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 *

GREENLEAF DANIEL E 		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, Coram Infusion Div.
(Last)          (First)          (Middle)

1675 BROADWAY, SUITE 900 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/28/2008
(Street)

DENVER, CO 80202
(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

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   $0.00   10/28/2008     J  (1)       40000      (1) 4/7/2011   Common Stock   40000     (1) 0   D    
Stock Appreciation Rights   $18.73   10/28/2008     J  (2)       300000      (2) 4/6/2018   Common Stock   300000     (2) 0   D    

Explanation of Responses:
( 1)  These restricted stock units, of which 13,333 were scheduled to vest on each of April 7, 2009 and April 7, 2010, and 13,334 of which were scheduled to vest on April 7, 2011, were canceled pursuant to the terms of 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 the plan under which they were issued in exchange for a cash payment of $21.00 per share.
( 2)  These stock appreciation rights ("SARs") 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, less the $18.73 base price of each SAR.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GREENLEAF DANIEL E
1675 BROADWAY
SUITE 900
DENVER, CO 80202

President, Coram Infusion Div.

Signatures
/s/ Daniel E. Greenleaf 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.
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