EXHIBIT 10.35


            SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS  SECOND  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (this
"Amendment")  dated as of February __, 1999 is made among APRIA HEALTHCARE GROUP
INC.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  ("Apria") and the  Subsidiaries  of Apria  identified on the signature
pages of this  Amendment and any  Subsidiary  of Apria that,  subject to Section
9.13 of the Credit Agreement, shall have executed a Joinder Agreement (Apria and
such   Subsidiaries   are  referred  to   individually   as  a  "Borrower"  and,
collectively, as the "Borrowers"),  each of the financial institutions listed on
Schedule I to the Credit  Agreement  or that,  pursuant  to Section  13.4 of the
Credit Agreement, shall become a "Bank" thereunder (individually,  a "Bank" and,
collectively,  the "Banks"),  NATIONSBANK  OF TEXAS,  N.A.,  as the  Syndication
Agent,  and BANK OF  AMERICA  NATIONAL  TRUST AND  SAVINGS  ASSOCIATION,  as the
Administrative and Collateral Agent.

                                    RECITALS

     I. The Borrowers,  the Banks, the Syndication Agent and the  Administrative
and Collateral  Agent are parties to the Amended and Restated  Credit  Agreement
dated as of November 13, 1998, as amended by the First  Amendment to Amended and
Restated Credit Agreement dated as of January 13, 1999 (the "Credit Agreement"),
pursuant  to which the Banks  extended  certain  credit  to the  Borrowers. 

     II. Pursuant to certain sections of the Credit Agreement, Apria is required
to issue the Senior Subordinated Debentures on or prior to February 28, 1999.

     III. The Borrowers  have  requested  that the February 28, 1999 deadline be
extended to April 23, 1999.

     IV. The Banks are willing to  accommodate  the request of the  Borrowers on
the terms and conditions specified in this Amendment.


                                    AGREEMENT

     In consideration of the foregoing  premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment agree as follows:  

     1.  Amendment  to  Section  5.2(a)(E).  Section  5.2(a)(E)  of  the  Credit
Agreement is hereby  amended by replacing the date "February 28, 1999" set forth
in such section with the date "April 23, 1999".

     2.  Amendment  to Section  9.15.  Section  9.15 of the Credit  Agreement is
hereby  amended by  replacing  the date  "February  28,  1999" set forth in such
section with the date "April 23, 1999".

     3.  Amendment to Section  11.11.  Section 11.11 of the Credit  Agreement is
hereby  amended by  replacing  the date  "February  28,  1999" set forth in such
section with the date "April 23, 1999".

     4. Representations. Each of the  Borrowers  represents  and warrants to the
Banks that (a) it has the corporate or partnership power to execute, deliver and
perform the terms and  provisions of this  Amendment and has taken all necessary
corporate  or  partnership  action to  authorize  the  execution,  delivery  and
performance  by it of this  Amendment  and (b)  upon the  effectiveness  of this
Amendment,  no Default or Event of Default shall have occurred and be continuing
under the Credit Agreement. Each of Apria and its Material Subsidiaries has duly
executed and delivered this Amendment and this Amendment  constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, except as
enforceability  may be  limited by  bankruptcy,  reorganization,  moratorium  or
similar laws relating to or limiting creditors' rights generally or by equitable
principles   relating  to   enforceability.

     5. Conditions Precedent.  The effectiveness of this Amendment is subject to
the following:

          (i) the  receipt by the  Administrative  and  Collateral  Agent of the
          consent of the Required Banks;

          (ii) the  receipt by the  Administrative  and  Collateral  Agent of an
          opinion of Borrower's counsel in a form satisfactory to the Agents;

          (iii) the receipt by the  Administrative  and Collateral Agent of this
          Amendment, duly executed and delivered by each of the Borrowers; and

          (vii) an officer's  certificate of Apria to the effect that no Default
          or Event of Default  has  occurred or is  continuing  under the Credit
          Agreement  and  that  each  of  the   representations  and  warranties
          contained in Section 8 of the Credit Agreement are true and correct in
          all material respects as of the date of this Amendment with references
          to the Agreement being  references to the Agreement as amended by this
          Amendment.

     6. Reference to and Effect on the Credit Agreement, Notes and Guaranty.

          (a)  Except as  specifically  amended  by this  Amendment,  the Credit
          Agreement shall remain in full force and effect and is hereby ratified
          and confirmed.

          (b) This Amendment shall be construed as one with the Credit Agreement
          and the Credit Agreement shall,  where the context  requires,  be read
          and construed throughout so as to incorporate this Amendment.

          (c) All documents  executed in connection  with the Credit  Agreement,
          including, but not limited to, the Notes and the Guaranty shall remain
          in full force and effect and are hereby  ratified and  confirmed  with
          respect to the Credit Agreement, as amended hereby.

     7. Entire Agreement. This Amendment, together with the Credit Agreement and
the other documents  referred to in, or executed in connection  with, the Credit
Agreement  supersedes all prior agreements and understandings,  written or oral,
among the parties with respect to the subject matter of this Amendment.

     8.  Expenses.  The Borrowers  shall  reimburse the Agents on demand for all
reasonable  costs,   expenses  and  charges   (including,   without  limitation,
reasonable  fees and  charges of legal  counsel  and other  consultants  for the
Agents) incurred by the Agents in connection with the  preparation,  performance
or enforcement of this Amendment.

     9.  Successors and Assigns.  This Amendment shall be binding upon and inure
to the benefit of its  parties and their  respective  successors  and  permitted
assigns.

     10.  Severability.  Any provision of this  Amendment  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions   of  this   Amendment  and  any  such   prohibition   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     11. Captions. The captions and section headings appearing in this Amendment
are included  solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Amendment.

     12.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts  all of which when taken together shall constitute one and the same
instrument  and any of the parties to this  Amendment may execute this Amendment
by signing any such  counterpart;  signature pages may be detached from multiple
separate  counterparts  and  attached  to  a  single  counterpart  so  that  all
signatures are physically attached to the same document.

     13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.


     IN WITNESS  WHEREOF,  the parties to this  Amendment have caused their duly
authorized  officers to execute and deliver this  Amendment as of the date first
above written.

                                        APRIA HEALTHCARE GROUP INC.
                                        APRIA HEALTHCARE, INC.
                                        APRIACARE MANAGEMENT SYSTEMS, INC.
                                        APRIA NUMBER TWO, INC.
                                        APRIA HEALTHCARE OF NEW YORK STATE, INC.


                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:



                                         BANK OF AMERICA NATIONAL TRUST AND
                                         SAVINGS ASSOCIATION,
                                         as Administrative and Collateral Agent



                                         By:
                                            ------------------------------------
                                            Name: Christine Cordi
                                            Title: Vice President