EXHIBIT 10.24


                           APRIA HEALTHCARE GROUP INC.

                                  NON-QUALIFIED
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (this "Agreement") is made by and between APRIA
HEALTHCARE GROUP INC., a Delaware corporation (the "Corporation"), and PHILIP L.
CARTER, an individual (the "Employee").

                               W I T N E S S E T H

     WHEREAS,  pursuant to an Employment  Agreement (herein so called) dated May
5, 1998,  between  Employee and the  Corporation,  the Corporation has agreed to
grant the  Employee  the right and  option  to  purchase  750,000  shares of the
Corporation's  Common Stock,  par value $0.001 per share (the "Common Stock") on
the terms and conditions described in the Employment Agreement;

     WHEREAS, the Corporation has satisfied a portion of its
obligation to grant stock options to the Employee under the Employment Agreement
by granting the Employee a stock option (the "1997 Plan Option") to purchase all
or any part of 100,000 Shares of Common Stock  pursuant to the Apria  Healthcare
Group Inc. 1997 Stock Incentive Plan (the "1997 Plan"),  effective as of the 5th
day of May, 1998 (the "Award Date");

     WHEREAS,  the Corporation has satisfied a further portion of its obligation
to grant  stock  options  to the  Employee  under the  Employment  Agreement  by
granting the Employee a stock option (the "1992 Plan Option") to purchase all or
any part of 200,000  shares of Common  Stock  pursuant  to the Apria  Healthcare
Group Inc.  Amended and  Restated  1992 Stock  Incentive  Plan (the "1992 Plan")
effective as of the Award Date;

     WHEREAS,  the  Corporation  has  determined to satisfy the remainder of its
obligation  to grant stock  options to the Employee  pursuant to the  Employment
Agreement by granting  the  Employee an option under this  Agreement to purchase
450,000  shares of  Common  Stock  which  are not to be  issued  under any stock
incentive plan; and

     WHEREAS,  the option  evidenced  hereby is not  intended to  constitute  an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

     NOW, THEREFORE,  in consideration of the mutual promises and covenants made
herein and the mutual  benefits to be derived  herefrom,  the  parties  agree as
follows:

          1. Defined  Terms.  Capitalized  terms used and not otherwise  defined
     herein shall have the meanings assigned to such terms in the 1997 Plan.


          2. Grant of Option.  This Agreement  evidences the Corporation's grant
     to the Employee of the right and option to purchase,  on and subject to the
     terms and  conditions set forth in this Agreement and in the 1997 Plan, all
     or any part of 450,000  shares of Common Stock (the  "Shares") at the price
     of $9.00 per Share (the "Option"),  exercisable from time to time,  subject
     to the provisions of this  Agreement and the 1997 Plan,  prior to the close
     of business on May 5, 2008 (the "Expiration Date"). It is the intent of the
     Corporation that (i) the Option shall be a nonqualified stock option within
     the meaning of Section 422 of the Code, and (ii) as more fully described in
     Section 10 below, although the Option is not being issued under or pursuant
     to any qualified stock incentive plan of the  Corporation,  for purposes of
     administrative   convenience  it  shall,  to  the  extent  applicable,   be
     administered and processed by the Corporation and the Employee as if it had
     been issued under the 1997 Plan.

          3.  Exercisability of Option. The Option shall vest and be exercisable
     (i) as to 75,000 Shares at any time from and after the Award Date;  (ii) as
     to 187,500 Shares on the first date  subsequent to May 5, 1999 on which the
     average  Fair  Market  Value of the  Common  Stock  during any period of 90
     consecutive  calendar  days  subsequent  to the Award  Date shall have been
     greater than $14.00 per share;  and (iii) as to 187,500 Shares on the first
     date  subsequent to November 5, 2000 on which the average Fair Market Value
     of the  Common  Stock  during any period of 90  consecutive  calendar  days
     subsequent to the Award Date shall have been greater than $18.00 per share.
     Notwithstanding  the  foregoing,  any unvested  portion of the Option shall
     immediately  vest and  become  exercisable  (i) in the event a  "Change  of
     Control" (as such term is defined in the  Employment  Agreement  (herein so
     called) between the Employee and the Corporation  dated May 5, 1998) occurs
     subsequent  to  January  1,  1999;  (ii) in the event  that the  Employee's
     employment is terminated  prior to November 5, 2000 (a) by the  Corporation
     for any  reason  other  than for  "Cause"  (as  defined  in the  Employment
     Agreement),  or (b) by the Employee  with "Good  Reason" (as defined in the
     Employment Agreement,  but not including a termination for "Good Reason" as
     defined in Section  IV-D-3(b)-(iv)  thereof if the  Employee  gives  notice
     terminating his employment  prior to January 1, 1999);  and (iii) on May 5,
     2005,  regardless  of whether a "Change of Control" has  occurred  prior to
     that date.

     Except as provided in Section 6 below, once the Option becomes  exercisable
     with respect to a portion of the Shares, the Employee  shall have the right
     thereafter to purchase any of such exercisable Shares, in whole or in part,
     from  time  to  time;  and  such  right  shall  continue  until the Option
     terminates  or expires.  The Option  shall only be  exercisable  in respect
     of whole Shares and fractional share interests shall  be  disregarded.  The
     Option may only be exercised  as to at least 100 Shares,  unless the number
     purchased is the total number at the time available for  purchase under the
     Option.

          4. 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 to be  purchased  pursuant  to the Option and
     accompanied  by payment made in accordance  with and in a form permitted by
     Section 2.2 of the 1997 Plan for the full  purchase  price of the Shares to
     be purchased,  subject to such further  limitations and rules or procedures
     as the  Committee  may  from  time to  time  establish  as to any  non-cash
     payment.  Subject to the express  approval of the  Committee at the time of
     exercise and  applicable  law, the purchase price may be paid in full or in
     part by a note meeting the  requirements of Section 1.9 of the 1997 Plan or
     by shares of Common Stock already owned by the Employee; provided, however,
     that any shares delivered which were initially  acquired upon exercise of a
     stock  option or otherwise  acquired  from the  Corporation  must have been
     owned by the Employee for at least six months  before the date of exercise.
     Shares used to satisfy the exercise  price of the Option shall be valued at
     their Fair Market Value on the date of exercise. In addition,  the Employee
     (or the Employee's  Beneficiary or Personal  Representative)  shall furnish
     any assurances and representations  required pursuant to Section 6.4 of the
     1997 Plan.

          5. Continuance of Employment.  Nothing contained herein or in the 1997
     Plan  shall  confer  upon  the  Employee  any  right  with  respect  to the
     continuation  of  employment  by  the  Corporation  or  any  Subsidiary  or
     interfere in any way with the right of the Corporation or of any Subsidiary
     at any time to  terminate  such  employment  or to increase or decrease the
     compensation of the Employee from the rate in existence at any time.

          6. Effect of Termination of Employment or Death;  Change in Subsidiary
     Status.  The  Option  and all other  rights  hereunder,  to the  extent not
     exercised,  shall  terminate  and become  null and void at such time as the
     Employee ceases to be employed by either the Corporation or any Subsidiary,
     provided,  however,  that  --------  (i) all vested  portions of the Option
     shall  remain  exercisable  for a  period  of  three  years  following  any
     termination of the Employee's employment other than for "Cause" (as defined
     in the Employment Agreement), and (ii) if the Employee should die or become
     permanently  disabled  (within the meaning of Code  Section 22 (e)(3) or as
     otherwise  defined by the Committee)  while employed by the  Corporation or
     any  Subsidiary  or during the  three-year  period  described in clause (i)
     above,  then the Option may be exercised  within a period of one year after
     the date of such death or disability  or, if later,  at any time before the
     end of such three-year period.  Notwithstanding  the foregoing,  the Option
     shall not be  exercisable  under any  circumstances  by anyone  under  this
     Section 6, or otherwise, after the Expiration Date.

     If the Employee is employed by an entity  which ceases to be a  Subsidiary,
     such  event  shall  be  deemed  for  purposes  of  this Section  6 to be a
     termination of the Employee's employment by the Corporation  other than for
     "Cause." Absence from work caused by  military service or  authorized  sick
     leave  shall not be considered as a termination of  employment for purposes
     of this Section 6.

          7. Adjustment;  Termination of Option Upon Certain Events.  The Option
     is subject to  adjustment  pursuant to Section 6.2 of the 1997 Plan and, to
     the extent  permitted  by Section  6.2(c) of the 1997 Plan,  the  Committee
     retains the right to terminate (prior to the Expiration Date) the Option to
     the extent not previously exercised.

          8.  Non-Transferability  of Option. The Option and any other rights of
     the  Employee  under  this  Agreement  or the Plan are  nontransferable  as
     provided in Section 1.8 of the 1997 Plan (subject to the limited exceptions
     set forth therein).

          9. Notices.  Any notice to be given under the terms of this  Agreement
     shall be in writing  and  addressed  to the  Corporation  at its  principal
     executive offices, to the attention of the Secretary and to the Employee at
     the address given beneath the Employee's signature hereto, or at such other
     address as either  party may  hereafter  designate in writing to the other.
     Any such  notice  shall be deemed to have been duly given  when  personally
     delivered or 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.

          10. Plan. The Option is not being issued under the 1997 Plan. However,
     the Option and all rights of Employee  under this Agreement are subject to,
     shall be administered under, and the Employee agrees to be bound by, all of
     the terms and  conditions  of the  provisions  of the 1997 Plan (other than
     those  restricting the maximum number of shares which may be the subject of
     the award of stock  options to an  individual  in any one  calendar  year),
     which 1997 Plan is incorporated herein by this reference, as if it had been
     issued thereunder.  In the event of a conflict or inconsistency between the
     terms and  conditions of this  Agreement  and the 1997 Plan,  the terms and
     conditions of the 1997 Plan shall govern. The Employee acknowledges receipt
     of a copy of the 1997 Plan,  and  agrees to be bound by the terms  thereof.
     Unless  otherwise  expressly  provided in other sections of this Agreement,
     provisions  of the 1997 Plan that  confer  discretionary  authority  on the
     Committee  (or the  Board) do not (and  shall not be deemed  to) create any
     rights in the Employee unless such rights are expressly set forth herein or
     are  otherwise in the sole  discretion  of the  Committee (or the Board) so
     conferred by  appropriate  action of the Committee (or the Board) under the
     1997 Plan after the date hereof and  evidenced in a writing  authorized  by
     the Committee.

          11. Compliance With Law. The Corporation shall use its best efforts to
     register the Shares under the  Securities Act of 1933 as soon as reasonably
     possible  following the date of the full and final  execution  hereof.  The
     Option and the  issuance  and  delivery of Shares of Common Stock under the
     Option are  subject to  compliance  with all  applicable  federal and state
     laws, rules and regulations (including but not limited to state and federal
     securities  law and federal margin  requirements)  and to such approvals by
     any listing, regulatory or governmental authority as may, in the opinion of
     counsel for the  Corporation,  be  necessary  or  advisable  in  connection
     therewith.  Any Shares of Common Stock  delivered under the Option shall be
     subject to such  restrictions,  and the Employee shall, if requested by the
     Corporation, provide such assurances and representations to the Corporation
     as the  Corporation  may deem  necessary or desirable to assure  compliance
     with all applicable legal requirements.

          12. Entire  Agreement.  This  Agreement,  the 1997 Plan, the 1997 Plan
     Option and the 1992 Plan Option  together  constitute the entire  agreement
     and supersede all prior understandings and agreements,  written or oral, of
     the parties hereto with respect to the grant of options to acquire  750,000
     shares of Common Stock contemplated by the Employment  Agreement.  The 1997
     Plan and this Agreement may be amended  pursuant to Section 6.6 of the 1997
     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 Employee hereunder, but no such waiver shall operate or be construed
     to be a  subsequent  waiver of the same  provision or a waiver of any other
     provision hereof.

          13.  Governing Law. This 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.

          14.  Satisfaction of Requirements. The issuance by the  Corporation of
     this Agreement,  together  with  the  1997  Plan  Option  and the 1992 Plan
     Option,  constitutes  complete  satisfaction  of  the  obligations  of the
     Corporation under Section III (G) of the Employment Agreement.

     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Agreement  to be
executed  on its  behalf  by a duly  authorized  officer  and the  Employee  has
hereunto set his or her hand.

EMPLOYEE                                    APRIA HEALTHCARE GROUP INC.
                                            (a Delaware corporation)

-------------------------------
Signature

                                            By:
Philip L. Carter                                  ------------------------------
10520 Wilshire Blvd., #702
Los Angeles, California 90024               Title: 
                                                  ------------------------------

Date:                                       Date: 
     ---------------------------                  ------------------------------


<PAGE>




                                CONSENT OF SPOUSE

     In consideration of the execution of the foregoing Stock  Option  Agreement
by Apria Healthcare  Group Inc., I,____________________________,  the  spouse of
the  Employee  therein  named,  do hereby join with  my spouse in executing the
foregoing Stock Option Agreement and do  hereby  agree to be bound by all of the
terms and  provisions  thereof and of the 1997 Plan.



DATED: 
                                           -------------------------------------
                                           Signature of Spouse