UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
   PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): August 14, 2003


                           APRIA HEALTHCARE GROUP INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                    1-14316               33-0488566
(State or other jurisdiction       (Commission            (IRS Employer
     of incorporation)             File Number)        Identification Number)


            26220 ENTERPRISE COURT
            LAKE FOREST, CALIFORNIA                  92630
    (Address of principal executive offices)       (Zip Code)


       Registrant's telephone number, including area code: (949) 639-2000


ITEM 5.  OTHER EVENTS
-------  ------------

         On August 14, 2003 Apria  announced its intent to privately  place $200
         million aggregate principal amount of convertible senior notes.

         On August 15, 2003 Apria  announced that it had agreed with the initial
         purchasers to privately  place these notes,  which have been designated
         Apria's 3.375% Convertible Senior Notes due 2033.

         The offering is expected to close on or about August 20, 2003,  subject
         to customary  closing  conditions.  Further  information is included in
         Apria's press  releases  filed as exhibits 99.1 and 99.2 to this report
         and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
-------  -----------------------------------------------------------------

         Exhibit
         Number    Reference
         -------   ---------
         99.1      Press release dated August 14, 2003.
         99.2      Press release dated August 15, 2003.



                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  APRIA HEALTHCARE GROUP INC.
                                  ---------------------------
                                          Registrant



August 18, 2003                   By: /s/ ROBERT S. HOLCOMBE
                                      -------------------------------
                                      Robert S. Holcombe
                                      Executive Vice President, Secretary
                                      and General Counsel