United States securities and exchange commission logo

                             January 20, 2021

       Daniel J. Starck
       Chief Executive Officer
       Apria, Inc.
       7353 Company Drive
       Indianapolis, Indiana 46237

                                                        Re: Apria, Inc.
Statement on Form S-1
                                                            Filed January 15,
                                                            File No. 333-252146

       Dear Mr. Starck:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed January 15, 2021

       Summary, page 1

   1.                                                   We note that you will
no longer enter into a tax receivable agreement with the pre-IPO
                                                        owners, as previously
disclosed throughout the prospectus. Please clarify what
                                                        compensation will be
paid to the pre-IPO owners in lieu of the compensation to be paid
                                                        under the tax
receivable agreement, as we note your previous disclosure that such amount
                                                        was to be material.
       Use of Proceeds, page 58

   2.                                                   We note the added risk
factor on page 50 in response to comment 1. Please also revise the
                                                        use of proceeds to
discuss the principal reasons why the company is offering shares at this
                                                        time where it has no
specific plans for the proceeds.
 Daniel J. Starck
Apria, Inc.
January 20, 2021
Page 2
Certain Relationships and Related Person Transactions, page 159

3.     We note the revised disclosure that the company engaged Blackstone
Securities Partners
       L.P. to provide "certain financial consulting services in connection
with this offering," that
       the fee is payable upon successful completion of the offering, and that
the underwriters
       will reimburse you for the fee. Similar disclosure is provided in the
underwriting section.
       Revise to provide the disclosure required by Item 404(a) of Regulation
S-K, including
       identifying the particular related persons, their interest in the
transaction, the approximate
       dollar amount and any other material information. Please file the
agreement as an exhibit
       or tell us why you do not believe it is required. See Item 601(b)(10) of
Regulation S-K.
Item 15. Recent Sales of Unregistered Securities, page II-2

4.     Once you have an estimated offering price or range, please explain to us
how you
       determined the fair value of the common stock underlying your equity
issuances and the
       reasons for any differences between the recent valuations of your common
stock leading
       up to the IPO and the estimated offering price. This information will
help facilitate our
       review of your accounting for equity issuances including stock
compensation. Please
       discuss with the staff how to submit your response.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Jeanne Bennett at (202) 551-3606 or Mary Mast at (202)
551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Laura Crotty at (202) 551-7614 with any

FirstName LastNameDaniel J. Starck
                                                              Division of
Corporation Finance
Comapany NameApria, Inc.
                                                              Office of Life
January 20, 2021 Page 2
cc:       Edgar Lewandowski, Esq.
FirstName LastName