As filed with the Securities and Exchange Commission on February 10, 2000
                                                    Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                   NUCO2 INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Florida
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   65-0180800
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                   2800 SE Market Place, Stuart Florida   34997
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                   NUCO2 INC.
                             1995 STOCK OPTION PLAN
                                       and
                               OPTION TO ADVISOR
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             Eric M. Wechsler, Esq.
                                 General Counsel
                                   NuCo2 Inc.
                   2800 SE Market Place, Stuart, Florida 34997
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (561) 221-1754
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                               Proposed Maximum
      Title Of Securities             Amount To Be            Offering Price Per          Proposed Maximum              Amount of
        To Be Registered               Registered                   Share             Aggregate Offering Price      Registration Fee

<S>                               <C>                                <C>                      <C>                            <C>
Common Shares, $.001 par
value per share                   1,200,000 shares(1)(2)             $11.92(2)                $14,304,000(2)                 $3,777
Common Shares, $.001 par
value per share                   1,500 shares                         $10.25                     $15,375                      $5
Total                                                                                                                        $3,782
</TABLE>

(1)      Pursuant  to Rule 416,  the  Registration  Statement  also  covers such
         indeterminate  number of  Common  Shares as may  become  issuable  as a
         result of any future  anti-dilution  adjustment in accordance  with the
         terms of the 1995 Stock Option Plan (the "1995 Plan").

(2)      Includes an aggregate of 431,480  shares with respect to which  options
         were granted under the 1995 Plan at an average  exercise price of $8.08
         per share.  An additional  768,520 shares may be offered under the 1995
         Plan.  Pursuant to Rule 457(g) and (h),  the  offering  price for these
         additional  shares is estimated  solely for the purpose of  determining
         the  registration  fee and is based on $14.07,  the average of the high
         and low sale  prices of the  Common  Shares as  reported  by The Nasdaq
         Stock Market on February 7, 2000.

<PAGE>
                                EXPLANATORY NOTES

         On June 24,  1996,  NuCo2 Inc.  (the  "Company")  filed a  Registration
Statement on Form S-8 (No. 333- 06705) relating to, among other things,  350,000
Common Shares  issuable under the 1995 Plan. On December 3, 1997 and December 2,
1999,  the  Company's  shareholders  approved  increases  of 500,000 and 700,000
Common  Shares,  respectively,  in the 1995  Plan  (the  "Additional  1995  Plan
Shares"), from 350,000 Common Shares to a total of 1,550,000 Common Shares.

         The Company has prepared this Registration Statement in accordance with
the  requirements  of Form S-8 under the Securities Act of 1933, as amended (the
"Securities  Act"), to register the Additional 1995 Plan Shares and 1,500 Common
Shares issuable pursuant to an advisor option.

         This Registration  Statement includes a Reoffer Prospectus  prepared in
accordance  with  Part I of Form S-3  under  the  Securities  Act.  The  Reoffer
Prospectus may be utilized for reofferings and resales of up to 1,200,000 Common
Shares  acquired  pursuant to the 1995 Plan by selling  shareholders  who may be
deemed an "affiliate"  (as such term is defined in Rule 405 under the Securities
Act) of the Company.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part I of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of the Registration Statement or
as  prospectuses  or  prospectus  supplements  pursuant  to Rule 424  under  the
Securities Act.


                                       -2-

<PAGE>
PROSPECTUS

                             1,200,000 COMMON SHARES

                                   NUCO2 INC.


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  of  common  shares  that  may  be  issued  by  us to  the  selling
shareholders  upon the exercise of stock  options  granted  under our 1995 Stock
Option Plan.  We previously  registered  the offer and sale of the shares to the
selling shareholders. This Prospectus also relates to certain underlying options
that have not as of this date been granted. If and when such options are granted
to persons  required  to use this  Prospectus  to reoffer  and resell the shares
underlying such options, we will distribute a prospectus supplement.  The shares
are being reoffered and resold for the account of the selling  shareholders  and
we will not receive any of the proceeds from the resale of the shares.

         The  selling  shareholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on The
Nasdaq Stock Market,  in negotiated  transactions  or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this Prospectus.

         Our common  shares are listed on The Nasdaq  National  Market under the
symbol  "NUCO".  On February 7, 2000, the last reported sale price on The Nasdaq
National Market for our common shares was $13.9375 per share.

                               -----------------

         THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
                                     PAGE 6.


                               -----------------

               NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
           ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
             OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
                 TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.


                               -----------------

                The date of this Prospectus is February 10, 2000.

<PAGE>

                                TABLE OF CONTENTS


WHERE YOU CAN FIND MORE INFORMATION...........................................3

INCORPORATION BY REFERENCE....................................................3

ABOUT THIS PROSPECTUS.........................................................4

THE COMPANY...................................................................5

RISK FACTORS..................................................................6

USE OF PROCEEDS..............................................................14

SELLING SHAREHOLDERS.........................................................14

PLAN OF DISTRIBUTION.........................................................15

LEGAL MATTERS................................................................17

EXPERTS  ....................................................................17



                                       -2-

<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy and information
statements and other  information  with the  Securities and Exchange  Commission
(the  "SEC").  You may read and copy any  documents  we file at the SEC's Public
Reference Room at 450 Fifth Street, N.W.,  Washington,  DC 20549. You may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  Our SEC  filings  are also  available  to the  public  over the
Internet  at the  SEC's  web site at  http://www.sec.gov.  You may also  request
copies of such documents,  upon payment of a duplicating  fee, by writing to the
SEC at 450 Fifth  Street,  N.W.,  Washington,  DC 20549.  Our common  shares are
listed on The Nasdaq National Market and such reports and other  information may
also be inspected at the offices of Nasdaq at 1735 K Street,  N.W.,  Washington,
DC 20006-1500. Additional information about us is available over the Internet at
our web site at HTTP://WWW.NUCO2.COM.

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring to those  documents.  The  information  we incorporate by reference is
considered to be a part of this  Prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

         (1) Our Annual  Report on Form 10-K for the fiscal  year ended June 30,
             1999;
         (2) Our  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
             September 30, 1999; and
         (3) Our Registration Statement on Form 8-A dated December 11, 1995.

         You may request a copy of these filings (excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings) at no cost, by writing or telephoning us at the following address:

                                    NuCo2 Inc.
                                    2800 SE Market Place
                                    Stuart, Florida 34997
                                    Attention: General Counsel
                                    (561) 221-1754



                                       -3-

<PAGE>
                              ABOUT THIS PROSPECTUS

         This  Prospectus is part of a Registration  Statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this  Prospectus or a related  supplement.  We have not  authorized
anyone else to provide you with different information.  The selling shareholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this Prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or any selling  shareholder.  This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities  offered hereby to
any  person  in  any  state  or  other  jurisdiction  in  which  such  offer  or
solicitation is unlawful.

         The  delivery  of this  Prospectus  at any  time  does not  imply  that
information contained herein is correct as of any time subsequent to its date.




                                       -4-

<PAGE>
                                   THE COMPANY

         We are the nation's  leading  supplier of bulk CO2 systems and bulk CO2
for carbonating and dispensing fountain beverages.  A pioneer in the use of bulk
CO2  technology,  we are the  driving  force  in the  transformation  from  high
pressure  CO2, the  customary  method of  carbonating  and  dispensing  fountain
beverages,  to bulk CO2. Bulk CO2 is a relatively new technology  that has clear
advantages over high pressure CO2, such as improved beverage quality and product
yields,  reduced  employee  handling and storage  requirements,  elimination  of
downtime and product waste and enhanced safety.

         We are headquartered in Stuart,  Florida and employ the largest network
of sales, service and support professionals in the industry.

         Our  customers are many of the major  national and regional  restaurant
and convenience store chains, movie theater operators,  theme parks, resorts and
sports venues.

         Our  principal  executive  offices are located at 2800 SE Market Place,
Stuart, Florida 34997. Our telephone number at such location is (561) 221-1754.

         We have been a public company since December 1995.

         The shares  offered  hereby  were or will be  purchased  by the selling
shareholders  upon the exercise of options  granted to them under our 1995 Stock
Option Plan and will be sold for the accounts of the selling shareholders.





                                       -5-

<PAGE>
                                  RISK FACTORS


         The purchase of our common shares  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this Prospectus before deciding to invest in our common shares.


WE FACE UNCERTAINTY IN OUR ABILITY TO BECOME A PROFITABLE COMPANY.

         We have incurred  substantial  losses since our inception in 1990.  Our
net loss was $5.6 million for fiscal 1998, $8.9 million for fiscal 1999 and $2.4
million for the first  quarter of fiscal 2000.  Our losses to date have resulted
primarily from expenses incurred in building a sales and marketing organization,
adding  administrative  personnel and  developing a national  infrastructure  to
support  the  rapid  growth  in the  number  of our  installed  base of bulk CO2
systems. The cost of this expansion and the significant  depreciation expense of
our installed  base of bulk CO2 systems have resulted in  significant  operating
losses to date and  accumulated  net losses of $19.5  million at  September  30,
1999. We cannot be certain that we will install a sufficient  number of our bulk
CO2 systems or obtain  sufficient  market  acceptance  to allow us to achieve or
sustain profitability.

WE HAVE SUBSTANTIAL INDEBTEDNESS.

         As of September  30, 1999,  we had  outstanding  indebtedness  of $83.5
million,  which included $44.25 million under our revolving  credit facility and
$38.8 million of our 12% Senior Subordinated Promissory Notes due 2004 and 2005.
If we are unable to generate  sufficient cash flow to service our  indebtedness,
we will have to reduce  or delay  planned  capital  expenditures,  sell  assets,
restructure or refinance our indebtedness or seek additional equity capital.  We
cannot assure you that any of these  strategies can be affected on  satisfactory
terms, if at all,  particularly in light of our high levels of indebtedness.  In
addition, the extent to which we continue to have substantial indebtedness could
have significant consequences, including:

         -        our ability to obtain  additional  financing in the future for
                  working capital,  capital  expenditures,  product research and
                  development, acquisitions and other general corporate purposes
                  may be materially limited or impaired,
         -        a  substantial  portion of our cash flow from  operations  may
                  need  to be  dedicated  to  the  payment  of  interest  on our
                  indebtedness  and  therefore  not  available  to  finance  our
                  business, and
         -        our high degree of indebtedness may make us more vulnerable to
                  economic downturns, limit our ability to withstand competitive
                  pressures or reduce our  flexibility in responding to changing
                  business and economic conditions.



                                       -6-

<PAGE>
         Also, our lenders require that we maintain certain  financial and other
covenants.  In the event that we fail to maintain  such  covenants,  our lenders
could declare us in default and demand the repayment of our indebtedness to them
if such default were not cured or waived.


WE NEED ADDITIONAL FUNDING TO EXPAND OUR BUSINESS.

         At September 30, 1999, we had negative working capital of $3.1 million.
Our business is capital  intensive and we will  continue to require  substantial
funds in order to expand our business.  Our ability to borrow  additional  funds
under our revolving  credit  facility is dependent upon the achievement by us of
increasing  levels  of  gross  margin  and  earnings  before  interest,   taxes,
depreciation  and  amortization  ("EBITDA").  If we do not achieve EBITDA levels
sufficient to borrow additional funds to purchase bulk CO2 systems to place into
service and we are unable to obtain additional debt or equity financing, we will
have to limit our growth.

OUR FUTURE OPERATING RESULTS REMAIN UNCERTAIN.

         You should not consider growth rates in our revenue to be indicative of
growth rates in our  operating  results.  In  addition,  you should not consider
prior growth rates in our revenue to be indicative of future growth rates in our
revenue. The timing and amount of future revenues will depend almost entirely on
our  ability  to  obtain  new  agreements  with  potential   customers  for  the
installation  of bulk CO2 systems and  utilization  of our services.  Our future
operating results will depend on many factors, including:

                  o         the level of product and price competition,
                  o         the ability of us to manage our growth,
                  o         the ability to hire additional employees, and
                  o         the ability to control costs.

OUR BUSINESS IS DEPENDENT ON CONTINUED MARKET ACCEPTANCE BY THE
FOOD AND BEVERAGE INDUSTRY.

         We are  substantially  dependent on continued market  acceptance of our
bulk  CO2  systems  by  the  food  and  beverage  industry  which  accounts  for
approximately  95% of our revenues.  The retail beverage CO2 industry is mature,
with only limited  growth in total demand for CO2 foreseen.  Our ability to grow
is  dependent  upon the  success  of our  marketing  efforts  in  acquiring  new
customers and their  acceptance  of bulk CO2 systems in replacing  high pressure
CO2 cylinders.  While the food and beverage  industry to date has been receptive
to bulk CO2  systems,  we cannot be certain  that the  operating  results of our
installed  base of bulk CO2 systems  will  continue to be favorable or that past
results will be indicative of future market acceptance of our service.



                                       -7-

<PAGE>
         In  addition,  any  recession  experienced  by the  food  and  beverage
industry or any significant  shift in consumer  preferences away from carbonated
beverages  to other  types of  beverages  could  harm  our  business,  financial
condition, results of operations and ability to service our indebtedness.


WE LACK PRODUCT DIVERSITY.

         Substantially  all of our  revenues are derived from the rental of bulk
CO2 systems  installed at  customers'  sites,  the sale of CO2 and high pressure
cylinder rental revenues.  Unlike many of our competitors for whom bulk CO2 is a
secondary business, we have no material lines of business other than the leasing
of bulk CO2  systems and the sale of CO2 and we do not  anticipate  diversifying
into  other  product  or  service  lines  in  the  future.  Accordingly,  market
acceptance of our bulk CO2 systems is critical to our future success.  We cannot
assure you that an acceptable level of demand will be achieved or sustained.  If
sufficient  demand  for our bulk CO2  systems  does not  develop  due to lack of
market  acceptance,  technological  change,  competition or other  factors,  our
business,  financial  condition and results of operations and ability to service
our indebtedness could be seriously harmed.

OUR MARKET IS HIGHLY COMPETITIVE.

         The  industry in which we operate is highly  competitive.  While we are
the first and only  company to operate a national  network of service  locations
with over 97% of fountain beverage users in the Continental United States within
our current service area, we compete regionally with several direct competitors.
We cannot be certain that these  competitors have not or will not  substantially
increase  their  installed  base of bulk CO2  systems and expand  their  service
nationwide.  Because there are no major barriers to entry, we also face the risk
of a well capitalized competitor's entry into our existing or future markets. In
addition,  we compete with numerous  distributors of bulk and high pressure CO2,
including industrial gas and welding supply companies,  specialty gas companies,
restaurant and grocery supply  companies and fountain  supply  companies.  These
suppliers  vary widely in size and some of our  competitors  have  significantly
greater  financial,   technical  or  marketing   resources  than  we  do.  These
competitors may be able to undertake more extensive marketing  campaigns,  adopt
more aggressive  pricing policies and make more attractive  offers to customers.
Our competitors might succeed in developing  technologies,  products or services
that are  superior,  less costly or more widely used than those that have or are
being developed by us or that would render our technologies or products obsolete
or noncompetitive.  In addition,  certain competitors may have an advantage over
us with  customers who prefer  dealing with one company that can supply bulk CO2
as well as fountain  syrup. We cannot be certain that we will be able to compete
effectively  with current or future  competitors.  Competitive  pressures  could
seriously harm our business,  financial  condition and results of operations and
our ability to service our indebtedness.



                                       -8-

<PAGE>
OUR FAILURE TO MANAGE GROWTH COULD HARM OUR BUSINESS.

         We have  experienced  rapid growth and intend to continue to expand our
operations  aggressively.  The growth in the size and scale of our  business has
placed,  and we expect it will  continue  to place,  significant  demands on our
operational,  administrative and financial personnel and operating systems.  Our
additional  planned expansion may further strain management and other resources.
Our ability to manage growth  effectively  will depend on our ability to improve
our  operating  systems,  to expand,  train and manage our employee  base and to
develop additional service capacity.  We may be unable to effectively manage the
expansion of our operations, to implement and develop our systems, procedures or
controls,  to  adequately  support our  operations  or to achieve and manage the
currently  projected  installations  of bulk CO2  systems.  If we are  unable to
manage  growth  effectively,  our business,  financial  condition and results of
operations  and our  ability  to service  our  indebtedness  could be  seriously
harmed.

WE DEPEND UPON THIRD-PARTY SUPPLIERS.

         We do  not  conduct  manufacturing  operations  and  depend,  and  will
continue to depend,  on outside  parties for the manufacture of bulk CO2 systems
and components. We intend to significantly expand our installed base of bulk CO2
systems, and such expansion may be limited by the manufacturing  capacity of our
third-party manufacturers.  Although we expect that our current manufacturers of
bulk CO2  systems  will be able to produce  sufficient  units to meet  projected
demand,  manufacturers  may not be able to meet  our  manufacturing  needs  in a
satisfactory and timely manner. If there is an unanticipated  increase in demand
for bulk CO2 systems,  we may be unable to meet such demand due to manufacturing
constraints.  Although we have agreements with Chart Industries, Inc. and Taylor
Wharton   Cryogenics  (a  division  of  Harsco   Corporation),   the  two  major
manufacturers of bulk CO2 systems, neither company has a long-term obligation to
continue  to  manufacture  bulk  CO2  systems  and  components.   Should  either
manufacturer  cease  manufacturing  bulk CO2  systems,  we would be  required to
locate additional suppliers.  We may be unable to locate alternate manufacturers
on a  timely  basis.  A delay in the  supply  of bulk CO2  systems  could  cause
potential  customers  to delay their  decision to  purchase  our  services or to
choose not to purchase our services,  which would result in delays in or loss of
revenues.  In such  event,  our  business,  financial  condition  and results of
operations and our ability to service our indebtedness would be affected.

         In addition, we purchase CO2 for resale to our customers.  In May 1997,
we entered into a ten year exclusive  requirements  contract with The BOC Group,
Inc.  ("BOC")  for the  purchase of bulk CO2. In the event that BOC is unable to
fulfill our requirements,  we would have to locate additional suppliers. A delay
in locating additional suppliers or our inability to locate additional suppliers
would  result  in loss of  revenues.  In such  event,  our  business,  financial
condition and results of operations and our ability to service our  indebtedness
would be affected.


                                       -9-

<PAGE>
WE DEPEND UPON KEY PERSONNEL AND NEED TO HIRE ADDITIONAL PERSONNEL.

         Our performance is substantially dependent on the continued services of
our executive  officers and key  employees,  all of whom we employ on an at-will
basis. Our long-term  success will depend on our ability to recruit,  retain and
motivate highly skilled personnel. Competition for such personnel is intense. We
have at times experienced difficulties in recruiting qualified personnel, and we
may experience  difficulties in the future.  The inability to attract and retain
necessary technical and managerial  personnel could seriously harm our business,
financial  condition  and results of  operations  and our ability to service our
indebtedness. We do not maintain "key man" life insurance on any employee.

WE MUST KEEP PACE WITH TECHNOLOGICAL CHANGES TO REMAIN COMPETITIVE.

         Our  success  depends  in part on our  ability  to obtain  new bulk CO2
customers by  converting  existing  users of high pressure CO2 cylinders to bulk
CO2 systems and to keep pace with continuing  changes in technology and consumer
preferences   while  remaining  price   competitive.   Our  failure  to  develop
technological   improvements   or  to  adapt  our   products   and  services  to
technological  change on a timely basis  could,  over time,  seriously  harm our
business,  financial  condition  and  results of  operations  and our ability to
service our indebtedness.

OUR COMMON SHARE PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

         Our common share price has fluctuated  substantially  since our initial
public  offering in December  1995.  The market price of our common shares could
decline from current  levels or continue to  fluctuate.  The market price of our
common shares may be significantly affected by the following factors:

         -     announcements  of  technological  innovations  or new products or
               services by us or our competitors,
         -     trends and fluctuations in the use of bulk CO2 systems,
         -     timing of bulk CO2 systems  installations  relative to  financial
               reporting periods,
         -     release of  reports,
         -     operating results below expectations,
         -     changes  in,  or our  failure  to meet,  financial  estimates  by
               securities analysts,
         -     industry  developments,
         -     market  acceptance  of bulk CO2 systems,
         -     economic and other external factors, and
         -     period-to-period fluctuations in our financial results.



                                      -10-

<PAGE>

         In addition,  the securities markets have from time to time experienced
significant  price and volume  fluctuations  that are unrelated to the operating
performance  of  particular  companies.   These  market  fluctuations  may  also
materially and adversely affect the market price of our common shares.

OUR OPERATING RESULTS MAY FLUCTUATE DUE TO SEASONALITY.

         Approximately  9% of our bulk CO2  customers  are  billed  utilizing  a
"rental plus per pound" program and  approximately 15% of our bulk CO2 customers
own  their  own  bulk  CO2  systems  and are  billed  by the  pound  for all CO2
delivered.  We believe that, on a relative basis,  customers purchasing bulk CO2
by the pound tend to consume less CO2 in the winter months and our sales to such
customers will be  correspondingly  lower in times of cold or inclement weather.
We  cannot be  certain,  however,  that  such  seasonal  trends  will  continue.
Consequently,  we are unable to predict revenues for any future quarter with any
significant degree of accuracy.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We have never declared or paid any cash dividends on our capital stock.
We  currently  intend to retain any future  earnings  for  funding  growth  and,
therefore,  do not expect to pay any  dividends in the  foreseeable  future.  In
addition,  the payment of cash dividends is restricted by financial covenants in
our loan agreements.

OUR OPERATING RESULTS ARE AFFECTED BY RISING INTEREST RATES.

         The interest  rate on our revolving  credit  facility  fluctuates  with
market  interest  rates  resulting in greater  interest costs in times of rising
interest  rates.  Consequently,  our  profitability  is  sensitive to changes in
interest rates.

OUR INSURANCE POLICIES MAY NOT COVER ALL OPERATING RISKS.

         Our  operations  are subject to all of the operating  hazards and risks
normally  incidental  to  handling,  storing and  transporting  CO2,  which as a
compressed  gas is classified  as a hazardous  material.  We maintain  insurance
policies in such amounts and with such  coverages and  deductibles as we believe
are  reasonable  and prudent.  We cannot assure you that such  insurance will be
adequate to protect us from all  liabilities  and  expenses  that may arise from
claims for  personal  and  property  damage  arising in the  ordinary  course of
business  or  that  such  levels  of  insurance  will be  maintained  or will be
available at  economical  prices.  If a significant  liability  claim is brought
against us that is not covered by insurance, our business,  financial condition,
and  results of  operations  and ability to service  our  indebtedness  could be
seriously harmed.



                                      -11-

<PAGE>
OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION.

         Our  business  is  subject to  federal  and state laws and  regulations
adopted  for the  protection  of the  environment,  the health and safety of our
employees and users of our products and services. The transportation of bulk CO2
is subject to regulation by various federal, state and local agencies, including
the U.S. Department of Transportation.  These regulatory  authorities have broad
powers, and we are subject to regulatory and legislative changes that can affect
the  economics of our industry by  requiring  changes in operating  practices or
influencing the demand for, and the cost of providing services.

OUR  OFFICERS AND DIRECTORS ARE ABLE TO EXERT SIGNIFICANT CONTROL
OVER MATTERS REQUIRING SHAREHOLDER APPROVAL.

         Executive  officers,   directors  and  entities  affiliated  with  them
beneficially own, in the aggregate,  approximately 27% of our outstanding common
shares. These shareholders,  if acting together,  would be able to significantly
influence  all matters  requiring  approval by our  shareholders,  including the
election of directors and the approval of  significant  corporate  transactions,
such as mergers or other business combination  transactions.  This concentration
of ownership may also have the effect of delaying or  preventing an  acquisition
or change in control of our company,  which could have a material adverse effect
on our common share price.


PROVISIONS OF OUR CHARTER AND FLORIDA LAW MAY PREVENT OR DELAY AN
ACQUSITION OF OUR COMPANY.

         Our  board of  directors  has the  authority  to issue up to  5,000,000
shares of preferred stock. Without any further vote or action on the part of the
shareholders,  our board of directors  will have the  authority to determine the
price, rights, preferences,  privileges and restrictions of the preferred stock.
Although  the issuance of preferred  stock will provide us with  flexibility  in
connection with possible acquisitions and other corporate purposes, the issuance
of  preferred  stock may make it more  difficult  for a third party to acquire a
majority of our  outstanding  voting stock.  We currently have no plans to issue
preferred stock.

         We are  subject to  several  anti-takeover  provisions  that apply to a
public  corporation  organized under Florida law. These provisions provide that,
subject to certain exceptions, an "affiliated transaction" (certain transactions
between a  corporation  and a holder of more than 10% of its voting  securities)
must be  approved  by a majority of  disinterested  directors  or the holders of
two-thirds  of the  voting  shares  other than  those  beneficially  owned by an
"interested  shareholder,"  and that "control shares" (shares acquired in excess
of  certain   specified   thresholds)   acquired  in  specified   control  share
acquisitions  have voting  rights  only to the extent  conferred  by  resolution
approved by  shareholders,  excluding  holders of shares  defined as "interested
shares."


                                      -12-

<PAGE>

         A Florida corporation may opt out of the Florida  anti-takeover laws if
its articles of incorporation  or,  depending on the provision in question,  its
bylaws so provide.  We have not opted out of the provisions of the anti-takeover
laws. As such,  these laws could prohibit or delay a merger or other takeover or
change of control and may discourage attempts by other companies to acquire us.

FUTURE SALES OF SHARES COULD AFFECT OUR STOCK PRICE.

         If our  shareholders  sell  substantial  amounts of our common  shares,
including  shares issued upon exercise of outstanding  options and warrants,  in
the public market, the market price of our common shares could fall. These sales
also  might  make it more  difficult  for us to sell  equity  or  equity-related
securities in the future at a time and price that we deem  appropriate.  We have
outstanding options under our 1995 Stock Option Plan and Directors' Stock Option
Plan to purchase an aggregate of 816,714  common  shares at an average  exercise
price of $9.26 per share and  outstanding  warrants to purchase an  aggregate of
2,178,047 common shares at an average exercise price of $11.71 per share.

THIS PROSPECTUS AND DOCUMENTS INCORPORATED BY REFERENCE INTO
THIS PROSPECTUS CONTAIN FORWARD-LOOKING STATEMENTS; THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE
SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND OTHER FACTORS, SOME
OF WHICH ARE BEYOND OUR CONTROL.

         This  Prospectus  and  documents  incorporated  by reference  into this
Prospectus contain forward-looking  statements within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended,  that are not historical  facts but rather are
based on current expectations,  estimates and projections about our business and
industry, our beliefs and assumptions.  Words such as "anticipates",  "expects",
"intends",  "plans",  "believes",  "seeks",  "estimates" and variations of these
words  and  similar   expressions  are  intended  to  identify   forward-looking
statements.  These  statements are not guarantees of future  performance and are
subject to certain risks,  uncertainties  and other  factors,  some of which are
beyond our control,  are difficult to predict and could cause actual  results to
differ  materially  from those  expressed or forecasted  in the  forward-looking
statements.  These risks and  uncertainties  include  those  described  in "Risk
Factors"  and  elsewhere  in  this  Prospectus  and  documents  incorporated  by
reference into this Prospectus. You are cautioned not to place undue reliance on
these forward-looking statements, which reflect our management's view only as of
the date of this  Prospectus or as of the date of any document  incorporated  by
reference  into this  Prospectus.  We  undertake no  obligation  to update these
statements   or  publicly   release  the  results  of  any   revisions   to  the
forward-looking  statements that we may make to reflect events or  circumstances
after the date of this Prospectus or the date of any document  incorporated into
this Prospectus or to reflect the occurrence of unanticipated events.




                                      -13-

<PAGE>
                                 USE OF PROCEEDS

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  identified in this  Prospectus of common shares that may be issued
by us to the selling  shareholders  upon the exercise of stock  options  granted
under our 1995 Stock Option Plan. See "Selling  Shareholders."  All net proceeds
from the sale of common  shares will go to the  shareholders  who offer and sell
their shares.  We will not receive any part of the proceeds from such sales.  We
will,  however,  receive the exercise  price of the options at the time of their
exercise.  If all of the options are exercised,  we will realize proceeds in the
amount of $3,165,821.  Such proceeds will be contributed to working  capital and
will be used for general corporate purposes.


                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the  reoffer  and resale of common  shares
issued or that may be issued to the  selling  shareholders  under our 1995 Stock
Option Plan.

         The  following  table  sets  forth  (i) the  number  of  common  shares
beneficially  owned by each selling  shareholder  at February 7, 2000,  (ii) the
number of common  shares to be offered  for resale by each  selling  shareholder
(i.e., the total number of common shares underlying options held by each selling
shareholder  irrespective  of whether such options are presently  exercisable or
exercisable  within 60 days of  February  7,  2000) and  (iii)  the  number  and
percentage  of  common  shares  to be  held by each  selling  shareholder  after
completion of the offering.

<TABLE>
<CAPTION>

                                                                                                 Number of Common
                                                                            Number of          Shares/Percentage of
                                                Number of Common          Common Shares       Class to be Owned After
                                               Shares Owned Prior         to be Offered          Completion of the
                   Name                         to the Offering(1)              (2)                 Offering(1)
                  ------                       --------------------          --------              ------------
<S>                                                   <C>                    <C>                   <C>
Edward M. Sellian, Chief Executive                    1,180,353              150,000               1,086,263/14.7%
Officer
Robert Ranieri,Chief Operating Officer                  106,609              189,783                  10,500/*
</TABLE>

-----------------------------
*  Less than 1%.

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be acquired  by such  person  within 60 days after the date of this
         Prospectus  upon the exercise of options.  Unless  otherwise  noted, we
         believe that all persons  named in the above table have sole voting and
         investment power with respect to all common shares  beneficially  owned
         by them.

(2)      Consists of common  shares  issuable  upon the exercise of options both
         currently and not


                                      -14-

<PAGE>
         currently exercisable.

         We cannot assure you that the selling  shareholders will exercise their
options to purchase our common shares.

         The shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the selling
shareholders  are first  required to contact our Corporate  Secretary to confirm
that this  Prospectus  is in effect.  We intend to  distribute  to each  selling
shareholder a letter describing the procedures that the selling  shareholder may
follow  in order to use  this  Prospectus  to sell the  shares  and  under  what
conditions this Prospectus may be used. The selling  shareholders expect to sell
the shares at prices then  attainable,  less ordinary  brokers'  commission  and
dealers' discounts as applicable.


                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;  we have  not  and  the  selling
shareholders  have not employed an underwriter  for the sale of common shares by
the  selling  shareholders.  We will bear all  expenses in  connection  with the
preparation of this Prospectus.  The selling shareholders will bear all expenses
associates with the sale of the common shares.

         The selling  shareholders  may offer their  common  shares  directly or
through pledgees,  donees, transferees or other successors in interest in one or
more of the following transactions:

         o        On any stock exchange on which the common shares may be listed
                  at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling  shareholders  may offer their common  shares at any of the
following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

         The selling shareholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  shareholders  and/or  the  purchasers  of common  shares  for whom such
broker-dealers  may act as agents or to whom  they sell as  principals,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).


                                      -15-

<PAGE>
         Any broker-dealer acquiring common shares from the selling shareholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such  sales may be at prices  then  prevailing  on Nasdaq or at prices or at
quotes related to such prevailing  market prices or at negotiated  prices to its
customers or a combination  of such methods.  The selling  shareholders  and any
broker-dealers  that  act in  connection  with  the  sale of the  common  shares
pursuant  to this  Prospectus  might be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities Act; any commissions received by them
and any  profit  on the  resale of  shares  as  principal  might be deemed to be
underwriting  discounts  and  commissions  under the  Securities  Act.  Any such
commissions,  as well as other expenses incurred by the selling shareholders and
applicable transfer taxes, are payable by the selling shareholders.

         The selling shareholders reserve the right to accept, and together with
any agent of the selling shareholder, to reject in whole or in part any proposed
purchase  of the common  shares.  The  selling  shareholders  will pay any sales
commissions or other seller's compensation applicable to such transactions.

         We have not  registered  or  qualified  offers  and sales of the common
shares under the laws of any country,  other than the United  States.  To comply
with certain states'  securities laws, if applicable,  the selling  shareholders
will offer and sell  their  common  shares in such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
selling  shareholders  may  not  offer  or sell  common  shares  unless  we have
registered or qualified  such shares for sale in such states or we have complied
with an available exemption from registration or qualification.

         The selling  shareholders  have  represented to us that any purchase or
sale of common shares by them will comply with  Regulation M  promulgated  under
the Exchange Act. In general,  Rule 102 under  Regulation M prohibits any person
connected  with a  distribution  of our common  shares (a  "Distribution")  from
directly or indirectly bidding for, or purchasing for any account in which he or
she has a beneficial interest, any of our common shares or any right to purchase
our common shares,  for a period of one business day before and after completion
of his or her participation in the distribution (we refer to that time period as
the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  shareholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing our common shares except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  shares.  No such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering and reselling our common shares at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common shares.



                                      -16-

<PAGE>

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares offered by them pursuant to this Prospectus or otherwise.



                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the common
shares offered hereby have been passed upon by Olshan Grundman Frome  Rosenzweig
& Wolosky LLP, 505 Park Avenue,  New York,  New York 10022.  Certain  members of
such firm own an aggregate of 152,576 common  shares.  Robert L. Frome, a member
of such firm, is one of our directors.


                                     EXPERTS

         The  consolidated  financial  statements of NuCo2 Inc.  incorporated in
this  Prospectus  by reference to our Annual  Report on Form 10-K for the fiscal
year ended June 30, 1999 have been so  incorporated in reliance on the report of
Margolin, Winer & Evens LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.





                                      -17-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by NuCo2 Inc. (the  "Company") with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:

         (a) Annual Report of the Company on Form 10-K for the fiscal year ended
June 30, 1999;

         (b) Quarterly Report of the Company on Form 10-Q for the fiscal quarter
ended September 30, 1999; and

         (c) The description of the Common Shares in the Company's  Registration
Statement on Form 8-A dated December 11, 1995.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Certain  legal  matters in  connection  with the issuance of the Shares
offered  hereby have been passed upon for the Company by Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, 505 Park  Avenue,  New York,  New York 10022.  Certain
members of such firm own an aggregate of 152,576 Common Shares. Robert L. Frome,
a member of such firm, is a director of the Company.




                                      II-1

<PAGE>

Item 6.  Indemnification of Directors and Officers

         Except  as  hereinafter  set  forth,  there  is  no  statute,   charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

         The Articles of  Incorporation  and Bylaws of the Company  provide that
the Company may  indemnify  to the fullest  extent  permitted by Florida law any
person  whom  it  may  indemnify  thereunder,   including  directors,  officers,
employees and agents of the Company.

         The Company has  obtained a  directors'  and  officers'  insurance  and
company  reimbursement  policy in the amount of  $5,000,000.  The policy insures
directors and officers against  unindemnified loss arising from certain wrongful
acts in their capacities and would reimburse the Company for such loss for which
the Company has lawfully indemnified the directors and officers.

         See the last  paragraph of Item 9 below for  information  regarding the
position of the Securities and Exchange Commission with respect to the effect of
any indemnification for liabilities arising under the Securities Act.

         Section 607.0850 of the Florida Business Corporation Act.

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise  against  liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,  order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  corporation  or,  with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the  corporation to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion, actually and reasonably incurred in connection with the


                                      II-2

<PAGE>

defense or settlement of such  proceeding,  including any appeal  thereof.  Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

         (3) To the extent that a  director,  officer,  employee,  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
actually and reasonably incurred by him in connection therewith.

         (4) Any indemnification  under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set forth in  subsection  (1) or
subsection (2). Such determination shall be made:

                  (a) By the board of directors  by a majority  vote of a quorum
         consisting of directors who were not parties to such proceeding;

                  (b) If such a quorum is not obtainable or, even if obtainable,
         by  majority  vote of a  committee  duly  designated  by the  board  of
         directors  (in  which  directors  who  are  parties  may   participate)
         consisting  solely of two or more  directors not at the time parties to
         the proceeding;

                  (c) By independent legal counsel:

                      1.  Selected  by the  board  of  directors  prescribed  in
                  paragraph (a) or the committee prescribed in paragraph (b); or

                      2. If a quorum of the  directors  cannot be  obtained  for
                  paragraph  (a) and the committee  cannot be  designated  under
                  paragraph (b),  selected by majority vote of the full board of
                  directors   (in   which   directors   who  are   parties   may
                  participate); or

                  (d)  By  the  shareholders  by a  majority  vote  of a  quorum
         consisting of shareholders  who were not parties to such proceeding or,
         if no such quorum is obtainable, by a majority vote of shareholders who
         were not parties to such proceeding.



                                      II-3

<PAGE>
         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                  (a) A violation  of the  criminal  law,  unless the  director,
         officer, employee, or agent had reasonable cause to believe his conduct
         was  lawful or had no  reasonable  cause to  believe  his  conduct  was
         unlawful;

                  (b) A transaction from which the director,  officer, employee,
         or agent derived an improper personal benefit;

                  (c) In the case of a director,  a circumstance under which the
         liability provisions of s. 607.0834 are applicable; or

                  (d) Willful  misconduct or a conscious  disregard for the best
         interests of the  corporation in a proceeding by or in the right of the
         corporation to procure a judgment in its favor or in a proceeding by or
         in the right of a shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification, and despite any contrary determination of


                                      II-4

<PAGE>
the board or of the  shareholders  in the specific  case,  a director,  officer,
employee,  or agent of the corporation who is or was a party to a proceeding may
apply for  indemnification  or  advancement  of  expenses,  or both to the court
conducting  the  proceeding,  to the  circuit  court,  or to  another  court  of
competent  jurisdiction.  On receipt of an application,  the court, after giving
any  notice  that  it  considers  necessary,   may  order   indemnification  and
advancement of expenses,  including  expenses incurred in seeking  court-ordered
indemnification or advancement of expenses, if it determines that:

                  (a) The director,  officer,  employee, or agent is entitled to
         mandatory indemnification under subsection (3), in which case the court
         shall  also  order  the  corporation  to pay  the  director  reasonable
         expenses  incurred  in  obtaining   court-ordered   indemnification  or
         advancement of expenses;

                  (b) The director,  officer,  employee, or agent is entitled to
         indemnification  or advancement of expenses,  or both, by virtue of the
         exercise by the corporation of its power pursuant to subsection (7); or

                  (c) The director,  officer,  employee,  or agent is fairly and
         reasonably  entitled to indemnification or advancement of expenses,  or
         both, in view of all the relevant circumstances,  regardless of whether
         such person met the  standard of conduct  set forth in  subsection  (1)
         subsection (2), or subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

         (11) For purposes of this section:

              (a) The term "other enterprises" includes employee benefit plans;

              (b) The term "expenses" includes counsel fees, including those for
         appeal;

              (c) The term "liability"  includes  obligations to pay a judgment,
         settlement,  penalty,  fine  (including  an excise  tax  assessed  with
         respect to any  employee  benefit  plan),  and  expenses  actually  and
         reasonably incurred with respect to a proceeding;

              (d) The term  "proceeding"  includes any threatened,  pending,  or
         completed  action,  suit, or other type of  proceeding,  whether civil,
         criminal, administrative, or


                                      II-5

<PAGE>
         investigative and whether formal or informal;

              (e) The term "agent" includes a volunteer;

              (f) The term "serving at the request of the corporation"  includes
         any  service  as  a  director,  officer,  employee,  or  agent  of  the
         corporation  that  imposes  duties on such  persons,  including  duties
         relating  to  an  employee   benefit  plan  and  its   participants  or
         beneficiaries; and

              (g) The term "not opposed to the best interest of the corporation"
         describes  the  actions  of a person  who acts in good  faith  and in a
         manner  he  reasonably  believes  to be in the  best  interests  of the
         participants and beneficiaries of an employee benefit plan.

         (12) A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

         The Company has also agreed to indemnify  each  director and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director, officer, employee or agent of the Company, to the
fullest extent permitted under Florida law.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Index

         4        1995 Stock Option Plan.

         5        Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

      23.1        Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
                  (included in its opinion filed as Exhibit 5).



                                      II-6

<PAGE>



     23.2         Consent of Margolin, Winer & Evens, LLP, independent auditors.

     24           Powers of Attorney  (included  on the  signature  page to this
                  Registration Statement).

Item 9.  Undertakings

                  The undersigned registrant hereby undertakes:

                  a. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  b. That,  for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  c. To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  d. That, for purposes of determining  any liability  under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  e. To deliver or cause to be delivered with the prospectus, to
each person to whom the  prospectus is sent or given,  the latest annual report,
to security  holders that is  incorporated  by reference in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and  where  interim  financial
information  required to be presented by Article 3 of Regulation  S-X is not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities


                                      II-7

<PAGE>


(other than the  payment by the  registrant  of  expenses  incurred or paid by a
director,  officer or  controlling  person of the  registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.


                                      II-8

<PAGE>

                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Stuart, State of Florida on this 10th day of February,
2000.

                                             NUCO2 INC.
                               ------------------------------------------------
                                           (Registrant)

                               By: /s/ Edward M. Sellian
                                   --------------------------------------------
                                      Edward M. Sellian, Chief Executive Officer


                       POWER OF ATTORNEYS AND SIGNATORIES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of NuCo2 Inc.  hereby  constitutes  and appoints Edward M. Sellian and
Eric M. Wechsler and each of them singly,  as true and lawful  attorneys-in-fact
and agents with full power of substitution  and  resubstitution,  for him in his
name in any and  all  capacities,  to  sign  any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission and to prepare any and all exhibits thereto,
and other documents in connection  therewith,  and to make any applicable  state
securities  law or blue sky filings,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite  or  necessary  to be done to enable  NuCo2  Inc.  to comply  with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the Securities and Exchange Commission,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

       Signature                        Title                        Date

/s/ Edward M. Sellian         Chairman of the Board and Chief
---------------------------   Executive Officer (Principal     February 10, 2000
    (Edward M. Sellian)       Executive Officer)

/s/ Robert Ranieri            Executive Vice President, Chief  February 10, 2000
---------------------------   Operating Officer and Director
   (Robert Ranieri)


/s/ Joann Sabatino            Chief Financial Officer          February 10, 2000
--------------------------    (Principal Financial Officer
   (Joann Sabatino)           and Principal Accounting Officer)



                                      II-9

<PAGE>

/s/ Craig L. Burr              Director                        February 10, 2000
--------------------------
     (Craig L. Burr)

/s/ Robert L. Frome            Director                        February 10, 2000
--------------------------
     (Robert L. Frome)

/s/ John A. Kerney             Director                        February 10, 2000
--------------------------
     (John A. Kerney)

/s/ Daniel Raynor              Director                        February 10, 2000
--------------------------
     (Daniel Raynor)

/s/ Richard D. Waters, Jr.     Director                        February 10, 2000
--------------------------
   (Richard D. Waters, Jr.)


The 1995 Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Stuart, State of Florida
on February 10, 2000.


                                                   NUCO2 INC.
                                            1995 STOCK OPTION PLAN
                                  ----------------------------------------------



                                  By:  /s/ John A. Kerney
                                       -----------------------------------------
                                          John A. Kerney,
                                           Member of Stock Option Committee


                                  By:  /s/ Daniel Raynor
                                       -----------------------------------------
                                          Daniel Raynor,
                                          Member of Stock Option Committee




                                      II-10
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 75349}]
{"company-data": {"conformed-name": "NUCO2 INC /FL", "cik": "0000947577", "assigned-sic": "5160", "irs-number": "650180800", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30042", "film-number": "531704"}, "business-address": {"street1": "2820 S E MARKET PLACE", "city": "STUART", "state": "FL", "zip": "34997", "phone": "5612211754"}, "mail-address": {"street1": "2820 SE MARKET PLACE", "city": "STUART", "state": "FL", "zip": "34997"}, "former-company": {"former-conformed-name": "FOWLER CARBONICS INC", "date-changed": "19951108"}}
As filed with the Securities and Exchange Commission on February 10, 2000
                                                    Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   NUCO2 INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Florida
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   65-0180800
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                   2800 SE Market Place, Stuart Florida   34997
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                   NUCO2 INC.
                             1995 STOCK OPTION PLAN
                                       and
                               OPTION TO ADVISOR
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             Eric M. Wechsler, Esq.
                                 General Counsel
                                   NuCo2 Inc.
                   2800 SE Market Place, Stuart, Florida 34997
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (561) 221-1754
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum
      Title Of Securities             Amount To Be            Offering Price Per          Proposed Maximum              Amount of
        To Be Registered               Registered                   Share             Aggregate Offering Price      Registration Fee
Common Shares, $.001 par
value per share                   1,200,000 shares(1)(2)             $11.92(2)                $14,304,000(2)                 $3,777
Common Shares, $.001 par
value per share                   1,500 shares                         $10.25                     $15,375                      $5
Total                                                                                                                        $3,782
(1)      Pursuant  to Rule 416,  the  Registration  Statement  also  covers such
         indeterminate  number of  Common  Shares as may  become  issuable  as a
         result of any future  anti-dilution  adjustment in accordance  with the
         terms of the 1995 Stock Option Plan (the "1995 Plan").

(2)      Includes an aggregate of 431,480  shares with respect to which  options
         were granted under the 1995 Plan at an average  exercise price of $8.08
         per share.  An additional  768,520 shares may be offered under the 1995
         Plan.  Pursuant to Rule 457(g) and (h),  the  offering  price for these
         additional  shares is estimated  solely for the purpose of  determining
         the  registration  fee and is based on $14.07,  the average of the high
         and low sale  prices of the  Common  Shares as  reported  by The Nasdaq
         Stock Market on February 7, 2000.
EXPLANATORY NOTES

         On June 24,  1996,  NuCo2 Inc.  (the  "Company")  filed a  Registration
Statement on Form S-8 (No. 333- 06705) relating to, among other things,  350,000
Common Shares  issuable under the 1995 Plan. On December 3, 1997 and December 2,
1999,  the  Company's  shareholders  approved  increases  of 500,000 and 700,000
Common  Shares,  respectively,  in the 1995  Plan  (the  "Additional  1995  Plan
Shares"), from 350,000 Common Shares to a total of 1,550,000 Common Shares.

         The Company has prepared this Registration Statement in accordance with
the  requirements  of Form S-8 under the Securities Act of 1933, as amended (the
"Securities  Act"), to register the Additional 1995 Plan Shares and 1,500 Common
Shares issuable pursuant to an advisor option.

         This Registration  Statement includes a Reoffer Prospectus  prepared in
accordance  with  Part I of Form S-3  under  the  Securities  Act.  The  Reoffer
Prospectus may be utilized for reofferings and resales of up to 1,200,000 Common
Shares  acquired  pursuant to the 1995 Plan by selling  shareholders  who may be
deemed an "affiliate"  (as such term is defined in Rule 405 under the Securities
Act) of the Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part I of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of the Registration Statement or
as  prospectuses  or  prospectus  supplements  pursuant  to Rule 424  under  the
Securities Act.

                                       -2-
PROSPECTUS

                             1,200,000 COMMON SHARES

                                   NUCO2 INC.

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  of  common  shares  that  may  be  issued  by  us to  the  selling
shareholders  upon the exercise of stock  options  granted  under our 1995 Stock
Option Plan.  We previously  registered  the offer and sale of the shares to the
selling shareholders. This Prospectus also relates to certain underlying options
that have not as of this date been granted. If and when such options are granted
to persons  required  to use this  Prospectus  to reoffer  and resell the shares
underlying such options, we will distribute a prospectus supplement.  The shares
are being reoffered and resold for the account of the selling  shareholders  and
we will not receive any of the proceeds from the resale of the shares.

         The  selling  shareholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on The
Nasdaq Stock Market,  in negotiated  transactions  or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this Prospectus.

         Our common  shares are listed on The Nasdaq  National  Market under the
symbol  "NUCO".  On February 7, 2000, the last reported sale price on The Nasdaq
National Market for our common shares was $13.9375 per share.

                               -----------------

         THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
                                     PAGE 6.

                               -----------------

               NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
           ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
             OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
                 TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                               -----------------

                The date of this Prospectus is February 10, 2000.
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION...........................................3

INCORPORATION BY REFERENCE....................................................3

ABOUT THIS PROSPECTUS.........................................................4

THE COMPANY...................................................................5

RISK FACTORS..................................................................6

USE OF PROCEEDS..............................................................14

SELLING SHAREHOLDERS.........................................................14

PLAN OF DISTRIBUTION.........................................................15

LEGAL MATTERS................................................................17

EXPERTS  ....................................................................17

                                       -2-
WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy and information
statements and other  information  with the  Securities and Exchange  Commission
(the  "SEC").  You may read and copy any  documents  we file at the SEC's Public
Reference Room at 450 Fifth Street, N.W.,  Washington,  DC 20549. You may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  Our SEC  filings  are also  available  to the  public  over the
Internet  at the  SEC's  web site at  http://www.sec.gov.  You may also  request
copies of such documents,  upon payment of a duplicating  fee, by writing to the
SEC at 450 Fifth  Street,  N.W.,  Washington,  DC 20549.  Our common  shares are
listed on The Nasdaq National Market and such reports and other  information may
also be inspected at the offices of Nasdaq at 1735 K Street,  N.W.,  Washington,
DC 20006-1500. Additional information about us is available over the Internet at
our web site at HTTP://WWW.NUCO2.COM.

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring to those  documents.  The  information  we incorporate by reference is
considered to be a part of this  Prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

         (1) Our Annual  Report on Form 10-K for the fiscal  year ended June 30,
             1999;
         (2) Our  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
             September 30, 1999; and
         (3) Our Registration Statement on Form 8-A dated December 11, 1995.

         You may request a copy of these filings (excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings) at no cost, by writing or telephoning us at the following address:

                                    NuCo2 Inc.
                                    2800 SE Market Place
                                    Stuart, Florida 34997
                                    Attention: General Counsel
                                    (561) 221-1754

                                       -3-
ABOUT THIS PROSPECTUS

         This  Prospectus is part of a Registration  Statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this  Prospectus or a related  supplement.  We have not  authorized
anyone else to provide you with different information.  The selling shareholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this Prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or any selling  shareholder.  This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities  offered hereby to
any  person  in  any  state  or  other  jurisdiction  in  which  such  offer  or
solicitation is unlawful.

         The  delivery  of this  Prospectus  at any  time  does not  imply  that
information contained herein is correct as of any time subsequent to its date.

                                       -4-
THE COMPANY

         We are the nation's  leading  supplier of bulk CO2 systems and bulk CO2
for carbonating and dispensing fountain beverages.  A pioneer in the use of bulk
CO2  technology,  we are the  driving  force  in the  transformation  from  high
pressure  CO2, the  customary  method of  carbonating  and  dispensing  fountain
beverages,  to bulk CO2. Bulk CO2 is a relatively new technology  that has clear
advantages over high pressure CO2, such as improved beverage quality and product
yields,  reduced  employee  handling and storage  requirements,  elimination  of
downtime and product waste and enhanced safety.

         We are headquartered in Stuart,  Florida and employ the largest network
of sales, service and support professionals in the industry.

         Our  customers are many of the major  national and regional  restaurant
and convenience store chains, movie theater operators,  theme parks, resorts and
sports venues.

         Our  principal  executive  offices are located at 2800 SE Market Place,
Stuart, Florida 34997. Our telephone number at such location is (561) 221-1754.

         We have been a public company since December 1995.

         The shares  offered  hereby  were or will be  purchased  by the selling
shareholders  upon the exercise of options  granted to them under our 1995 Stock
Option Plan and will be sold for the accounts of the selling shareholders.

                                       -5-
RISK FACTORS

         The purchase of our common shares  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this Prospectus before deciding to invest in our common shares.

WE FACE UNCERTAINTY IN OUR ABILITY TO BECOME A PROFITABLE COMPANY.

         We have incurred  substantial  losses since our inception in 1990.  Our
net loss was $5.6 million for fiscal 1998, $8.9 million for fiscal 1999 and $2.4
million for the first  quarter of fiscal 2000.  Our losses to date have resulted
primarily from expenses incurred in building a sales and marketing organization,
adding  administrative  personnel and  developing a national  infrastructure  to
support  the  rapid  growth  in the  number  of our  installed  base of bulk CO2
systems. The cost of this expansion and the significant  depreciation expense of
our installed  base of bulk CO2 systems have resulted in  significant  operating
losses to date and  accumulated  net losses of $19.5  million at  September  30,
1999. We cannot be certain that we will install a sufficient  number of our bulk
CO2 systems or obtain  sufficient  market  acceptance  to allow us to achieve or
sustain profitability.

WE HAVE SUBSTANTIAL INDEBTEDNESS.

         As of September  30, 1999,  we had  outstanding  indebtedness  of $83.5
million,  which included $44.25 million under our revolving  credit facility and
$38.8 million of our 12% Senior Subordinated Promissory Notes due 2004 and 2005.
If we are unable to generate  sufficient cash flow to service our  indebtedness,
we will have to reduce  or delay  planned  capital  expenditures,  sell  assets,
restructure or refinance our indebtedness or seek additional equity capital.  We
cannot assure you that any of these  strategies can be affected on  satisfactory
terms, if at all,  particularly in light of our high levels of indebtedness.  In
addition, the extent to which we continue to have substantial indebtedness could
have significant consequences, including:

         -        our ability to obtain  additional  financing in the future for
                  working capital,  capital  expenditures,  product research and
                  development, acquisitions and other general corporate purposes
                  may be materially limited or impaired,
         -        a  substantial  portion of our cash flow from  operations  may
                  need  to be  dedicated  to  the  payment  of  interest  on our
                  indebtedness  and  therefore  not  available  to  finance  our
                  business, and
         -        our high degree of indebtedness may make us more vulnerable to
                  economic downturns, limit our ability to withstand competitive
                  pressures or reduce our  flexibility in responding to changing
                  business and economic conditions.

                                       -6-
Also, our lenders require that we maintain certain  financial and other
covenants.  In the event that we fail to maintain  such  covenants,  our lenders
could declare us in default and demand the repayment of our indebtedness to them
if such default were not cured or waived.

WE NEED ADDITIONAL FUNDING TO EXPAND OUR BUSINESS.

         At September 30, 1999, we had negative working capital of $3.1 million.
Our business is capital  intensive and we will  continue to require  substantial
funds in order to expand our business.  Our ability to borrow  additional  funds
under our revolving  credit  facility is dependent upon the achievement by us of
increasing  levels  of  gross  margin  and  earnings  before  interest,   taxes,
depreciation  and  amortization  ("EBITDA").  If we do not achieve EBITDA levels
sufficient to borrow additional funds to purchase bulk CO2 systems to place into
service and we are unable to obtain additional debt or equity financing, we will
have to limit our growth.

OUR FUTURE OPERATING RESULTS REMAIN UNCERTAIN.

         You should not consider growth rates in our revenue to be indicative of
growth rates in our  operating  results.  In  addition,  you should not consider
prior growth rates in our revenue to be indicative of future growth rates in our
revenue. The timing and amount of future revenues will depend almost entirely on
our  ability  to  obtain  new  agreements  with  potential   customers  for  the
installation  of bulk CO2 systems and  utilization  of our services.  Our future
operating results will depend on many factors, including:

                  o         the level of product and price competition,
                  o         the ability of us to manage our growth,
                  o         the ability to hire additional employees, and
                  o         the ability to control costs.

OUR BUSINESS IS DEPENDENT ON CONTINUED MARKET ACCEPTANCE BY THE
FOOD AND BEVERAGE INDUSTRY.

         We are  substantially  dependent on continued market  acceptance of our
bulk  CO2  systems  by  the  food  and  beverage  industry  which  accounts  for
approximately  95% of our revenues.  The retail beverage CO2 industry is mature,
with only limited  growth in total demand for CO2 foreseen.  Our ability to grow
is  dependent  upon the  success  of our  marketing  efforts  in  acquiring  new
customers and their  acceptance  of bulk CO2 systems in replacing  high pressure
CO2 cylinders.  While the food and beverage  industry to date has been receptive
to bulk CO2  systems,  we cannot be certain  that the  operating  results of our
installed  base of bulk CO2 systems  will  continue to be favorable or that past
results will be indicative of future market acceptance of our service.

                                       -7-
In  addition,  any  recession  experienced  by the  food  and  beverage
industry or any significant  shift in consumer  preferences away from carbonated
beverages  to other  types of  beverages  could  harm  our  business,  financial
condition, results of operations and ability to service our indebtedness.

WE LACK PRODUCT DIVERSITY.

         Substantially  all of our  revenues are derived from the rental of bulk
CO2 systems  installed at  customers'  sites,  the sale of CO2 and high pressure
cylinder rental revenues.  Unlike many of our competitors for whom bulk CO2 is a
secondary business, we have no material lines of business other than the leasing
of bulk CO2  systems and the sale of CO2 and we do not  anticipate  diversifying
into  other  product  or  service  lines  in  the  future.  Accordingly,  market
acceptance of our bulk CO2 systems is critical to our future success.  We cannot
assure you that an acceptable level of demand will be achieved or sustained.  If
sufficient  demand  for our bulk CO2  systems  does not  develop  due to lack of
market  acceptance,  technological  change,  competition or other  factors,  our
business,  financial  condition and results of operations and ability to service
our indebtedness could be seriously harmed.

OUR MARKET IS HIGHLY COMPETITIVE.

         The  industry in which we operate is highly  competitive.  While we are
the first and only  company to operate a national  network of service  locations
with over 97% of fountain beverage users in the Continental United States within
our current service area, we compete regionally with several direct competitors.
We cannot be certain that these  competitors have not or will not  substantially
increase  their  installed  base of bulk CO2  systems and expand  their  service
nationwide.  Because there are no major barriers to entry, we also face the risk
of a well capitalized competitor's entry into our existing or future markets. In
addition,  we compete with numerous  distributors of bulk and high pressure CO2,
including industrial gas and welding supply companies,  specialty gas companies,
restaurant and grocery supply  companies and fountain  supply  companies.  These
suppliers  vary widely in size and some of our  competitors  have  significantly
greater  financial,   technical  or  marketing   resources  than  we  do.  These
competitors may be able to undertake more extensive marketing  campaigns,  adopt
more aggressive  pricing policies and make more attractive  offers to customers.
Our competitors might succeed in developing  technologies,  products or services
that are  superior,  less costly or more widely used than those that have or are
being developed by us or that would render our technologies or products obsolete
or noncompetitive.  In addition,  certain competitors may have an advantage over
us with  customers who prefer  dealing with one company that can supply bulk CO2
as well as fountain  syrup. We cannot be certain that we will be able to compete
effectively  with current or future  competitors.  Competitive  pressures  could
seriously harm our business,  financial  condition and results of operations and
our ability to service our indebtedness.

                                       -8-
OUR FAILURE TO MANAGE GROWTH COULD HARM OUR BUSINESS.

         We have  experienced  rapid growth and intend to continue to expand our
operations  aggressively.  The growth in the size and scale of our  business has
placed,  and we expect it will  continue  to place,  significant  demands on our
operational,  administrative and financial personnel and operating systems.  Our
additional  planned expansion may further strain management and other resources.
Our ability to manage growth  effectively  will depend on our ability to improve
our  operating  systems,  to expand,  train and manage our employee  base and to
develop additional service capacity.  We may be unable to effectively manage the
expansion of our operations, to implement and develop our systems, procedures or
controls,  to  adequately  support our  operations  or to achieve and manage the
currently  projected  installations  of bulk CO2  systems.  If we are  unable to
manage  growth  effectively,  our business,  financial  condition and results of
operations  and our  ability  to service  our  indebtedness  could be  seriously
harmed.

WE DEPEND UPON THIRD-PARTY SUPPLIERS.

         We do  not  conduct  manufacturing  operations  and  depend,  and  will
continue to depend,  on outside  parties for the manufacture of bulk CO2 systems
and components. We intend to significantly expand our installed base of bulk CO2
systems, and such expansion may be limited by the manufacturing  capacity of our
third-party manufacturers.  Although we expect that our current manufacturers of
bulk CO2  systems  will be able to produce  sufficient  units to meet  projected
demand,  manufacturers  may not be able to meet  our  manufacturing  needs  in a
satisfactory and timely manner. If there is an unanticipated  increase in demand
for bulk CO2 systems,  we may be unable to meet such demand due to manufacturing
constraints.  Although we have agreements with Chart Industries, Inc. and Taylor
Wharton   Cryogenics  (a  division  of  Harsco   Corporation),   the  two  major
manufacturers of bulk CO2 systems, neither company has a long-term obligation to
continue  to  manufacture  bulk  CO2  systems  and  components.   Should  either
manufacturer  cease  manufacturing  bulk CO2  systems,  we would be  required to
locate additional suppliers.  We may be unable to locate alternate manufacturers
on a  timely  basis.  A delay in the  supply  of bulk CO2  systems  could  cause
potential  customers  to delay their  decision to  purchase  our  services or to
choose not to purchase our services,  which would result in delays in or loss of
revenues.  In such  event,  our  business,  financial  condition  and results of
operations and our ability to service our indebtedness would be affected.

         In addition, we purchase CO2 for resale to our customers.  In May 1997,
we entered into a ten year exclusive  requirements  contract with The BOC Group,
Inc.  ("BOC")  for the  purchase of bulk CO2. In the event that BOC is unable to
fulfill our requirements,  we would have to locate additional suppliers. A delay
in locating additional suppliers or our inability to locate additional suppliers
would  result  in loss of  revenues.  In such  event,  our  business,  financial
condition and results of operations and our ability to service our  indebtedness
would be affected.

                                       -9-
WE DEPEND UPON KEY PERSONNEL AND NEED TO HIRE ADDITIONAL PERSONNEL.

         Our performance is substantially dependent on the continued services of
our executive  officers and key  employees,  all of whom we employ on an at-will
basis. Our long-term  success will depend on our ability to recruit,  retain and
motivate highly skilled personnel. Competition for such personnel is intense. We
have at times experienced difficulties in recruiting qualified personnel, and we
may experience  difficulties in the future.  The inability to attract and retain
necessary technical and managerial  personnel could seriously harm our business,
financial  condition  and results of  operations  and our ability to service our
indebtedness. We do not maintain "key man" life insurance on any employee.

WE MUST KEEP PACE WITH TECHNOLOGICAL CHANGES TO REMAIN COMPETITIVE.

         Our  success  depends  in part on our  ability  to obtain  new bulk CO2
customers by  converting  existing  users of high pressure CO2 cylinders to bulk
CO2 systems and to keep pace with continuing  changes in technology and consumer
preferences   while  remaining  price   competitive.   Our  failure  to  develop
technological   improvements   or  to  adapt  our   products   and  services  to
technological  change on a timely basis  could,  over time,  seriously  harm our
business,  financial  condition  and  results of  operations  and our ability to
service our indebtedness.

OUR COMMON SHARE PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

         Our common share price has fluctuated  substantially  since our initial
public  offering in December  1995.  The market price of our common shares could
decline from current  levels or continue to  fluctuate.  The market price of our
common shares may be significantly affected by the following factors:

         -     announcements  of  technological  innovations  or new products or
               services by us or our competitors,
         -     trends and fluctuations in the use of bulk CO2 systems,
         -     timing of bulk CO2 systems  installations  relative to  financial
               reporting periods,
         -     release of  reports,
         -     operating results below expectations,
         -     changes  in,  or our  failure  to meet,  financial  estimates  by
               securities analysts,
         -     industry  developments,
         -     market  acceptance  of bulk CO2 systems,
         -     economic and other external factors, and
         -     period-to-period fluctuations in our financial results.

                                      -10-
In addition,  the securities markets have from time to time experienced
significant  price and volume  fluctuations  that are unrelated to the operating
performance  of  particular  companies.   These  market  fluctuations  may  also
materially and adversely affect the market price of our common shares.

OUR OPERATING RESULTS MAY FLUCTUATE DUE TO SEASONALITY.

         Approximately  9% of our bulk CO2  customers  are  billed  utilizing  a
"rental plus per pound" program and  approximately 15% of our bulk CO2 customers
own  their  own  bulk  CO2  systems  and are  billed  by the  pound  for all CO2
delivered.  We believe that, on a relative basis,  customers purchasing bulk CO2
by the pound tend to consume less CO2 in the winter months and our sales to such
customers will be  correspondingly  lower in times of cold or inclement weather.
We  cannot be  certain,  however,  that  such  seasonal  trends  will  continue.
Consequently,  we are unable to predict revenues for any future quarter with any
significant degree of accuracy.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We have never declared or paid any cash dividends on our capital stock.
We  currently  intend to retain any future  earnings  for  funding  growth  and,
therefore,  do not expect to pay any  dividends in the  foreseeable  future.  In
addition,  the payment of cash dividends is restricted by financial covenants in
our loan agreements.

OUR OPERATING RESULTS ARE AFFECTED BY RISING INTEREST RATES.

         The interest  rate on our revolving  credit  facility  fluctuates  with
market  interest  rates  resulting in greater  interest costs in times of rising
interest  rates.  Consequently,  our  profitability  is  sensitive to changes in
interest rates.

OUR INSURANCE POLICIES MAY NOT COVER ALL OPERATING RISKS.

         Our  operations  are subject to all of the operating  hazards and risks
normally  incidental  to  handling,  storing and  transporting  CO2,  which as a
compressed  gas is classified  as a hazardous  material.  We maintain  insurance
policies in such amounts and with such  coverages and  deductibles as we believe
are  reasonable  and prudent.  We cannot assure you that such  insurance will be
adequate to protect us from all  liabilities  and  expenses  that may arise from
claims for  personal  and  property  damage  arising in the  ordinary  course of
business  or  that  such  levels  of  insurance  will be  maintained  or will be
available at  economical  prices.  If a significant  liability  claim is brought
against us that is not covered by insurance, our business,  financial condition,
and  results of  operations  and ability to service  our  indebtedness  could be
seriously harmed.

                                      -11-
OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION.

         Our  business  is  subject to  federal  and state laws and  regulations
adopted  for the  protection  of the  environment,  the health and safety of our
employees and users of our products and services. The transportation of bulk CO2
is subject to regulation by various federal, state and local agencies, including
the U.S. Department of Transportation.  These regulatory  authorities have broad
powers, and we are subject to regulatory and legislative changes that can affect
the  economics of our industry by  requiring  changes in operating  practices or
influencing the demand for, and the cost of providing services.

OUR  OFFICERS AND DIRECTORS ARE ABLE TO EXERT SIGNIFICANT CONTROL
OVER MATTERS REQUIRING SHAREHOLDER APPROVAL.

         Executive  officers,   directors  and  entities  affiliated  with  them
beneficially own, in the aggregate,  approximately 27% of our outstanding common
shares. These shareholders,  if acting together,  would be able to significantly
influence  all matters  requiring  approval by our  shareholders,  including the
election of directors and the approval of  significant  corporate  transactions,
such as mergers or other business combination  transactions.  This concentration
of ownership may also have the effect of delaying or  preventing an  acquisition
or change in control of our company,  which could have a material adverse effect
on our common share price.

PROVISIONS OF OUR CHARTER AND FLORIDA LAW MAY PREVENT OR DELAY AN
ACQUSITION OF OUR COMPANY.

         Our  board of  directors  has the  authority  to issue up to  5,000,000
shares of preferred stock. Without any further vote or action on the part of the
shareholders,  our board of directors  will have the  authority to determine the
price, rights, preferences,  privileges and restrictions of the preferred stock.
Although  the issuance of preferred  stock will provide us with  flexibility  in
connection with possible acquisitions and other corporate purposes, the issuance
of  preferred  stock may make it more  difficult  for a third party to acquire a
majority of our  outstanding  voting stock.  We currently have no plans to issue
preferred stock.

         We are  subject to  several  anti-takeover  provisions  that apply to a
public  corporation  organized under Florida law. These provisions provide that,
subject to certain exceptions, an "affiliated transaction" (certain transactions
between a  corporation  and a holder of more than 10% of its voting  securities)
must be  approved  by a majority of  disinterested  directors  or the holders of
two-thirds  of the  voting  shares  other than  those  beneficially  owned by an
"interested  shareholder,"  and that "control shares" (shares acquired in excess
of  certain   specified   thresholds)   acquired  in  specified   control  share
acquisitions  have voting  rights  only to the extent  conferred  by  resolution
approved by  shareholders,  excluding  holders of shares  defined as "interested
shares."

                                      -12-
A Florida corporation may opt out of the Florida  anti-takeover laws if
its articles of incorporation  or,  depending on the provision in question,  its
bylaws so provide.  We have not opted out of the provisions of the anti-takeover
laws. As such,  these laws could prohibit or delay a merger or other takeover or
change of control and may discourage attempts by other companies to acquire us.

FUTURE SALES OF SHARES COULD AFFECT OUR STOCK PRICE.

         If our  shareholders  sell  substantial  amounts of our common  shares,
including  shares issued upon exercise of outstanding  options and warrants,  in
the public market, the market price of our common shares could fall. These sales
also  might  make it more  difficult  for us to sell  equity  or  equity-related
securities in the future at a time and price that we deem  appropriate.  We have
outstanding options under our 1995 Stock Option Plan and Directors' Stock Option
Plan to purchase an aggregate of 816,714  common  shares at an average  exercise
price of $9.26 per share and  outstanding  warrants to purchase an  aggregate of
2,178,047 common shares at an average exercise price of $11.71 per share.

THIS PROSPECTUS AND DOCUMENTS INCORPORATED BY REFERENCE INTO
THIS PROSPECTUS CONTAIN FORWARD-LOOKING STATEMENTS; THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE
SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND OTHER FACTORS, SOME
OF WHICH ARE BEYOND OUR CONTROL.

         This  Prospectus  and  documents  incorporated  by reference  into this
Prospectus contain forward-looking  statements within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended,  that are not historical  facts but rather are
based on current expectations,  estimates and projections about our business and
industry, our beliefs and assumptions.  Words such as "anticipates",  "expects",
"intends",  "plans",  "believes",  "seeks",  "estimates" and variations of these
words  and  similar   expressions  are  intended  to  identify   forward-looking
statements.  These  statements are not guarantees of future  performance and are
subject to certain risks,  uncertainties  and other  factors,  some of which are
beyond our control,  are difficult to predict and could cause actual  results to
differ  materially  from those  expressed or forecasted  in the  forward-looking
statements.  These risks and  uncertainties  include  those  described  in "Risk
Factors"  and  elsewhere  in  this  Prospectus  and  documents  incorporated  by
reference into this Prospectus. You are cautioned not to place undue reliance on
these forward-looking statements, which reflect our management's view only as of
the date of this  Prospectus or as of the date of any document  incorporated  by
reference  into this  Prospectus.  We  undertake no  obligation  to update these
statements   or  publicly   release  the  results  of  any   revisions   to  the
forward-looking  statements that we may make to reflect events or  circumstances
after the date of this Prospectus or the date of any document  incorporated into
this Prospectus or to reflect the occurrence of unanticipated events.

                                      -13-
USE OF PROCEEDS

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  identified in this  Prospectus of common shares that may be issued
by us to the selling  shareholders  upon the exercise of stock  options  granted
under our 1995 Stock Option Plan. See "Selling  Shareholders."  All net proceeds
from the sale of common  shares will go to the  shareholders  who offer and sell
their shares.  We will not receive any part of the proceeds from such sales.  We
will,  however,  receive the exercise  price of the options at the time of their
exercise.  If all of the options are exercised,  we will realize proceeds in the
amount of $3,165,821.  Such proceeds will be contributed to working  capital and
will be used for general corporate purposes.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the  reoffer  and resale of common  shares
issued or that may be issued to the  selling  shareholders  under our 1995 Stock
Option Plan.

         The  following  table  sets  forth  (i) the  number  of  common  shares
beneficially  owned by each selling  shareholder  at February 7, 2000,  (ii) the
number of common  shares to be offered  for resale by each  selling  shareholder
(i.e., the total number of common shares underlying options held by each selling
shareholder  irrespective  of whether such options are presently  exercisable or
exercisable  within 60 days of  February  7,  2000) and  (iii)  the  number  and
percentage  of  common  shares  to be  held by each  selling  shareholder  after
completion of the offering.
Number of Common
                                                                            Number of          Shares/Percentage of
                                                Number of Common          Common Shares       Class to be Owned After
                                               Shares Owned Prior         to be Offered          Completion of the
                   Name                         to the Offering(1)              (2)                 Offering(1)
                  ------                       --------------------          --------              ------------
Edward M. Sellian, Chief Executive                    1,180,353              150,000               1,086,263/14.7%
Officer
Robert Ranieri,Chief Operating Officer                  106,609              189,783                  10,500/*
-----------------------------
*  Less than 1%.

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be acquired  by such  person  within 60 days after the date of this
         Prospectus  upon the exercise of options.  Unless  otherwise  noted, we
         believe that all persons  named in the above table have sole voting and
         investment power with respect to all common shares  beneficially  owned
         by them.

(2)      Consists of common  shares  issuable  upon the exercise of options both
         currently and not

                                      -14-
currently exercisable.

         We cannot assure you that the selling  shareholders will exercise their
options to purchase our common shares.

         The shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the selling
shareholders  are first  required to contact our Corporate  Secretary to confirm
that this  Prospectus  is in effect.  We intend to  distribute  to each  selling
shareholder a letter describing the procedures that the selling  shareholder may
follow  in order to use  this  Prospectus  to sell the  shares  and  under  what
conditions this Prospectus may be used. The selling  shareholders expect to sell
the shares at prices then  attainable,  less ordinary  brokers'  commission  and
dealers' discounts as applicable.

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;  we have  not  and  the  selling
shareholders  have not employed an underwriter  for the sale of common shares by
the  selling  shareholders.  We will bear all  expenses in  connection  with the
preparation of this Prospectus.  The selling shareholders will bear all expenses
associates with the sale of the common shares.

         The selling  shareholders  may offer their  common  shares  directly or
through pledgees,  donees, transferees or other successors in interest in one or
more of the following transactions:

         o        On any stock exchange on which the common shares may be listed
                  at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling  shareholders  may offer their common  shares at any of the
following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

         The selling shareholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  shareholders  and/or  the  purchasers  of common  shares  for whom such
broker-dealers  may act as agents or to whom  they sell as  principals,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

                                      -15-
Any broker-dealer acquiring common shares from the selling shareholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such  sales may be at prices  then  prevailing  on Nasdaq or at prices or at
quotes related to such prevailing  market prices or at negotiated  prices to its
customers or a combination  of such methods.  The selling  shareholders  and any
broker-dealers  that  act in  connection  with  the  sale of the  common  shares
pursuant  to this  Prospectus  might be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities Act; any commissions received by them
and any  profit  on the  resale of  shares  as  principal  might be deemed to be
underwriting  discounts  and  commissions  under the  Securities  Act.  Any such
commissions,  as well as other expenses incurred by the selling shareholders and
applicable transfer taxes, are payable by the selling shareholders.

         The selling shareholders reserve the right to accept, and together with
any agent of the selling shareholder, to reject in whole or in part any proposed
purchase  of the common  shares.  The  selling  shareholders  will pay any sales
commissions or other seller's compensation applicable to such transactions.

         We have not  registered  or  qualified  offers  and sales of the common
shares under the laws of any country,  other than the United  States.  To comply
with certain states'  securities laws, if applicable,  the selling  shareholders
will offer and sell  their  common  shares in such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
selling  shareholders  may  not  offer  or sell  common  shares  unless  we have
registered or qualified  such shares for sale in such states or we have complied
with an available exemption from registration or qualification.

         The selling  shareholders  have  represented to us that any purchase or
sale of common shares by them will comply with  Regulation M  promulgated  under
the Exchange Act. In general,  Rule 102 under  Regulation M prohibits any person
connected  with a  distribution  of our common  shares (a  "Distribution")  from
directly or indirectly bidding for, or purchasing for any account in which he or
she has a beneficial interest, any of our common shares or any right to purchase
our common shares,  for a period of one business day before and after completion
of his or her participation in the distribution (we refer to that time period as
the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  shareholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing our common shares except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  shares.  No such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering and reselling our common shares at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common shares.

                                      -16-
There can be no assurance that the selling  shareholders  will sell any
or all of the shares offered by them pursuant to this Prospectus or otherwise.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the common
shares offered hereby have been passed upon by Olshan Grundman Frome  Rosenzweig
& Wolosky LLP, 505 Park Avenue,  New York,  New York 10022.  Certain  members of
such firm own an aggregate of 152,576 common  shares.  Robert L. Frome, a member
of such firm, is one of our directors.

                                     EXPERTS

         The  consolidated  financial  statements of NuCo2 Inc.  incorporated in
this  Prospectus  by reference to our Annual  Report on Form 10-K for the fiscal
year ended June 30, 1999 have been so  incorporated in reliance on the report of
Margolin, Winer & Evens LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.

                                      -17-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by NuCo2 Inc. (the  "Company") with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:

         (a) Annual Report of the Company on Form 10-K for the fiscal year ended
June 30, 1999;

         (b) Quarterly Report of the Company on Form 10-Q for the fiscal quarter
ended September 30, 1999; and

         (c) The description of the Common Shares in the Company's  Registration
Statement on Form 8-A dated December 11, 1995.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Certain  legal  matters in  connection  with the issuance of the Shares
offered  hereby have been passed upon for the Company by Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, 505 Park  Avenue,  New York,  New York 10022.  Certain
members of such firm own an aggregate of 152,576 Common Shares. Robert L. Frome,
a member of such firm, is a director of the Company.

                                      II-1
Item 6.  Indemnification of Directors and Officers

         Except  as  hereinafter  set  forth,  there  is  no  statute,   charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

         The Articles of  Incorporation  and Bylaws of the Company  provide that
the Company may  indemnify  to the fullest  extent  permitted by Florida law any
person  whom  it  may  indemnify  thereunder,   including  directors,  officers,
employees and agents of the Company.

         The Company has  obtained a  directors'  and  officers'  insurance  and
company  reimbursement  policy in the amount of  $5,000,000.  The policy insures
directors and officers against  unindemnified loss arising from certain wrongful
acts in their capacities and would reimburse the Company for such loss for which
the Company has lawfully indemnified the directors and officers.

         See the last  paragraph of Item 9 below for  information  regarding the
position of the Securities and Exchange Commission with respect to the effect of
any indemnification for liabilities arising under the Securities Act.

         Section 607.0850 of the Florida Business Corporation Act.

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise  against  liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,  order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  corporation  or,  with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the  corporation to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion, actually and reasonably incurred in connection with the

                                      II-2
defense or settlement of such  proceeding,  including any appeal  thereof.  Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

         (3) To the extent that a  director,  officer,  employee,  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
actually and reasonably incurred by him in connection therewith.

         (4) Any indemnification  under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set forth in  subsection  (1) or
subsection (2). Such determination shall be made:

                  (a) By the board of directors  by a majority  vote of a quorum
         consisting of directors who were not parties to such proceeding;

                  (b) If such a quorum is not obtainable or, even if obtainable,
         by  majority  vote of a  committee  duly  designated  by the  board  of
         directors  (in  which  directors  who  are  parties  may   participate)
         consisting  solely of two or more  directors not at the time parties to
         the proceeding;

                  (c) By independent legal counsel:

                      1.  Selected  by the  board  of  directors  prescribed  in
                  paragraph (a) or the committee prescribed in paragraph (b); or

                      2. If a quorum of the  directors  cannot be  obtained  for
                  paragraph  (a) and the committee  cannot be  designated  under
                  paragraph (b),  selected by majority vote of the full board of
                  directors   (in   which   directors   who  are   parties   may
                  participate); or

                  (d)  By  the  shareholders  by a  majority  vote  of a  quorum
         consisting of shareholders  who were not parties to such proceeding or,
         if no such quorum is obtainable, by a majority vote of shareholders who
         were not parties to such proceeding.

                                      II-3
(5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                  (a) A violation  of the  criminal  law,  unless the  director,
         officer, employee, or agent had reasonable cause to believe his conduct
         was  lawful or had no  reasonable  cause to  believe  his  conduct  was
         unlawful;

                  (b) A transaction from which the director,  officer, employee,
         or agent derived an improper personal benefit;

                  (c) In the case of a director,  a circumstance under which the
         liability provisions of s. 607.0834 are applicable; or

                  (d) Willful  misconduct or a conscious  disregard for the best
         interests of the  corporation in a proceeding by or in the right of the
         corporation to procure a judgment in its favor or in a proceeding by or
         in the right of a shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification, and despite any contrary determination of

                                      II-4
the board or of the  shareholders  in the specific  case,  a director,  officer,
employee,  or agent of the corporation who is or was a party to a proceeding may
apply for  indemnification  or  advancement  of  expenses,  or both to the court
conducting  the  proceeding,  to the  circuit  court,  or to  another  court  of
competent  jurisdiction.  On receipt of an application,  the court, after giving
any  notice  that  it  considers  necessary,   may  order   indemnification  and
advancement of expenses,  including  expenses incurred in seeking  court-ordered
indemnification or advancement of expenses, if it determines that:

                  (a) The director,  officer,  employee, or agent is entitled to
         mandatory indemnification under subsection (3), in which case the court
         shall  also  order  the  corporation  to pay  the  director  reasonable
         expenses  incurred  in  obtaining   court-ordered   indemnification  or
         advancement of expenses;

                  (b) The director,  officer,  employee, or agent is entitled to
         indemnification  or advancement of expenses,  or both, by virtue of the
         exercise by the corporation of its power pursuant to subsection (7); or

                  (c) The director,  officer,  employee,  or agent is fairly and
         reasonably  entitled to indemnification or advancement of expenses,  or
         both, in view of all the relevant circumstances,  regardless of whether
         such person met the  standard of conduct  set forth in  subsection  (1)
         subsection (2), or subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

         (11) For purposes of this section:

              (a) The term "other enterprises" includes employee benefit plans;

              (b) The term "expenses" includes counsel fees, including those for
         appeal;

              (c) The term "liability"  includes  obligations to pay a judgment,
         settlement,  penalty,  fine  (including  an excise  tax  assessed  with
         respect to any  employee  benefit  plan),  and  expenses  actually  and
         reasonably incurred with respect to a proceeding;

              (d) The term  "proceeding"  includes any threatened,  pending,  or
         completed  action,  suit, or other type of  proceeding,  whether civil,
         criminal, administrative, or

                                      II-5
investigative and whether formal or informal;

              (e) The term "agent" includes a volunteer;

              (f) The term "serving at the request of the corporation"  includes
         any  service  as  a  director,  officer,  employee,  or  agent  of  the
         corporation  that  imposes  duties on such  persons,  including  duties
         relating  to  an  employee   benefit  plan  and  its   participants  or
         beneficiaries; and

              (g) The term "not opposed to the best interest of the corporation"
         describes  the  actions  of a person  who acts in good  faith  and in a
         manner  he  reasonably  believes  to be in the  best  interests  of the
         participants and beneficiaries of an employee benefit plan.

         (12) A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

         The Company has also agreed to indemnify  each  director and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director, officer, employee or agent of the Company, to the
fullest extent permitted under Florida law.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Index

         4        1995 Stock Option Plan.

         5        Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

      23.1        Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
                  (included in its opinion filed as Exhibit 5).

                                      II-6
23.2         Consent of Margolin, Winer & Evens, LLP, independent auditors.

     24           Powers of Attorney  (included  on the  signature  page to this
                  Registration Statement).

Item 9.  Undertakings

                  The undersigned registrant hereby undertakes:

                  a. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  b. That,  for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  c. To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  d. That, for purposes of determining  any liability  under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  e. To deliver or cause to be delivered with the prospectus, to
each person to whom the  prospectus is sent or given,  the latest annual report,
to security  holders that is  incorporated  by reference in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and  where  interim  financial
information  required to be presented by Article 3 of Regulation  S-X is not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities

                                      II-7
(other than the  payment by the  registrant  of  expenses  incurred or paid by a
director,  officer or  controlling  person of the  registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                      II-8
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Stuart, State of Florida on this 10th day of February,
2000.

                                             NUCO2 INC.
                               ------------------------------------------------
                                           (Registrant)

                               By: /s/ Edward M. Sellian
                                   --------------------------------------------
                                      Edward M. Sellian, Chief Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of NuCo2 Inc.  hereby  constitutes  and appoints Edward M. Sellian and
Eric M. Wechsler and each of them singly,  as true and lawful  attorneys-in-fact
and agents with full power of substitution  and  resubstitution,  for him in his
name in any and  all  capacities,  to  sign  any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission and to prepare any and all exhibits thereto,
and other documents in connection  therewith,  and to make any applicable  state
securities  law or blue sky filings,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite  or  necessary  to be done to enable  NuCo2  Inc.  to comply  with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the Securities and Exchange Commission,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

       Signature                        Title                        Date

/s/ Edward M. Sellian         Chairman of the Board and Chief
---------------------------   Executive Officer (Principal     February 10, 2000
    (Edward M. Sellian)       Executive Officer)

/s/ Robert Ranieri            Executive Vice President, Chief  February 10, 2000
---------------------------   Operating Officer and Director
   (Robert Ranieri)

/s/ Joann Sabatino            Chief Financial Officer          February 10, 2000
--------------------------    (Principal Financial Officer
   (Joann Sabatino)           and Principal Accounting Officer)

                                      II-9
/s/ Craig L. Burr              Director                        February 10, 2000
--------------------------
     (Craig L. Burr)

/s/ Robert L. Frome            Director                        February 10, 2000
--------------------------
     (Robert L. Frome)

/s/ John A. Kerney             Director                        February 10, 2000
--------------------------
     (John A. Kerney)

/s/ Daniel Raynor              Director                        February 10, 2000
--------------------------
     (Daniel Raynor)

/s/ Richard D. Waters, Jr.     Director                        February 10, 2000
--------------------------
   (Richard D. Waters, Jr.)

The 1995 Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Stuart, State of Florida
on February 10, 2000.

                                                   NUCO2 INC.
                                            1995 STOCK OPTION PLAN
                                  ----------------------------------------------

                                  By:  /s/ John A. Kerney
                                       -----------------------------------------
                                          John A. Kerney,
                                           Member of Stock Option Committee

                                  By:  /s/ Daniel Raynor
                                       -----------------------------------------
                                          Daniel Raynor,
                                          Member of Stock Option Committee

                                      II-10