EXHIBIT 10.12


                                AMENDMENT 1996-1

                           APRIA HEALTHCARE GROUP INC.
                       1991 NONQUALIFIED STOCK OPTION PLAN



     WHEREAS,  Apria Healthcare  Group Inc. (the "Company")  maintains the Apria
Healthcare Group Inc. 1991 Nonqualified Stock Option Plan (the "Plan); and

     WHEREAS,  the  Company  has the right to amend the  Plan,  and the  Company
desires to amend the Plan to reflect recent resolutions  adopted by the Board of
Directors;

     NOW,  THEREFORE,  the Plan is hereby  amended,  effective as of October 28,
1996, as follows:

     1. The  first  paragraph  of  Section 4 of the Plan is  amended  to read as
follows:

          "Section 4.  Administration.  This Plan shall be  administered  by the
     Board  or  the  Compensation   Committee  appointed  by  the  Board,  which
     Compensation  Committee shall be comprised only of two or more directors or
     such greater number of directors as may be required under  applicable  law,
     each of whom (i) in respect of any decision at a time when the  participant
     affected by the decision may be subject to Section 162(m) of the Code shall
     be an "outside director" within the meaning of Treasury  Regulations issued
     under Code Section 162(m), and/or (ii) in respect of any decision at a time
     when the  participant  may be subject  to  Section 16 under the  Securities
     Exchange  Act of  1934  (the  "Exchange  Act"),  shall  be a  "non-employee
     director"  within the  meaning of Rule  16b-3(b)(3)  promulgated  under the
     Exchange  Act.  The Board or the  Compensation  Committee,  when  acting as
     administrator  of  this  Plan,  shall  hereinafter  be  referred  to as the
     'Administrative Committee'."


     2. The following Section 25 is hereby added to the Plan:

     "Section 25. Plan Construction.

          (a) Rule 16b-3.  It is the intent of the Company that  transactions in
     and affecting Options in the case of participants who are or may be subject
     to Section 16 of the Exchange Act satisfy any then applicable  requirements
     of Rule 16b-3 so that such persons will be entitled to the benefits of Rule
     16b-3 or other  exemptive  rules under  Section 16 of the  Exchange  Act in
     respect  of  these  transactions  and will not be  subjected  to  avoidable
     liability thereunder.  If any provision of this Plan or of any Option would
     otherwise  frustrate  or conflict  with the intent  expressed  above,  that
     provision to the extent possible shall be interpreted and deemed amended so
     as  to  avoid  such   conflict,   but  to  the  extent  of  any   remaining
     irreconcilable  conflict  with  such  intent  as to  such  persons  in  the
     circumstances, such provision shall be deemed void.

          (b)  Section  162(m).  It is the further  intent of the  Company  that
     Options with an exercise  price not less than Fair Market Value on the date
     of grant  that are  granted to a  participant  who is subject to Section 16
     under the  Exchange  Act shall  qualify as  performance-based  compensation
     under  Section  162(m) of the  Code,  and this  Plan  shall be  interpreted
     consistent with such intent."


     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Amendment to the Plan on this ___ day of ___________, 1996.

                                       APRIA HEALTHCARE GROUP INC.

                                       By: ______________________________

                                          Its:  _________________________