APRIA HEALTHCARE GROUP INC
AW, 1997-07-09
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EDGAR Filing
AW - Letter to Withdraw Amendment to Registration Statement

July 9, 1997

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:     Filing Desk

Re:       Apria Healthcare Group Inc.
          Commission File No. 000-19854

Ladies and Gentlemen:

Pursuant  to our telephone conversation with your office on  July  3,
1997, we hereby officially make application to withdraw Amendment No.
1 (to Registration Statement) on Form 8-A/A of Apria Healthcare Group
Inc. (the "Company"), originally filed with the Commission on July 1,
1997.  The Company is requesting the withdrawal due to the fact  that
the  Registration  Statement amended thereby  is  not  the  currently
effective  Registration Statement on Form 8-A covering the securities
in  question.    The currently effective Registration Statement  with
respect  to  those  securities  was filed  with  the  Securities  and
Exchange  Commission on April 10, 1996.  Contemporaneously  with  the
filing  hereof, the Company is filing an amendment to  the  currently
effective Registration Statement.

Please  provide  the  Company  with a  copy  of  the  order  granting
withdrawal of the Amendment No. 1 described above as soon  as  it  is
available.  We understand that the filing fee, if any, for the filing
being  withdrawn is nonrefundable.  If you have any questions, please
do  not  hesitate  to  contact me at 714/427-4422  or  our  corporate
counsel, Raoul Smyth, at 714/427-2018.

                              Very truly yours,


                              /s/  Robert S. Holcombe
                              -------------------------------
                              Robert S. Holcombe
                              Vice President, General Counsel
                              and Secretary







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