APRIA HEALTHCARE GROUP INC
EXHIBIT 10.1, STOCK OWNERSHIP REQUIREMENTS AGRMT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>q1q2003exh10-1.txt
<DESCRIPTION>EXHIBIT 10.1, STOCK OWNERSHIP REQUIREMENTS AGRMT
<TEXT>
                                                                    EXHIBIT 10.1


                     STOCK OWNERSHIP REQUIREMENTS AGREEMENT

         This Stock  Ownership  Requirements  Agreement  (this  "Agreement")  is
entered into by and between  Apria  Healthcare  Group Inc. (the  "Company")  and
________________________ (the "Officer") as of this 18th day of February, 2003.


                                    RECITALS

         A. The Corporation has adopted Stock Ownership  Requirements For Senior
Executive  Officers  that  apply to certain  senior  executive  officers  of the
Company (the  "Requirements").  The  Requirements,  as currently in effect,  are
attached to this Agreement as Exhibit A.

         B. The  Officer is  currently  a Senior  Executive  Officer  within the
meaning of the  Requirements  and owns  shares of  Company  stock  and/or  holds
previously-granted options to acquire additional shares of Company stock.

         C. The Officer and the Company  desire that any Company  stock that the
Officer  may  currently  own,  and any stock that the Officer may acquire in the
future  upon  exercise of a  previously-granted  Company  option,  be subject to
certain transfer restrictions set forth below.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. The  Officer  will not sell or  otherwise  transfer  (other  than as
permitted  by Section 4 below) more than  one-half of the "Net  Shares" (as such
term is defined in the  Requirements)  the Officer acquires upon exercise of any
Company stock option granted prior to December 31, 2002 earlier than (A) 90 days
after the date such shares were  acquired upon exercise of the option or (B) the
termination  of the  Officer's  employment  with the  Company,  whichever  first
occurs.

         2. As to all shares of Company stock subject to the 90-day  restriction
referred  to in  Section  1 above  (one-half  of the Net  Shares  acquired  upon
exercise of a pre-2003  option),  if the Officer's level of ownership of Company
stock does not meet the  applicable  target  level of  ownership  determined  in
accordance  with the  Requirements or if a sale of Company stock would cause the
Officer's  level of ownership of Company  stock to fall short of the  applicable
target,  then the Officer will not,  prior to the  termination  of the Officer's
employment with the Company, sell or otherwise transfer (other than as permitted
by Section 4 below) more than one-half of such shares.

         3. As to all shares of Company  stock that the  Officer  may own on the
date hereof  (regardless  of whether such shares were  previously  acquired upon
exercise of an option or  otherwise),  if the  Officer's  level of  ownership of
Company stock does not meet the applicable target level of ownership  determined
in accordance  with the  Requirements  or if a sale of Company stock would cause
the  Officer's  level  of  ownership  of  Company  stock  to fall  short  of the
applicable  target,  then the Officer will not, prior to the  termination of the
Officer's employment with the Company, sell or otherwise transfer (other than as
permitted  by  Section  4  below)  more  than  one-half  of such  shares  in the
aggregate.

         4. The foregoing transfer  restrictions shall not apply with respect to
either (1) a transfer to the  Officer's  spouse or minor child who resides  with
the  Officer,  or (2) a transfer to a trust  established  for estate  and/or tax
planning  purposes that is revocable by the Officer and/or the Officer's spouse;
provided,  that the transferee spouse, child or trust, as applicable,  shall not
be able to further  transfer  the  subject  shares  unless and until such shares
could have been transferred by the Officer in accordance with this Agreement had
the Officer continued to own such shares directly.

         5.  In  addition  to  the  transfer  restrictions  set  forth  in  this
Agreement,  the Officer  further agrees that, so long as he or she is subject to
the  Requirements,  the Officer will comply with the  requirement  to notify the
Company's Chairman of the Board and Chief Executive Officer at least ninety days
in advance of any sale or other transfer of shares of Company stock.

         6.  This  Agreement,  and the  restrictions  imposed  hereunder  on the
Officer  and any shares of  Company  stock he or she may own or  acquire,  shall
terminate  upon and cease to apply  following a Change in Control Event (as such
term is defined in the Company's 1997 Stock  Incentive  Plan),  except that if a
Change in Control Event is triggered by stockholder approval of a transaction or
other event and that  transaction  or other event is not  actually  consummated,
this  Agreement  and  the  restrictions   hereunder  shall  continue  in  effect
notwithstanding such Change in Control Event.

         7. To the extent  permitted  by  applicable  law, the Company may issue
stop  transfer  instructions  and/or impose  legend  conditions on  certificates
evidencing  any shares of Company  stock to be issued to the  Officer to enforce
the restrictions set forth herein. The Compensation  Committee of the Board may,
in its sole discretion,  permit exceptions to the covenants and restrictions set
forth herein on a case-by-case basis or otherwise.

         8. The Officer is also subject to applicable federal and state laws and
Company policies  restricting  trading when in possession of material non-public
or  "inside"  information.  These  policies,  laws and rules may also  limit the
Officer's  ability to buy or sell  shares from time to time.  Affiliates  of the
Company  (which term may include the  Officer)  may also be subject to reporting
obligations and potential  liability under Section 16 of the Securities Exchange
Act of 1934.  Any  resales of  Company  shares by an  affiliate  must be made in
accordance with the volume, manner of sale, notice and other requirements of SEC
Rule 144. Compliance with this Agreement and the Requirements is in addition to,
not in lieu of, compliance with applicable laws and Company policies.

         9. This  Agreement  shall be governed by, and construed and enforced in
accordance  with,  the laws of the State of California  without giving effect to
conflicts of laws principles thereunder.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

"OFFICER"                                  APRIA HEALTHCARE GROUP INC.

________________________________           By:__________________________________
Signature
                                           Its:_________________________________
________________________________
Print Name
<PAGE>

                                                                      EXHIBIT A

                           APRIA HEALTHCARE GROUP INC.

                          STOCK OWNERSHIP REQUIREMENTS
                          FOR SENIOR EXECUTIVE OFFICERS


Consistent  with an emphasis on higher  standards of corporate  governance,  the
Board of Directors (the "Board") of Apria  Healthcare Group Inc. (the "Company")
believes  that  the  investment  community  values  stock  ownership  by  senior
management  and that,  by holding an equity  position in the  Company,  officers
demonstrate their commitment to and belief in the long-term profitability of the
Company.  Accordingly,  the Board  believes  that  ownership of Company stock by
officers should be encouraged.


COVERED OFFICERS
----------------
These  Stock  Ownership   Requirements  For  Senior  Executive  Officers  (these
"Requirements")  apply to the  Company's  officers at the Senior Vice  President
level and above (each, a "Senior Executive Officer").


TARGET OWNERSHIP
----------------
Each Senior  Executive  Officer  should seek to acquire and  maintain a level of
ownership of Company common stock  (determined based on the fair market value of
such stock from time to time) as follows:

                                                            Ownership Target
Officer                                               as Multiple of Base Salary
-------                                               --------------------------
CEO                                                              3.0 x
COO                                                              2.5 x
Executive Vice Presidents, CFO and General Counsel               2.0 x
Senior Vice Presidents                                           1.5 x

Each Senior  Executive  Officer  should work toward  achieving  these  levels of
ownership with the objective of meeting the  Requirements by January 31, 2008 or
within five years of becoming subject to these Requirements, as applicable. Once
a Senior  Executive  Officer has achieved the targeted level of stock ownership,
the  Senior  Executive  Officer  (1)  should  maintain  at least  that  level of
ownership  for the duration of his or her tenure with the Company and (2) within
three years after receiving an increase in salary or a promotion, should seek to
achieve the resulting greater target level of ownership.


IMPLEMENTATION
--------------
For purposes of determining whether the above ownership target is satisfied, the
following sources of stock ownership will be included:

     -  shares of Company common stock purchased by a Senior  Executive  Officer
        on the open market or acquired and held upon  exercise of stock  options
        and/or after the vesting of any Company restricted stock awards;

     -  shares of Company  common  stock owned  directly  by a Senior  Executive
        Officer's  spouse or minor children who reside with the Senior Executive
        Officer; and

     -  shares of Company  common stock held in a trust  established  for estate
        and/or tax planning  purposes that is revocable by the Senior  Executive
        Officer and/or the Senior Executive Officer's spouse.

For purposes of  determining  whether the  ownership  target is  satisfied,  the
following sources will not be included:

     -  shares underlying any outstanding options; and

     -  shares of unvested restricted stock.


STOCK RETENTION; ONE-YEAR HOLDING PERIOD
----------------------------------------
Upon  exercise  of an  option,  the Board  understands  that a Senior  Executive
Officer may reasonably need to sell a portion of the shares acquired in order to
settle any financing of the exercise price. For purposes of these  Requirements,
the "net" number of shares of stock  received  upon exercise of an option refers
to the total  number of shares  acquired on  exercise  less the number of shares
sold in  order  to pay the  exercise  price  of the  option  and/or  settle  any
financing  of such  exercise  price.  The Board also  understands  that a Senior
Executive  Officer  may  reasonably  need to sell a portion of the net number of
shares acquired upon exercise of an option or a portion of the shares subject to
a  restricted  stock award that become  vested,  as the case may be, in order to
provide for related tax  obligations.  Accordingly,  for options  granted  after
January 1, 2003 and any restricted stock awards, the Board believes that, of the
net number of shares  acquired  upon  exercise  of an option or of the number of
shares subject to a restricted  stock award that become vested,  as the case may
be, up to 50% of such  shares  should be  available  to provide  for related tax
obligations.  The balance of the shares so  acquired  (the 50% of such number of
shares not used to provide for related tax obligations,  also referred to as the
"Net  Shares")  should  not be  sold  or  otherwise  transferred  by the  Senior
Executive Officer (other than in accordance with the  spouse/child/tax  planning
exception provided below) until the earlier of:

     (A) the termination of the officer's employment with the Company, or

     (B) one year after the  officer acquired  the shares  upon  exercise of the
         stock option or one year after the shares subject to a restricted stock
         award became vested, as the case may be.

After the one-year holding period,  if the officer's  ownership of Company stock
meets the  applicable  target  indicated  above  (and a sale would not cause the
officer to fall short of the target),  then all of the shares acquired  pursuant
to the award could be sold. If the officer's ownership of Company stock does not
meet the applicable  target  indicated  above or to the extent a sale of the Net
Shares  acquired  pursuant to the award would cause the officer to fall short of
the target,  then, after expiration of such one-year holding period, the officer
may  not  sell  or  otherwise  transfer  (other  than  in  accordance  with  the
spouse/child/tax  planning  exception  provided below) more than half of the Net
Shares and the remaining  shares should  continue to be held as an investment in
the Company  counting  toward meeting the applicable  target for the rest of the
officer's career with the Company or, if earlier, until the officer has acquired
a  sufficient  number of other  shares so that a sale of such  shares  would not
cause the officer to fall short of the target.

     Stock Option Example:  Assume that a Senior Executive  Officer  exercises a
     stock option for 100 shares and sells 60 shares to settle  financing of the
     exercise price. The officer  acquired 40 "net" shares in this example.  The
     officer  could sell up to 20 of those net shares to provide for related tax
     obligations. The other 20 shares (the Net Shares) should be retained by the
     Senior  Executive  Officer for at least one year after the option  exercise
     date.  Of the 20  shares  retained:  (A) all 20  could  be sold  after  the
     one-year  period if the officer then satisfied the target  ownership  level
     (and the sale would not cause the officer to fall short of the target),  or
     (B) if the officer did not  satisfy  the target  ownership  level after the
     one-year  period,  10 of the shares  could be sold but the  officer  should
     continue to hold the other 10.

     Restricted Stock Example: Assume that a Senior Executive Officer receives a
     restricted stock award that vests as to 100 shares.  The officer could sell
     up to 50 of those shares to provide for related tax obligations.  The other
     50 shares  (the Net  Shares)  should be  retained  by the Senior  Executive
     Officer for at least one year after the date that the shares became vested.
     Of the 50 shares  retained:  (A) all 50 could be sold  after  the  one-year
     period if the officer then  satisfied the target  ownership  level (and the
     sale would not cause the  officer to fall short of the  target),  or (B) if
     the officer did not satisfy the target  ownership  level after the one-year
     period,  25 of the shares could be sold but the officer should  continue to
     hold the other 25.

The foregoing transfer restrictions shall not apply with respect to either (1) a
transfer to one's  spouse or minor child who resides  with the Senior  Executive
Officer, or (2) a transfer to a trust established for estate and/or tax planning
purposes  that is revocable by the Senior  Executive  Officer  and/or his or her
spouse;  provided,  that the transferee  spouse,  child or trust, as applicable,
shall not be able to further  transfer the subject  shares unless and until such
shares could have been transferred by the Senior Executive Officer in accordance
with these  Requirements had the Senior Executive  Officer continued to own such
shares directly.


OWNERSHIP OPPORTUNITIES
-----------------------
Various  alternatives  for  accumulating  shares  of  the  Company's  stock  are
available to Senior Executive Officers:

     -  exercise  employee stock options and hold the net shares acquired (after
        selling   enough   shares  to  pay  the  purchase   price  and  the  tax
        obligations); and

     -  using bonus money or other funds,  purchase  shares directly on the open
        market  (subject to compliance  with  securities  laws and the Company's
        black-out policy, etc.).


HEDGING TRANSACTIONS
--------------------
Senior  Executive  Officers  should not engage in the  purchase or sale of puts,
calls or other hedging transactions involving Company stock.


NOTIFICATION OF CHAIRMAN
------------------------
Any Senior Executive  Officer who desires to sell or otherwise  transfer Company
stock (including,  without limitation,  a transfer to a trust, spouse, child and
any other transfer for charitable or estate  planning  purposes)  should give at
least  ninety  days  advance  written  notice of the  proposed  transfer  to the
Company's Chairman of the Board, with a copy to the Chief Executive Officer. The
notice should include the number of shares that the officer  proposes to sell or
transfer and the expected date of the transfer,  and a brief  description of the
nature of the contemplated transaction (e.g., an open market sale, transfer to a
trust for tax planning purposes,  etc.). With respect to shares that the officer
proposes to acquire upon  exercise of a stock  option and then sell,  the notice
may be given in connection with, or in advance of, the officer's exercise of the
stock option and acquisition of the shares.  With respect to shares subject to a
restricted  stock award that the officer  proposes  to sell after  vesting,  the
notice may be given in  connection  with,  or in advance  of, the vesting of the
shares.

An officer is not, merely by giving the notice to the Company referred to in the
preceding  paragraph,  committed to effect the proposed  sale or other  transfer
described in such notice.  However,  following the 90-day notice period,  if the
officer still desires to effect such sale or other transfer,  the officer should
do so reasonably promptly.  In the event the ninetieth day following the date on
which an officer gave notice to the Company of a proposed sale or other transfer
(or the first  trading day  thereafter if such date is not a trading day) occurs
during a  blackout  period  in  which  such a sale or  other  transfer  would be
prohibited by the Company's insider trading policies, then the officer has until
the end of the  immediately  succeeding  open  trading  window  pursuant to such
policies to effect such sale or other  transfer.  If a sale or other transfer is
not  completed  within  the  foregoing  periods  of time,  or if there are other
material  changes to the terms of the  contemplated  transaction as described in
the original  notice to the Company,  then the officer  should file a new notice
with the Company  pursuant to the  preceding  paragraph  at least ninety days in
advance of the  contemplated  transaction  date if the officer  still desires to
effect such sale or other transfer.

An officer  who is subject to these  Requirements  and who ceases to be a Senior
Executive  Officer as a result of the officer's  retirement  or other  voluntary
resignation  from employment  shall continue to be subject to this  notification
requirement for the one-year period following the date on which he or she ceases
to be a Senior Executive Officer.  Such notice requirement,  however,  shall not
continue to apply following a termination by the Company of the Senior Executive
Officer's employment.


TERMINATION UPON CHANGE IN CONTROL EVENT
----------------------------------------
These  Requirements,  and the restrictions  hereunder,  shall terminate upon and
cease to apply  following a Change in Control  Event (as such term is defined in
the stock option or incentive plan  applicable to the option or under which such
shares were acquired  from the Company or, if not so defined,  as defined in the
Company's 1997 Stock Incentive  Plan),  except that if a Change in Control Event
is triggered by  stockholder  approval of a transaction  or other event and that
transaction or other event is not actually  consummated,  these Requirements and
the restrictions  hereunder shall continue in effect notwithstanding such Change
in Control Event.


OTHER IMPORTANT INFORMATION
---------------------------
Senior Executive  Officers are also subject to applicable federal and state laws
and  Company  policy  restricting  trading on  material  non-public  or "inside"
information.  These laws and rules may also limit a Senior  Executive  Officer's
ability to buy or sell shares from time to time.  Affiliates  of the Company may
also be subject to reporting  obligations and potential matching liability under
Section 16 of the Securities Exchange Act of 1934. Any resales of Company shares
by an affiliate must typically be made in accordance with the volume,  manner of
sale,  notice  and other  requirements  of SEC Rule 144.  Compliance  with these
Requirements  is in  addition  to,  not in lieu of,  compliance  with any  other
applicable laws or Company policies.






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