FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KARKENNY CHRIS 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)
Executive VP & CFO
(Last)          (First)          (Middle)

C/O APRIA HEALTHCARE GROUP INC., 26220 ENTERPRISE COURT 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/28/2008
(Street)

LAKE FOREST, CA 92630
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)    13288   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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  (2)       20000      (2) 11/13/2009   Common Stock   20000     (2) 0   D    
Restricted Stock Units   $0.001   10/28/2008     J  (3)       25686      (3) 2/16/2010   Common Stock   25686     (3) 0   D    
Restricted Stock Units   $0.001   10/28/2008     J  (4)       41740      (4) 12/31/2010   Common Stock   41470     (4) 0   D    

Explanation of Responses:
( 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 stock units, 10,000 of which were scheduled to vest on 11/13/2008 and 10,000 of which were scheduled to vest on 11/13/2009 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, 12,843 of which were scheduled to vest on 2/16/2009 and 12,843 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.
( 4)  These restricted stock units, 13,913 of which were scheduled to vest on 12/31/2010, 13,913 of which were scheduled to vest on 2/18/2010 and 13,914 of which were scheduled to vest on 2/18/2009, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KARKENNY CHRIS A.
C/O APRIA HEALTHCARE GROUP INC.
26220 ENTERPRISE COURT
LAKE FOREST, CA 92630

Executive VP & CFO

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


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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