December 5, 2012 Peter A. Reynolds

Exhibit 10.39

December 5, 2012

Xxxxx X. Xxxxxxxx

0000 Xxxx Xxxxxxxxxx Xxxxx

Xxxxxxx Xxxxx, XX 00000

Re: Amendment of Executive Severance Agreement

Dear Xxxx:

This letter confirms the amendment, as set forth below, of your Amended and Restated Executive Severance Agreement, dated 9/26/2008, with Apria Healthcare Group Inc. (the “Severance Agreement”).

In the event that you become entitled to severance pay pursuant to Section 4(a) of the Severance Agreement and the timing of your delivery of the release of claims (as contemplated by Sections 4(a)and 4(d) of the Severance Agreement) could cause the severance pay installments to commence in either of two calendar years, such installments shall commence in the second of those two years but shall otherwise be paid in accordance with the Severance Agreement.

Except as expressly provided in the preceding paragraph, your Severance Agreement continues in effect in accordance with its terms. This letter shall be construed and interpreted consistent with Section 11(a) of the Severance Agreement.

Apria Healthcare Group Inc.
/s/ Xxxxxx X. Xxxxxxxx
By:		Xxxxxx X. Xxxxxxxx
Title:		EVP, General Counsel & Secretary

ACCEPTED AND AGREED:

/s/ Xxxxx X Xxxxxxxx

Xxxxx X. Xxxxxxxx

1