EXHIBIT 10.2

                          EXECUTIVE SEVERANCE AGREEMENT


     This Executive  Severance  Agreement (this  "Agreement") is made as of this
28th  day of June,  1997,  between  Apria  Healthcare  Group  Inc.,  a  Delaware
corporation (the "Company"), and Michael J. Keenan (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 in such positions and
undertake such duties and have such authority as the Company,  through its Chief
Executive  Officer,  President  or  Board  of  Directors,  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  judgement  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 Chief Executive Officer or President 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 100% of his Annual Compensation, which shall
be paid in periodic  installments  in accordance  with the  Company's  customary
practice  over the  period  of one (1) year,  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,  (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 for 1997. In the event that the  Executive's  bonus for
one of the two calendar years preceding the calendar year in which the Executive
receives or gives  written  notice of  termination  was a prorated  bonus due to
Executive  having  worked a partial  year,  solely for  purposes of  calculating
Annual  Compensation,  the  Executive's  prorated bonus will be  recalculated to
reflect the bonus the Executive would have received had the Executive worked for
the entire year.

          (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.

          (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 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 J. Keenan
     4004 262nd Place SE
     Issaquah, WA  98029

     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: Senior Vice President, Human Resources

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.  Noncompetition.  The Executive promises and agrees that for a period of
one year following termination of his employment,  he will not enter business or
work with or for any business,  individual,  partnership,  firm,  corporation or
other  entity  then in  competition  with the  business  of the  Company  or any
subsidiary or affiliate of the Company.

     9.  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.

     10. 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 intangible 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.

     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
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, 9 or 10 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 is hereby  terminated
and canceled.

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

                               APRIA HEALTHCARE GROUP INC.



                                By:
                                   ------------------------------------------
                                   Name:  Steven T. Plochocki
                                   Title: President & Chief Operating Officer



                               EXECUTIVE



                               ----------------------------------------------
                               Name:  Michael J. Keenan