UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                         Amendment No. 1
                               on
                          FORM 10-K/A
(Mark One)

(X)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
( )        For the Fiscal Year Ended December 31, 1996
                               OR
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                 Commission File No. 000-19854

                  APRIA HEALTHCARE GROUP INC.
     (Exact name of Registrant as specified in its charter)

                Delaware                  33-0488566
    (State of other jurisdiction of    (I.R.S. Employer
     incorporation or organization)    Identification)

           3560 Hyland Avenue               92626
             Costa Mesa, CA               (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (714) 427-2000

  Securities registered pursuant to Section 12(b) of the Act:

            Common Stock, $0.001 par value per share
                        (Title of class)

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
                           Yes X   No

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will not be contained, to the best of Registrant's knowledge
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.

As  of March 7, 1997, there were outstanding 51,301,321 shares of
the Registrant's Common Stock, par value $0.001 ("Common Stock"),
which is the only class of Common Stock of the Registrant.  As of
March  7, 1997 the aggregate market value of the shares of Common
Stock held by non-affiliates of the Registrant, computed based on
the  closing  sale price of $20.00 per share as reported  by  New
York Stock Exchange, was approximately $994,275,400.

              Documents Incorporated by Reference
The  information  called  for  by Part  III  is  incorporated  by
reference  to the definitive Proxy Statement for the 1997  Annual
Meeting  of  Stockholders of the Registrant which will  be  filed
with  the  Securities and Exchange Commission not later than  120
days after December 31, 1996.
<PAGE>


Item 7  of  Part  II  of the Annual Report on Form 10-K  for  the
fiscal year ended December 31, 1996 is amended in its entirety as 
follows:


                                
                            PART II.

ITEM 7.                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS  OF OPERATIONS

      Basis  of Presentation:  Apria Healthcare Group Inc.  ("the
Company")  was  formed  by the merger of Abbey  Healthcare  Group
Incorporated  ("Abbey") and Homedco Group,  Inc.  ("Homedco")  in
June 1995 ("the merger").  This transaction was accounted for  as
a   pooling-of-interests  and,  accordingly,   the   consolidated
financial statements and narrative herewith reflect the  combined
financial position and operating results of Abbey and Homedco for
all periods presented.

RESULTS OF OPERATIONS

      Net  Revenues:  Net revenues increased 4.2% in 1996 to $1.2
billion  from $1.1 billion in 1995, and increased 17.7%  in  1995
from  1994 revenues of $962.8 million.  The modest growth in 1996
was  primarily attributable to volume increases in  managed  care
markets  and,  to  a  lesser  extent, traditional  markets.   The
increase in net revenues in 1995, as compared to 1994, was due to
volume  increases  in  managed  care  markets  and  new  business
generated   from   the   acquisition  of  several   complementary
companies.  Price competition in the managed care environment had
a mitigating impact on the growth in both 1996 and 1995.

      Respiratory  therapy,  infusion therapy  and  home  medical
equipment/other  revenues  represent  50.3%,  24.8%  and   24.9%,
respectively, of total 1996 net revenues.   In 1996,  respiratory
therapy  decreased  by 1.0%  largely because of  the  disruptions
caused  by the merger-related facility consolidations and systems
conversions.  Both of these factors caused a temporary  shift  in
focus  away  from traditional business, the impact of  which  was
greatest  on  the  respiratory line.  Infusion therapy  and  home
medical  equipment/other  grew  at  rates  of  10.0%  and   9.9%,
respectively.   The increases in both of these lines were largely
due to volume increases in managed care.  Also, the infusion line
benefited from focused sales force training on infusion therapy.

      Approximately 33% of the Company's revenues are  reimbursed
under  the  Federal Medicare program.  It is currently  uncertain
what impact the continuing changes in healthcare regulations  and
reimbursement may have on the Company's future revenues.

   
      Gross  Profit:  Gross margins were 66.1% in 1996, 68.2%  in
1995  and  70.1%  in 1994.  In general, gross margins  are  being
reduced  by the Company's increased participation in the  managed
care environment.  In 1996, the Company derived approximately 35%
of  its  revenues from managed care organizations.   The  intense
competition  in  the managed care market has caused  considerable
price  compression.  Also, competing in the managed  care  market
requires  a  broad  offering of products and services,  including
lower-margin  services,  medical  equipment  and  supplies.    To
address this downward pressure on gross margins, the Company  has
adopted  numerous  initiatives  including  the  establishment  of
automated  purchasing  budgets to more  effectively  control  the
purchase  and use of patient service equipment and supplies,  the
placement  of  sales  force initiatives on certain  higher-margin
products  and  services  and an effort to redirect  the  business
development focus toward higher-margin traditional referral/payor
sources.   In  addition,  during  the  fourth  quarter  of  1996,
Management  initiated a contract assessment process  whereby  the
Company's  top revenue-producing accounts are being reviewed  for
profitability.  The objective of the review is to renegotiate the
contracts  at  better  pricing,  improve  the  business  mix  and
eliminate  those  not  meeting acceptable  profitability  levels.
Further,   with  the  information  system  conversions  complete,
Management  now  has  access  to  standardized  information   not
previously  available.  Detailed management reporting  tools  are
being  developed  to quickly identify products and  services  not
meeting  profitability standards and to evaluate  product/service
mix at an individual branch level.
    

      Other  factors  impacting the 1996 gross margin  include  a
fourth  quarter adjustment of $10.0 million to provide for excess
and  obsolete patient service equipment and supplies and a  third
quarter  change  in the depreciable lives of certain  classes  of
patient  service  equipment.  The fourth quarter  adjustment  was
determined  based  on  the  results  of  the  Company's  year-end
physical  inventory and quantity reconciliation procedures.   The
change  in  depreciable lives was based on Management's  analysis
which  indicated  that the equipment would  continue  in  service
beyond the economic lives over which they were being depreciated.
The change resulted in a reduction to the cost of net revenues in
1996  of  $6.4 million of which $5.2 million related to a  single
asset type for which the depreciable life was extended from  four
to 12 months.

      The 1995 gross margin was impacted by an adjustment of $5.4
million  to  conform the accounting policies of  the  predecessor
companies for certain low dollar patient service equipment items,
supplies and accessories and a $7.5 million provision for  excess
and  obsolete patient service equipment and shrinkage  associated
with the Company's facility consolidations.

       Selling,   Distribution   and  Administrative:    Selling,
distribution and administrative expenses expressed as percentages
of  net revenues were 49.1%, 53.1% and 53.7%, for 1996, 1995  and
1994,  respectively.  Much of the improvement in 1996, and  to  a
lesser extent 1995, can be attributed to the successful execution
of   the  restructuring  and  consolidation  plan  initiated   in
conjunction with the merger (see Certain 1995 Operating Statement
Captions).   The primary sources of savings associated  with  the
plan   are   the  completed  employee  reductions  and   facility
consolidations.   Also contributing to the improvement in 1996 as
compared to 1995 was the cessation of  various integration  costs
included   in  the  1995  amount.   Such  costs,  which   totaled
approximately   $11.5  million,  included  employee   relocation,
temporary  and  transitional employee  costs,  overtime  pay  and
consulting.

     Further, Management continually evaluates its operating cost
structure  to identify opportunities to effectively minimize  the
cost of  providing healthcare.  Management reporting, budgets and
incentives  are  among  the  tools  being  utilized  to   control
operating costs.

     Provision for Doubtful Accounts:  The provision for doubtful
accounts as a percentage of net revenues was 5.7%, 8.9% and  4.9%
for  1996, 1995 and 1994, respectively.  Although lower than  the
1995 doubtful accounts provision rate, the 1996 rate exceeded the
1994 rate and reflects a fourth quarter increase to the allowance
for doubtful accounts of $9.0 million.  The increase was based on
Management's   year-end  analysis  of  accounts  receivable   and
resulted from an increase in the fourth quarter in accounts  aged
over 180 days.

      The  1995  provision for doubtful accounts  included  $26.3
million  for  an impairment in Abbey's infusion therapy  accounts
receivable, $5.5 million resulting from the application  of  more
conservative  allowance  percentages  to  Abbey's  home   medical
equipment and respiratory therapy accounts aged in excess of  180
days  and $13.0 million for the anticipated impact on realization
of   the  Company's  accounts  receivable  resulting  from  field
location   consolidations,  changes  in  billing  and  collection
personnel and information systems conversions (see LIQUIDITY  AND
CAPITAL  RESOURCES).   The circumstances  leading  to  the  $26.3
million  provision  for  Abbey's infusion  therapy  accounts  are
discussed below.

      Abbey had entered the infusion market primarily through its
acquisitions  of  Total Pharmaceutical Care,  Inc.,  ("TPC")  and
Protocare, Inc. ("Protocare") in November 1993 and January  1994,
respectively.  From the point of acquisition through the  end  of
1994, the receivables of the acquired TPC business were processed
centrally  in  two billing centers.  Cooperation  and  assistance
from the branch/pharmacy personnel responsible for the initiation
and  fulfillment of orders was an important aspect of centralized
billing  and  collection.  In mid-1994, many of  the  former  TPC
branch and region level managers were terminated due to the post-
acquisition integration of TPC's branch/pharmacy operations  into
Abbey's  organizational structure.  These changes had a  negative
impact  on  the  morale  of  the  branch/pharmacy  personnel  and
resulted  in  significant  turnover  and  less  cooperation  with
billing  center personnel.  Also in mid-1994, one of the  billing
centers  was  relocated and only a portion of the personnel  were
transferred  to  the  new location.  Consequently,  numerous  new
billing  and  collection employees were hired  and  trained.   In
early  1995, Abbey began to convert and, in some cases,  automate
for  the first time, the billing and collection procedures of the
acquired  TPC operations and convert and centralize  the  billing
and  collection  functions  of the acquired  Protocare  branches.
These changes, coupled with the announcements on March 1, 1995 of
the  Abbey/Homedco merger and later of branch consolidations, led
to  significant turnover of billing and collection  personnel  in
the  acquired  Protocare branches.  All of these  conditions  and
disruptions  had  a  negative impact  on  the  aging  of  Abbey's
infusion receivables.

      In  response  to the deteriorating aging, Abbey  management
deployed  additional resources and instituted programs  to  limit
potential  collection losses.  These efforts included  hiring  an
infusion  reimbursement specialist, reengineering the centralized
infusion billing center procedures, hiring additional manager and
director  level  personnel and instituting  collection  incentive
programs.

     In  the  third  quarter  of 1995, the  Company's  management
decided to transfer the infusion billing and collection processes
from  Abbey's recently converted centralized system to  Homedco's
decentralized,  branch-based system.  Many of the  incentive  and
other  programs instituted by Abbey management were  discontinued
in  order  to  focus  resources and efforts on completing  branch
consolidations,   effecting  the  planned   system   conversions,
training  personnel  in the proper use of  the  new  systems  and
improving   the  efficiency  and  effectiveness  of  the   intake
function. During the process, the centralized billing center  was
downsized and relocated a second time, pending permanent  closure
at  a  later  date.   Each of these post-merger decisions  caused
additional  turnover  at  the  billing  centers  responsible  for
collecting  the  existing  receivables  and  seriously   impacted
employee morale.

      In  connection with Management's 1995 post-merger  accounts
receivable  analysis,  serious consideration  was  given  to  the
impact  that the merger, planned branch consolidations and system
conversions  and  reductions in force would likely  have  on  the
already   unstable   condition  of  Abbey's   infusion   accounts
receivable.  As a result of a marked deterioration in  the  aging
of  Abbey's infusion accounts and other deteriorating  trends,  a
provision of $26.3 million was recorded.

      Employee Contracts, Benefit Plan and Claim Settlements:  In
1996,  the  Company recorded $14.8 million in  benefit  plan  and
claim  settlement  costs.  Included are  settlement  amounts  and
related  costs  of $5.3 million recorded in connection  with  two
legal  matters, settlement and associated costs of  $6.2  million
related  to  the  November 1996 termination of a proposed  merger
with  Vitas  Healthcare  Corporation  and  an  increase  in   the
estimated  accrual for the settlement loss on the termination  of
the Company's defined benefit pension plan of $3.3 million.

      Employee  contracts, benefit plan and claim settlements  of
$20.4   million  were  recorded  in  1995.   The  total  includes
approximately $14.4 million provided for employment  and  payroll
tax  related claims and lawsuits, $3.4 million to settle  certain
employee contracts, and a settlement loss of $2.3 million on  the
termination of the Company's defined benefit pension plan.

      Certain  1995 Operating Statement Captions:   In connection
with   the   merger,   the   Company  initiated   a   significant
consolidation  and  restructuring plan to  consolidate  operating
locations and administrative functions within specific geographic
markets.   The  plan  provided  for  a  workforce  reduction   of
approximately 1,220 employees, consolidation of approximately 120
operating facilities and conversion of branch operating locations
to a standardized information system.  The employee reduction and
branch  consolidations were substantially complete as of December
1995.   The  Company had also completed about  half  of  the  496
information system conversions as of December 1995; the remaining
system conversions were completed by September 1996.

      During  1995, a charge of approximately $68.3  million  was
recorded  in  connection with the consolidation and restructuring
plan.    The  primary  components  of  the  restructuring  charge
included  severance  and related costs of $21.5  million  due  to
workforce   reductions,  $22.2  million   associated   with   the
consolidation  of information systems, $23.1 million  related  to
the  closure of duplicate facilities and $1.5 million  for  other
restructuring activities.

      Merger  costs of approximately $12.2 million were  incurred
during  1995  and  consisted primarily  of  fees  for  investment
banking, legal, consulting, accounting, filing requirements, and,
as  required  by  the merger agreement, the cost  of  a  six-year
liability insurance policy covering directors and officers of the
predecessor  companies  against claims  arising  from  pre-merger
facts or events.

      Interest  Expense:  Interest expense increased in  1996  to
$49.2  million, from $42.9 million in 1995 and $37.2  million  in
1994.  The increases in both years are primarily due to increases
in  long-term  debt.   The  1996  increase  was  mitigated  by  a
reduction   in   interest  rates  (see  LIQUIDITY   AND   CAPITAL
RESOURCES).

     Income taxes:  Income tax expense for 1996 amounted to $18.7
million  and  represented  36%  of  income  before  taxes.    The
deductibility  in  1996 of certain accruals  and  merger  related
reserves established in 1995 resulted in a current year tax loss,
an  increase in refundable taxes due to a carryback of a  portion
of  the  tax  loss,  and a decrease in net deferred  tax  assets.
Management believes that future taxable income will be sufficient
to  assure  the realization of deferred tax assets,  net  of  the
recorded valuation allowance.

      The  1995  tax  benefit  of  $20.6  million  was  primarily
attributable   to   losses  related  to   merger   reserves   and
restructuring charges recorded during 1995.  Income  tax  expense
for  1994  represents the combined tax provisions of Homedco  and
Abbey.   The combined effective tax rate for 1994 was 43%,  which
exceeded  the statutory rate primarily because of the effects  of
non-deductible goodwill.


LIQUIDITY AND CAPITAL RESOURCES

     Cash used in the Company's operating activities for 1996 was
$59.3  million compared with $9.9 million in 1995 and $61,000  in
1994.   The primary contributor to the increased use of  cash  in
1996 and 1995 was the increase in accounts receivable.

     Accounts receivable, before allowance for doubtful accounts,
increased  $64.5  million  in 1996.  In addition,  the  Company's
average  collection  period increased to approximately  130  days
from  approximately 110 days in 1995 and 100 days in 1994.  These
conditions  are primarily attributable to disruptions and  delays
in  billing and collection activity associated with the Company's
conversion  of its field locations to a standardized  information
system  and a higher than normal turnover rate among billing  and
collection  personnel  in 1996 and, to a lesser  degree,  to  the
continuing   impact  of  facility  consolidations  and   employee
reductions  made  in late 1995 and early 1996 in connection  with
the Company's restructuring and consolidation plan.

      In connection with the facility consolidations, each branch
information system was first converted to the predominate  system
in  place  within its region.  Conversion of the  branches  to  a
standard, Company-wide system then occurred on a region-by-region
basis.   Because  of the conversion to interim systems  prior  to
final conversion, locations representing approximately 80% of the
Company's accounts receivable underwent conversion.  Of  the  496
planned  conversions, about half were completed by  December  31,
1995.   The  remaining  conversions,  comprised  mainly  of   the
Company's larger branches, were completed by September  30,  1996
with  125,  67  and 72 performed in the first, second  and  third
quarters, respectively.  These activities contributed to  billing
delays  and  errors  and, ultimately, difficulties  in  receiving
timely reimbursement.

       Management's   year-end   accounts   receivable   analysis
considered  the  continuing impact on the aging of  accounts  and
collection  activity  caused by system conversions  and  employee
turnover   and  the  degree  of  effectiveness  of  billing   and
collection  improvement programs initiated during the  year.   In
addition, Management conducted a review of patient billing  files
and   analyzed   subsequent  realization  for  selected   billing
locations.   Based  on  such analyses, Management  estimated  and
recorded in the fourth quarter of 1996 a $32.3 million adjustment
to reduce accounts receivable and net revenues and a $9.0 million
adjustment  to increase the allowance for doubtful accounts  (see
RESULTS OF OPERATIONS).

      Revenue  adjustments  result from  (1)  incorrect  contract
prices  entered  upon  service delivery due to  complex  contract
terms, a biller's lack of familiarity with a contract or payor or
an  incorrect  system price, (2) subsequent changes to  estimated
revenue  amounts  for  services  not  covered  by  a  preexisting
contract,  and  (3)  failure subsequent to  service  delivery  to
qualify  a patient for reimbursement due to lack of authorization
or  a missed filing or appeal deadline.  Revenue adjustments  are
typically   identified  and  recorded  at  the  point   of   cash
application  or  upon  account  review.   The  increase  in   the
Company's  average  collection period in 1996 has  increased  the
level   of  unidentified  revenue  adjustments  accumulating   in
accounts  receivable.   In addition, the  significant  number  of
system conversions performed in the second and third quarters  of
1996  and  the high rate of turnover among billing and collection
personnel  impeded  normal processing  and  account  reviews  and
resulted  in  an increased rate of billing errors in  the  second
half of 1996.

      To  mitigate  the  impact  of  conversion  disruptions  and
employee  turnover,  the  Company, among other  steps,  initiated
collection  incentive  programs with special  emphasis  on  older
accounts,  assembled  an accounts receivable  task  force,  hired
additional management level billing and collection personnel  and
initiated  reinforcement  training  for  the  billing  locations.
Subsequent to year-end, the Company took further steps to  reduce
the  incidence of billing errors.  These steps include a  process
review  of the field information system to identify opportunities
to   improve   billing  processing,  timeliness   and   accuracy,
validation of system pricing files and implementation of  billing
center  audits  to assess compliance with billing  practices  and
procedures.

      Cash  collections at locations that were converted in early
1996  have  shown recent improvement.  Because of the significant
number  of conversions completed in the second and third quarters
of  1996,  a  return to routine processing and normal  collection
timeframes  on a Company-wide basis is not expected  before  mid-
1997.

      The  Company centralized its accounts payable  function  in
connection  with  the consolidation and restructuring  plan.  The
centralization process disrupted day-to-day activities causing  a
processing  backlog, which was reflected in the accounts  payable
balance  at December 31, 1995.  During the first two quarters  of
1996,  the  backlog  was substantially eliminated,  resulting  in
significant outlays of cash.

       Other  factors  contributing  to  the  use  of  cash   and
corresponding  increase in long-term debt  include  purchases  of
patient service equipment and supplies to support business growth
and   payments  made  against  the  restructuring  accruals   for
severance  and  trailing  facility  costs.   Such  payments   are
expected  to  continue  through  the  year  2000,  according   to
contractual   terms.   Approximately  $32.0   million   in   data
processing equipment was purchased in 1996, much of which was  to
support the information systems conversions and enhancements  and
to  upgrade  and  standardize the consolidated  field  locations.
Hardware purchases in 1997 are planned at $15.0 million.   Income
tax  refunds  of  $6.4 million were received  in  1996,  and  the
application  of prior year payments and alternative  minimum  tax
credits  to current year estimated tax requirements reduced  cash
outlays  for  income taxes by $25.0 million.   During  1996,  the
Company made acquisitions of complementary businesses in specific
geographic  markets  which resulted in  cash  payments  of  $13.9
million.   The  issuance of Common Stock upon exercise  of  stock
options yielded $15.2 million in 1996.

      Effective  August  9,  1996, the Company  entered  into  an
agreement with a syndicate of banks which provides for borrowings
of  up  to  $800.0  million.  The agreement is structured  as  an
unsecured, five-year revolving line of credit, which provides for
variable  rate  interest  options including  the  higher  of  the
Federal  Funds  Rate plus 0.5% per annum or the Bank  of  America
"reference" rate, or a rate based on the London Interbank Offered
Rate  ("LIBOR")  plus up to 1.0% per annum. The LIBOR  option  is
subject  to  discount  if the Company achieves  certain  targeted
ratios  of  debt to earnings before interest, taxes, depreciation
and  amortization.  The agreement contains numerous  restrictions
including,   but   not  limited  to,  covenants   requiring   the
maintenance   of   certain  financial  ratios,   limitations   on
additional    borrowings,    capital    expenditures,    mergers,
acquisitions and investments and restrictions on cash  dividends,
loans  and other distributions.  Loan proceeds are being used  to
meet the working capital needs of the Company.

       The   Company  has  limited  involvement  with  derivative
financial instruments and does not use them for trading purposes.
Interest  rate  swap and cap agreements are used as  a  means  of
managing   the  Company's  interest  rate  exposure.   The   swap
agreements  are  contracts  to periodically  exchange  fixed  and
floating  interest rate payments over the life of the  agreement.
The  Company's exposure to credit loss under these agreements  is
limited   to   the  interest  rate  spread  in   the   event   of
nonperformance  by  the  counterparties to  the  contracts.   The
Company anticipates that the counterparties will be able to fully
satisfy  their obligations under the contracts.   The Company  is
currently  party  to two swap agreements:  an 18-month  agreement
covering  $280.0  million  in notional  principal  with  a  fixed
interest  rate  of 5.7% and a two-year agreement covering  $100.0
million of notional principal with a fixed interest rate of 5.6%.
Both  agreements  allow the counterparty an option  to  terminate
after  one  year; if these options are not exercised, the  $280.0
million  and $100.0 million contracts terminate in February  1998
and  November 1998, respectively.  In 1996, the Company  received
interest at a weighted average rate of 6.5% and paid interest  at
a  weighted  average  rate  of  6.1%,  the  difference  of  which
represents  the benefit derived by the Company under the  various
swap contracts in effect during the year.  Payment or receipt  of
the  interest  differential is made on a  monthly  and  quarterly
basis  for  the  $100.0  million and $280.0  million  agreements,
respectively, and recognized monthly in the financial  statements
as  an  adjustment  to interest expense. Under a  cap  agreement,
which  expired in July 1996, the Company limited the  three-month
LIBOR  rate  to 6.0% on outstanding indebtedness of up  to  $50.0
million.   The  Company did not derive any benefit from  the  cap
agreement in 1996.

      In 1995, all outstanding 6.5% convertible debentures, which
amounted  to $66.6 million, were converted into 4,771,962  shares
of Common Stock, at a conversion price of $13.97 per share.

      The  Company is currently in the third year of a  five-year
agreement  to purchase medical supplies totaling $112.5  million,
with annual purchases ranging from $7.5 million in the first year
to  $30.0  million in the third through fifth years.  Failure  to
purchase  at  least  90%  of  the annual  commitment  would  have
resulted in a penalty of 10% of the difference between the annual
commitment  and  actual purchases, beginning  with  the  12-month
period  ended August 31, 1996.  Actual purchases for that  period
exceeded the annual commitment by 54%.

      In March 1997, the Company sold its M&B Ventures, Inc. home
health  business,  which  operated in South  Carolina  under  the
assumed  business  name of Doctor's Home Health,  Inc.   Proceeds
from  the sale were approximately $2.4 million.  In January 1997,
the  Company  sold  all of its ordinary shares of  Omnicare  plc;
proceeds from the sale were approximately $2.8 million.

     In its 1994 sale of Abbey Pharmaceutical Services, Inc., the
Company  acquired warrants to purchase 248,000 shares  of  common
stock of Living Centers of America, Inc. at $35.00 per share.  No
value was assigned to the stock.

       Overall,  the  Company  believes  that  cash  provided  by
operations  and amounts available under its existing  credit  and
lease  financing  will  be  sufficient  to  finance  its  current
operations  for  at least the next two years.   At  December  31,
1996, availability under the credit facility was $379.5 million.

       The  Company  believes  that  inflation  has  not  had   a
significant impact on the Company's historical operations.
<PAGE>

                           SIGNATURES




Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.


                               APRIA HEALTHCARE GROUP INC.
                                        Registrant




March 27, 1997
                          ------------------------------------------
                          Lawrence H. Smallen
                          Chief Financial Officer,
                          Senior  Vice  President,Finance and Treasurer
                          (Principal Financial Officer)