such
stock options  shall have a ten-year term and shall be consistent  with the form
of stock options generally provided to the Company's executives, except that the
vesting shall be as follows:

     (i) 112,500 shares shall vest and become exercisable  immediately as of the
Commencement Date, and

     (ii)  56,250  shares  shall vest and become  exercisable  on the first date
subsequent  to May 5, 1999 on which the average  closing  price of the Company's
common  stock  traded on the New York  Stock  Exchange  during  any period of 90
consecutive  calendar days subsequent to the  Commencement  Date shall have been
greater than $14.00 per share, and

     (iii)  56,250  shares shall vest and become  exercisable  on the first date
subsequent  to  November  5,  2000 on which  the  average  closing  price of the
Company's  common stock traded on the New York Stock Exchange  during any period
of 90 consecutive  calendar days subsequent to the Commencement  Date shall have
been greater than $18.00 per share.

         All vested  portions of such  options  shall remain  exercisable  for a
period of three years following any  termination of the  Executive's  employment
other than for Cause.

H.      Sign-on Bonus. Within ten days following commencement of employment, the
Company will pay Executive $100,000 as a sign-on bonus.

IV.      TERMINATION.

A. Death or Disability. The Executive's employment shall terminate automatically
upon the  Executive's  death.  If the Company  determines in good faith that the
Disability  of  the  Executive  has  occurred  (pursuant  to the  definition  of
Disability  set forth  below),  it may give to the Executive  written  notice in
accordance  with Section XVII if its  intention  to  terminate  the  Executive's
employment.  In such event,  the  Executive's  employment with the Company shall
terminate  effective  on the  30th  day  after  receipt  of such  notice  by the
Executive,  provided that, within the 30 days after such receipt,  the Executive
shall not have returned to full-time  performance of his duties. For purposes of
this agreement,  "Disability"  shall mean a physical or mental  impairment which
substantially  limits a major life  activity of the  Executive and which renders
the Executive  unable to perform the essential  functions of his position,  even
with  reasonable  accommodation  which does not impose an undue  hardship on the
Company.   The  Company   reserves  the  right,  in  good  faith,  to  make  the
determination of Disability under this Agreement based upon information supplied
by the  Executive  and/or his medical  personnel,  as well as  information  from
medical personnel (or others) selected by the Company or its insurers.

B. Cause.  The Company may terminate the Executive's  employment for Cause.  For
purposes of this Agreement,  "Cause" shall mean that the Company, acting in good
faith based upon the information then known to the Company,  determines that the
Executive has engaged in or committed: willful misconduct; theft, fraud or other
illegal conduct;  failure to  substantially  perform his duties (other than such
failure  resulting from the  Executive's  Disability)  for a 30-day period after
written  demand for  substantial  performance  is  delivered by the Company that
specifically  refers to this  paragraph and  identifies  the manner in which the
Company  believes the  Executive  has not  substantially  performed  his duties;
insubordination;  any  willful act that is likely to and which does in fact have
the effect of injuring the  reputation or business of the Company;  violation of
any fiduciary duty; violation of the Executive's duty of loyalty to the Company;
or a breach of any material  term of this  Agreement  for a 30-day  period after
written  notification  is delivered by the Company that  specifically  refers to
this  paragraph  and  identifies  the manner in which the Company  believes  the
Executive had breached a material term of this  Agreement.  For purposes of this
paragraph,  no act,  or  failure  to  act,  on the  Executive's  part  shall  be
considered  willful  unless done or omitted to be done, by him not in good faith
and  without  reasonable  belief  that his  action or  omission  was in the best
interest of the Company.  Notwithstanding the foregoing, the Executive shall not
be deemed to have been terminated for Cause without delivery to the Executive of
a notice of  termination  signed by the  Company's  Chief  Executive  Officer or
Chairman  of the Board  stating  that in the good faith  opinion of the  officer
signing such notice,  the Executive  has engaged in or committed  conduct of the
nature  described in the second sentence of this  paragraph,  and specifying the
particulars thereof in detail.

C. Other than Cause or Death or  Disability.  The  Executive  or the Company may
terminate the Executive's  employment at any time,  without Cause, by giving the
other party to this  Agreement at least 30 days advance  written  notice of such
termination, subject to the provisions of this Agreement.

D. Obligations of the Company Upon Termination.

1.   Death or Disability.  If the Executive's employment is terminated by reason
     of the  Executive's  death or Disability,  this Agreement  shall  terminate
     without further  obligations to the Executive or his legal  representatives
     under  this  Agreement,  other  than for (a)  payment of the sum of (i) the
     Executive's  base salary  through the date of termination to the extent not
     theretofore  paid,  plus (ii) any earned  vacation  pay,  to the extent not
     theretofore paid (the sum of the amounts  described in clauses (i) and (ii)
     shall be hereinafter referred to as the "Accrued Obligations"), which shall
     be paid to the Executive or his estate or beneficiary,  as applicable, in a
     lump sum in cash within 30 days of the date of termination; and (b) payment
     to the  Executive  or his estate or  beneficiary,  as  applicable,  (i) any
     amounts due pursuant to the terms of any applicable  welfare benefit plans;
     (ii)  obligations  pursuant to the terms of any  outstanding  stock  option
     agreements; and (iii) obligations under the Company's 401(k) Savings Plan.

2.   Cause.  If the  Executive's  employment  is  terminated  by the Company for
     Cause,  this Agreement shall terminate  without further  obligations to the
     Executive other than for the timely payment of the Accrued Obligations.  If
     it is  subsequently  determined  that the  Company  did not have  Cause for
     termination  under this  Section  IV-D-2,  then the  Company's  decision to
     terminate  shall be deemed to have been made under  Section  IV-D-3 and the
     amounts  payable  thereunder  shall be the only amounts the  Executive  may
     receive for his termination.

3.    Other than Cause or Death or Disability.

     (a)  If, during the term of this Agreement,  (i) the Company terminates the
          Executive's employment for other than Cause or death or Disability, or
          (ii) the  Executive  terminates  his  employment  hereunder  with Good
          Reason (as defined  below),  this  Agreement  shall  terminate and the
          Executive shall be entitled to receive a severance  payment payable in
          one lump sum upon the termination of his employment in an amount equal
          to 200% of his Annual Compensation (as defined below).

         Any payment made pursuant to this Section IV-D-3(a) shall be reduced by
         all amounts  required to be withheld by applicable  law, and shall only
         be made in exchange for a valid release of all claims the Executive may
         have  against the Company in a form  acceptable  to the  Company.  Such
         payment shall constitute the sole and entire  obligation of the Company
         to  provide  any   compensation  or  benefits  to  the  Executive  upon
         termination,  except for obligations under the Company's 401(k) Savings
         Plan, obligations pursuant to the terms of any outstanding stock option
         agreements,  and except that the Company will also pay to the Executive
         any Accrued Obligation (as defined in Section IV-D-1).

     (b)  The term "Good Reason" means:

          (i)  if the  Executive's  annual base salary is reduced,  except for a
               general   one-time   "across-the-board"   salary   reduction  not
               exceeding  ten percent (10%) which is imposed  simultaneously  on
               all officers of the Company provided,  however,  that the minimum
               salary  increases  described in Section III.A.  shall continue to
               apply to any such reduced base salary; or

          (ii) if the Company  requires  the  Executive to be based at an office
               location  which will  result in an  increase  of more than thirty
               (30) miles in the Executive's one-way commute; or

          (iii)if the  Company  does not permit the  Executive  to  continue  to
               serve  as  the  Chief  Financial   Officer  or  another  mutually
               acceptable senior executive position; or

          (iv) if a Change of Control of the  Company  occurs  and,  at any time
               concurrent  with or during the six-month  period  following  said
               Change of  Control,  the  Executive  shall have sent to the Chief
               Executive Officer of the Company a written notice terminating his
               employment on a date specified in said notice.

     (c)  The  term  "Annual   Compensation"   means  an  amount  equal  to  the
          Executive's  annual  base  salary at the rate in effect on the date on
          which  the   Executive   received  or  gave  written   notice  of  his
          termination, plus the sum of (i) an amount equal to the average of the
          Executive's two most recent annual bonuses, if any, received under the
          Company's   Incentive   Compensation  Plan  prior  to  the  notice  of
          termination,  provided, however, that the amount to be included in the
          Executive's Annual Compensation  pursuant to this clause (i) shall not
          be less  than the  $140,000  guaranteed  amount of his bonus for 1999,
          (ii) the amount of the Executive's annual car allowance,  and (iii) an
          amount  determined  by the  Company  from  time to  time  in its  sole
          discretion  to be  equal  to  the  average  annual  cost  for  Company
          employees  of obtaining  medical,  dental and vision  insurance  under
          COBRA, which amount is hereby initially determined to be $5,000.

    (d) A "Change of Control" shall be deemed to have occurred if:

          (i)  any "person," as such term is used in Sections 13(d) and 14(d)(2)
               of the  Securities  Exchange  Act of 1934,  as amended (the "1934
               Act") is, becomes or enters a contract to become, the "beneficial
               owner," as such term is used in Rule 13d-3  promulgated under the
               1934 Act,  directly or  indirectly,  of  securities  representing
               twenty-five  percent  (25%) or more of the voting common stock of
               the Company;

          (ii) all or  substantially  all  of the  business  of the  Company  is
               disposed  of, or a  contract  is entered to dispose of all of the
               business of the Company pursuant to a merger, consolidation other
               transaction in which (a) the Company is not the surviving company
               or (b) the  stockholders  of the Company prior to the transaction
               do not  continue  to own at  least  sixty  percent  (60%)  of the
               surviving corporation; or

          (iii) the Company is materially or completely liquidated.

               Notwithstanding clause (i) above, a "Change of Control"
               shall  not be  deemed to have  occurred  solely  because a person
               shall  be,  become  or  enter  into  a  contract  to  become  the
               beneficial  owner of 25% or more,  but less than  40%,  of voting
               common stock of the Company, if and for so long as such person is
               bound by, and in  compliance  with,  a contract  with the Company
               providing that such person may not nominate,  vote for, or select
               more  than a  minority  of the  directors  of  the  Company.  The
               exception provided by the preceding sentence shall cease to apply
               with  respect  to  any  person  upon   expiration,   waiver,   or
               non-compliance  with any such contract,  by which such person was
               bound.  4.  Exclusive  Remedy.  The  Executive  agrees  that  the
               payments  contemplated  by this  Agreement  shall  constitute the
               exclusive and sole remedy for any  termination  of his employment
               and the  Executive  covenants  not to assert or pursue  any other
               remedies, at law or in equity, with respect to any termination of
               employment.

V.       ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement or Executive's  employment by the Company shall be settled exclusively
by arbitration,  conducted before a single neutral arbitrator in accordance with
the  American  Arbitration   Association's  National  Rules  for  Resolution  of
Employment  Disputes  as  then  if  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having jurisdiction; provided, however, that the
Company shall be entitled to seek a restraining order or injunction in any court
of competent  jurisdiction  to prevent any  continuation of any violation of the
provisions  of Sections  VI, VII, or VIII of this  Agreement  and the  Executive
hereby consents that such restraining order or injunction may be granted without
the necessity of the Company's posting any bond, and provided, further, that the
Executive shall be entitled to seek specific performance of his right to be paid
until the date of employment  termination  during the pendency of any dispute or
controversy  arising under or in connection  with this  Agreement.  The fees and
expenses of the arbitrator shall be borne by the Company.

VI.      ANTISOLICITATION.

         The  Executive  promises  and  agrees  that  during  the  term  of this
Agreement  (including any renewal) and for a period of one year  thereafter,  he
will not  influence or attempt to  influence  customers of the Company or any of
its present or future subsidiaries or affiliates, either directly or indirectly,
to divert their business to any individual,  partnership,  firm,  corporation or
other  entity  then in  competition  with the  business  of the  Company  or any
subsidiary or affiliate of the Company.

VII.     SOLICITING EMPLOYEES.

         The  Executive  promises  and  agrees  that,  for a period  of one year
following  termination  of his  employment,  he will not directly or  indirectly
solicit any of the Company  employees who earned  annually  $50,000 or more as a
Company employee during the last six months of his or her own employment to work
for any other business,  individual,  partnership,  firm, corporation,  or other
entity.

VIII.    CONFIDENTIAL INFORMATION

A. The  Executive,  in the  performance  of his duties on behalf of the Company,
shall have access to,  receive and be entrusted with  confidential  information,
including   but  not   limited  to   systems   technology,   field   operations,
reimbursements,  development, marketing, organizational,  financial, management,
administrative,  clinical, customer,  distribution and sales information,  data,
specifications  and  processes  presently  owned  or at any  time in the  future
developed, by the Company or its agents or consultants,  or used presently or at
any time in the future in the course of its business that is not otherwise  part
of the public  domain  (collectively,  the  "Confidential  Material").  All such
Confidential  Material  is  considered  secret  and  will  be  available  to the
Executive in  confidence.  Except in the  performance of duties on behalf of the
Company,  the  Executive  shall  not,  directly  or  indirectly  for any  reason
whatsoever,  disclose  or  use  any  such  Confidential  Material,  unless  such
Confidential  Material  ceases  (through  no  fault  of the  Executive's)  to be
confidential  because it has  become  part of the public  domain.  All  records,
files,  drawings,  documents,  notes, disks,  diskettes,  tapes, magnetic media,
photographs,  equipment and other tangible items, wherever located,  relating in
any way to the  Confidential  Material or otherwise to the  Company's  business,
which the  Executive  prepares,  uses or  encounters  during  the  course of his
employment,  shall be and remain the Company's  sole and exclusive  property and
shall  be  included  in the  Confidential  Material.  Upon  termination  of this
Agreement by any means,  or whenever  requested by the  Company,  the  Executive
shall promptly deliver to the Company any and all of the Confidential  Material,
not previously delivered to the Company,  that may be or at any time has been in
the Executive's possession or under the Executive's control.

B. The  Executive  hereby  acknowledges  that the  sale or  unauthorized  use or
disclosure of any of the Company's Confidential Material by any means whatsoever
and at any time  before,  during or after the  Executive's  employment  with the
Company shall constitute unfair competition.  The Executive agrees that he shall
not engage in unfair  competition either during the time employed by the Company
or any time thereafter.

IX.      PARACHUTE LIMITATION.

         Notwithstanding  any other provision of this  Agreement,  the Executive
shall not have any right to  receive  any  payment or other  benefit  under this
Agreement,  any other agreement,  or any benefit plan if such right,  payment or
benefit,  taking into account all other  rights,  payments or benefits to or for
the Executive under this Agreement, all other agreements, and all benefit plans,
would cause any right,  payment or benefit to the Executive under this Agreement
to be considered a "parachute  payment" within the meaning of Section 280G(b)(2)
of the Internal Revenue Code as then in effect (a "Parachute  Payment").  In the
event that the receipt of any such right or any other  payment or benefit  under
this  Agreement,  any other  agreement,  or any  benefit  plan  would  cause the
Executive  to be  considered  to have  received a Parachute  Payment  under this
Agreement,  then the Executive  shall have the right,  in the  Executive's  sole
discretion,   to  designate  those  rights,  payments  or  benefits  under  this
Agreement,  any other  agreements,  and/or any  benefit  plans,  that  should be
reduced or eliminated so as to avoid having the right, payment or benefit to the
Executive under this Agreement be deemed to be a Parachute Payment.

X.       SUCCESSORS.

A. This  Agreement is personal to the  Executive  and shall not,  without  prior
written consent of the Company, be assignable by the Executive.

B. This Agreement shall inure to the benefit of and be binding upon the Company,
its  subsidiaries  and its  successors  and  assigns  and any  such  subsidiary,
successor  or assignee  shall be deemed  substituted  for the Company  under the
terms of this  Agreement  for all  purposes.  As used  herein,  "successor"  and
"assignee" shall include any person, firm,  corporation or other business entity
which at any time,  whether  by  purchase,  merger  or  otherwise,  directly  or
indirectly  acquires  the stock of the Company or to which the  Company  assigns
this Agreement by operation of law or otherwise.

XI.      WAIVER.

         No waiver  of any  breach of any term or  provision  of this  Agreement
shall be  construed  to be,  nor shall be, a waiver of any other  breach of this
Agreement.  No waiver shall be binding unless in writing and signed by the party
waiving the breach.

XII.     MODIFICATION.

         This  Agreement may not be amended or modified  other than by a written
agreement executed by the Executive and the Company's Chairman.

XIII.    SAVINGS CLAUSE.

         If any provision of this Agreement or the  application  thereof is held
invalid, such invalidity shall not affect any other provisions or application of
the  Agreement  which  can be given  effect  without  the  valid  provisions  or
applications  and, to this end, the provisions of this Agreement are declared to
be severable.

XIV.     COMPLETE AGREEMENT.

         This Agreement  constitutes and contains the entire agreement and final
understanding  concerning the  Executive's  employment  with the Company and the
other subject matters  addressed  herein between the parties.  It is intended by
the  parties  as a  complete  and  exclusive  statement  of the  terms  of their
agreement.  It supersedes and replaces all prior negotiations and all agreements
proposed or otherwise,  whether  written or oral,  concerning the subject matter
hereof. Any  representation,  promise or agreement not specifically  included in
this Agreement  shall not be binding upon or  enforceable  against either party.
This is fully integrated agreement.

XV.      GOVERNING LAW.

         This  Agreement  shall be deemed to have been  executed  and  delivered
within the State of  California  and the rights and  obligations  of the parties
hereunder  shall be construed and enforced in accordance  with, and governed by,
the laws of the State of California without regard to principles of conflicts of
laws.

XVI.     CONSTRUCTION.

         In any construction to be made of this Agreement, the same shall not be
construed  against  any party on the basis that the party was the  drafter.  The
captions of this Agreement are not part of the provisions  hereof and shall have
no force or effect.

XVII.    COMMUNICATIONS.

         All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if  delivered  by hand
or by courier,  or if mailed by registered or certified mail,  postage  prepaid,
addressed to the  Executive  c/o Law Offices of Michael J.  Genovese at 2123 San
Joaquin Hills Road, Newport Beach, California, 92660 or addressed to the Company
at 3570 Hyland Avenue, Costa Mesa,  California,  92626,  Attention:  Senior Vice
President and General  Counsel,  with a copy to the attention of the Senior Vice
President, Human Resources. Either party may change the address at which notices
shall be given by written notice given in the above manner.

XVIII.   EXECUTION.

         This  agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.  Xerographic copies of such signed counterparts may
be used in lieu of the originals for any purpose.

IX.      LEGAL COUNSEL.

         The Executive and the Company  recognize that this is a legally binding
contract and  acknowledge  and agree that they have each had the  opportunity to
consult with legal counsel of their choice.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written.

   APRIA HEALTHCARE GROUP INC.                 THE EXECUTIVE




By:                                                      
   -------------------------------             --------------------------------
   Philip L. Carter                            John C. Maney
   Chief Executive Officer