EXHIBIT 3.2


                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                          APRIA HEALTHCARE GROUP INC.,
                             A DELAWARE CORPORATION,
                                      INTO
                      ABBEY HEALTHCARE GROUP INCORPORATED,
                             A DELAWARE CORPORATION

                        --------------------------------
                         PURSUANT TO SECTION 253 OF THE
                        DELAWARE GENERAL CORPORATION LAW
                        --------------------------------

     Pursuant  to  the  provisions  of  Section  253  of  the  Delaware  General
Corporation  Law, Abbey Healthcare Group  Incorporated,  a Delaware  corporation
(the "Corporation"), hereby certifies as follows:

     FIRST:  The name  and  state of  incorporation  of each of the  constituent
corporations to the merger are:

                                                      State of
                   Name                            Incorporation
                   ----                            -------------

     Abbey Healthcare Group Incorporated             Delaware

     Apria Healthcare Group Inc.                     Delaware

     SECOND:  The  Corporation  owns 100  percent of the  outstanding  shares of
common stock of Apria Healthcare Group Inc., a Delaware corporation ("Sub"). The
common stock of Sub is the only outstanding class of stock of Sub.

     THIRD: The Board of Directors of the Corporation duly adopted  resolutions,
by unanimous  written  consent on June 26, 1995,  authorizing  the merger of Sub
into  the  Corporation,   with  the  Corporation  continuing  as  the  surviving
corporation  (the  "Surviving  Corporation"),  pursuant  to  Section  253 of the
Delaware General Corporation Law ("DGCL"). Such resolutions, which are set forth
below,  have not been  modified or rescinded and are in full force and effect on
the date hereof:

          RESOLVED,that  the appropriate  officers of the  Corporation  are, and
     each of them hereby is, authorized and directed,  in the name and on behalf
     of the Corporation,  to take all actions  necessary in order to form, prior
     to the effective time of the merger of the Corporation  with Homedco Group,
     Inc., a Delaware  corporation  (the "Homedco  Merger"),  a new wholly owned
     subsidiary  of the  Corporation  ("Sub")  under  the  laws of the  State of
     Delaware.

          RESOLVED   FURTHER,   that  pursuant  to  Section  253  of  the  DGCL,
     immediately  after the effective time of the Homedco  Merger,  Sub shall be
     merged with and into the  Corporation,  with the Corporation  continuing as
     the surviving corporation (the "Surviving  Corporation"),  pursuant to said
     merger (the "Sub Merger"),  the Corporation shall change its corporate name
     to Apria Healthcare Group Inc.

          RESOLVED  FURTHER,  that the directors and officers of the Corporation
     shall be the directors and officers of the  Surviving  Corporation  and the
     Bylaws of the Corporation shall be the Bylaws of the Surviving Corporation.

          RESOLVED  FURTHER,  that the  appropriate  officers of the Corporation
     are, and each of them hereby is,  authorized and directed,  in the name and
     on behalf of the  Corporation,  to execute and file with the  Secretary  of
     State of the State of Delaware a  Certificate  of  Ownership  and Merger in
     such form as the officers  executing the same shall approve,  the signature
     of such officers of the  Corporation  thereon to be conclusive  evidence of
     such approval.

          RESOLVED FURTHER, that the Sub Merger shall become effective,  and the
     corporate  existence of Sub shall cease, upon the filing of the Certificate
     of  Ownership  and  Merger  with the  Secretary  of State  of  Delaware  in
     accordance with Sections 103 and 253 of the DGCL.

          RESOLVED FURTHER,  that the outstanding shares of capital stock of the
     Corporation shall be unaffected by the Sub Merger and each such outstanding
     share shall  remain  unchanged  and continue to remain  outstanding  as one
     share of capital stock of the Corporation.

          RESOLVED  FURTHER,  that by virtue of the Sub Merger and  without  any
     action on the part of the holder thereof,  each then  outstanding  share of
     capital  stock of Sub  shall be  cancelled  and no  consideration  shall be
     issued in respect thereof.

          RESOLVED FURTHER,  that all actions heretofore taken by any officer or
     director of the  Corporation in connection  with any matter  referred to or
     contemplated  in any of the foregoing  resolutions be, and they hereby are,
     approved, ratified and confirmed in all respects.

     FOURTH: The Restated Certificate of Incorporation of Abbey Healthcare Group
Incorporated shall be the Restated Certificate of Incorporation of the Surviving
Corporation,   except  that  Article  FIRST  of  the  Restated   Certificate  of
Incorporation shall be amended to read in its entirety as follows:

          "FIRST: The name of the Corporation is Apria Healthcare Group Inc."

Dated:  June 28, 1995

                                   ABBEY HEALTHCARE GROUP
                                   INCORPORATED



                                   By: /s/ LAWRENCE H. SMALLEN
                                      -----------------------------------
                                      Lawrence H. Smallen
                                      Chief Financial Officer, Vice President-
                                      Finance, Secretary and Treasurer