EXHIBIT 10.31


                     SECOND AMENDMENT TO SECURITY AGREEMENT


     THIS SECOND AMENDMENT TO SECURITY  AGREEMENT (this "Amendment") dated as of
November 13, 1998 is made between Apria Healthcare Group Inc., Apria Healthcare,
Inc.,  ApriaCare  Management  Systems,  Inc.,  Apria  Number  Two,  Inc.,  Apria
Healthcare of New York State,  Inc.  (collectively,  the "Obligors") and Bank of
America National Trust and Savings Association, as Administrative and Collateral
Agent for the Banks (as defined below) (the "Agent").

                                    RECITALS

     I. The Obligors,  the Banks, the Syndication  Agent and the  Administrative
Agent are parties to the Credit Agreement dated as of August 9, 1996, as amended
by the First  Amendment to Credit  Agreement,  dated as of April 22,  1997,  the
Second  Amendment  to Credit  Amendment,  dated as of August 8, 1997,  the Third
Amendment to Credit  Agreement  and Waiver,  dated as of January 30,  1998,  the
Fourth Amendment to Credit Agreement and Waiver, dated as of March 13, 1998, and
the Fifth Amendment to Credit  Agreement and Waiver,  dated as of April 15, 1998
(as so amended,  the "Existing  Credit  Agreement")  pursuant to which the Banks
extended certain credit to the Obligors.

     II. The Obligors and the Administrative and Collateral Agent are parties to
the Security  Agreement,  dated as of March 13, 1998 (the "Security  Agreement")
pursuant to which the Obligors granted the Administrative and Collateral Agent a
security  interest in certain  assets of the  Obligors  to secure the  Obligors'
obligations under the Existing Credit Agreement.

     III. At the request of the  Obligors,  the  Administrative  and  Collateral
Agent,  the Banks and the  Obligors  have  entered  into an Amended and Restated
Credit Agreement,  dated of even date herewith (the "Credit Agreement") pursuant
to  which  the  parties  have  restructured  the  terms of the  Existing  Credit
Agreement.

     IV.  The  Security  Agreement   currently  grants  the  Administrative  and
Collateral Agent a security interest in the Obligor's receivables.

     V.  As a  condition  precedent  to  the  Banks  entering  into  the  Credit
Agreement, the Obligors have agreed to amend the Security Agreement to grant the
Administrative  and  Collateral  Agent  a  security  interest  in the  Obligors'
operating  accounts,  deposit  accounts and  investment  accounts into which the
Obligors' receivables are deposited.

                                    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  1.01.  Section 1.01 of the Security  Agreement is
hereby   amended  to  include  the  following  new  definition  in  its  correct
alphabetical order:

     "Securities  Account Control  Agreement" shall mean the Securities  Account
     Control Agreement,  dated as of November 13, 1998 between the Obligors, the
     Administrative  and  Collateral  Agent and Bank of  America  NT & SA as the
     securities intermediary..

     2.  Amendment to Section  2.01.  Section 2.01 of the Security  Agreement is
hereby  amended by (a)  deleting the "and" at the end of  paragraph  "(i)",  (b)
relettering  the current  paragraph "(j)" to paragraph "(k)" and (c), adding the
following new paragraph "(j)":

     (j) all investment property, security entitlements,  cash, deposit accounts
     and investment  accounts of such Obligor,  including but not limited to the
     Securities   Accounts  (as  defined  in  the  Securities   Account  Control
     Agreement) and the investment accounts described on Annex 6; and

     3.  Representations.  Each of the Obligors  represents  and warrants to the
Administrative  and  Collateral  Agent that 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.  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.

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

     (a) the effectiveness of the Credit Agreement; and

     (b)  the  receipt  by the  Administrative  and  Collateral  Agent  of  this
     Amendment, duly executed and delivered by each of the Obligors.

     5. Reference to and Effect on the Security Agreement.

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

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

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

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

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

     9.  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.

     10. 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.

     11.  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.

     12. 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: Phillip Carter
                                      Title: Chief Financial Officer



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


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


<PAGE>
                                                                 ANNEX 6 


1.   Bank of America  National  Trust and  Savings  Association  Account  Number
     781-1002625 in the name of Apria Healthcare  Group, Inc.

2.   Bank of America  National  Trust and  Savings  Association  Account  Number
     201982001  in  the  name  of  Apria  Healthcare,  Inc.  

3.   Provident Fund Processing  Company Account Number 480-895871 in the name of
     Apria Healthcare, Inc.