<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>

<!-- MARKER FORMAT-SHEET="Para Default" FSL="Default" -->
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As filed with the Securities and
Exchange Commission on April 21, 2004</font></p>

<p align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registration No. 333-_______ </FONT></P>


<!-- MARKER FORMAT-SHEET="Head center bold" FSL="Workstation" -->
<P ALIGN="CENTER"><FONT SIZE="4"><B>UNITED STATES<BR>SECURITIES AND EXCHANGE
COMMISSION</b></font><BR><FONT SIZE="3"><b>Washington, D.C. &nbsp;20549</B> </FONT></P>

<HR SIZE=1  width=25% align=center color=black NOSHADE>

<!-- MARKER FORMAT-SHEET="Head center bold 1" FSL="Default" -->
<P ALIGN="CENTER"><FONT SIZE="3">FORM S-8<BR>REGISTRATION STATEMENT<BR>UNDER<BR>
THE SECURITIES ACT OF 1933 </FONT></P>

<HR SIZE=1  width=25% align=center color=black NOSHADE>

<!-- MARKER FORMAT-SHEET="Head center bold" FSL="Default" -->
<P ALIGN="CENTER"><FONT SIZE="4"><B>APRIA HEALTHCARE GROUP INC.</B></font>
<BR><font size=2>(Exact name of Registrant as Specified in its Charter)</FONT></P>

<HR SIZE=1  width=25% align=center color=black NOSHADE>

<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" width=80% align=center>
<TR VALIGN="BOTTOM">
     <TH></TH>
     <TH></TH></TR>
<TR VALIGN="TOP">
     <TD width=50% align=center><FONT SIZE="2">Delaware<BR>(State or Other Jurisdiction of <BR>
Incorporation or Organization)</FONT></TD>
     <TD width=50% align=center><FONT SIZE="2">33-0488566<BR>(I.R.S. Employer<BR>
      Identification No.)</FONT></TD>
</tr>
</TABLE>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>26220 Enterprise Court<BR>
Lake Forest, California &nbsp;92630<BR>(Address, Including Zip Code, of Principal Executive Offices)
</FONT></P>
<HR SIZE=1  width=25% align=center color=black NOSHADE>
<P ALIGN="CENTER"><FONT SIZE="4"><B>Apria Healthcare Group Inc. 2003 Performance Incentive Plan</B></font>
<BR><font size=2>(Full Title of the Plan)</FONT></P>

<HR SIZE=1  width=25% align=center color=black NOSHADE>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Robert S. Holcombe, Esq.<BR>
Executive Vice President, General Counsel and Secretary<BR>Apria Healthcare Group Inc.<BR>26220
Enterprise Court<BR>Lake Forest, California &nbsp;92630<BR>(949) 639-2000<BR>
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) </FONT></P>

<HR SIZE=1  width=25% align=center color=black NOSHADE>

<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" width=100%>
<TR VALIGN="BOTTOM">
     <TH colspan=5><BR><BR>CALCULATION OF REGISTRATION FEE</TH>
</TR>

<TR VALIGN="BOTTOM">
     <TH colspan=5><hr size=1 color=black width=100% noshade></TH>
</TR>

<TR VALIGN="TOP">
     <TD width=32% align=left><FONT SIZE="2"><BR>Title of<BR>securities<BR>to be registered</FONT></TD>
     <TD width=17% align=left><FONT SIZE="2"><BR>Amount<BR>to be<BR>registered</FONT></TD>
     <TD width=17% align=left><FONT SIZE="2">Proposed<BR>maximum<BR>offering price<BR>per unit</FONT></TD>
     <TD width=17% align=left><FONT SIZE="2">Proposed<BR>maximum<BR>aggregate<BR>offering price</FONT></TD>
     <TD width=17% align=left><FONT SIZE="2"><BR>Amount of<BR>registration<BR>fee</FONT></TD>
</TR>


<TR VALIGN="TOP">
     <TD colspan=5><hr size=1 color=black width=100% noshade></TD>
</TR>
<TR VALIGN="TOP">
     <TD align=left><FONT SIZE="2">Common Stock, par<BR>value $0.001 per share</FONT></TD>
     <TD align=left><FONT SIZE="2">6,500,000<BR>shares <SUP>(1)</SUP> </FONT></TD>
     <TD align=left><FONT SIZE="2">$28.75&nbsp;<SUP>(2)</SUP> </FONT></TD>
     <TD align=left><FONT SIZE="2">$186,875,000&nbsp;<SUP>(2)</sup></FONT></TD>
     <TD align=left><FONT SIZE="2">$23,678&nbsp;<SUP>(2)</sup></FONT></TD>
</TR>
<TR VALIGN="TOP">
     <TD colspan=5><hr size=1 color=black width=100% noshade></TD>
</TR>
</TABLE>

<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" width=100%>
<TR VALIGN="BOTTOM">
     <TH></TH>
     <TH></TH></TR>
<TR VALIGN="TOP">
     <TD width=5% align=left><FONT SIZE="2"><SUP>(1)</SUP> </FONT></TD>
     <TD width=95%><p align=justify><FONT SIZE="2">This Registration Statement covers, in addition to the number of shares of Apria Healthcare Group Inc., a
     Delaware corporation (the "Company"), common stock, par value $0.001 per share (the "Common Stock"), stated
     above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus
     and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an
     additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the
     Apria Healthcare Group Inc. 2003 Performance Incentive Plan (the "Plan") as a result of one or more
     adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or
     similar transactions.</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
     <TH></TH>
     <TH></TH></TR>
<TR VALIGN="TOP">
     <TD width=5% align=left><FONT SIZE="2"><SUP><BR>(2)</SUP> </FONT></TD>
     <TD width=95%><p align=justify><FONT SIZE="2"><BR>Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration
     fee were calculated based upon the average of the high and low prices of the Common Stock on April 19, 2004,
     as reported on the New York Stock Exchange.<BR><BR>

     The Exhibit Index for this Registration Statement is at page 7.</FONT></TD>
</tr>
</TABLE>

<!-- MARKER PAGE="sheet: 6; page: 6" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>



<!-- MARKER FORMAT-SHEET="head center bold" FSL="Project" -->
<P ALIGN="CENTER"><FONT SIZE="2"><B>PART I</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="head center bold" FSL="Project" -->
<P ALIGN="CENTER"><FONT SIZE="2"><B>INFORMATION REQUIRED IN THE<BR>SECTION 10(a) PROSPECTUS</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Default" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">The document(s) containing
the information specified in this Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified by Securities Act
Rule&nbsp;428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission (the &#147;Commission&#148;) either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Securities Act Rule&nbsp;424. These
documents, which include the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration Statement pursuant to
Item&nbsp;3 of Form S-8 (Part&nbsp;II hereof), taken together, constitute a prospectus
that meets the requirements of Section&nbsp;10(a) of the Securities Act. </FONT> </P>


<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>1</FONT></P>

<!-- MARKER PAGE="sheet: 7; page: 7" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="head center bold" FSL="Default" -->
<P ALIGN="CENTER"><FONT SIZE="2"><B>PART II</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED IN
THE <BR>REGISTRATION STATEMENT </FONT></P>

<!-- MARKER FORMAT-SHEET="head left bold" FSL="Project" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Incorporation of Certain Documents by Reference</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Default" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">The following documents of
the Company filed with the Commission are incorporated herein by reference: </FONT> </P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 4" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=12%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=85%><P ALIGN=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The Company&#146;s Annual Report on Form 10-K for its fiscal year ended December
               31, 2003, filed with the Commission on March 15, 2004 (Commission File No.
               001-14316); and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 4" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=12%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=85%><P ALIGN=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The description of the Company&#146;s Common Stock contained in its Registration
               Statement on Form 8-A filed with the Commission on February 11, 1992 (Commission
               File No. 001-14316), and any amendment or report filed for the purpose of
               updating such description. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or amended, to constitute a part of this Registration
Statement. </FONT> </P>

<!-- MARKER FORMAT-SHEET="head left bold" FSL="Project" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Description of Securities</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">The Common Stock is
registered pursuant to Section 12 of the Exchange Act, and therefore, the description of
securities is omitted. </FONT> </P>

<!-- MARKER FORMAT-SHEET="head left bold" FSL="Project" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 5. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interests of Named Experts and Counsel</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">The validity of the
original issuance of the Common Stock registered hereby is passed on for the Company by
Robert S. Holcombe. Mr. Holcombe is the Executive Vice President, General Counsel
and Secretary of the Company, is compensated by the Company as an employee, owns 19,200 of
shares of Common Stock and options and other awards to acquire up to an additional
155,598 shares of Common Stock and is eligible to participate in the Plan. </FONT> </P>

<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>2</FONT></P>




<!-- *************************************************************************** -->
<!-- MARKER PAGE="sheet: 12; page: 12" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="head left bold" FSL="Project" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 6. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification of Directors and Officers</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">Section 102(b)(7) of the
Delaware General Corporation Law, as amended (the &#147;DGCL&#148;), allows a corporation
to include a provision in its certificate of incorporation limiting or eliminating the
personal liability of directors of the corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the
director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b)
acted not in good faith or in knowing violation of a law, (c) authorized the payment of a
dividend or approved a stock repurchase in violation of the DGCL or (d) obtained an
improper personal benefit from a transaction. </FONT> </P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">Section 145 of the DGCL
permits a corporation to indemnify a person who was or is a party or is threatened to be
made a party to any threatened, pending or completed third party proceeding, other than an
action by or in the right of the corporation, by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation against expenses including
attorneys&#146; fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or (b) if such person acted in good faith and
in a manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that such person&#146;s conduct was unlawful. In a
derivative action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify any of its directors or officers against expenses, including
attorneys&#146; fees, actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best interests of
the corporation, except that the corporation will not indemnify such person if such person
shall have been adjudged liable to the corporation, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. The rights granted under this section of the DGCL are not
exclusive of any other rights to which such person is entitled. The corporation may
purchase and maintain insurance on behalf of such persons against any liability asserted
against or incurred by such persons in any capacity as or arising out of such
persons&#146; status as an director, officer, employee or agent of the corporation. </FONT> </P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">Section 174 of the DGCL
provides, among other things, that all directors who willfully or negligently approve an
unlawful payment of dividends or an unlawful stock purchase or redemption may be held
liable for the full amount paid out in connection with these actions. A director who was
either absent when the unlawful actions were approved or dissented at the time, may avoid
liability by causing his or her dissent to these actions to be entered in the books
containing the minutes of the meetings of the board of directors at the time the action
occurred or immediately after the absent director receives notice of the unlawful acts.
Any director against whom a claim is successfully asserted may recover contribution from
any other directors who voted or concurred in the unlawful action. </FONT> </P>

<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>3</FONT></P>
<!-- *************************************************************************** -->
<!-- MARKER PAGE="sheet: 13; page: 13" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">Article 8 of the
Company&#146;s Restated Certificate of Incorporation, as amended, includes a provision
eliminating the personal liability of its directors for monetary damages for breach of fiduciary
duty as a director to the fullest extent authorized by, and subject to the
limitations expressed in Delaware law. In addition, as permitted by Section 145 of the
DGCL, Article 8 of the Restated Certificate provides that the Company is required to
indemnify its directors and officers against any liabilities, losses or related expenses
that they may incur by reason of serving or having served as directors or officers of the
Company, or serving or having served at the request of the Company as a director, officer,
trustee, partner, employee or agent of any entity in which the Company has an interest, to
the fullest extent permitted by Delaware law. The Company is authorized to provide by
bylaw, agreement or otherwise for indemnification of directors, officers, employees and
agents in excess of the indemnification otherwise permitted by applicable law. The rights
conferred in the Restated Certificate are not exclusive of any other right which the
director or officer may have, or thereafter acquire under any statute, provision of the
Restated Certificate, bylaw, agreement or otherwise. The bylaws of the Company provide
that the Company may maintain director and officer liability insurance at its own expense. </FONT> </P>

<!-- MARKER FORMAT-SHEET="head left bold" FSL="Default" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 7. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exemption from Registration Claimed</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</FONT></P>

<!-- MARKER FORMAT-SHEET="head left bold" FSL="Project" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 8. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exhibits</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Project" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">See the attached Exhibit
Index at page 7. </FONT> </P>

<!-- MARKER FORMAT-SHEET="head left bold" FSL="Default" -->
<P ALIGN="LEFT"><FONT SIZE="2"><B>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 Undertakings</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 3" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=right WIDTH=2%>&nbsp;</TD>
               <TD WIDTH=98%><P ALIGN=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Level 5" FSL="Default" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=left WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD ALIGN=LEFT WIDTH=85%><p align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
           (i)&nbsp;&nbsp;&nbsp;To include any prospectus required by Section 10(a)(3)
of the Securities Act; </FONT></p></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Level 5" FSL="Default" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=left WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
          <TD ALIGN=LEFT WIDTH=85%><p align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
           (ii)&nbsp;&nbsp;&nbsp;To reflect in the prospectus any facts or events arising after the effective
          date of this Registration Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in this Registration Statement; and </FONT></p></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Level 5" FSL="Default" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=left WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
          <TD ALIGN=LEFT WIDTH=85%><p align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

          (iii)&nbsp;&nbsp;&nbsp; To include any material information with respect to the plan of distribution
          not previously disclosed in this Registration Statement or any material change
          to such information in this Registration Statement; </FONT></p></TD>
          </TR>
          </TABLE>
          <BR>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=2%>&nbsp;</TD>
               <TD WIDTH=98%><P ALIGN=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                <I>provided, however,</I> that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
 if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement.</FONT></P></TD>
               </TR>
               </TABLE>

<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>4</FONT></P>

<!-- *************************************************************************** -->
<!-- MARKER PAGE="sheet: 14; page: 14" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 3" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 border=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=2%>&nbsp;</TD>
               <TD WIDTH=98%><P ALIGN=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the Securities Act,
               each such post-effective amendment shall be deemed to be a new registration
               statement relating to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial <I>bona fide</I>
               offering thereof.</FONT></P></TD>
               </TR>
               </TABLE>
               <BR>


<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 3" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=2%>&nbsp;</TD>
               <TD WIDTH=98%><P ALIGN=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective
               amendment any of the
               securities being registered which remain unsold at the termination of the
               offering. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the registrant&#146;s
          annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
          applicable, each filing of an employee benefit plan&#146;s annual report
          pursuant to Section&nbsp;15(d) of the Exchange Act) that is incorporated by
          reference in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial
          <I>bona fide</I> offering thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, executive officers and controlling persons of the
          registrant pursuant to the provisions described in Item 6 above, or otherwise,
          the registrant has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the Securities Act and
          is, therefore, unenforceable. In the event that a claim for indemnification
          against such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the registrant
          in the successful defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is against public
          policy as expressed in the Securities Act and will be governed by the final
          adjudication of such issue. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>5</FONT></P>
<!-- MARKER PAGE="sheet: 8; page: 8" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="head center bold" FSL="Project" -->
<P ALIGN="CENTER"><FONT SIZE="2"><B>SIGNATURES</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="para indent w/right justify" FSL="Default" -->
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT SIZE="2">Pursuant to the
requirements of the Securities Act, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, State of California on April 21, 2004.
</FONT> </P>

<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH=100%>
<TR VALIGN="BOTTOM">
     <TH></TH>
     <TH></TH></TR>
<TR VALIGN="TOP">
     <TD width=55%><FONT SIZE="2">&nbsp;</FONT></TD>
     <TD width=45% align=left><FONT SIZE="2">APRIA HEALTHCARE GROUP INC.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT SIZE="2"><BR><BR><BR>By:&nbsp;&nbsp;&nbsp;<u>/s/ LAWRENCE M. HIGBY
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lawrence M. Higby<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President, Chief Executive Officer and Director
</FONT></TD></TR>
</TABLE>



<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>6</FONT></P>
<!-- MARKER PAGE="sheet: 9; page: 9" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="head center bold" FSL="Default" -->
<P ALIGN="CENTER"><FONT SIZE="2"><B>EXHIBIT INDEX</B> </FONT></P>


<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" width=100%>
<TR VALIGN="BOTTOM">
     <TH><FONT SIZE="2"></FONT></TH>
     <TH><FONT SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD align=left width=15%><FONT SIZE="2">Exhibit<BR><U>Number</U> </FONT></TD>
     <TD align=left width=85%><FONT SIZE="2"><BR><U>Description of Exhibit</U> </FONT></TD></TR>
<TR VALIGN="TOP">
     <TD align=left><FONT SIZE="2"><BR>4</FONT></TD>
     <TD align=left><p align=justify><FONT SIZE="2"><BR>Apria  Healthcare  Group  Inc.  2003
Performance  Incentive  Plan.  (Filed as  Exhibit C to the  Company's
Definitive Proxy Statement filed with the Commission  pursuant to Section 14(a) of the
Exchange Act on June 11, 2003 (Commission File No. 001-14316) and incorporated herein by
this reference).</FONT></p></TD></TR>
<TR VALIGN="TOP">
     <TD align=left><FONT SIZE="2"><BR>5</FONT></TD>
     <TD align=left><FONT SIZE="2"><BR>Opinion of Company Counsel.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD align=left><FONT SIZE="2"><BR>23.1</FONT></TD>
     <TD align=left><FONT SIZE="2"><BR>Consent of Deloitte &amp; Touche LLP.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD align=left><FONT SIZE="2"><BR>23.2</FONT></TD>
     <TD align=left><FONT SIZE="2"><BR>Consent of Counsel (included in Exhibit 5).</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD align=left><FONT SIZE="2"><BR>24</FONT></TD>
     <TD align=left><FONT SIZE="2"><BR>Power of Attorney.</FONT></TD></TR>
</TABLE>


<P ALIGN="CENTER"><FONT SIZE="2"><BR><BR><BR><BR>7</FONT></P>


</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "s8april2004.htm", "description": "REGISTRATION ON FORM S-8 OF SECURITIES OF APRIA.", "secsgml_size_bytes": 30414}]
{"company-data": {"conformed-name": "APRIA HEALTHCARE GROUP INC", "cik": "0000882289", "assigned-sic": "8082", "irs-number": "330488566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114694", "film-number": "04746163"}, "business-address": {"street1": "C/O APRIA HEALTHCARE GROUP INC.", "street2": "26220 ENTERPRISE COURT", "city": "LAKE FOREST", "state": "CA", "zip": "92630", "phone": "949-639-2094"}, "mail-address": {"street1": "C/O APRIA HEALTHCARE GROUP INC.", "street2": "26220 ENTERPRISE COURT", "city": "LAKE FOREST", "state": "CA", "zip": "92630"}, "former-company": {"former-conformed-name": "ABBEY HEALTHCARE GROUP INC/DE", "date-changed": "19930328"}}
As filed with the Securities and
Exchange Commission on April 21, 2004
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.  20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APRIA HEALTHCARE GROUP INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
33-0488566
(I.R.S. Employer
Identification No.)
26220 Enterprise Court
Lake Forest, California  92630
(Address, Including Zip Code, of Principal Executive Offices)
Apria Healthcare Group Inc. 2003 Performance Incentive Plan
(Full Title of the Plan)
Robert S. Holcombe, Esq.
Executive Vice President, General Counsel and Secretary
Apria Healthcare Group Inc.
26220
Enterprise Court
Lake Forest, California  92630
(949) 639-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be registered
Amount
to be
registered
Proposed
maximum
offering price
per unit
Proposed
maximum
aggregate
offering price
Amount of
registration
fee
Common Stock, par
value $0.001 per share
6,500,000
shares
(1)
$28.75
(2)
$186,875,000
(2)
$23,678
(2)
(1)
This Registration Statement covers, in addition to the number of shares of Apria Healthcare Group Inc., a
     Delaware corporation (the "Company"), common stock, par value $0.001 per share (the "Common Stock"), stated
     above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus
     and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an
     additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the
     Apria Healthcare Group Inc. 2003 Performance Incentive Plan (the "Plan") as a result of one or more
     adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or
     similar transactions.
(2)
Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration
     fee were calculated based upon the average of the high and low prices of the Common Stock on April 19, 2004,
     as reported on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 7.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing
the information specified in this Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified by Securities Act
Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. These
documents, which include the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
1
PART II
INFORMATION REQUIRED IN
THE
REGISTRATION STATEMENT
Item 3.     
 Incorporation of Certain Documents by Reference
The following documents of
the Company filed with the Commission are incorporated herein by reference:
(a)
The Company's Annual Report on Form 10-K for its fiscal year ended December
               31, 2003, filed with the Commission on March 15, 2004 (Commission File No.
               001-14316); and
(b)
The description of the Company's Common Stock contained in its Registration
               Statement on Form 8-A filed with the Commission on February 11, 1992 (Commission
               File No. 001-14316), and any amendment or report filed for the purpose of
               updating such description.
All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or amended, to constitute a part of this Registration
Statement.
Item 4.     
 Description of Securities
The Common Stock is
registered pursuant to Section 12 of the Exchange Act, and therefore, the description of
securities is omitted.
Item 5.      
Interests of Named Experts and Counsel
The validity of the
original issuance of the Common Stock registered hereby is passed on for the Company by
Robert S. Holcombe. Mr. Holcombe is the Executive Vice President, General Counsel
and Secretary of the Company, is compensated by the Company as an employee, owns 19,200 of
shares of Common Stock and options and other awards to acquire up to an additional
155,598 shares of Common Stock and is eligible to participate in the Plan.
2
Item 6.      
Indemnification of Directors and Officers
Section 102(b)(7) of the
Delaware General Corporation Law, as amended (the "DGCL"), allows a corporation
to include a provision in its certificate of incorporation limiting or eliminating the
personal liability of directors of the corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the
director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b)
acted not in good faith or in knowing violation of a law, (c) authorized the payment of a
dividend or approved a stock repurchase in violation of the DGCL or (d) obtained an
improper personal benefit from a transaction.
Section 145 of the DGCL
permits a corporation to indemnify a person who was or is a party or is threatened to be
made a party to any threatened, pending or completed third party proceeding, other than an
action by or in the right of the corporation, by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation against expenses including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or (b) if such person acted in good faith and
in a manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that such person's conduct was unlawful. In a
derivative action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify any of its directors or officers against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best interests of
the corporation, except that the corporation will not indemnify such person if such person
shall have been adjudged liable to the corporation, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. The rights granted under this section of the DGCL are not
exclusive of any other rights to which such person is entitled. The corporation may
purchase and maintain insurance on behalf of such persons against any liability asserted
against or incurred by such persons in any capacity as or arising out of such
persons' status as an director, officer, employee or agent of the corporation.
Section 174 of the DGCL
provides, among other things, that all directors who willfully or negligently approve an
unlawful payment of dividends or an unlawful stock purchase or redemption may be held
liable for the full amount paid out in connection with these actions. A director who was
either absent when the unlawful actions were approved or dissented at the time, may avoid
liability by causing his or her dissent to these actions to be entered in the books
containing the minutes of the meetings of the board of directors at the time the action
occurred or immediately after the absent director receives notice of the unlawful acts.
Any director against whom a claim is successfully asserted may recover contribution from
any other directors who voted or concurred in the unlawful action.
3
Article 8 of the
Company's Restated Certificate of Incorporation, as amended, includes a provision
eliminating the personal liability of its directors for monetary damages for breach of fiduciary
duty as a director to the fullest extent authorized by, and subject to the
limitations expressed in Delaware law. In addition, as permitted by Section 145 of the
DGCL, Article 8 of the Restated Certificate provides that the Company is required to
indemnify its directors and officers against any liabilities, losses or related expenses
that they may incur by reason of serving or having served as directors or officers of the
Company, or serving or having served at the request of the Company as a director, officer,
trustee, partner, employee or agent of any entity in which the Company has an interest, to
the fullest extent permitted by Delaware law. The Company is authorized to provide by
bylaw, agreement or otherwise for indemnification of directors, officers, employees and
agents in excess of the indemnification otherwise permitted by applicable law. The rights
conferred in the Restated Certificate are not exclusive of any other right which the
director or officer may have, or thereafter acquire under any statute, provision of the
Restated Certificate, bylaw, agreement or otherwise. The bylaws of the Company provide
that the Company may maintain director and officer liability insurance at its own expense.
Item 7.      
Exemption from Registration Claimed
Not
applicable.
Item 8.      
Exhibits
See the attached Exhibit
Index at page 7.
Item 9.     
 Undertakings
(a)  
      The undersigned registrant hereby undertakes:
(1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii)   To reflect in the prospectus any facts or events arising after the effective
          date of this Registration Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in this Registration Statement; and
(iii)    To include any material information with respect to the plan of distribution
          not previously disclosed in this Registration Statement or any material change
          to such information in this Registration Statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
 if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement.
4
(2)     That, for the purpose of determining any liability under the Securities Act,
               each such post-effective amendment shall be deemed to be a new registration
               statement relating to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)     To remove from registration by means of a post-effective
               amendment any of the
               securities being registered which remain unsold at the termination of the
               offering.
(b)   
    
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the registrant's
          annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)       
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, executive officers and controlling persons of the
          registrant pursuant to the provisions described in Item 6 above, or otherwise,
          the registrant has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the Securities Act and
          is, therefore, unenforceable. In the event that a claim for indemnification
          against such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the registrant
          in the successful defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is against public
          policy as expressed in the Securities Act and will be governed by the final
          adjudication of such issue.
5
SIGNATURES
Pursuant to the
requirements of the Securities Act, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, State of California on April 21, 2004.
APRIA HEALTHCARE GROUP INC.
By:
/s/ LAWRENCE M. HIGBY
Lawrence M. Higby
President, Chief Executive Officer and Director
6
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
4
Apria  Healthcare  Group  Inc.  2003
Performance  Incentive  Plan.  (Filed as  Exhibit C to the  Company's
Definitive Proxy Statement filed with the Commission  pursuant to Section 14(a) of the
Exchange Act on June 11, 2003 (Commission File No. 001-14316) and incorporated herein by
this reference).
5
Opinion of Company Counsel.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Counsel (included in Exhibit 5).
24
Power of Attorney.
7