FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MASTROVICH LAWRENCE A   2. Issuer Name and Ticker or Trading Symbol APRIA HEALTHCARE GROUP INC [AHG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O APRIA HEALTHCARE GROUP INC., 26220 ENTERPRISE COURT 3. Date of Earliest Transaction (Month/Day/Year) 10/28/2008 (Street) LAKE FOREST, CA 92630 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/28/2008   J(1)   50,433 D (1) 0 D   Common Stock 10/28/2008   J(2)   40,000 D (2) 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

10/28/2008

J(3)

11,667

(3)

12/31/2008

Common Stock

11,667

(3)

0

D

Restricted Stock Units

$ 0.001

10/28/2008

J(4)

39,953

(4)

02/16/2010

Common Stock

39,953

(4)

0

D

Restricted Stock Units

$ 0.001

10/28/2008

J(5)

46,960

(5)

12/31/2010

Common Stock

46,960

(5)

0

D

Restricted Stock Purchase Right (Right to Buy)

$ 7.6

10/28/2008

J(6)

23,000

12/13/2010

02/15/2014

Common Stock

23,000

(6)

0

D

Restricted Stock Purchase Right (Right to Buy)

$ 6.46

10/28/2008

J(6)

15,000

06/30/2008

08/12/2013

Common Stock

15,000

(6)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MASTROVICH LAWRENCE A C/O APRIA HEALTHCARE GROUP INC. 26220 ENTERPRISE COURT LAKE FOREST, CA 92630			President and COO

Signatures

/s/ Lawrence A. Mastrovich by Raoul Smyth, Attorney-In-Fact		10/28/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Canceled pursuant to the Agreement and Plan of Merger, dated as of June 18, 2008 (the "Merger Agreement"), by and among the Issuer, Sky Acquisition LLC and Sky Merger Sub Corporation and converted into the right to receive a cash payment of $21.00 per share.
(2)	These restricted shares, which were scheduled to vest on 12/31/2011, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
(3)	These restricted stock units, which were scheduled to vest on 12/31/2008, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
(4)	These restricted stock units, 19,977 of which were scheduled to vest on 2/16/2009 and 19,976 of which were scheduled to vest on 2/16/2010, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
(5)	These restricted stock units, 15,654 of which were scheduled to vest on 2/18/2009, 15,653 of which were scheduled to vest on 2/18/2010 and 15,653 of which were scheduled to vest on 12/31/2010, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
(6)	Pursuant to the terms of the Merger Agreement and the plan under which they were issued, upon consummation of the merger on October 28, 2008, these restricted stock purchase rights were canceled and converted into the right to receive cash in the amount of $21.00 per restricted stock purchase right, less any applicable exercise price per right.

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