EXHIBIT 10.14

APRIA HEALTHCARE GROUP INC.
2003 PERFORMANCE INCENTIVE PLAN DIRECTOR STOCK OPTION AGREEMENT

THIS DIRECTOR STOCK
OPTION AGREEMENT (this Option Agreement) dated as of _____________,
20___, by and between APRIA HEALTHCARE GROUP INC., a Delaware corporation (the
Corporation), and ________________________________ (the
Grantee), evidences the nonqualified stock option (the
Option) granted by the Corporation to the Grantee as to the number of
shares of the Corporations Common Stock first set forth below.

|                                                                             
|-----------------------------------------------------------------------------
|Number of Shares of Common Stock:1  _____                                    
|Exercise Price per Share:1     $_______                                      
|Vesting:1,2  The Option is fully vested and
exercisable as of the Award Date.
|                                                                             

The Option is granted
under the Apria Healthcare Group Inc. 2003 Performance Incentive Plan (the
Plan) and subject to the Terms and Conditions of Director Stock Option
(the Terms) attached to this Option Agreement (incorporated herein by
this reference) and to the Plan. The Option has been granted to the Grantee in addition
to, and not in lieu of, any other form of compensation otherwise payable or to be paid to
the Grantee. The Option is not and shall not be deemed to be an incentive stock option
within the meaning of Section 422 of the Code. Capitalized terms are defined in the
Plan if not defined herein. The parties agree to the terms of the Option set forth herein.
The Grantee acknowledges receipt of a copy of the Terms, the Plan, and the Prospectus for
the Plan.

|GRANTEE
______________________________________Signature

______________________________________Print Name |  | APRIA HEALTHCARE GROUP INC.
a Delaware corporation

By:__________________________________

Print Name:___________________________

Title:________________________________
|----------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSENT OF SPOUSE

In consideration of the
Corporations execution of this Option Agreement, the undersigned spouse of the
Grantee agrees to be bound by all of the terms and provisions hereof and of the Plan.

|__________________________________ Signature of Spouse |  | ______________________Date
|------------------------------------------------------ |  | --------------------------

_________________ 1    Subject to adjustment under Section 7.1of the Plan. 2    Subject to early termination under Section 4of the Terms and
Section 7.4of the Plan.

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TERMS AND CONDITIONS OF DIRECTOR STOCK OPTION

1.     Vesting; Limits on Exercise.

The Option shall vest and
become exercisable as set forth on the cover page of this Option Agreement. The Option may
be exercised only to the extent the Option is vested and exercisable.

| |  | Cumulative Exercisability.  To the extent that the Option is vested and exercisable, the Grantee has the right to
exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or
earlier termination of the Option.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No Fractional Shares.  Fractional share interests shall be disregarded, but may be cumulated.                                                                                                                                                                            
| |  | Minimum Exercise.  No fewer than 100(1) shares of Common Stock may be purchased at any one time, unless the
number purchased is the total number at the time exercisable under the Option.                                                                               

2.     Service; Continuance of
Service Required; No Service Commitment.

The Grantee agrees to
serve as a member of the Board in accordance with the Corporations Certificate of
Incorporation, Bylaws, and applicable law. If the Option is not fully vested as of the
Award Date, the vesting schedule requires continued service through each applicable
vesting date as a condition to the vesting of the applicable installment of the Option and
the rights and benefits under this Option Agreement. Service for only a portion of the
vesting period, even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of services as provided in Section 4 below or under the
Plan. Nothing contained in this Option Agreement or the Plan constitutes a continued
service commitment by the Corporation or interferes with the right of the Corporation to
increase or decrease the compensation of the Grantee from the rate in existence at any
time.

3.     Method of Exercise of Option.

The Option shall be
exercisable by the delivery to the Secretary of the Corporation of a written notice
stating the number of shares of Common Stock to be purchased pursuant to the Option (or
completion of such other administrative exercise procedures as the Administrator may
require from time to time) and accompanied by:

| |  | payment in full for the Exercise Price of the shares to be purchased in
accordance with Section 5.5of the Plan, subject to such further limitations and
rules or procedures as the Administrator may establish from time to time as
to any non-cash payment;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | satisfaction of the tax withholding
provisions of Section 8.5of the Plan; and                                                                                                                                                                               
| |  | any written statements or agreements
required pursuant to Section 8.1of the Plan.                                                                                                                                                                           

4.     Early Termination of Option.

4.1
    Possible
Termination of Option upon Change in Control. The Option is subject to termination in
connection with a Change in Control Event or certain similar reorganization events as
provided in Section 7.4 of the Plan.  Notwithstanding any provision of the
Plan to the contrary, upon (or as may be necessary to give effect to the acceleration,
immediately prior to) a Change in Control Event, the vesting of any outstanding and
otherwise unvested portion of the Option shall be accelerated and such portion of the
Option shall be deemed to thereupon be fully vested.

4.2
    Termination
of Option upon a Termination of Grantees Services. Subject to earlier
termination on the Expiration Date of the Option or pursuant to Section 4.1 above,
if the Grantee ceases for any reason to be a member of the Board (the last day that the
Grantee is a member of the Board is referred to as the Grantees Severance
Date):

| |  | the Grantee  will have until the date that is 90 days after his or her
Severance  Date to exercise the Option (or portion thereof) to the extent that it was
vested on the Severance Date;                    
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Option, to the extent not vested
on the Severance Date, shall terminate on the Severance Date; and                                                                                                        
| |  | the Option, to the extent  exercisable
for the 90-day period following the Severance Date and not exercised during
such period, shall terminate at the close of business on the last day of the 90-day period.

If the termination of the
Grantees services as a Board member is a result of the Grantees death or
permanent disability (within the meaning of Section 22(e)(3) of the Code or as
otherwise determined by the Board), then the 90-day period reference in the preceding
paragraph shall be extended to one year from the Severance Date, subject to earlier
termination of the Option on the Expiration Date of the Option or as contemplated by
Section 4.1.

5.    
          Non-Transferability.

The Option and any other
rights of the Grantee under this Option Agreement or the Plan are nontransferable and
exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan.

6.     Notices.

Any notice to be given
under the terms of this Option Agreement shall be in writing and addressed to the
Corporation at its principal office to the attention of the Secretary, and to the Grantee
at the address last reflected on the Corporations records, or at such other address
as either party may hereafter designate in writing to the other. Any such notice shall be
given only when received, but if the Grantee is no longer a member of the Board, shall be
deemed to have been duly given by the Corporation when enclosed in a properly sealed
envelope addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.

7.     Stock Ownership Requirements.

The Option and all rights
of Grantee under this Option Agreement or in connection with any Common Stock purchased
pursuant to this Option Agreement are and shall be subject to, and Grantee agrees to be
bound by, all of the terms and conditions of the Stock Ownership Requirements Agreement
for Directors between the Corporation and Grantee and the Requirements
referenced and defined therein.

8.     Plan.

The Option and all rights
of the Grantee under this Option Agreement are subject to, and the Grantee agrees to be
bound by, all of the terms and conditions of the Plan, incorporated herein by this
reference. In the event of a conflict or inconsistency between the terms and conditions of
this Option Agreement and of the Plan, the terms and conditions of the Plan shall govern.
The Grantee agrees to be bound by the terms of the Plan and this Option Agreement
(including these Terms). The Grantee acknowledges having read and understanding the Plan,
the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly
provided in other sections of this Option Agreement, provisions of the Plan that confer
discretionary authority on the Board or the Administrator do not and shall not be deemed
to create any rights in the Grantee unless such rights are expressly set forth herein or
are otherwise in the sole discretion of the Board or the Administrator so conferred by
appropriate action of the Board or the Administrator under the Plan after the date
hereof.

9.     Entire Agreement.

This Option Agreement
(including these Terms) and the Plan together constitute the entire agreement and
supersede all prior understandings and agrements, written or oral, of the parties hereto
with respect to the subject matter hereof. The Plan and this Option Agreement may be
amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing
and signed by the Corporation. The Corporation may, however, unilaterally waive any
provision hereof in writing to the extent such waiver does not adversely affect the
interests of the Grantee hereunder, but no such waiver shall operate as or be construed to
be a subsequent waiver of the same provision or a waiver of any other provision hereof.

10.     Governing Law.

This Option Agreement
shall be governed by and construed and enforced in accordance with the laws of the State
of Delaware without regard to conflict of law principles thereunder.

11.     Effect of this Agreement.

This Option Agreement
shall be assumed by, be binding upon and inure to the benefit of any successor or
successors to the Corporation.

12.     Counterparts.

This Option Agreement may
be executed simultaneously in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.

13.     Section Headings.

The section headings of
this Option Agreement are for convenience of reference only and shall not be deemed to
alter or affect any provision hereof.