EXHIBIT 10.37


                              AMENDED AND RESTATED
                          EXECUTIVE SEVERANCE AGREEMENT


     This Amended and Restated Executive  Severance Agreement (this "Agreement")
is made as of this 26th day of February,  1999,  between Apria  Healthcare Group
Inc.,  a  Delaware  corporation  (the  "Company"),  and  Michael  R.  Dobbs (the
"Executive").

                                    RECITALS

     A. It is the desire of the Company to retain the services of the  Executive
and to recognize the Executive's contribution to the Company.

     B. The Company and the Executive wish to set forth certain
terms and conditions of Executive's employment.

     C. The Company wishes to provide to the Executive  certain  benefits in the
event that his  employment is terminated by the Company  without cause or in the
event that he terminates employment for Good Reason (as defined below), in order
to  encourage  the  Executive's  performance  and  continued  commitment  to the
Company.

     NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto agree as
follows:

     1.  Positions  and  Duties.  The  Executive  shall  serve as the  Company's
Executive  Vice  President,  Logistics,  or in such  other  position  and  shall
undertake such duties and have such authority as the Company,  through its Chief
Executive  Officer,  shall  assign  to the  Executive  from  time to time in the
Company's sole and absolute discretion.  The Company has the right to change the
nature,  amount  or  level  of  authority  and  responsibility  assigned  to the
Executive at any time,  with or without  cause.  The Company may also change the
title or titles  assigned to the Executive at any time,  with or without  cause.
The Executive agrees to devote substantially all of his working time and efforts
to the business and affairs of the Company. The Executive further agrees that he
shall not undertake any outside  activities  which create a conflict of interest
with his  duties to the  Company,  or  which,  in the  judgment  of the Board of
Directors of the Company,  interfere  with the  performance  of the  Executive's
duties to the Company.

     2. Compensation and Benefits.

     (a)  Salary.  The  Executive's  salary  shall be such salary as the Company
assigns to him from time to time in  accordance  with its regular  practices and
policies.  The parties to this Agreement  recognize that the Company may, in its
sole discretion, increase such salary at any time.

     (b)  Bonuses.  The  Executive's  eligibility  to receive any bonus shall be
determined in accordance with the Company's Incentive Compensation Plan or other
bonus  plans as they shall be in effect  from time to time.  The parties to this
Agreement  recognize that such bonus plans may be amended  and/or  terminated by
the Company at any time.

     (c) Expenses. During the term of the Executive's employment,  the Executive
shall be entitled to receive  reimbursement  for all  reasonable  and  customary
expenses  incurred by the  Executive in  performing  services for the Company in
accordance  with the Company's  reimbursement  policies as they may be in effect
from time to time.  The parties to this  Agreement  recognize that such policies
may be amended and/or terminated by the Company at any time.

     (d) Other Benefits. The Executive shall be entitled to participate in all
employee  benefit plans,  programs and  arrangements of the Company  (including,
without limitation,  stock option plans or agreements and insurance,  retirement
and vacation plans, programs and arrangements),  in accordance with the terms of
such  plans,  programs or  arrangements  as they shall be in effect from time to
time  during  the  period of the  Executive's  employment.  The  parties to this
Agreement  recognize  that the  Company  may  terminate  or modify  such  plans,
programs or arrangements at any time.

     3. Grounds for Termination. The Executive's employment may be terminated on
any of the following grounds:

     (a)  Without  Cause.  The  Executive  or  the  Company  may  terminate  the
Executive's  employment at any time, without cause, by giving the other party to
this Agreement at least 30 days advance written notice of such termination.

     (b) Death.  The Executive's  employment  hereunder shall terminate upon his
death.

     (c)  Disability.  If,  as a result  of the  Executive's  incapacity  due to
physical or mental illness,  the Executive shall have been unable to perform the
essential  functions of his position,  even with reasonable  accommodation  that
does not impose an undue hardship on the Company,  on a full-time  basis for the
entire period of six (6) consecutive  months,  and within thirty (30) days after
written  notice of termination is given (which may occur before or after the end
of such  six-month  period),  shall not have returned to the  performance of his
duties  hereunder  on a  full-time  basis  (a  "disability"),  the  Company  may
terminate the Executive's employment hereunder.

     (d) Cause. The Company may terminate the Executive's  employment  hereunder
for cause. For purposes of this Agreement,  "cause" shall mean that the Company,
acting in good faith  based  upon the  information  then  known to the  Company,
determines that the Executive has engaged in or committed:  willful  misconduct;
theft, fraud or other illegal conduct; refusal or unwillingness to substantially
perform  his duties  (other than such  failure  resulting  from the  Executive's
disability) after written demand for substantial performance is delivered by the
Company that  specifically  identifies the manner in which the Company  believes
the Executive has not substantially performed his duties;  insubordination;  any
willful act that is likely to and which does in fact have the effect of injuring
the  reputation  or business of the Company;  violation of any  fiduciary  duty;
violation of the Executive's duty of loyalty to the Company;  or a breach of any
term of this Agreement. For purposes of this Section 3(d), no act, or failure to
act, on the Executive's part shall be considered  willful unless done or omitted
to be done,  by him not in good faith and  without  reasonable  belief  that his
action or omission was in the best interest of the Company.  Notwithstanding the
foregoing,  the Executive  shall not be deemed to have been terminated for cause
without  delivery  to the  Executive  of a notice of  termination  signed by the
Company's  Chairman or Chief  Executive  Officer stating that, in the good faith
opinion of the officer  signing such  notice,  the  Executive  has engaged in or
committed  conduct of the nature  described above in the second sentence of this
Section 3(d), and specifying the particulars thereof in detail.

     4. Payments upon Termination.

     (a) Without  Cause or with Good Reason.  In the event that the  Executive's
employment  is  terminated  by the  Company  for any reason  other  than  death,
disability or cause as defined in Section 3 (b), (c) and (d) of this  Agreement,
or in the event that the Executive terminates his employment hereunder with Good
Reason, the Executive shall be entitled to receive severance pay in an aggregate
amount equal to 200% of his Annual  Compensation,  which shall be payable in one
lump sum,  less any  amounts  required  to be  withheld  by  applicable  law, in
exchange for a valid  release of all claims the  Executive  may have against the
Company in a form  acceptable  to the Company.  The Company will also pay to the
Executive  any earned but unused  vacation  time at the rate of pay in effect on
the date of the notice of termination.

     (b) Annual  Compensation.  For purposes of this Section 4, the term "Annual
Compensation" means an amount equal to the Executive's annual base salary at the
rate in effect  on the date on which  the  Executive  received  or gave  written
notice of his termination, plus the sum of (i) an amount equal to the average of
the  Executive's  two most recent annual  bonuses,  if any,  received  under the
Company's  Incentive  Compensation  Plan  prior to the  notice  of  termination,
provided,  however, that if the date of such notice of termination shall precede
the date on which  bonuses  are paid to the  Company's  executives  for the 1999
fiscal  year,  then  the  amount  to  be  included  in  the  Executive's  Annual
Compensation  pursuant  to this  clause (i) shall be the amount of his bonus for
1998,  (ii) the  Executive's  annual car allowance,  if any, and (iii) an amount
determined  by the Company from time to time in its sole  discretion to be equal
to the average annual cost for Company  employees of obtaining  medical,  dental
and vision insurance under COBRA, which amount is hereby initially determined to
be $5,000.

     (c) Good  Reason.  For  purposes of this  Section 4 the term "Good  Reason"
means:

          (i) any reduction in the Executive's annual base salary,  except for a
general one-time  "across-the-board"  salary reduction not exceeding ten percent
(10%) which is imposed simultaneously on all officers of the Company; or

          (ii) the  Company  requires  the  Executive  to be based at an  office
location  which will result in an increase of more than thirty (30) miles in the
Executive's one-way commute; or

          (iii) there  shall occur a "change of control" of the Company  and, at
any time concurrent with or during the six-month period following such change of
control,  the Executive  shall have sent to the Chief  Executive  Officer of the
Company or the party acting in such capacity a written  notice  terminating  his
employment on a date specified in said notice.  For purposes of this  Agreement,
the term "change of control" shall mean the occurrence of one of the following:

               (1)  any  "person,"  as such  term is used in  Sections  13(d)and
                    14(d)(2) of the Securities  Exchange Act of 1934, as amended
                    (the "1934 Act") is, becomes or enters a contract to become,
                    the  "beneficial  owner," as such term is used in Rule 13d-3
                    promulgated under the 1934 Act,  directly or indirectly,  of
                    securities representing twenty-five percent (25%) or more of
                    the voting common stock of the Company;

               (2)  all or  substantially  all of the business of the Company is
                    disposed  of, or a contract  is entered to dispose of all of
                    the   business  of  the   Company   pursuant  to  a  merger,
                    consolidation  other transaction in which (a) the Company is
                    not the  surviving  company or (b) the  stockholders  of the
                    Company prior to the  transaction  do not continue to own at
                    least sixty percent (60%) of the surviving corporation;

               (3)  the Company is materially or completely liquidated; or

               (4)  any person  (other than the  Company)  purchases  any common
                    stock of the Company in a tender or exchange  offer with the
                    intent,  expressed or implied,  of  purchasing  or otherwise
                    acquiring control of the Company.

     Notwithstanding clause (1) above, a "change of control" shall not be deemed
to have  occurred  solely  because  a person  shall be,  become or enter  into a
contract to become the  beneficial  owner of 25% or more,  but less than 40%, of
the voting  common  stock of the  Company,  if and for so long as such person is
bound by, and in  compliance  with, a contract with the Company  providing  that
such  person may not  nominate,  vote for, or select more than a minority of the
directors of the Company. The exception provided by the preceding sentence shall
cease  to  apply  with  respect  to  any  person  upon  expiration,  waiver,  or
non-compliance with any such contract, by which such person was bound.

     (d) Release of all Claims.  The Executive  understands  and agrees that the
Company's  obligation to pay the Executive severance pay under this Agreement is
subject to the  Executive's  execution of a valid written  waiver and release of
all  claims  which  the  Executive  may have  against  the  Company  and/or  its
successors  in a  form  acceptable  to the  Company  in its  sole  and  absolute
discretion.

     (e)  Death,  Disability  or  Cause.  In  the  event  that  the  Executive's
employment is terminated  due to death,  disability or cause,  the Company shall
not be  obligated  to pay the  Executive  any amount  other than  earned  unused
vacation,  reimbursement for business expenses incurred prior to his termination
and in compliance  with the  Company's  reimbursement  policies,  and any unpaid
salary for days worked prior to the termination.

     5. Successors; Binding Agreement.

     (a) The Company will require any successor (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets of the  Company,  by  agreement  in form and  substance
satisfactory  to the  Executive,  to expressly  assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  succession  had taken  place.  Failure of the
Company to obtain such  assumption and agreement prior to the  effectiveness  of
any such  succession  shall be a breach of this  Agreement and shall entitle the
Executive  to  compensation  from the Company in the same amount and on the same
terms as he would be entitled to hereunder if he terminated  his  employment for
Good Reason, except that for purposes of implementing the foregoing, the date on
which  any  such  succession  becomes  effective  shall  be  deemed  the date of
termination.  As used in this  Agreement,  "Company"  shall mean the  Company as
herein  before  defined  and any  successor  to its  business  and/or  assets as
aforesaid which executes and delivers the agreement provided for in this Section
5 or which  otherwise  becomes  bound by all the  terms and  provisions  of this
Agreement by operation of law.

     (b) This Agreement and all rights of the Executive hereunder shall inure to
the  benefit  of and  be  enforceable  by  the  Executive's  personal  or  legal
representatives,  executors,  administrator,  successors,  heirs,  distributees,
devisees and legatees. If the Executive should die while any amounts would still
be payable to him  hereunder  if he had  continued  to live,  all such  amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to the  Executive's  devisee,  legatee,  or other designee or, if
there be no such designee, to the Executive's estate.

     6. Notices.  For the purposes of this Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given  when  delivered  or  (unless  otherwise
specified)  mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:

                  If to the Executive:

                  Michael R. Dobbs
                  5 Seacliff
                  Coto de Caza 92679

                  If to the Company:

                  Apria Healthcare Group Inc.
                  3560 Hyland Avenue
                  Costa Mesa, California 92626
                  Attention: Chief Executive Officer

                  With a copy to the attention of the Company's
                  Senior Vice President and General Counsel

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     7.  Antisolicitation.  The Executive  promises and agrees that,  during the
period of his employment by the Company and for a period of one year thereafter,
he will not influence or attempt to influence customers of the Company or any of
its present or future subsidiaries or affiliates, either directly or indirectly,
to divert their business to any individual,  partnership,  firm,  corporation or
other  entity  then in  competition  with the  business of the  Company,  or any
subsidiary or affiliate of the Company.

     8.  Soliciting  Employees.  The  Executive  promises  and agrees that for a
period  of one  year  following  termination  of his  employment,  he will  not,
directly or indirectly  solicit any of the Company employees who earned annually
$50,000 or more as a Company  employee  during the last six months of his or her
own employment to work for any other business,  individual,  partnership,  firm,
corporation, or other entity.


     9. Confidential Information.

     (a) The  Executive,  in the  performance  of his  duties  on  behalf of the
Company,  shall have  access to,  receive  and be  entrusted  with  confidential
information,  including but not limited to systems technology, field operations,
reimbursement,  development, marketing,  organizational,  financial, management,
administrative,  clinical, customer,  distribution and sales information,  data,
specifications  and  processes  presently  owned  or at any  time in the  future
developed, by the Company or its agents or consultants,  or used presently or at
any time in the future in the course of its business that is not otherwise  part
of the public  domain  (collectively,  the  "Confidential  Material").  All such
Confidential  Material  is  considered  secret  and  will  be  available  to the
Executive in  confidence.  Except in the  performance of duties on behalf of the
Company,  the  Executive  shall  not,  directly  or  indirectly  for any  reason
whatsoever,  disclose  or  use  any  such  Confidential  Material,  unless  such
Confidential  Material  ceases  (through  no  fault  of the  Executive's)  to be
confidential  because it has  become  part of the public  domain.  All  records,
files,  drawings,  documents,  notes, disks,  diskettes,  tapes, magnetic media,
photographs,  equipment and other tangible items, wherever located,  relating in
any way to the  Confidential  Material or otherwise to the  Company's  business,
which the  Executive  prepares,  uses or  encounters  during  the  course of his
employment,  shall be and remain the Company's  sole and exclusive  property and
shall  be  included  in the  Confidential  Material.  Upon  termination  of this
Agreement by any means,  or whenever  requested by the  Company,  the  Executive
shall promptly deliver to the Company any and all of the Confidential  Material,
not previously delivered to the Company, that may be or at any previous time has
been in the Executive's possession or under the Executive's control.

     (b) The Executive hereby  acknowledges that the sale or unauthorized use or
disclosure of any of the Company's Confidential Material by any means whatsoever
and at any time  before,  during or after the  Executive's  employment  with the
Company shall constitute unfair  competition.  The Executive agrees he shall not
engage in unfair  competition  either during the time employed by the Company or
any time thereafter.

     10.  Parachute  Limitation.  Notwithstanding  any other  provision  of this
Agreement,  the  Executive  shall not have any right to receive  any  payment or
other benefit under this Agreement,  any other agreement, or any benefit plan if
such right, payment or benefit,  taking into account all other rights,  payments
or benefits to or for the Executive under this Agreement,  all other agreements,
and all  benefit  plans,  would  cause any  right,  payment  or  benefit  to the
Executive under this Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b) (2) of the Internal Revenue Code as then in effect (a
"Parachute  Payment").  In the event  that the  receipt of any such right or any
other  payment or benefit  under this  Agreement,  any other  agreement,  or any
benefit  plan would cause the  Executive  to be  considered  to have  received a
Parachute Payment under this Agreement, then the Executive shall have the right,
in the  Executive's  sole  discretion,  to designate  those rights,  payments or
benefits under this Agreement,  any other agreements,  and/or any benefit plans,
that should be reduced or eliminated so as to avoid having the right, payment or
benefit  to the  Executive  under  this  Agreement  be deemed to be a  Parachute
Payment.

     11.  Modification  and  Waiver.  No  provisions  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing signed by the Executive and the Chief Executive  Officer or
the  President of the  Company.  No waiver by either party hereto at any time of
any breach by the other party hereto of, or  compliance  with,  any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of  California  without  regard to its conflicts of law
principles.

     12.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

     13.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

     14. Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement or  Executive's  employment by the Company shall be settled
exclusively by  arbitration,  conducted  before a single  neutral  arbitrator in
accordance  with the  American  Arbitration  Association's  National  Rules  for
Resolution of Employment Disputes as then in effect.  Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
the Company shall be entitled to seek a  restraining  order or injunction in any
court of competent  jurisdiction to prevent any continuation of any violation of
the provisions of Sections 7, 8 or 9 of this Agreement and the Executive  hereby
consents that such  restraining  order or injunction may be granted  without the
necessity of the Company's  posting any bond,  and provided,  further,  that the
Executive shall be entitled to seek specific performance of his right to be paid
until the date of employment  termination  during the pendency of any dispute or
controversy  arising under or in connection  with this  Agreement.  The fees and
expenses of the arbitrator shall be borne by the Company.

     15. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or  representative  of any party hereto;  and any prior agreement of the parties
hereto in respect of the subject  matter  contained  herein,  including  but not
limited to the Executive's Executive Severance Agreement dated June 29, 1998, is
hereby terminated and canceled.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.


                                    APRIA HEALTHCARE GROUP INC.



                                    By:
                                       ------------------------------------
                                       Philip L. Carter
                                       Chief Executive Officer



                                    EXECUTIVE



                                    ------------------------------
                                    Michael R. Dobbs