As filed with the Securities and Exchange Commission on October
19, 1999.
                                            Registration No. 333-
____

               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                               33-0488566
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

              3560 Hyland Avenue, Costa Mesa, California 92626
                               (714) 427-2000
        (Address and telephone number of principal executive
offices)
                             ___________________

                             Philip L. Carter
                    Non-Qualified Stock Option Agreement
                          (Full title of the plan)
                             __________________

                                John C. Maney
            Executive Vice President and Chief Financial Officer
                         Apria Healthcare Group Inc.
              3560 Hyland Avenue, Costa Mesa, California 92626
                   (Name and address of agent for service)
                             ___________________

 Telephone number, including area code, of agent for service:
(714) 427-2000
                             ___________________
<TABLE>
<CAPTION>

                CALCULATION  OF REGISTRATION  FEE
==================================================================
==========
<S>                <C>             <C>          <C>
<C>
                                   Proposed     Proposed
                                   Maximum      maximum
Title of            Amount         offering     aggregate
Amount of
Securities          to be          price        offering
registration
to be registered    registered     per unit     price fee
------------------------------------------------------------------
----------
Common Stock,      $450,000        $12.844<3>   $5,779,800<3>
$1,607<3>
$0.001 par value   <1> <2>
per share          shares

==================================================================
==========
<FN>
<1>   This Registration Statement covers, in addition to the
number of
      shares of 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 which by
      reason of certain events specified in the Philip L. Carter
      Non-Qualified Stock Option Agreement dated June 17, 1998
      (the "Agreement") may become subject to the Agreement.

 <2>  Each share is accompanied by a common share purchase right
      pursuant to the registrant's Rights Agreement, dated
February
      8, 1995, with U.S. Stock Transfer Corporation, as Rights
Agent.

 <3>  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 October 13, 1999, as reported on the New York Stock
Exchange
      and published in The Western Edition of The Wall Street
Journal.

      The Exhibit Index for this Registration Statement is at page
8.


</FN>
</TABLE>
<PAGE>

                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to the employee as specified by Rule 428(b)(1)
of the Securities Act.  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 Rule 424 of the Securities
Act.  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.

                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

     The following documents of Apria Healthcare Group Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the Company's fiscal
          year ended December 31, 1998;

     (b)  Quarterly Reports on Form 10-Q for the Company's
          fiscal quarters ended March 31, 1999 and June 30,
          1999; and

     (c)  The description of the Company's Common Stock
          contained in its Registration Statement on Form 8-A
          filed on February 11, 1992, 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 and
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 Company's Common Stock, par value $0.001 per share (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, the Senior Vice President, General Counsel and
Secretary of the Company.  Mr. Holcombe is compensated by the
Company as an employee, is the owner of shares of Common Stock,
and is the holder of options to acquire shares of Common Stock.

Item 6.  Indemnification of Directors and Officers

     The Company's Restated Certificate of Incorporation and
Bylaws provide for indemnification of the officers and directors
of the Company to the fullest extent permitted by law.  Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation has the power to eliminate
or limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal
benefit.  In addition, the Company has entered into separate
indemnification agreements with each of its directors and
officers and maintains insurance on behalf of any person who is
or was a director or officer of the Company for up to $30
million of covered losses.

     Section 145 of the DGCL provides that a corporation may
indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the
fact that such person was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise.  The indemnity may include 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, provided such
officer, director, employee or agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful.  A
Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation.  Where an officer is successful on
the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 8.

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 the 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
              the Registration Statement; and

                       (iii)    To include any material
              information with respect to the plan of
              distribution not previously disclosed in the
              Registration Statement or any material change to
              such information in the 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 by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in the Registration
     Statement;

        (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; and

        (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 Section 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 the 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.

     (h)  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.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant 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 Costa Mesa, State of California, on the 21st day of
July, 1999.

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



                        POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Philip L. Carter and John C. Maney, or either of them
individually, his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>

<S>                             <C>                          <C>
   Signature                    Title                        Date
   ---------                    -----                        ----

 /s/ Philip L. Carter         Chief Executive                 July
21, 1999
----------------------        Officer and Director
Philip L. Carter             (Principal Executive Officer)


/s/ John C. Maney             Executive Vice President        July
21, 1999
----------------------        and Chief Financial Officer
John C. Maney                 (Principal Financial Officer)


/s/ James E. Baker            Vice President,                 July
21, 1999
---------------------         Controller (Principal
James E. Baker                Accounting Officer)


/s/ Ralph V. Whitworth        Director                        July
21, 1999
----------------------
Ralph V. Whitworth


/s/ David L. Goldsmith        Director                        July
21, 1999
----------------------
David L. Goldsmith


----------------------        Director
 Richard H. Koppes


/s/ Philip R. Lochner, Jr.    Director                       July
21, 1999
-------------------------
Philip R. Lochner, Jr.


/s/ Beverly Benedict Thomas   Director                       July
21, 1999
---------------------------
Beverly Benedict Thomas


/s/ David H. Batchelder       Director                       July
21, 1999
-----------------------
David H. Batchelder

</TABLE>
<PAGE>

                          EXHIBIT INDEX


Exhibit
Number               Description of Exhibit
------               ----------------------


4.1       Philip L. Carter Non-Qualified Stock Option Agreement
          dated June 17, 1998.

4.2       Amended and Restated Apria Healthcare Group Inc. 1997
          Stock Incentive Plan.<1>

5.        Opinion of Counsel (opinion re legality).

23.1      Consent of Deloitte & Touche LLP (Consent of
          Independent Auditor).

23.2      Consent of Ernst & Young LLP (Consent of
          Independent Auditors).

23.3      Consent of Counsel (included in Exhibit 5).

24.       Power of Attorney (included in this Registration
          Statement under "Signatures").


[FN]
  <1> This exhibit has been filed with the Commission as an
Exhibit
      to a Registration Statement on Form S-8, of even date
herewith,
      relating to such plan and is incorporated herein by this
      reference.
</FN>
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18240}]
{"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": "333-89329", "film-number": "99730812"}, "business-address": {"street1": "3560 HYLAND AVE", "street2": "C/O APRIA HEALTHCARE GROUP INC", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7144272000"}, "mail-address": {"street1": "3560 HYLAND AVENUE", "street2": "C/O APRIA HEALTHCARE GROUP INC", "city": "COSTA MESA", "state": "CA", "zip": "92626"}, "former-company": {"former-conformed-name": "ABBEY HEALTHCARE GROUP INC/DE", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on October
19, 1999.
                                            Registration No. 333-
____

               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                               33-0488566
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

              3560 Hyland Avenue, Costa Mesa, California 92626
                               (714) 427-2000
        (Address and telephone number of principal executive
offices)
                             ___________________

                             Philip L. Carter
                    Non-Qualified Stock Option Agreement
                          (Full title of the plan)
                             __________________

                                John C. Maney
            Executive Vice President and Chief Financial Officer
                         Apria Healthcare Group Inc.
              3560 Hyland Avenue, Costa Mesa, California 92626
                   (Name and address of agent for service)
                             ___________________

 Telephone number, including area code, of agent for service:
(714) 427-2000
                             ___________________
CALCULATION  OF REGISTRATION  FEE
==================================================================
==========
Proposed     Proposed
                                   Maximum      maximum
Title of            Amount         offering     aggregate
Amount of
Securities          to be          price        offering
registration
to be registered    registered     per unit     price fee
------------------------------------------------------------------
----------
Common Stock,      $450,000        $12.844<3>   $5,779,800<3>
$1,607<3>
$0.001 par value   <1> <2>
per share          shares

==================================================================
==========
<1>   This Registration Statement covers, in addition to the
number of
      shares of 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 which by
      reason of certain events specified in the Philip L. Carter
      Non-Qualified Stock Option Agreement dated June 17, 1998
      (the "Agreement") may become subject to the Agreement.

 <2>  Each share is accompanied by a common share purchase right
      pursuant to the registrant's Rights Agreement, dated
February
      8, 1995, with U.S. Stock Transfer Corporation, as Rights
Agent.

 <3>  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 October 13, 1999, as reported on the New York Stock
Exchange
      and published in The Western Edition of The Wall Street
Journal.

      The Exhibit Index for this Registration Statement is at page
8.
PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to the employee as specified by Rule 428(b)(1)
of the Securities Act.  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 Rule 424 of the Securities
Act.  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.

                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents of Apria Healthcare Group Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the Company's fiscal
          year ended December 31, 1998;

     (b)  Quarterly Reports on Form 10-Q for the Company's
          fiscal quarters ended March 31, 1999 and June 30,
          1999; and

     (c)  The description of the Company's Common Stock
          contained in its Registration Statement on Form 8-A
          filed on February 11, 1992, 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 and
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 Company's Common Stock, par value $0.001 per share (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, the Senior Vice President, General Counsel and
Secretary of the Company.  Mr. Holcombe is compensated by the
Company as an employee, is the owner of shares of Common Stock,
and is the holder of options to acquire shares of Common Stock.

Item 6.  Indemnification of Directors and Officers

     The Company's Restated Certificate of Incorporation and
Bylaws provide for indemnification of the officers and directors
of the Company to the fullest extent permitted by law.  Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation has the power to eliminate
or limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal
benefit.  In addition, the Company has entered into separate
indemnification agreements with each of its directors and
officers and maintains insurance on behalf of any person who is
or was a director or officer of the Company for up to $30
million of covered losses.

     Section 145 of the DGCL provides that a corporation may
indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the
fact that such person was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise.  The indemnity may include 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, provided such
officer, director, employee or agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful.  A
Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation.  Where an officer is successful on
the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 8.

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 the 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
              the Registration Statement; and

                       (iii)    To include any material
              information with respect to the plan of
              distribution not previously disclosed in the
              Registration Statement or any material change to
              such information in the 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 by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in the Registration
     Statement;

        (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; and

        (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 Section 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 the 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.

     (h)  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.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant 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 Costa Mesa, State of California, on the 21st day of
July, 1999.

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

                        POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Philip L. Carter and John C. Maney, or either of them
individually, his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                    Title                        Date
   ---------                    -----                        ----

 /s/ Philip L. Carter         Chief Executive                 July
21, 1999
----------------------        Officer and Director
Philip L. Carter             (Principal Executive Officer)

/s/ John C. Maney             Executive Vice President        July
21, 1999
----------------------        and Chief Financial Officer
John C. Maney                 (Principal Financial Officer)

/s/ James E. Baker            Vice President,                 July
21, 1999
---------------------         Controller (Principal
James E. Baker                Accounting Officer)

/s/ Ralph V. Whitworth        Director                        July
21, 1999
----------------------
Ralph V. Whitworth

/s/ David L. Goldsmith        Director                        July
21, 1999
----------------------
David L. Goldsmith

----------------------        Director
 Richard H. Koppes

/s/ Philip R. Lochner, Jr.    Director                       July
21, 1999
-------------------------
Philip R. Lochner, Jr.

/s/ Beverly Benedict Thomas   Director                       July
21, 1999
---------------------------
Beverly Benedict Thomas

/s/ David H. Batchelder       Director                       July
21, 1999
-----------------------
David H. Batchelder
EXHIBIT INDEX

Exhibit
Number               Description of Exhibit
------               ----------------------

4.1       Philip L. Carter Non-Qualified Stock Option Agreement
          dated June 17, 1998.

4.2       Amended and Restated Apria Healthcare Group Inc. 1997
          Stock Incentive Plan.<1>

5.        Opinion of Counsel (opinion re legality).

23.1      Consent of Deloitte & Touche LLP (Consent of
          Independent Auditor).

23.2      Consent of Ernst & Young LLP (Consent of
          Independent Auditors).

23.3      Consent of Counsel (included in Exhibit 5).

24.       Power of Attorney (included in this Registration
          Statement under "Signatures").

[FN]
  <1> This exhibit has been filed with the Commission as an
Exhibit
      to a Registration Statement on Form S-8, of even date
herewith,
      relating to such plan and is incorporated herein by this
      reference.