As filed with the Securities and Exchange Commission on June 24, 1996
                                                    Registration No. 33-
- --------------------------------------------------------------------------------

                       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.)

               2820 Southeast Market Place, Stuart, Florida 34997
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                   NUCO2 INC.
                             1995 STOCK OPTION PLAN
                        DIRECTORS' STOCK OPTION PLAN and
              OPTIONS TO PURCHASE COMMON STOCK GRANTED TO EMPLOYEES
- --------------------------------------------------------------------------------
                            (Full title of the plan)

      Edward M. Sellian, Chairman of the Board and Chief Executive Officer
                                   NuCo2 Inc.
               2820 Southeast Market Place, Stuart, Florida 34997
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (407) 221-1754
- --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed                   Proposed
         Title of                                                 maximum                   maximum
        securities                     Amount                    offering                  aggregate                 Amount of
          to be                        to be                     price per                  offering               registration
        registered                   registered                  share(2)                   price(2)                    fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                            <C>                      <C>                       <C>
Common Shares,
$.001 par value
per share                          477,934 shares(1)              $20.35                   $9,726,590                $3,354.00
==================================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act") an  indeterminate  number of Common  Shares that may
         become issuable pursuant to antidilution provisions of the Registrant's
         1995 Stock  Option Plan (the "1995 Plan") and  Directors'  Stock Option
         Plan (the "Directors'  Plan").  (2) Includes 55,991 shares with respect
         to which  options have been granted  under the 1995 Plan at an exercise
         price of $9.00 per share,  75,000  shares with respect to which options
         have been  granted  under the 1995 Plan at an exercise  price of $17.50
         per  share,  24,000  shares  with  respect to which  options  have been
         granted  under the  Directors'  Plan at an exercise  price of $9.00 per
         share and 67,934 shares with respect to which options have been granted
         to two employees at an exercise price of $4.40 per share. An additional
         255,009  shares are to be offered at prices not  presently  determined.
         Pursuant to Rule 457(h) under the  Securities  Act, the offering  price
         for these additional  Common Shares is estimated solely for the purpose
         of determining  the  registration  fee and is based on $29.00,  the per
         share  average  of high and low sale  prices  of the  Common  Shares as
         reported by the Nasdaq National Market for trading on June 20, 1996.

<PAGE>
PROSPECTUS

                              477,934 COMMON SHARES

                                   NUCO2 INC.
                                  Common Shares


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the  "Selling  Shareholders"),  some of whom may be  deemed to be
"affiliates"  as defined in Rule 405 of the  Securities  Act of 1933, as amended
(the  "Securities  Act"), of NuCo2 Inc. (the "Company") of shares (the "Shares")
constituting  a portion  of the  Common  Shares,  $.001 par value per share (the
"Common  Shares"),  of the  Company  that may be  issued by the  Company  to the
Selling  Shareholders  (i) upon the exercise of options granted or to be granted
under (a) the  Company's  1995 Stock  Option  Plan (the "1995  Plan") or (b) the
Company's  Directors' Stock Option Plan (the "Directors'  Plan"),  or (ii) stock
options granted to two employees (the "Employee Options").  This Prospectus also
relates to the reoffer and resale of Shares to be  acquired by  individuals  who
may be deemed to be  "affiliates"  of the  Company  (collectively,  the  "Future
Selling  Shareholders")  upon the exercise of stock  options to be granted under
the 1995 Plan and  Directors'  Plan.  If and when such options are granted to or
purchased by the Future Selling Shareholders,  the Company intends to distribute
a Prospectus  Supplement as required by Rule 424(b) of the Securities  Act. Such
Prospectus  Supplement will specify the names of the Future Selling Shareholders
and the amount of Shares to be reoffered and sold by them.

         The Shares are being  reoffered  and  resold  for the  accounts  of the
Selling  Shareholders  and the Future Selling  Shareholders and the Company will
not receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  in
the over-the-counter  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."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.


                     SEE "RISK FACTORS" BEGINNING ON PAGE 4
                       FOR A DISCUSSION OF CERTAIN FACTORS
               THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.


         The Company's  Common Shares are traded on the Nasdaq  National  Market
under the symbol  "NUCO." On June 20,  1996,  the last sale price for the Common
Shares, as reported by the Nasdaq National Market, was $28.50.

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                  The date of this Prospectus is June 24, 1996.

<PAGE>

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the  "Commission").  Such reports and other information can
be inspected  and copied at the public  reference  facilities  maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549; 500
West Madison Street, Suite 1400, Chicago,  Illinois 60661; and Seven World Trade
Center,  Suite 1300,  New York,  New York 10048.  Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates.


                                TABLE OF CONTENTS

AVAILABLE INFORMATION.....................................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................3

RISK FACTORS..............................................................4

THE COMPANY...............................................................8

USE OF PROCEEDS...........................................................9

SELLING SHAREHOLDERS.....................................................10

PLAN OF DISTRIBUTION.....................................................10

LEGAL MATTERS............................................................10

EXPERTS  ................................................................10

ADDITIONAL INFORMATION...................................................11


                                       -2-

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company   incorporates   by  reference  the  following   documents
heretofore filed with the Commission:

         (a)   Prospectus of the Company dated June 7, 1996.

         (b)   Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended December 31, 1995.

         (c)   Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended March 31, 1996.

         The description of the Common Shares in the Corporation's  Registration
Statement on Form 8-A filed  December 12, 1995 is  incorporated  by reference in
this Prospectus and shall be deemed to be a part hereof.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  are deemed to be  incorporated  by reference in this  Prospectus  and
shall be deemed to be a part hereof  from the date of filing of such  documents.
Any  statement  contained  in a  document  incorporated  by  reference  in  this
Prospectus  shall be deemed to be modified or  superseded  for  purposes of this
Prospectus  to the extent  that a  statement  contained  herein (or in any other
subsequently  filed  document  which is also  incorporated  by reference in this
Prospectus) modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to NuCo2 Inc. at 2820 S.E.  Market  Place,  Stuart,  Florida  34997,
Attention: Joseph Criscuolo, President. Oral requests should be directed to such
officer (telephone number (407) 221-1754).

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

         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 the Company,  the Selling  Shareholders  or the Future Selling  Shareholders.
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.

                                       -3-

<PAGE>
                                  RISK FACTORS

         PROSPECTIVE  INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS,
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN EVALUATING
AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY.

LIMITED OPERATING HISTORY; LOSSES

         The  Company  was  organized  in February  1990 and,  therefore,  has a
limited  operating  history upon which an  evaluation  of the  Company's  future
performance  and prospects can be made. The Company has recorded  historical net
losses for each quarter from  inception  through the quarter ended  December 31,
1995 and there can be no assurance that the Company will not incur net losses in
the future.  From inception to March 31, 1996, the Company incurred a cumulative
net loss of approximately $3.1 million.

LACK OF PRODUCT DIVERSITY

         Unlike many of its competitors for whom bulk CO2 is a secondary service
line,  the  Company has no  material  lines of  business  at present  other than
leasing  of bulk CO2  systems  and  sale of bulk  CO2 and  does  not  anticipate
diversifying  into other  product or service  lines in the near  future.  In the
event the  Company  experiences  a decline in  revenues  from  leasing  bulk CO2
systems  or sale of bulk CO2,  the  Company's  results  of  operations  would be
materially and adversely effected.

NEED FOR CAPITAL

         The bulk CO2  systems  leasing  business is capital  intensive  and the
Company  will  continue  to require  substantial  capital in order to expand its
business.  Prior to the Company's  initial public offering in December 1995 (the
"IPO"),  the Company depended primarily on debt financing and private placements
of equity for its bulk CO2 systems purchases. If the Company is unable to obtain
additional equity or debt financing in the future, the Company may have to limit
its  growth.  The  interest  rate on the  Company's  principal  credit  facility
fluctuates  with the prime lending rate  resulting in greater  interest costs to
the Company in the event of rising interest rates.

GROWTH DEPENDENT UPON EXPANSION INTO NEW MARKETS

         An important  element of the Company's future growth strategy  involves
the expansion of the Company's service area into new markets,  including markets
which are not contiguous to the Company's  existing markets.  The ability of the
Company to expand in the future will  depend on a number of  factors,  including
the  acceptance by potential  customers of the Company's  bulk CO2 systems,  the
adaptability of the Company to local market conditions and trade practices,  the
availability of skilled  management and personnel,  adequate financing and other
factors,  some of which are beyond the control of the  Company.  There can be no
assurance that the Company's expansion plans will be achieved.

LIMITED AVAILABILITY OF MANAGERIAL PERSONNEL

         The Company is  currently  experiencing  rapid growth that could strain
the Company's managerial and other resources. Since November 1994, the Company's
service area has expanded from Florida to  throughout  the  southeastern  United
States and the New York  metropolitan  area.  The Company has opened service and
supply depots in Georgia, Alabama, Louisiana, Mississippi, South Carolina, North
Carolina,  Arkansas, Tennessee and New York. In addition, from December 30, 1994
through  March  31,  1996,  the  number  of the  Company's  full-time  employees
increased  from 49 to 113, and further  increases are  anticipated.  The Company
intends to open additional service and supply depots and to staff such depots as
needed.  For the Company to be able to continue to grow effectively it will need
to

                                       -4-

<PAGE>
continue to improve its operational,  financial and other internal systems,  and
to attract, train, motivate,  manage and retain its employees. If the Company is
unable to manage growth  effectively,  the Company's results of operations could
be adversely affected.

COMPETITION

         The  Company  competes  with  other  distributors  of bulk CO2 and high
pressure CO2,  including  several  regional  industrial gas companies,  numerous
small  independent   operators  and  distributors  of  restaurant  supplies  and
groceries. Bulk CO2 systems typically are serviced by industrial gas and welding
supply  companies,  specialty gas  distributors  and fountain supply  companies.
These  suppliers range widely in size.  Some of the Company's  competitors  have
significantly  greater  financial,  technical  or marketing  resources  than the
Company.  In addition,  certain companies may have an advantage over the Company
with  customers who prefer  dealing with one company that can supply bulk CO2 as
well as fountain syrup. These competitors could introduce additional products or
add  features to their  existing  products  that are  superior to the  Company's
products or that achieve  greater market  acceptance.  In addition,  the Company
faces the risk of a well  capitalized  competitor's  entry into its  existing or
future  markets as there are no major  barriers to entry.  The Company  believes
that its  ability to compete  depends on a number of factors,  including  price,
product quality,  availability and reliability,  credit terms, name recognition,
delivery time and post-sale service and support.  There can be no assurance that
the Company  will be able to continue to compete  successfully  with  respect to
these factors.

ACQUISITION AVAILABILITY; DIFFICULTY IN ASSIMILATING ACQUISITIONS

         An important  element of the Company's future growth strategy  involves
the acquisition of additional bulk CO2 systems leasing businesses. A significant
portion of the increase in the Company's net sales since 1992 is attributable to
acquisitions  of bulk CO2 systems leasing  businesses,  the largest of which was
the  acquisition  of the assets of Bevtech,  Inc. in June 1995. In January 1996,
the  Company  acquired  two bulk CO2  businesses,  one  operating  in  Arkansas,
Mississippi, Louisiana and Texas and the other operating in Florida, Georgia and
Alabama.  In May 1996,  the Company  acquired the bulk CO2 business in New York,
New Jersey and Connecticut of The Coca-Cola  Bottling  Company of New York, Inc.
as well as a second bulk CO2  business  operating in  Mississippi.  Although the
Company intends to continue to pursue additional  acquisitions,  there can be no
assurance  that the  Company  will be able to locate or acquire  other  suitable
acquisition  candidates on acceptable terms, or that future acquired  operations
will be  effectively  and  profitably  integrated  into  the  Company.  Properly
managing any growth through  acquisition,  avoiding the problems often attendant
therewith,  and continuing to operate in the manner which has proven  successful
to the Company to date will be critical to the future  success of the  Company's
business.

DEPENDENCE ON FOOD AND BEVERAGE INDUSTRY; SEASONALITY

         Approximately  95% of the Company's net sales for the nine months ended
March 31, 1996 were derived from sales to the food and  beverage  industry.  Any
recession  experienced  by the food and beverage  industry could have an adverse
impact on the Company's business. In addition, any significant shift in consumer
preferences  away from  carbonated  beverages to other types of beverages  would
have an adverse impact on the Company.  Of the Company's over 15,000  customers,
as of May 17, 1996 3,400 were billed  utilizing a "rental plus per pound charge"
program. Additionally,  2,750 accounts own their bulk CO2 systems and are billed
by the pound for bulk CO2 delivered.  Customers purchasing bulk CO2 by the pound
will tend to consume less CO2 in the winter  months and the  Company's net sales
to such  customers will be  correspondingly  lower in times of cold or inclement
weather.


                                       -5-

<PAGE>
LIMITED GROWTH IN RETAIL CO2 INDUSTRY

         The retail CO2 industry is mature,  with only  limited  growth in total
demand for CO2 foreseen.  Therefore,  the  Company's  ability to grow within the
industry is dependent upon the success of its marketing efforts in acquiring new
customers and their  acceptance  of bulk CO2 systems in replacing  high pressure
cylinders,  the success of the Company in opening new supply and service  depots
in  additional  geographic  areas  and  its  ability  to  acquire  other  retail
distributors.

PRICING AND INVENTORY RISK; EFFECT ON PROFITABILITY

         CO2 is a  commodity  and,  as  such,  its  unit  price  is  subject  to
fluctuations  in response to changes in supply or other market  conditions  over
which the Company has no control.  Although  the unit price of CO2  purchased by
the Company has remained  relatively  stable over time, it could change rapidly.
In the event of  future  increases  in the unit  price of CO2  purchased  by the
Company,  the Company may not be able to fully pass on such price  increases  to
its customers.  Consequently,  the Company's  profitability  may be sensitive to
changes in wholesale CO2 prices.

DEPENDENCE ON SUPPLIERS OF BULK CO2 SYSTEMS; FEW SOURCES OF SUPPLY

         Since  the  Company  does not  manufacture  bulk CO2  systems,  it must
purchase all of the bulk CO2 systems it leases.  The Company  purchases new bulk
CO2  systems  from  Minnesota  Valley  Engineering,   Inc.  and  Taylor  Wharton
Cryogenics (a division of Harsco  Corporation),  the two major  manufacturers of
such equipment.  Any event  adversely  affecting the supply of bulk CO2 systems,
including the inability of such manufacturers to meet demand for the purchase of
new bulk CO2  systems,  could have a material  adverse  effect on the  Company's
operations.  The Company has no control over the manufacturing process,  quality
assurance  or the timing of delivery of bulk CO2  systems.  The Company does not
have  any  contracts  with  either   Minnesota  Valley   Engineering,   Inc.  or
Taylor-Wharton Cryogenics for the purchase of bulk CO2 systems.

NEED TO MEET TECHNOLOGICAL ADVANCES

         The Company's  success will depend in part on its ability to obtain new
bulk CO2 customers by converting  existing  users of high pressure  cylinders to
bulk  CO2  systems  and to keep  pace  with  possible  changes  in CO2  delivery
technology,  evolving industry standards and changing client preferences.  There
can be no assurance  that the Company will be  successful  in  addressing  these
developments  on a timely  basis or that,  if  addressed,  the  Company  will be
successful  in  the  marketplace.  The  Company's  inability  to  address  these
developments  could have a material adverse effect on the Company's business and
operations.

DEPENDENCE ON KEY PERSONNEL

         The Company will continue to be dependent to a significant  extent upon
the efforts and  abilities of Edward M.  Sellian,  its Chairman of the Board and
Chief  Executive  Officer,  and Joseph M.  Criscuolo,  its  President  and Chief
Operating  Officer.  The loss of the  services  of  either  Mr.  Sellian  or Mr.
Criscuolo could have a material adverse effect on the Company.  The Company does
not maintain key man life insurance on Mr. Sellian or Mr. Criscuolo. The Company
has no employment agreement with Mr. Sellian or Mr. Criscuolo;  however, each of
Mr. Sellian and Mr. Criscuolo has entered into a  noncompetition  agreement with
the Company.  In addition,  the Company's  ability to grow  successfully will be
dependent upon its ability to attract and retain additional  skilled  management
personnel.

                                       -6-

<PAGE>

OPERATING RISKS MAY NOT BE COVERED BY INSURANCE

         The Company's  operations  are subject to all of the operating  hazards
and risks normally  incidental to handling,  storing and transporting  bulk CO2,
which as a compressed  gas is  classified as a hazardous  material.  The Company
maintains  insurance  policies  in such  amounts  and with  such  coverages  and
deductibles as the Company believes are reasonable and prudent.  However,  there
can be no assurance  that such insurance will be adequate to protect the Company
from  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  by the  Company  or will  be  available  at
economical prices.

EFFECT OF GOVERNMENTAL REGULATION

         The  business  of the  Company is subject to federal and state laws and
regulations adopted for the protection of the environment, the health and safety
of employees and users of the Company's products. 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 the Company is subject to regulatory and  legislative  changes that
can affect the  economics  of the  industry by  requiring  changes in  operating
practices  or  influencing  the  demand  for,  and the  cost of  providing,  its
services.

CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of the Company beneficially own or
have voting control over approximately 1,177,902 Common Shares, or approximately
16.6% of the  outstanding  Common  Shares.  Such persons will  therefore be in a
position  to  significantly  influence  the  outcome  of matters  submitted  for
shareholder approval,  including election of the Company's directors,  and could
thereby affect the selection of management and direct policies of the Company.

POSSIBLE VOLATILITY OF STOCK PRICE

         The market price of the Common Shares has risen substantially since the
IPO.  Macroeconomic and general market factors beyond the control of the Company
may cause  the  market  price  for the  Common  Stock to be  volatile  in future
periods.  Quarterly  operating  results  of  the  Company;  changes  in  general
conditions in the economy,  the financial markets or the bulk CO2 industry;  and
natural disasters or other developments affecting the Company or its competitors
could cause the market price of the Common Stock to fluctuate substantially.  In
addition,  in recent years the stock market has  experienced  extreme  price and
volume fluctuations.  This volatility has had a significant effect on the market
prices of securities issued by many companies often for reasons unrelated to the
operating performance of these companies.

NO DIVIDENDS ANTICIPATED

         The  Company  intends  to retain  all  future  earnings  for use in the
development of its business and does not anticipate paying any cash dividends on
the Common Shares in the foreseeable  future.  In addition,  the payment of cash
dividends  on the Common  Shares is  restricted  by  financial  covenants in the
Company's loan agreements.

SHARES ELIGIBLE FOR FUTURE SALE

         As of June 18, 1996,  the Company had  approximately  7,095,500  Common
Shares  outstanding.  1,728,858  Common  Shares are  "restricted"  securities as
defined in Rule 144  promulgated  under the  Securities  Act of 1933, as amended
(the "Securities  Act") and may not be sold unless they are registered under the
Securities Act or are sold pursuant to an exemption from registration, including
an exemption contained in Rule 144. On July 27, 1995, the Securities and

                                       -7-

<PAGE>
Exchange  Commission  proposed  to reduce  the Rule  144(d)  holding  period for
resales of  restricted  securities  from two years to one year and to reduce the
Rule  144(k)  holding  period  from three  years to two  years.  If the Rule 144
changes are adopted,  the reduced  holding  periods will apply to all restricted
securities.  The holders of 555,796 restricted Common Shares have certain rights
to require the Company to register the sale of such shares under the  Securities
Act. Sales of substantial  amounts of Common Shares, or the perception that such
sales could occur,  may  adversely  affect the market price of the Common Shares
prevailing from time to time.

EFFECTS OF CERTAIN CHARTER PROVISIONS; ANTI-TAKEOVER EFFECTS OF CHARTER AND
FLORIDA LAW

         The rights of the holders of the Common  Shares will be subject to, and
may be adversely  affected by, the rights of the holders of any Preferred  Stock
that may be issued in the future.  The Board of Directors  has the  authority to
issue up to  5,000,000  shares of Preferred  Stock and to  determine  the price,
rights,  preferences,  privileges and  restrictions  of those shares without any
further vote or action by the shareholders.  Although the Company has no present
plans to issue shares of Preferred  Stock, the issuance of Preferred Stock could
have the  effect of  making it more  difficult  for a third  party to  acquire a
majority  of the  outstanding  voting  stock of the  Company or could  otherwise
dilute the rights of holders of the Common Shares. Certain provisions of Florida
law and the Company's  Articles of  Incorporation  may  discourage  persons from
making,  or make it more  difficult  for persons to make a tender  offer for, or
acquisitions  of,  substantial  amounts of the  Company's  Common Shares or from
launching  other  takeover  attempts that a shareholder  might  consider in such
shareholder's best interest.

                                   THE COMPANY

         NuCo2 Inc.  operates in a relatively new industry which supplies liquid
carbon dioxide ("liquid" or "bulk CO2") to retail  establishments for use in the
carbonation  and  dispensing  of fountain  beverages.  NuCo2 Inc. is the largest
company in this industry as measured by aggregate  purchases of bulk CO2 systems
from the  manufacturers of such systems.  Carbon dioxide is required to dispense
carbonated  beverages and is presently supplied in most instances in the form of
CO2 gas, which is transported and stored in high pressure cylinders. The Company
believes  high  pressure  cylinders  are  being  displaced  by bulk CO2  systems
because,  from  a  customer's  perspective,   bulk  CO2  systems  enjoy  several
qualitative and economic  advantages over high pressure  cylinders.  The Company
presently has operations in 13 states and services over 15,000 customers,  which
consist primarily of restaurants,  convenience stores, taverns,  theaters, theme
parks,  resorts and stadiums.  The Company's objective is to expand its business
nationally and establish  itself as the dominant  national  supplier of bulk CO2
for beverage applications.

         The Company offers its customers two principal  services:  a stationary
bulk CO2 system installed on the customer's  premises and routine filling of the
system with liquid CO2 according to a defined schedule.  Typically the system is
owned by the Company and leased to the customer under a five year  noncancelable
contract,  although some customers own their own system.  The Company operates a
network of service and supply depots and a fleet of specialized  delivery trucks
which  deliver  liquid  CO2 to  customers'  locations.  The  system  utilizes  a
cryogenic  vessel which preserves CO2 in its liquid form until its conversion to
gaseous form for use in beverage  carbonation.  Advantages  to users of bulk CO2
systems  include  elimination  of "flat"  drinks,  elimination of fountain drink
dispensing downtime and product waste during cylinder changeovers,  avoidance of
employee  handling of heavy  cylinders,  kitchen space  efficiency  and enhanced
safety.  Bulk CO2 systems are  typically  offered to  customers  at price levels
which are comparable to the cost of high pressure cylinders.  Based on data from
the  manufacturers  of bulk CO2 systems and  restaurant and other industry data,
the

                                       -8-

<PAGE>

Company  estimates  that bulk CO2  systems  have  captured  less than 15% of the
beverage  CO2 market in the United  States and less than 20% of the beverage CO2
market  within the Company's  primary  service area in 10  southeastern  states.
Based on restaurant and other  industry  data, the Company  estimates that there
are over 600,000 beverage related CO2 users in the United States. The first bulk
CO2 systems for beverage  applications were  commercialized in 1986 by Minnesota
Valley Engineering, Inc., one of the manufacturers of bulk CO2 systems.

         The  competitive  strategy  of the  Company  is focused on the bulk CO2
market and consists of several  elements.  Unlike many of its  competitors,  for
whom bulk CO2 is a secondary  service line, the Company has no material lines of
business at present other than bulk CO2. The Company's  strategy  emphasizes the
placement of a Company owned bulk CO2 system on the  customer's  premises  under
long-term  contracts,  adding stability to the Company's revenue base. In fiscal
1995,  less  than 5% of  Company  owned  bulk CO2  systems  experienced  service
termination.  Service  termination  is typically  caused by restaurant  closure.
There are competitive  advantages stemming from scale and delivery route density
in the  Company's  industry that the Company  enjoys as the leading  supplier of
bulk CO2 in most of its current  markets.  Route density lowers the average cost
per bulk CO2  delivery  and makes entry by new  competitors  more  difficult  by
reducing their ability to achieve economies of scale. The Company differentiates
itself through its attention to customer service, including 24-hour, seven day a
week service  capabilities.  The Company offers a broad range of bulk CO2 system
sizes to access the entire spectrum of potential  customers,  and provides rapid
installation through its specialized installation personnel and vehicles.

         The Company  commenced  operations in 1990 with the  acquisition  of 19
bulk CO2 systems in Florida from an industrial gas distributor.  As of March 31,
1996, the Company had added 7,864 bulk CO2 customers through internal growth and
5,393 bulk CO2 customers through nine  acquisitions.  The Company  significantly
expanded the scope of its operations  with the  acquisition of Bevtech,  Inc. in
June 1995. Bevtech serviced a total of 3,093 bulk CO2 systems.  On May 15, 1996,
the  Company  acquired  the bulk CO2  operations  in New York,  New  Jersey  and
Connecticut  of The  Coca-Cola  Bottling  Company of New York,  Inc. The Company
acquired approximately 1,030 bulk CO2 systems presently in service at customers'
locations and, in addition, contracts to provide bulk CO2 refill only service to
approximately  220 customer owned bulk CO2 systems.  The Company intends to grow
primarily  through  internal means,  but also expects to make  acquisitions as a
method of  strategically  entering new  geographic  markets and  building  route
density within existing  markets.  The Company believes that there are more than
100  businesses in the United States which service  between 250 and 750 bulk CO2
accounts  and more than 10  businesses  which  service  between  1,000 and 6,000
accounts.  The  Company's  internal  growth  initiatives  consist  of  marketing
multi-system   placements  to  corporate  and  franchised  operations  of  large
restaurant,  convenience  store and theater  chains.  The Company has negotiated
multi-system  placements  or  CO2  supply  contracts  with  numerous  customers,
including McDonald's,  Pizza Hut, Kentucky Fried Chicken,  Burger King, Wendy's,
Hardees,  Subway,  Shoney's,  Chili's,  7-Eleven,  Circle K, EZ  Serve,  Carmike
Cinemas,  AMC  Theaters,  Universal  Studios,  Walt Disney  World and Joe Robbie
Stadium.  The Company's  relationships  with chain  customers in one  geographic
market  frequently  help it  establish  service  with these same chains when the
Company  expands to new markets.  After  accessing  the chain  accounts in a new
market,  the Company attempts to rapidly build route density by leasing bulk CO2
systems to independent restaurants, convenience stores and theaters.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised  by the  holders  thereof.  The  Company  will not  receive any of the
proceeds  from the reoffer and resale of the Shares by the Selling  Shareholders
and the Future Selling Shareholders.


                                       -9-

<PAGE>
                              SELLING SHAREHOLDERS

         This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the 1995 Plan, the
Directors' Plan or the Employee Options.

         The  following  table  sets  forth  (i) the  number  of  Common  Shares
beneficially owned by each Selling  Shareholder prior to the Offering,  (ii) the
number of Shares to be offered for resale by each Selling  Shareholder 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      Shares to be        Class to be Owned
                            Shares Owned Prior      Offered for      After Completion of
         Name                 to the Offering         Resale             the Offering
- ----------------------      -------------------   --------------     --------------------
<S>                             <C>                   <C>               <C>
Joseph M. Criscuolo             93,920(1)             75,000            93,920/1.3%
Jean Houghton                   33,967(2)(3)          48,750               --/--
Robert Ranieri                  33,967(2)(3)          48,750              --/--
Robert L. Frome                 27,222(4)              6,000            27,222/*
John J. O'Neil                      --(4)              6,000             --/--
Edward F. O'Reilly                  --(4)              6,000            --/--
William B. Porter                   --(4)              6,000           --/--
</TABLE>

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

(1)      Excludes  75,000  Common  Shares  issuable  upon the  exercise of stock
         options. No part of such options is currently exercisable.

(2)      Represents shares issuable upon exercise of currently exercisable stock
         options.

(3)      Excludes  14,783  Common  Shares  issuable  upon the  exercise of stock
         options. No part of such options is currently exercisable.

(4)      Excludes 6,000 shares of Common Shares issuable upon the exercise of
         stock options. No part of such options is currently exercisable.


                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders   from   time  to  time  in  one  or  more   transactions   in  the
over-the-counter  market,  in  negotiated  transactions  or  otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. The
Selling  Shareholders  have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Certain
members of such firm own an aggregate of 39,444 Common Shares.  Robert L. Frome,
a member of such firm, is a director of the Company.

                                     EXPERTS

         The  financial  statements of NuCo2 Inc. as of June 30,1995 and for the
year  then  ended,  have  been  incorporated  by  reference  herein  and  in the
Registration  Statement  in reliance  upon the report of KPMG Peat  Marwick LLP,
independent  certified public accountants,  incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.


                                      -10-

<PAGE>
         The financial statements of the Company as of June 30, 1994 and for the
year then ended, the financial  statements of Bevtech,  Inc., as of June 7, 1995
and June  30,1994,  and for the period July 1, 1994 through June 7, 1995 and the
year ended June 30, 1994, and the statement of net assets to be sold of the bulk
CO2 operating segment of the BevServ Division of The Coca-Cola  Bottling Company
of New York, Inc. as of December 31, 1995 and the related  historical summary of
net sales and  direct  operating  expenses  for the year  then  ended  have been
incorporated herein in reliance on the report of Cooper Selvin & Strassberg LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 under the Securities Act with respect to the Shares offered hereby. For
further  information  with  respect to the  Company and the  securities  offered
hereby, reference is made to the Registration Statement. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

                                      -11-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS REFERENCE

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

         (a)  Prospectus of the Company dated June 7, 1996.

         (b)  Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended December 31, 1995.

         (c)  Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended March 31, 1996.

         The description of the Common Shares in the Corporation's  Registration
Statement on Form 8-A filed  December 12, 1995 is  incorporated  by reference in
this Prospectus and shall be deemed to be a part hereof.

         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, after the effective date of this registration statement and
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 Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Certain
members of such firm own an aggregate of 39,444 Common Shares.  Robert L. Frome,
a member of such firm, is a director of the Company.

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 by laws 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 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.


                                      II-1

<PAGE>

         The Company has  obtained a  directors'  and  officers'  insurance  and
company  reimbursement  policy in the amount of  $2,000,000.  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 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:

                                      II-2

<PAGE>

                  (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.

         (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.

                                      II-3

<PAGE>

         (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 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  investigative  and  whether  formal or
          informal;

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

                                      II-4

<PAGE>
                  (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(a)     1995 Stock Option Plan.

         4(b)     Directors' Stock Option Plan.

         4(c)     Stock Option Agreement dated as of June 7, 1995 issued to Jean
                  Houghton.

         4(d)     Stock  Option  Agreement  dated as of June 7,  1995  issued to
                  Robert Ranieri.

         5        Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
                  to the securities registered hereunder.

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

        23(b)     Consent of KPMG Peat Marwick LLP.

        23(c)     Consent of Cooper, Selvin & Strassberg LLP.

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

ITEM 9.     UNDERTAKINGS

            The undersigned registrant hereby undertakes:


                                      II-5

<PAGE>
                  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.

         The  undersigned  registrant  hereby  undertakes  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.

         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  (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-6

<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 24th day of June,
1996.

                                          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
Joseph   M.   Criscuolo   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
    (Edward M. Sellian)      Executive Officer)                   June 24, 1996


/s/ Joseph M. Criscuolo      President, Chief Operating Officer
- -------------------------    and Director                         June 24, 1996
    (Joseph M. Criscuolo)

/s/ Edward W. Dean           Chief Financial Officer (Principal   June 24, 1996
- -------------------------    Financial Officer and Principal
    (Edward W. Dean)         Accounting Officer)

/s/ Robert L. Frome          Director                             June 24, 1996
- -------------------------
    (Robert L. Frome)

- --------------------------    Director
     (John J. O'Neil)

/s/ Edward F. O'Reilly        Director                            June 24, 1996
- --------------------------
    (Edward F. O'Reilly)

/s/ William B. Porter         Director                            June 24, 1996
- ---------------------------
   (William B. Porter)



                                      II-7

<PAGE>


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 June 24, 1996.


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



                                   By:  /s/ William B. Porter
                                        ------------------------------------
                                            William B. Porter,
                                            Member of Stock Option Committee


                                   By:  /s/ Edward F. O'Reilly
                                        -------------------------------------
                                            Edward F. O'Reilly,
                                            Member of Stock Option Committee


                                   By:  /s/ Robert L. Frome
                                        -------------------------------------
                                            Robert L. Frome,
                                            Member of Stock Option Committee


                                   By:  /s/ John J. O'Neil
                                        -------------------------------------
                                            John J. O'Neil,
                                            Member of Stock Option Committee


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 69391}]
{"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": "333-06705", "film-number": "96584851"}, "business-address": {"street1": "2820 S E MARKET PLACE", "city": "STUART", "state": "FL", "zip": "34997", "phone": "4072211754"}, "former-company": {"former-conformed-name": "FOWLER CARBONICS INC", "date-changed": "19951108"}}
As filed with the Securities and Exchange Commission on June 24, 1996
                                                    Registration No. 33-
- --------------------------------------------------------------------------------

                       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.)

               2820 Southeast Market Place, Stuart, Florida 34997
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                   NUCO2 INC.
                             1995 STOCK OPTION PLAN
                        DIRECTORS' STOCK OPTION PLAN and
              OPTIONS TO PURCHASE COMMON STOCK GRANTED TO EMPLOYEES
- --------------------------------------------------------------------------------
                            (Full title of the plan)

      Edward M. Sellian, Chairman of the Board and Chief Executive Officer
                                   NuCo2 Inc.
               2820 Southeast Market Place, Stuart, Florida 34997
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (407) 221-1754
- --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed                   Proposed
         Title of                                                 maximum                   maximum
        securities                     Amount                    offering                  aggregate                 Amount of
          to be                        to be                     price per                  offering               registration
        registered                   registered                  share(2)                   price(2)                    fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Shares,
$.001 par value
per share                          477,934 shares(1)              $20.35                   $9,726,590                $3,354.00
==================================================================================================================================
(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act") an  indeterminate  number of Common  Shares that may
         become issuable pursuant to antidilution provisions of the Registrant's
         1995 Stock  Option Plan (the "1995 Plan") and  Directors'  Stock Option
         Plan (the "Directors'  Plan").  (2) Includes 55,991 shares with respect
         to which  options have been granted  under the 1995 Plan at an exercise
         price of $9.00 per share,  75,000  shares with respect to which options
         have been  granted  under the 1995 Plan at an exercise  price of $17.50
         per  share,  24,000  shares  with  respect to which  options  have been
         granted  under the  Directors'  Plan at an exercise  price of $9.00 per
         share and 67,934 shares with respect to which options have been granted
         to two employees at an exercise price of $4.40 per share. An additional
         255,009  shares are to be offered at prices not  presently  determined.
         Pursuant to Rule 457(h) under the  Securities  Act, the offering  price
         for these additional  Common Shares is estimated solely for the purpose
         of determining  the  registration  fee and is based on $29.00,  the per
         share  average  of high and low sale  prices  of the  Common  Shares as
         reported by the Nasdaq National Market for trading on June 20, 1996.
PROSPECTUS

                              477,934 COMMON SHARES

                                   NUCO2 INC.
                                  Common Shares

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the  "Selling  Shareholders"),  some of whom may be  deemed to be
"affiliates"  as defined in Rule 405 of the  Securities  Act of 1933, as amended
(the  "Securities  Act"), of NuCo2 Inc. (the "Company") of shares (the "Shares")
constituting  a portion  of the  Common  Shares,  $.001 par value per share (the
"Common  Shares"),  of the  Company  that may be  issued by the  Company  to the
Selling  Shareholders  (i) upon the exercise of options granted or to be granted
under (a) the  Company's  1995 Stock  Option  Plan (the "1995  Plan") or (b) the
Company's  Directors' Stock Option Plan (the "Directors'  Plan"),  or (ii) stock
options granted to two employees (the "Employee Options").  This Prospectus also
relates to the reoffer and resale of Shares to be  acquired by  individuals  who
may be deemed to be  "affiliates"  of the  Company  (collectively,  the  "Future
Selling  Shareholders")  upon the exercise of stock  options to be granted under
the 1995 Plan and  Directors'  Plan.  If and when such options are granted to or
purchased by the Future Selling Shareholders,  the Company intends to distribute
a Prospectus  Supplement as required by Rule 424(b) of the Securities  Act. Such
Prospectus  Supplement will specify the names of the Future Selling Shareholders
and the amount of Shares to be reoffered and sold by them.

         The Shares are being  reoffered  and  resold  for the  accounts  of the
Selling  Shareholders  and the Future Selling  Shareholders and the Company will
not receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  in
the over-the-counter  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."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

                     SEE "RISK FACTORS" BEGINNING ON PAGE 4
                       FOR A DISCUSSION OF CERTAIN FACTORS
               THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

         The Company's  Common Shares are traded on the Nasdaq  National  Market
under the symbol  "NUCO." On June 20,  1996,  the last sale price for the Common
Shares, as reported by the Nasdaq National Market, was $28.50.

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 24, 1996.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the  "Commission").  Such reports and other information can
be inspected  and copied at the public  reference  facilities  maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549; 500
West Madison Street, Suite 1400, Chicago,  Illinois 60661; and Seven World Trade
Center,  Suite 1300,  New York,  New York 10048.  Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION.....................................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................3

RISK FACTORS..............................................................4

THE COMPANY...............................................................8

USE OF PROCEEDS...........................................................9

SELLING SHAREHOLDERS.....................................................10

PLAN OF DISTRIBUTION.....................................................10

LEGAL MATTERS............................................................10

EXPERTS  ................................................................10

ADDITIONAL INFORMATION...................................................11

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company   incorporates   by  reference  the  following   documents
heretofore filed with the Commission:

         (a)   Prospectus of the Company dated June 7, 1996.

         (b)   Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended December 31, 1995.

         (c)   Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended March 31, 1996.

         The description of the Common Shares in the Corporation's  Registration
Statement on Form 8-A filed  December 12, 1995 is  incorporated  by reference in
this Prospectus and shall be deemed to be a part hereof.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering,  are deemed to be  incorporated  by reference in this  Prospectus  and
shall be deemed to be a part hereof  from the date of filing of such  documents.
Any  statement  contained  in a  document  incorporated  by  reference  in  this
Prospectus  shall be deemed to be modified or  superseded  for  purposes of this
Prospectus  to the extent  that a  statement  contained  herein (or in any other
subsequently  filed  document  which is also  incorporated  by reference in this
Prospectus) modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to NuCo2 Inc. at 2820 S.E.  Market  Place,  Stuart,  Florida  34997,
Attention: Joseph Criscuolo, President. Oral requests should be directed to such
officer (telephone number (407) 221-1754).

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

         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 the Company,  the Selling  Shareholders  or the Future Selling  Shareholders.
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.

                                       -3-
RISK FACTORS

         PROSPECTIVE  INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS,
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN EVALUATING
AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY.

LIMITED OPERATING HISTORY; LOSSES

         The  Company  was  organized  in February  1990 and,  therefore,  has a
limited  operating  history upon which an  evaluation  of the  Company's  future
performance  and prospects can be made. The Company has recorded  historical net
losses for each quarter from  inception  through the quarter ended  December 31,
1995 and there can be no assurance that the Company will not incur net losses in
the future.  From inception to March 31, 1996, the Company incurred a cumulative
net loss of approximately $3.1 million.

LACK OF PRODUCT DIVERSITY

         Unlike many of its competitors for whom bulk CO2 is a secondary service
line,  the  Company has no  material  lines of  business  at present  other than
leasing  of bulk CO2  systems  and  sale of bulk  CO2 and  does  not  anticipate
diversifying  into other  product or service  lines in the near  future.  In the
event the  Company  experiences  a decline in  revenues  from  leasing  bulk CO2
systems  or sale of bulk CO2,  the  Company's  results  of  operations  would be
materially and adversely effected.

NEED FOR CAPITAL

         The bulk CO2  systems  leasing  business is capital  intensive  and the
Company  will  continue  to require  substantial  capital in order to expand its
business.  Prior to the Company's  initial public offering in December 1995 (the
"IPO"),  the Company depended primarily on debt financing and private placements
of equity for its bulk CO2 systems purchases. If the Company is unable to obtain
additional equity or debt financing in the future, the Company may have to limit
its  growth.  The  interest  rate on the  Company's  principal  credit  facility
fluctuates  with the prime lending rate  resulting in greater  interest costs to
the Company in the event of rising interest rates.

GROWTH DEPENDENT UPON EXPANSION INTO NEW MARKETS

         An important  element of the Company's future growth strategy  involves
the expansion of the Company's service area into new markets,  including markets
which are not contiguous to the Company's  existing markets.  The ability of the
Company to expand in the future will  depend on a number of  factors,  including
the  acceptance by potential  customers of the Company's  bulk CO2 systems,  the
adaptability of the Company to local market conditions and trade practices,  the
availability of skilled  management and personnel,  adequate financing and other
factors,  some of which are beyond the control of the  Company.  There can be no
assurance that the Company's expansion plans will be achieved.

LIMITED AVAILABILITY OF MANAGERIAL PERSONNEL

         The Company is  currently  experiencing  rapid growth that could strain
the Company's managerial and other resources. Since November 1994, the Company's
service area has expanded from Florida to  throughout  the  southeastern  United
States and the New York  metropolitan  area.  The Company has opened service and
supply depots in Georgia, Alabama, Louisiana, Mississippi, South Carolina, North
Carolina,  Arkansas, Tennessee and New York. In addition, from December 30, 1994
through  March  31,  1996,  the  number  of the  Company's  full-time  employees
increased  from 49 to 113, and further  increases are  anticipated.  The Company
intends to open additional service and supply depots and to staff such depots as
needed.  For the Company to be able to continue to grow effectively it will need
to

                                       -4-
continue to improve its operational,  financial and other internal systems,  and
to attract, train, motivate,  manage and retain its employees. If the Company is
unable to manage growth  effectively,  the Company's results of operations could
be adversely affected.

COMPETITION

         The  Company  competes  with  other  distributors  of bulk CO2 and high
pressure CO2,  including  several  regional  industrial gas companies,  numerous
small  independent   operators  and  distributors  of  restaurant  supplies  and
groceries. Bulk CO2 systems typically are serviced by industrial gas and welding
supply  companies,  specialty gas  distributors  and fountain supply  companies.
These  suppliers range widely in size.  Some of the Company's  competitors  have
significantly  greater  financial,  technical  or marketing  resources  than the
Company.  In addition,  certain companies may have an advantage over the Company
with  customers who prefer  dealing with one company that can supply bulk CO2 as
well as fountain syrup. These competitors could introduce additional products or
add  features to their  existing  products  that are  superior to the  Company's
products or that achieve  greater market  acceptance.  In addition,  the Company
faces the risk of a well  capitalized  competitor's  entry into its  existing or
future  markets as there are no major  barriers to entry.  The Company  believes
that its  ability to compete  depends on a number of factors,  including  price,
product quality,  availability and reliability,  credit terms, name recognition,
delivery time and post-sale service and support.  There can be no assurance that
the Company  will be able to continue to compete  successfully  with  respect to
these factors.

ACQUISITION AVAILABILITY; DIFFICULTY IN ASSIMILATING ACQUISITIONS

         An important  element of the Company's future growth strategy  involves
the acquisition of additional bulk CO2 systems leasing businesses. A significant
portion of the increase in the Company's net sales since 1992 is attributable to
acquisitions  of bulk CO2 systems leasing  businesses,  the largest of which was
the  acquisition  of the assets of Bevtech,  Inc. in June 1995. In January 1996,
the  Company  acquired  two bulk CO2  businesses,  one  operating  in  Arkansas,
Mississippi, Louisiana and Texas and the other operating in Florida, Georgia and
Alabama.  In May 1996,  the Company  acquired the bulk CO2 business in New York,
New Jersey and Connecticut of The Coca-Cola  Bottling  Company of New York, Inc.
as well as a second bulk CO2  business  operating in  Mississippi.  Although the
Company intends to continue to pursue additional  acquisitions,  there can be no
assurance  that the  Company  will be able to locate or acquire  other  suitable
acquisition  candidates on acceptable terms, or that future acquired  operations
will be  effectively  and  profitably  integrated  into  the  Company.  Properly
managing any growth through  acquisition,  avoiding the problems often attendant
therewith,  and continuing to operate in the manner which has proven  successful
to the Company to date will be critical to the future  success of the  Company's
business.

DEPENDENCE ON FOOD AND BEVERAGE INDUSTRY; SEASONALITY

         Approximately  95% of the Company's net sales for the nine months ended
March 31, 1996 were derived from sales to the food and  beverage  industry.  Any
recession  experienced  by the food and beverage  industry could have an adverse
impact on the Company's business. In addition, any significant shift in consumer
preferences  away from  carbonated  beverages to other types of beverages  would
have an adverse impact on the Company.  Of the Company's over 15,000  customers,
as of May 17, 1996 3,400 were billed  utilizing a "rental plus per pound charge"
program. Additionally,  2,750 accounts own their bulk CO2 systems and are billed
by the pound for bulk CO2 delivered.  Customers purchasing bulk CO2 by the pound
will tend to consume less CO2 in the winter  months and the  Company's net sales
to such  customers will be  correspondingly  lower in times of cold or inclement
weather.

                                       -5-
LIMITED GROWTH IN RETAIL CO2 INDUSTRY

         The retail CO2 industry is mature,  with only  limited  growth in total
demand for CO2 foreseen.  Therefore,  the  Company's  ability to grow within the
industry is dependent upon the success of its marketing efforts in acquiring new
customers and their  acceptance  of bulk CO2 systems in replacing  high pressure
cylinders,  the success of the Company in opening new supply and service  depots
in  additional  geographic  areas  and  its  ability  to  acquire  other  retail
distributors.

PRICING AND INVENTORY RISK; EFFECT ON PROFITABILITY

         CO2 is a  commodity  and,  as  such,  its  unit  price  is  subject  to
fluctuations  in response to changes in supply or other market  conditions  over
which the Company has no control.  Although  the unit price of CO2  purchased by
the Company has remained  relatively  stable over time, it could change rapidly.
In the event of  future  increases  in the unit  price of CO2  purchased  by the
Company,  the Company may not be able to fully pass on such price  increases  to
its customers.  Consequently,  the Company's  profitability  may be sensitive to
changes in wholesale CO2 prices.

DEPENDENCE ON SUPPLIERS OF BULK CO2 SYSTEMS; FEW SOURCES OF SUPPLY

         Since  the  Company  does not  manufacture  bulk CO2  systems,  it must
purchase all of the bulk CO2 systems it leases.  The Company  purchases new bulk
CO2  systems  from  Minnesota  Valley  Engineering,   Inc.  and  Taylor  Wharton
Cryogenics (a division of Harsco  Corporation),  the two major  manufacturers of
such equipment.  Any event  adversely  affecting the supply of bulk CO2 systems,
including the inability of such manufacturers to meet demand for the purchase of
new bulk CO2  systems,  could have a material  adverse  effect on the  Company's
operations.  The Company has no control over the manufacturing process,  quality
assurance  or the timing of delivery of bulk CO2  systems.  The Company does not
have  any  contracts  with  either   Minnesota  Valley   Engineering,   Inc.  or
Taylor-Wharton Cryogenics for the purchase of bulk CO2 systems.

NEED TO MEET TECHNOLOGICAL ADVANCES

         The Company's  success will depend in part on its ability to obtain new
bulk CO2 customers by converting  existing  users of high pressure  cylinders to
bulk  CO2  systems  and to keep  pace  with  possible  changes  in CO2  delivery
technology,  evolving industry standards and changing client preferences.  There
can be no assurance  that the Company will be  successful  in  addressing  these
developments  on a timely  basis or that,  if  addressed,  the  Company  will be
successful  in  the  marketplace.  The  Company's  inability  to  address  these
developments  could have a material adverse effect on the Company's business and
operations.

DEPENDENCE ON KEY PERSONNEL

         The Company will continue to be dependent to a significant  extent upon
the efforts and  abilities of Edward M.  Sellian,  its Chairman of the Board and
Chief  Executive  Officer,  and Joseph M.  Criscuolo,  its  President  and Chief
Operating  Officer.  The loss of the  services  of  either  Mr.  Sellian  or Mr.
Criscuolo could have a material adverse effect on the Company.  The Company does
not maintain key man life insurance on Mr. Sellian or Mr. Criscuolo. The Company
has no employment agreement with Mr. Sellian or Mr. Criscuolo;  however, each of
Mr. Sellian and Mr. Criscuolo has entered into a  noncompetition  agreement with
the Company.  In addition,  the Company's  ability to grow  successfully will be
dependent upon its ability to attract and retain additional  skilled  management
personnel.

                                       -6-
OPERATING RISKS MAY NOT BE COVERED BY INSURANCE

         The Company's  operations  are subject to all of the operating  hazards
and risks normally  incidental to handling,  storing and transporting  bulk CO2,
which as a compressed  gas is  classified as a hazardous  material.  The Company
maintains  insurance  policies  in such  amounts  and with  such  coverages  and
deductibles as the Company believes are reasonable and prudent.  However,  there
can be no assurance  that such insurance will be adequate to protect the Company
from  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  by the  Company  or will  be  available  at
economical prices.

EFFECT OF GOVERNMENTAL REGULATION

         The  business  of the  Company is subject to federal and state laws and
regulations adopted for the protection of the environment, the health and safety
of employees and users of the Company's products. 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 the Company is subject to regulatory and  legislative  changes that
can affect the  economics  of the  industry by  requiring  changes in  operating
practices  or  influencing  the  demand  for,  and the  cost of  providing,  its
services.

CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of the Company beneficially own or
have voting control over approximately 1,177,902 Common Shares, or approximately
16.6% of the  outstanding  Common  Shares.  Such persons will  therefore be in a
position  to  significantly  influence  the  outcome  of matters  submitted  for
shareholder approval,  including election of the Company's directors,  and could
thereby affect the selection of management and direct policies of the Company.

POSSIBLE VOLATILITY OF STOCK PRICE

         The market price of the Common Shares has risen substantially since the
IPO.  Macroeconomic and general market factors beyond the control of the Company
may cause  the  market  price  for the  Common  Stock to be  volatile  in future
periods.  Quarterly  operating  results  of  the  Company;  changes  in  general
conditions in the economy,  the financial markets or the bulk CO2 industry;  and
natural disasters or other developments affecting the Company or its competitors
could cause the market price of the Common Stock to fluctuate substantially.  In
addition,  in recent years the stock market has  experienced  extreme  price and
volume fluctuations.  This volatility has had a significant effect on the market
prices of securities issued by many companies often for reasons unrelated to the
operating performance of these companies.

NO DIVIDENDS ANTICIPATED

         The  Company  intends  to retain  all  future  earnings  for use in the
development of its business and does not anticipate paying any cash dividends on
the Common Shares in the foreseeable  future.  In addition,  the payment of cash
dividends  on the Common  Shares is  restricted  by  financial  covenants in the
Company's loan agreements.

SHARES ELIGIBLE FOR FUTURE SALE

         As of June 18, 1996,  the Company had  approximately  7,095,500  Common
Shares  outstanding.  1,728,858  Common  Shares are  "restricted"  securities as
defined in Rule 144  promulgated  under the  Securities  Act of 1933, as amended
(the "Securities  Act") and may not be sold unless they are registered under the
Securities Act or are sold pursuant to an exemption from registration, including
an exemption contained in Rule 144. On July 27, 1995, the Securities and

                                       -7-
Exchange  Commission  proposed  to reduce  the Rule  144(d)  holding  period for
resales of  restricted  securities  from two years to one year and to reduce the
Rule  144(k)  holding  period  from three  years to two  years.  If the Rule 144
changes are adopted,  the reduced  holding  periods will apply to all restricted
securities.  The holders of 555,796 restricted Common Shares have certain rights
to require the Company to register the sale of such shares under the  Securities
Act. Sales of substantial  amounts of Common Shares, or the perception that such
sales could occur,  may  adversely  affect the market price of the Common Shares
prevailing from time to time.

EFFECTS OF CERTAIN CHARTER PROVISIONS; ANTI-TAKEOVER EFFECTS OF CHARTER AND
FLORIDA LAW

         The rights of the holders of the Common  Shares will be subject to, and
may be adversely  affected by, the rights of the holders of any Preferred  Stock
that may be issued in the future.  The Board of Directors  has the  authority to
issue up to  5,000,000  shares of Preferred  Stock and to  determine  the price,
rights,  preferences,  privileges and  restrictions  of those shares without any
further vote or action by the shareholders.  Although the Company has no present
plans to issue shares of Preferred  Stock, the issuance of Preferred Stock could
have the  effect of  making it more  difficult  for a third  party to  acquire a
majority  of the  outstanding  voting  stock of the  Company or could  otherwise
dilute the rights of holders of the Common Shares. Certain provisions of Florida
law and the Company's  Articles of  Incorporation  may  discourage  persons from
making,  or make it more  difficult  for persons to make a tender  offer for, or
acquisitions  of,  substantial  amounts of the  Company's  Common Shares or from
launching  other  takeover  attempts that a shareholder  might  consider in such
shareholder's best interest.

                                   THE COMPANY

         NuCo2 Inc.  operates in a relatively new industry which supplies liquid
carbon dioxide ("liquid" or "bulk CO2") to retail  establishments for use in the
carbonation  and  dispensing  of fountain  beverages.  NuCo2 Inc. is the largest
company in this industry as measured by aggregate  purchases of bulk CO2 systems
from the  manufacturers of such systems.  Carbon dioxide is required to dispense
carbonated  beverages and is presently supplied in most instances in the form of
CO2 gas, which is transported and stored in high pressure cylinders. The Company
believes  high  pressure  cylinders  are  being  displaced  by bulk CO2  systems
because,  from  a  customer's  perspective,   bulk  CO2  systems  enjoy  several
qualitative and economic  advantages over high pressure  cylinders.  The Company
presently has operations in 13 states and services over 15,000 customers,  which
consist primarily of restaurants,  convenience stores, taverns,  theaters, theme
parks,  resorts and stadiums.  The Company's objective is to expand its business
nationally and establish  itself as the dominant  national  supplier of bulk CO2
for beverage applications.

         The Company offers its customers two principal  services:  a stationary
bulk CO2 system installed on the customer's  premises and routine filling of the
system with liquid CO2 according to a defined schedule.  Typically the system is
owned by the Company and leased to the customer under a five year  noncancelable
contract,  although some customers own their own system.  The Company operates a
network of service and supply depots and a fleet of specialized  delivery trucks
which  deliver  liquid  CO2 to  customers'  locations.  The  system  utilizes  a
cryogenic  vessel which preserves CO2 in its liquid form until its conversion to
gaseous form for use in beverage  carbonation.  Advantages  to users of bulk CO2
systems  include  elimination  of "flat"  drinks,  elimination of fountain drink
dispensing downtime and product waste during cylinder changeovers,  avoidance of
employee  handling of heavy  cylinders,  kitchen space  efficiency  and enhanced
safety.  Bulk CO2 systems are  typically  offered to  customers  at price levels
which are comparable to the cost of high pressure cylinders.  Based on data from
the  manufacturers  of bulk CO2 systems and  restaurant and other industry data,
the

                                       -8-
Company  estimates  that bulk CO2  systems  have  captured  less than 15% of the
beverage  CO2 market in the United  States and less than 20% of the beverage CO2
market  within the Company's  primary  service area in 10  southeastern  states.
Based on restaurant and other  industry  data, the Company  estimates that there
are over 600,000 beverage related CO2 users in the United States. The first bulk
CO2 systems for beverage  applications were  commercialized in 1986 by Minnesota
Valley Engineering, Inc., one of the manufacturers of bulk CO2 systems.

         The  competitive  strategy  of the  Company  is focused on the bulk CO2
market and consists of several  elements.  Unlike many of its  competitors,  for
whom bulk CO2 is a secondary  service line, the Company has no material lines of
business at present other than bulk CO2. The Company's  strategy  emphasizes the
placement of a Company owned bulk CO2 system on the  customer's  premises  under
long-term  contracts,  adding stability to the Company's revenue base. In fiscal
1995,  less  than 5% of  Company  owned  bulk CO2  systems  experienced  service
termination.  Service  termination  is typically  caused by restaurant  closure.
There are competitive  advantages stemming from scale and delivery route density
in the  Company's  industry that the Company  enjoys as the leading  supplier of
bulk CO2 in most of its current  markets.  Route density lowers the average cost
per bulk CO2  delivery  and makes entry by new  competitors  more  difficult  by
reducing their ability to achieve economies of scale. The Company differentiates
itself through its attention to customer service, including 24-hour, seven day a
week service  capabilities.  The Company offers a broad range of bulk CO2 system
sizes to access the entire spectrum of potential  customers,  and provides rapid
installation through its specialized installation personnel and vehicles.

         The Company  commenced  operations in 1990 with the  acquisition  of 19
bulk CO2 systems in Florida from an industrial gas distributor.  As of March 31,
1996, the Company had added 7,864 bulk CO2 customers through internal growth and
5,393 bulk CO2 customers through nine  acquisitions.  The Company  significantly
expanded the scope of its operations  with the  acquisition of Bevtech,  Inc. in
June 1995. Bevtech serviced a total of 3,093 bulk CO2 systems.  On May 15, 1996,
the  Company  acquired  the bulk CO2  operations  in New York,  New  Jersey  and
Connecticut  of The  Coca-Cola  Bottling  Company of New York,  Inc. The Company
acquired approximately 1,030 bulk CO2 systems presently in service at customers'
locations and, in addition, contracts to provide bulk CO2 refill only service to
approximately  220 customer owned bulk CO2 systems.  The Company intends to grow
primarily  through  internal means,  but also expects to make  acquisitions as a
method of  strategically  entering new  geographic  markets and  building  route
density within existing  markets.  The Company believes that there are more than
100  businesses in the United States which service  between 250 and 750 bulk CO2
accounts  and more than 10  businesses  which  service  between  1,000 and 6,000
accounts.  The  Company's  internal  growth  initiatives  consist  of  marketing
multi-system   placements  to  corporate  and  franchised  operations  of  large
restaurant,  convenience  store and theater  chains.  The Company has negotiated
multi-system  placements  or  CO2  supply  contracts  with  numerous  customers,
including McDonald's,  Pizza Hut, Kentucky Fried Chicken,  Burger King, Wendy's,
Hardees,  Subway,  Shoney's,  Chili's,  7-Eleven,  Circle K, EZ  Serve,  Carmike
Cinemas,  AMC  Theaters,  Universal  Studios,  Walt Disney  World and Joe Robbie
Stadium.  The Company's  relationships  with chain  customers in one  geographic
market  frequently  help it  establish  service  with these same chains when the
Company  expands to new markets.  After  accessing  the chain  accounts in a new
market,  the Company attempts to rapidly build route density by leasing bulk CO2
systems to independent restaurants, convenience stores and theaters.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised  by the  holders  thereof.  The  Company  will not  receive any of the
proceeds  from the reoffer and resale of the Shares by the Selling  Shareholders
and the Future Selling Shareholders.

                                       -9-
SELLING SHAREHOLDERS

         This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the 1995 Plan, the
Directors' Plan or the Employee Options.

         The  following  table  sets  forth  (i) the  number  of  Common  Shares
beneficially owned by each Selling  Shareholder prior to the Offering,  (ii) the
number of Shares to be offered for resale by each Selling  Shareholder 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      Shares to be        Class to be Owned
                            Shares Owned Prior      Offered for      After Completion of
         Name                 to the Offering         Resale             the Offering
- ----------------------      -------------------   --------------     --------------------
Joseph M. Criscuolo             93,920(1)             75,000            93,920/1.3%
Jean Houghton                   33,967(2)(3)          48,750               --/--
Robert Ranieri                  33,967(2)(3)          48,750              --/--
Robert L. Frome                 27,222(4)              6,000            27,222/*
John J. O'Neil                      --(4)              6,000             --/--
Edward F. O'Reilly                  --(4)              6,000            --/--
William B. Porter                   --(4)              6,000           --/--
- -----------------------------
*  Less than 1%.

(1)      Excludes  75,000  Common  Shares  issuable  upon the  exercise of stock
         options. No part of such options is currently exercisable.

(2)      Represents shares issuable upon exercise of currently exercisable stock
         options.

(3)      Excludes  14,783  Common  Shares  issuable  upon the  exercise of stock
         options. No part of such options is currently exercisable.

(4)      Excludes 6,000 shares of Common Shares issuable upon the exercise of
         stock options. No part of such options is currently exercisable.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders   from   time  to  time  in  one  or  more   transactions   in  the
over-the-counter  market,  in  negotiated  transactions  or  otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. The
Selling  Shareholders  have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Certain
members of such firm own an aggregate of 39,444 Common Shares.  Robert L. Frome,
a member of such firm, is a director of the Company.

                                     EXPERTS

         The  financial  statements of NuCo2 Inc. as of June 30,1995 and for the
year  then  ended,  have  been  incorporated  by  reference  herein  and  in the
Registration  Statement  in reliance  upon the report of KPMG Peat  Marwick LLP,
independent  certified public accountants,  incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.

                                      -10-
The financial statements of the Company as of June 30, 1994 and for the
year then ended, the financial  statements of Bevtech,  Inc., as of June 7, 1995
and June  30,1994,  and for the period July 1, 1994 through June 7, 1995 and the
year ended June 30, 1994, and the statement of net assets to be sold of the bulk
CO2 operating segment of the BevServ Division of The Coca-Cola  Bottling Company
of New York, Inc. as of December 31, 1995 and the related  historical summary of
net sales and  direct  operating  expenses  for the year  then  ended  have been
incorporated herein in reliance on the report of Cooper Selvin & Strassberg LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 under the Securities Act with respect to the Shares offered hereby. For
further  information  with  respect to the  Company and the  securities  offered
hereby, reference is made to the Registration Statement. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

                                      -11-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS REFERENCE

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

         (a)  Prospectus of the Company dated June 7, 1996.

         (b)  Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended December 31, 1995.

         (c)  Quarterly  Report of the  Company  on Form  10-QSB for the fiscal
quarter ended March 31, 1996.

         The description of the Common Shares in the Corporation's  Registration
Statement on Form 8-A filed  December 12, 1995 is  incorporated  by reference in
this Prospectus and shall be deemed to be a part hereof.

         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, after the effective date of this registration statement and
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 Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Certain
members of such firm own an aggregate of 39,444 Common Shares.  Robert L. Frome,
a member of such firm, is a director of the Company.

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 by laws 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 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.

                                      II-1
The Company has  obtained a  directors'  and  officers'  insurance  and
company  reimbursement  policy in the amount of  $2,000,000.  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 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:

                                      II-2
(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.

         (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.

                                      II-3
(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 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  investigative  and  whether  formal or
          informal;

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

                                      II-4
(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(a)     1995 Stock Option Plan.

         4(b)     Directors' Stock Option Plan.

         4(c)     Stock Option Agreement dated as of June 7, 1995 issued to Jean
                  Houghton.

         4(d)     Stock  Option  Agreement  dated as of June 7,  1995  issued to
                  Robert Ranieri.

         5        Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
                  to the securities registered hereunder.

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

        23(b)     Consent of KPMG Peat Marwick LLP.

        23(c)     Consent of Cooper, Selvin & Strassberg LLP.

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

ITEM 9.     UNDERTAKINGS

            The undersigned registrant hereby undertakes:

                                      II-5
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.

         The  undersigned  registrant  hereby  undertakes  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.

         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  (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-6
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 24th day of June,
1996.

                                          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
Joseph   M.   Criscuolo   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
    (Edward M. Sellian)      Executive Officer)                   June 24, 1996

/s/ Joseph M. Criscuolo      President, Chief Operating Officer
- -------------------------    and Director                         June 24, 1996
    (Joseph M. Criscuolo)

/s/ Edward W. Dean           Chief Financial Officer (Principal   June 24, 1996
- -------------------------    Financial Officer and Principal
    (Edward W. Dean)         Accounting Officer)

/s/ Robert L. Frome          Director                             June 24, 1996
- -------------------------
    (Robert L. Frome)

- --------------------------    Director
     (John J. O'Neil)

/s/ Edward F. O'Reilly        Director                            June 24, 1996
- --------------------------
    (Edward F. O'Reilly)

/s/ William B. Porter         Director                            June 24, 1996
- ---------------------------
   (William B. Porter)

                                      II-7
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 June 24, 1996.

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

                                   By:  /s/ William B. Porter
                                        ------------------------------------
                                            William B. Porter,
                                            Member of Stock Option Committee

                                   By:  /s/ Edward F. O'Reilly
                                        -------------------------------------
                                            Edward F. O'Reilly,
                                            Member of Stock Option Committee

                                   By:  /s/ Robert L. Frome
                                        -------------------------------------
                                            Robert L. Frome,
                                            Member of Stock Option Committee

                                   By:  /s/ John J. O'Neil
                                        -------------------------------------
                                            John J. O'Neil,
                                            Member of Stock Option Committee

                                      II-8