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)
                             ___________________

              Amended and Restated Apria Healthcare Group Inc.
                         1997 Stock Incentive Plan
                          (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,      $2,100,000      $12.844<3>   $26,972,400<3>
$7,499<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 Amended
and
      Restated Apria Healthcare Group Inc. 1997 Stock Incentive
Plan,
      as amended (the "Plan"), may become subject to the Plan.

 <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 7.

</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 employees 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)  Registration Statement on Form S-8 of the Company
          relating to the Plan filed with the Commission on
          December 19, 1997 (registration number 333-42775);

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

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

     (d)  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 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, is the holder of options to acquire shares of Common
Stock, and is eligible to participate in the Plan.

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 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,
is the holder of options to acquire shares of Common Stock, and
is eligible to participate in the Plan.

Item 8.  Exhibits

     See the attached Exhibit Index at page 7.

                           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.        Amended and Restated Apria Healthcare Group Inc. 1997
          Stock Incentive Plan, as amended.

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").


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14548}]
{"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": "333-89327", "film-number": "99730811"}, "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)
                             ___________________

              Amended and Restated Apria Healthcare Group Inc.
                         1997 Stock Incentive Plan
                          (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,      $2,100,000      $12.844<3>   $26,972,400<3>
$7,499<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 Amended
and
      Restated Apria Healthcare Group Inc. 1997 Stock Incentive
Plan,
      as amended (the "Plan"), may become subject to the Plan.

 <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 7.
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 employees 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)  Registration Statement on Form S-8 of the Company
          relating to the Plan filed with the Commission on
          December 19, 1997 (registration number 333-42775);

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

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

     (d)  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 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, is the holder of options to acquire shares of Common
Stock, and is eligible to participate in the Plan.

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 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,
is the holder of options to acquire shares of Common Stock, and
is eligible to participate in the Plan.

Item 8.  Exhibits

     See the attached Exhibit Index at page 7.

                           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.        Amended and Restated Apria Healthcare Group Inc. 1997
          Stock Incentive Plan, as amended.

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").