United States securities and exchange commission logo

                              January 26, 2021

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

                                                        Re: Apria, Inc.
Statement on Form S-1
                                                            Response Dated
January 25, 2021
                                                            File No. 333-252146

       Dear Mr. Starck:

             We have reviewed your response dated January 25, 2021, 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 20, 2021, letter.

       Correspondence filed January 25, 2021

       Notes to Consolidated Financial Statements
       1. Summary of Significant Accounting Policies
       Stock-Based Compensation, page F-19

   1.                                                   You state on page F-19
that the fair value of your profit interest units and SARs are not
                                                        subsequently remeasured
unless the conditions on which the award was granted are
                                                        modified. Please tell
us how your accounting policy for stock-based compensation is
                                                        consistent with ASC
718, including the basis of classifying the awards as liabilities or
                                                        equity. Tell us the
specific terms of settlement for each type of award.
 Daniel J. Starck
Apria, Inc. LastNameDaniel J. Starck
January  26,NameApria,
             2021      Inc.
Page 2 26, 2021 Page 2
FirstName LastName
2.       You state that the third-party valuation firm utilized both the income
approach and the
         guideline approach. Tell us how you determined the fair value with
these two methods.
         For example, were the two methods combined, and if so, how was the
3.       You state on page 138 of your January 15, 2021 amendment that in
connection with the
         2020 Dividend the strike price of SARs was reduced and in accordance
with ASC 718 the
         changes were accounted for as modifications. You also state that the
fair value of each
         award immediately before and after the modifications were compared and
no incremental
         stock compensation was recognized. As it appears based on your
anticipated IPO price
         that the fair value of your stock has increased significantly since
the last grant in May
         2020, please tell us why no incremental stock compensation is required
to be recorded in
         the December 2020 modification.
Item 15. Recent Sales of Unregistered Securities, page II-2

4.       Please tell us and disclose in the filing the number of shares of
common stock you intend
         to issue to the pre-IPO owners of Apria Healthcare Group, the basis
for the accounting
         treatment for the shares to be issued, and how you will determine the
fair value of the
         shares. In addition, please disclose the number of RSUs that will be
granted to your Chief
         Financial Officer upon completion of the IPO, which will vest
immediately, and the
         amount of stock compensation that will be recorded. Tell us the fair
value you intend to
         use for determining stock compensation.
5.       Disclose in the filing the number of profit interest units and SARS
the pre-IPO owners
         will receive in connection with the pre-IPO reorganization
transactions. Tell us how you
         determined the number of profit interest units and SARS the pre-IPO
owners will
         receive and how the exchange ratio of each relates to the anticipated
IPO price. In this
         respect, please clarify what you mean by the Preliminary Price Range
assumes that in
         connection with the pre-IPO reorganization transactions described the
         Statement, pre-IPO owners of Apria Holdings LLC profit interest units
will receive shares
         of Apria, Inc. and pre-IPO owners of the Apria Healthcare Group SARS
will receive
         SARS in Apria Inc..
6.       You state on page 14 of your January 15, 2021 filing that you used the
net proceeds from
         the December 2020 Incremental Term Loans to fund a $200.3 million
dividend payment
         to your stockholders and a $9.7 million distribution to SARs holders.
Tell us how you
         determined the amount of the $9.7 million distribution to SARs holders
declared and paid
         in December 2020 and how the fair value relates to your IPO price. In
addition, disclose
         in the filing your anticipated accounting treatment for both the
dividend and distribution to
         SARs holders and tell us the basis for the accounting treatment citing
         accounting guidance.
7.       Tell us what the fair value per share was for the equity value used
for the grant dates in
         October 2019, December 2019, and May 2020.
 Daniel J. Starck
Apria, Inc.
January 26, 2021
Page 3

       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 26, 2021 Page 3
cc:       Edgar Lewandowski, Esq.
FirstName LastName