April 21, 1999
BY FAX (202) 942-9533
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Apria Healthcare Group Inc.'s Registration Statement
on Form S-3 (File No. 333-68031)
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, Apria
Healthcare Group Inc., a Delaware corporation, hereby requests the withdrawal of
its Registration Statement on Form S-3 (No. 333-68031), filed with Securities
and Exchange Commission on November 25, 1998 (the "Registration Statement").
This application for withdrawal is made because the Company has decided not to
proceed with the rights offering which was the subject of the Registration
Statement.
Apria Healthcare Group Inc.
By /s/ Robert S. Holcombe
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Robert S. Holcombe
Senior Vice President, Secretary and
General Counsel
cc: Paul Fischer, Division of Corporation Finance
Jeffrey Riedler, Assistant Director
Andrew E. Bogen, Esq., Gibson, Dunn & Crutcher
John F. Olson, Esq., Gibson, Dunn & Crutcher
