EXHIBIT 10.34

                           APRIA HEALTHCARE GROUP INC.

                                 FIRST AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT
                                   AND CONSENT


     This FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT AND CONSENT
(this "Amendment") is dated as of January 15, 1999 and entered into by and among
Apria Healthcare Group Inc. ("Apria"), certain of its subsidiaries listed on the
signature pages of this Amendment  (collectively with Apria,  "Borrowers"),  the
financial   institutions  listed  on  the  signature  pages  of  this  Amendment
("Lenders"),  Bank of America  National  Trust and Savings  Association,  as the
Administrative  and Collateral  Agent ("Agent"),  and NationsBank,  N.A., as the
Syndication  Agent  ("Syndication  Agent"),  and is made with  reference to that
certain  Amended and Restated  Credit  Agreement,  dated as of November 13, 1998
(the  "Credit  Agreement"),   by  and  among  Borrowers,   Lenders,  Agent,  and
Syndication  Agent.  Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

     WHEREAS,  Apria has informed  Agent and Lenders that (i) Apria is currently
considering  issuing  non-convertible 9 1/2% Senior  Subordinated Notes due 2002
(the "1999 Senior  Subordinated  Notes") which contain terms  substantially  the
same as  those of the  Senior  Subordinated  Notes,  and  (ii)  Apria  currently
contemplates  amending the Indenture (the "Original  Indenture") relating to the
Senior   Subordinated   Notes,  by  means  of  a  Supplemental   Indenture  (the
"Supplemental Indenture"),  to add the "anti-layering" covenant described in the
disclosure  document  relating to the issue and sale of the Senior  Subordinated
Notes,  and Agent and  Lenders  are  willing to consent to these  actions as set
forth below; and

     WHEREAS,   Borrowers,  Agent,  and  Lenders  desire  to  amend  the  Credit
Agreement:  (i) to permit  the  impending  issuance  by Apria of either the 1999
Senior  Subordinated  Notes or the 10% Convertible  Subordinated  Debentures due
2004 (the "1999 Senior Subordinated Convertible Debentures," along with the 1999
Senior  Subordinated  Notes,  the "Senior  Subordinated  Debentures")  under the
Credit  Agreement;  (ii)  to  allow  Apria  to  issue  the  Senior  Subordinated
Debentures  at a discount and with original  issue  discount  thereon,  (iii) to
allow Apria to refinance  the Senior  Subordinated  Debentures on the same terms
and  conditions as the Senior  Subordinated  Notes may be  refinanced  under the
Credit Agreement; and (iv) to make certain other amendments as set forth below;

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1  Amendments to Certain Terms

     The  Credit  Agreement  is hereby  amended  by  deleting  the term  "Senior
Subordinated  Convertible  Debentures" in each instance it appears in the Credit
Agreement  and  substituting  in lieu  thereof  in each such  instance  the term
"Senior Subordinated Debentures."

1.2  Amendment to Section 1.1 of the Credit Agreement: Definitions 
     
     Section  1.1 of the Credit  Agreement  is hereby  amended by  deleting  the
definition  of "Senior  Subordinated  Convertible  Debentures"  therefrom in its
entirety and substituting the following therefor:

     "Senior  Subordinated  Debentures" shall mean the senior subordinated notes
or the  senior  subordinated  convertible  debentures  to be  issued  in 1999 in
accordance  with the provisions of Section 9.15 by Apria on terms and conditions
reasonably  satisfactory  to the  Administrative  and  Collateral  Agent and the
Required Banks."

1.3  Amendment to Section 5.2(a)(C): Provisions Relating to Mandatory Repayments

     Section  5.2(a)(C)  is  hereby  amended  by  deleting  the  phrase  "Senior
Subordinated  Notes" in each  instance  it  appears in  Section  5.2(a)(C),  and
substituting   in  lieu  thereof  in  each  such  instance  the  phrase  "Senior
Subordinated Notes or Senior Subordinated Debentures".

1.4  Amendment to Section 9.13:  Provisions Relating to Permitted Transactions

     Section 9.13(a)(v) is hereby amended by deleting the phrases
"such  Permitted  Transactions"  and "all such Permitted  Transactions"  in each
instance either such phrase appears in Section  9.13(a)(v),  and substituting in
lieu thereof in each such instance the term "such Permitted Transaction".

1.5  Amendment to Section 9.15: Provisions Relating to the Original Issue
     Discount

     Section 9.15 of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:

     "9.15 Senior Subordinated Debentures. The Borrowers shall diligently pursue
the issuance of the Senior  Subordinated  Debentures and on or prior to February
28, 1999,  the Borrowers  shall issue the Senior  Subordinated  Debentures in an
aggregate  principal  amount of at least  $50,000,000,  on terms and conditions,
including subordination  provisions,  satisfactory to the Required Banks and the
Administrative  and Collateral Agent, and 100% of the Net Indebtedness  Proceeds
of such issuance shall be used  contemporaneously  to permanently repay the Term
Loans pursuant to Section 5.2(a);  provided that if the gross cash consideration
(prior  to  payments  of  underwriters'  compensation,  commissions,  and  other
expenses of issuance) received by Apria is less than $50,000,000,  the amount of
the  repayment  under  Section  5.2(a)  will  be  supplemented  by  a  voluntary
prepayment  by Apria  under  Section  5.1 of a sum in an  amount  calculated  by
subtracting such gross cash consideration from $50,000,000, to be applied in the
same manner as the Net  Indebtedness  Proceeds of such  issuance;  and provided,
further that any original issue discount on such issuance of Senior Subordinated
Debentures may not, in any case, exceed $10,000,000."

1.6  Amendment to Section 10.5(i):  Provisions Relating to Indebtedness

     Section  10.5(i) of the Credit  Agreement is hereby amended and restated to
read in its entirety as follows:

          "(i)  the  Senior   Subordinated   Notes,   the  Senior   Subordinated
     Debentures,  and any  refinancing of the Senior  Subordinated  Notes or the
     Senior  Subordinated  Debentures  having a  maturity  of not less than five
     years and no scheduled  amortization and containing other terms,  including
     subordination provisions, acceptable to the Agents."

1.7  Amendment to Section 10.11(i):  Provisions Relating to Indebtedness Limits

     Clause (i) of Section  10.11(i) of the Credit  Agreement is hereby  amended
and restated to read in its entirety as follows:

          "(i) any Additional  Permitted  Subordinated  Indebtedness;  provided,
     however, that so long as no Default or Event of Default shall have occurred
     and be continuing or would result therefrom, Apria may refinance the Senior
     Subordinated Debentures in their entirety pursuant to Section 10.5(i),"

Section 2. CONSENT

2.1  Supplemental Indenture

     At the request of Borrowers, the undersigned Lenders, constituting Required
Banks,  and the Agent hereby consent to the amendment of the Original  Indenture
by means of the Supplemental Indenture.

2.2  Convertibility of Subordinated Debentures

     A. At the request of Borrowers,  and as required pursuant to the definition
of  "Senior  Subordinated  Debentures"  in,  and  Section  9.15 of,  the  Credit
Agreement (as amended hereby),  the undersigned Lenders,  constituting  Required
Banks, and the Agent hereby confirm that:

          (i)  the  terms  and  conditions  of  the  1999  Senior   Subordinated
     Convertible Debentures,  as described in the Registration Statement on Form
     S-3 previously  delivered to Agent and counsel for Agent are  satisfactory;
     and

          (ii) the terms and conditions of the 1999 Senior  Subordinated  Notes,
     as described in the Offering Memorandum  delivered to Agent and counsel for
     Agent on January 7, 1999, are satisfactory.

     B. The  confirmation set forth in this Section 2.2 also effects the consent
of Lenders  constituting  Required Banks and Agent to Apria's issuance of either
the  1999  Senior  Subordinated   Convertible  Debentures  or  the  1999  Senior
Subordinated Notes in accordance with the provisions of the Credit Agreement.

2.3  Effect of Consent

     Without  limiting the generality of the  provisions of subsection  13.13 of
the Credit Agreement, the consent set forth herein shall be limited precisely as
written and is provided solely for the purpose of permitting  Apria to amend the
Indenture  relating  to the  Senior  Subordinated  Notes and to issue the Senior
Subordinated  Debentures (as defined in Section 1.1 of the Credit Agreement,  as
amended  hereby),  and  this  Consent  does not  constitute,  nor  should  it be
construed  as, a waiver of compliance by Company with respect to any other term,
provision  or  condition  of the Credit  Agreement  or any other  instrument  or
agreement  referred to therein (whether in connection with the actions discussed
herein or otherwise).

Section 3. CONDITIONS TO EFFECTIVENESS

     Sections 1 and 2 of this  Amendment  shall become  effective  only upon the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):

          (i) on or before the First Amendment  Effective Date,  Borrowers shall
     deliver  to Agent  executed  copies  of this  Amendment,  dated  the  First
     Amendment Effective Date; and

          (ii) on or before the First  Amendment  Effective  Date, all corporate
     and  other  proceedings  taken  or to  be  taken  in  connection  with  the
     transactions   contemplated  hereby  shall  be  satisfactory  in  form  and
     substance to Agent.

Section 4. BORROWERS' REPRESENTATIONS AND WARRANTIES

     In order to induce  Lenders and Agent to enter into this  Amendment  and to
amend the Credit  Agreement in the manner provided herein,  Borrowers  represent
and warrant to each Lender and to Agent that the following  statements are true,
correct and complete:

          (i)  Corporate  Power and  Authority.  Each Borrower has all requisite
     corporate power and authority to enter into this Amendment and to carry out
     the transactions  contemplated  by, and perform its obligations  under, the
     Credit Agreement as amended by this Amendment (the "Amended Agreement").

          (ii)  Authorization of Agreements.  The execution and delivery of this
     Amendment  and the  performance  of the  Amended  Agreement  have been duly
     authorized by all necessary corporate action on the part of Borrowers.

          (iii) Governmental  Consents.  The execution and delivery by Borrowers
     of this Amendment and the performance by Borrowers of the Amended Agreement
     do not and will not require any registration  with, consent or approval of,
     or notice to, or other action to, with or by, any  federal,  state or other
     governmental authority or regulatory body.

          (iv) Binding Obligation. This Amendment and the Amended Agreement have
     been duly executed and delivered by Borrowers and are the legally valid and
     binding  obligations  of  Borrowers,  enforceable  against each Borrower in
     accordance  with  their  respective  terms,  except  as may be  limited  by
     bankruptcy, insolvency, reorganization, moratorium or similar laws relating
     to or limiting  creditors'  rights  generally  or by  equitable  principles
     relating to enforceability.

          (v)  Incorporation  of  Representations  and  Warranties  from  Credit
     Agreement. The representations and warranties contained in Section 8 of the
     Credit Agreement are and will be true, correct and complete in all material
     respects on and as of the First Amendment Effective Date to the same extent
     as  though  made  on  and as of  that  date,  except  to  the  extent  such
     representations  and warranties  specifically relate to an earlier date, in
     which case they were true, correct and complete in all material respects on
     and as of such earlier date.

          (vi) Absence of Default.  No event has occurred and is  continuing  or
     will result from the consummation of the transactions  contemplated by this
     Amendment that would constitute a Default or an Event of Default.

Section 5. MISCELLANEOUS

5.1  Reference to and Effect on the Credit Agreement and the Other Loan 
     Documents.  

     A. Except as specifically  amended by this Amendment,  the Credit Agreement
and the Security  Documents shall remain in full force and effect and are 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. On and after the First  Amendment  Effective Date, each reference in the
Credit Agreement to "this Agreement",  "hereunder",  "hereof", "herein" or words
of like import  referring  to the Credit  Agreement,  and each  reference in the
Security Documents to the "Credit Agreement",  "thereunder",  "thereof" or words
of like import  referring to the Credit  Agreement shall mean and be a reference
to the Amended Agreement.

     D. The execution,  delivery and  performance  of this Amendment  shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right,  power or remedy of Agent or any Lender under,
the Credit Agreement or any of the Security Documents.

5.2  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.

5.3  Fees and Expenses.

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

5.4  Successors and Assigns.

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

5.5  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.

5.6  Captions.

     The caption, section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.

5.7  Counterparts; Effectiveness.

     This  Amendment  may be  executed  in any  number  of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed an original,  but all such  counterparts
together shall constitute but one and the same  instrument;  signature pages may
be  detached  from  multiple  separate  counterparts  and  attached  to a single
counterpart  so that all  signature  pages are  physically  attached to the same
document.  This Amendment (other than the provisions of Sections 1 and 2 hereof,
the  effectiveness  of which is  governed  by  Section  3 hereof)  shall  become
effective  upon the  execution  of a  counterpart  hereof by  Borrowers,  Agent,
Syndication  Agent,  and Required  Banks and receipt by  Borrowers  and Agent of
written or  telephonic  notification  of such  execution  and  authorization  of
delivery thereof.

5.8  Applicable Law.  

     THIS  AMENDMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.

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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first written above.

Address for all Borrowers:

3560 Hyland Avenue                           APRIA HEALTHCARE GROUP INC.
Costa Mesa California 92626                  APRIA HEALTHCARE, INC.
Attn: Chief Financial Officer                APRIA NUMBER TWO, INC.
                                             APRIACARE MANAGEMENT SYSTEMS, INC.
Telephone:      (714) 427-2000               APRIA HEALTHCARE OF NEW YORK STATE,
Facsimile:      (714) 427-4332                INC.




                                             By: 
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                                                Name:
                                                Title: