EXHIBIT 10.13
                                                          

                                AMENDMENT 1996-1

                           APRIA HEALTHCARE GROUP INC.
                              AMENDED AND RESTATED
                            1992 STOCK INCENTIVE PLAN



     WHEREAS,  Apria Healthcare  Group Inc. (the "Company")  maintains the Apria
Healthcare  Group Inc.  Amended  and  Restated  1992 Stock  Incentive  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. Subsection IV(a) of the Plan is amended to read as follows:

          "(a) Composition of Committee.  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 Exchange Act,
     shall be a "non-employee  director"  within the meaning of Rule 16b-3(b)(3)
     promulgated under the Exchange Act."


     2.  Subsection  XV(f) of the Plan is  amended  in its  entirety  to read as
follows:

     "(f) Plan Construction.

          (1) 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.

          (2)  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: _________________________