<PAGE>

       As filed with the Securities and Exchange Commission on ___________, 2001
                                                     Registration No. 333-
================================================================================


                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------
                               PACKAGED ICE, INC.
              (Exact name of Registrant as specified in its charter)

               TEXAS                                            76-0316492
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                                3535 TRAVIS STREET
                                     SUITE 170
                                DALLAS, TEXAS 75204
                      (Address of principal executive offices)
                                     (Zip Code)



                      PACKAGED ICE, INC. 2001 STOCK OPTION PLAN
                               (Full title of the plan)

                                   WILLIAM P. BRICK
                               CHIEF EXECUTIVE OFFICER
                                 3535 TRAVIS STREET
                                      SUITE 170
                                DALLAS, TEXAS 75204
                                   (214) 526-6740
                     (Name and address, including zip code, and
                        telephone number of agent for service)


                                      COPIES TO:
                                   ALAN SCHOENBAUM
                      AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                                  300 CONVENT STREET
                                      SUITE 1500
                                SAN ANTONIO, TEXAS 78205
                                    (210) 281-7000


                               ------------------------
                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

========================================================================================================================
                                                              PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
           TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION
            TO BE REGISTERED                REGISTERED(1)         SHARE(2)                PRICE(2)              FEE
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                    <C>                    <C>
Common Stock, $0.01 par value per share       1,000,000             $2.01               $2,010,000           $530.64
========================================================================================================================

</TABLE>

(1)    Issuable upon the exercise of options available for grant under the
       Packaged Ice, Inc. 2001 Stock Option Plan.  The number of shares of
       common stock registered hereby is subject to adjustment to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.

(2)    Estimated for the purpose of calculating the registration fee pursuant
       to Rule  457(h).  The offering price and registration fee are computed
       on the basis of the average of the high and low prices of the common
       stock as reported on the American Stock Exchange, Inc. on July 12, 2001.

<PAGE>

                                        PART I


                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission


                                       PART II


                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         We are Packaged Ice, Inc., a Texas corporation. This registration
statement covers 1,000,000 shares of our common stock, par value $0.01 per
share, that may become issuable under our 2001 Stock Option Plan.

         We will provide without charge to each participant in our 2001 Stock
Option Plan, upon that participant's written or oral request, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any and all documents incorporated by reference pursuant to Item 3.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by Packaged Ice with the
Commission, are incorporated by reference into this registration statement:

-   Our Annual Report on Form 10-K filed for the period ended December 31, 2000;

-   Amendment No. 1 to our Annual Report on Form 10-K/A filed on April 30, 2001;

-   Our Current Report on Form 8-K filed April 25, 2001;

-   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
    filed on May 15, 2001;

-   Our Definitive Proxy Statement on Form 14A, filed on May 17, 2001; and

-   The description of Packaged Ice's common stock contained in Packaged Ice's
    Form 8-A for registration of securities pursuant to Section 12(b) of the
    Securities Exchange Act of 1934, as amended, filed on September 1, 1998 and
    effective on January 27, 1999, file number 0-24851.

         In addition, all documents we subsequently file pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicate that
all shares covered hereby have been sold or which deregister all such
securities then remaining unsold shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein modifies or supersedes such
statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                       2

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Akin, Gump, Strauss, Hauer & Feld, L.L.P. has served as our counsel.
Messrs. Cecil Schenker and Alan Schoenbaum, partners at Akin Gump, own 4,000
shares and 2,000 shares of Common Stock, respectively.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Article 2.02-1 of the Texas Business Corporation Act (the
"Act") and subject to the procedures and limitations therein, our company MAY
indemnify any person who was, is or is threatened to be made a named defendant
or respondent in a proceeding because he or she is or was a director or
officer, against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses (including court costs and
attorneys' fees) which are incurred by that person in connection with the
proceeding.  Such indemnification is permissible only if it is determined the
person (i) conducted himself or herself in good faith, (ii) reasonably
believed, in the case of conduct in his or her official capacity as a director
of the corporation, that his or her conduct was in our best interests, and in
all other cases, that his or her conduct was not opposed to our best
interests, and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.  If a director or
officer is made a named defendant or respondent in a proceeding because he or
she is or was a director or officer, and if that person has been wholly
successful, on the merits or otherwise, in the defense of the proceeding, then
Article 2.02-1 REQUIRES us to indemnify him or her against reasonable expenses
(including court costs and attorneys' fees) incurred by him or her in
connection with the proceeding.

         The Act provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.  Our Articles of Incorporation and our Bylaws provide
for the indemnification by the company of its directors and officers to the
fullest extent permitted by the Act. In addition, as permitted by Article
1302-7.06 of the Texas Miscellaneous Corporation Laws Act, we have provided in
our Articles of Incorporation that our directors shall not be liable to us or
our shareholders for monetary damages for an act or omission in a director's
capacity as our director.

         We have entered into indemnification agreements with certain of our
directors and executive officers. The indemnification agreements provide that
we shall indemnify any of these individuals against certain liabilities
(including settlements) and expenses actually and reasonably incurred by them
in connection with any threatened or pending legal actions, proceedings or
investigations (other than actions brought by us or on our behalf) to which
any of them is, or is threatened to be, made a party by reason of his or her
status as our director, officer or agent; PROVIDED that (i) with respect to a
civil, administrative or investigative (other than criminal) action, such
individual acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, our best interests, and (ii) with respect to any
criminal proceeding, he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to any action brought by us or on our
behalf, the agreements provide that any such individual may be indemnified, to
the extent not prohibited by applicable laws, or as determined by a court of
competent jurisdiction, against expenses actually and reasonably incurred by
him or her in connection with the action, if he or she acted in good faith and
in a manner reasonably believed to be in, or not opposed to, our best
interests. The agreements also require indemnification of such individuals for
all reasonable expenses incurred in connection with the successful defense of
any action or claim, and they provide for partial indemnification in the case
of any partially successful defense.

                                       3

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         4.1    Restated Articles of Incorporation of Packaged Ice
(incorporated by reference from Exhibit 3.2 to the Registration Statement on
Form S-4, File Number 333-29375, filed with the Commission on June 16, 1997).

         4.2    Articles of Amendment to the Restated Articles of
Incorporation of Packaged Ice (incorporated by reference from Exhibit 3.2 to
Packaged Ice's Registration Statement on Form S-1, File Number 333-60627,
filed with the Commission on August 4, 1998).

         4.3    Amended and Restated Bylaws of Packaged Ice (incorporated by
reference from Exhibit 3.5 to Packaged Ice's Registration Statement on Form
S-4, File Number 333-29375, filed with the Commission on June 16, 1997).

         4.4    2001 Stock Option Plan, dated May 9, 2001 (incorporated by
reference from Appendix B to Packaged Ice's Definitive Proxy Statement on Form
14A, filed with the Commission on May 17, 2001).

         4.5    Form of Stock Certificate of Common Stock of Packaged Ice
(incorporated by reference from Exhibit 4.18 to Packaged Ice's Registration
Statement on Form S-1, File Number 333-60627, filed with the Commission on
August 4, 1998).

         4.6*   Amendment No. 1 to the 2001 Stock Option Plan, dated July 5,
2001.

         5.1*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
legality of the shares being issued.

         23.1*  Consent of Deloitte & Touche LLP.

         23.2*  Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in Exhibit 5.1).

         24.1*  Power of Attorney (included in signature pages attached hereto).


         *   Filed herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus required by Section 10(a)(3)
of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with

                                       4

<PAGE>

the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                (iii)   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.

         (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities being offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

         (3)    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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act, and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.



                                       5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, Packaged Ice 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 Dallas, Texas, on July 18, 2001.


                                  PACKAGED ICE, INC.



                                  By:   /s/ WILLIAM P. BRICK
                                       -----------------------------------------
                                       William P. Brick, Chief Executive Officer



                              POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints WILLIAM P. BRICK, with full
power to act, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in all capacities, to sign any and all amendments (including, without
limitation, 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact
and agent or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         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 indicated on July 18, 2001.


<TABLE>
<CAPTION>

SIGNATURE                                TITLE
---------                                -----
<S>                                      <C>
     /s/ WILLIAM P. BRICK                Chief Executive Officer and Chairman of the Board
------------------------------------
     William P. Brick


     /s/ STEVEN P. ROSENBERG             Director
------------------------------------
     Steven P. Rosenberg


     /s/ A.J. LEWIS III                  Director
------------------------------------
     A.J. Lewis III


     /s/ RICHARD A. COONROD              Director
------------------------------------
     Richard A. Coonrod


     /s/ ROBERT G. MILLER                Director
------------------------------------
     Robert G. Miller


     /s/ DAVID J. LOSITO                 Director
------------------------------------
     David J. Losito

</TABLE>


                                       6

<PAGE>

                                 INDEX TO EXHIBITS


<TABLE>
<CAPTION>

Exhibit
Number             Description of Exhibits
-------            -----------------------
<S>                <C>
4.1                Restated Articles of Incorporation of Packaged Ice (incorporated
                   by reference from Exhibit 3.2 to the Registration Statement
                   on Form S-4, File Number 333-29375, filed with the Commission on
                   June 16, 1997).

4.2                Articles of Amendment to the Restated Articles of Incorporation of
                   Packaged Ice (incorporated by reference from Exhibit 3.2 to
                   Packaged Ice's Registration Statement on Form S-1, File Number
                   333-60627, filed with the Commission on August 4,  1998).

4.3                Amended and Restated Bylaws of Packaged Ice (incorporated by reference
                   from Exhibit 3.5 to Packaged Ice's Registration Statement on Form S-4,
                   File Number 333-29375, filed with the Commission on June 16, 1997).

4.4                2001 Stock Option Plan, dated May 9, 2001 (incorporated by reference from
                   Appendix B to Packaged Ice's Definitive Proxy Statement on Form 14A, filed
                   with the Commission on May 17, 2001).

4.5                Form of Stock Certificate of Common Stock of Packaged Ice (incorporated by
                   reference from Exhibit 4.18 to Packaged Ice's Registration Statement on
                   Form S-1, File Number 333-60627, filed with the Commission on August 4, 1998).

4.6*               Amendment No. 1 to the 2001 Stock Option Plan, dated July 5, 2001.

5.1*               Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the legality of
                   the shares being issued.

23.1*              Consent of Deloitte & Touche LLP.

23.2*              Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1).

24.1*              Power of Attorney (included in signature pages attached hereto).

</TABLE>

*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "a2053325zs-8.txt", "description": "S-8", "secsgml_size_bytes": 21344}]
{"company-data": {"conformed-name": "PACKAGED ICE INC", "cik": "0000917731", "assigned-sic": "2090", "irs-number": "760316492", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65410", "film-number": "1684300"}, "business-address": {"street1": "8572 KATY FREEWY, STE 101", "city": "HOUSTON", "state": "TX", "zip": "77024", "phone": "7134649384"}, "mail-address": {"street1": "8572 KATY FREEWAY", "street2": "SUITE 101", "city": "HOUSTON", "state": "TX", "zip": "77024"}}
As filed with the Securities and Exchange Commission on ___________, 2001
                                                     Registration No. 333-
================================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------
                               PACKAGED ICE, INC.
              (Exact name of Registrant as specified in its charter)

               TEXAS                                            76-0316492
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                                3535 TRAVIS STREET
                                     SUITE 170
                                DALLAS, TEXAS 75204
                      (Address of principal executive offices)
                                     (Zip Code)

                      PACKAGED ICE, INC. 2001 STOCK OPTION PLAN
                               (Full title of the plan)

                                   WILLIAM P. BRICK
                               CHIEF EXECUTIVE OFFICER
                                 3535 TRAVIS STREET
                                      SUITE 170
                                DALLAS, TEXAS 75204
                                   (214) 526-6740
                     (Name and address, including zip code, and
                        telephone number of agent for service)

                                      COPIES TO:
                                   ALAN SCHOENBAUM
                      AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                                  300 CONVENT STREET
                                      SUITE 1500
                                SAN ANTONIO, TEXAS 78205
                                    (210) 281-7000

                               ------------------------
                            CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                              PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
           TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION
            TO BE REGISTERED                REGISTERED(1)         SHARE(2)                PRICE(2)              FEE
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share       1,000,000             $2.01               $2,010,000           $530.64
========================================================================================================================
(1)    Issuable upon the exercise of options available for grant under the
       Packaged Ice, Inc. 2001 Stock Option Plan.  The number of shares of
       common stock registered hereby is subject to adjustment to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.

(2)    Estimated for the purpose of calculating the registration fee pursuant
       to Rule  457(h).  The offering price and registration fee are computed
       on the basis of the average of the high and low prices of the common
       stock as reported on the American Stock Exchange, Inc. on July 12, 2001.
PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission

                                       PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         We are Packaged Ice, Inc., a Texas corporation. This registration
statement covers 1,000,000 shares of our common stock, par value $0.01 per
share, that may become issuable under our 2001 Stock Option Plan.

         We will provide without charge to each participant in our 2001 Stock
Option Plan, upon that participant's written or oral request, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any and all documents incorporated by reference pursuant to Item 3.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by Packaged Ice with the
Commission, are incorporated by reference into this registration statement:

-   Our Annual Report on Form 10-K filed for the period ended December 31, 2000;

-   Amendment No. 1 to our Annual Report on Form 10-K/A filed on April 30, 2001;

-   Our Current Report on Form 8-K filed April 25, 2001;

-   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
    filed on May 15, 2001;

-   Our Definitive Proxy Statement on Form 14A, filed on May 17, 2001; and

-   The description of Packaged Ice's common stock contained in Packaged Ice's
    Form 8-A for registration of securities pursuant to Section 12(b) of the
    Securities Exchange Act of 1934, as amended, filed on September 1, 1998 and
    effective on January 27, 1999, file number 0-24851.

         In addition, all documents we subsequently file pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicate that
all shares covered hereby have been sold or which deregister all such
securities then remaining unsold shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein modifies or supersedes such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                       2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Akin, Gump, Strauss, Hauer & Feld, L.L.P. has served as our counsel.
Messrs. Cecil Schenker and Alan Schoenbaum, partners at Akin Gump, own 4,000
shares and 2,000 shares of Common Stock, respectively.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Article 2.02-1 of the Texas Business Corporation Act (the
"Act") and subject to the procedures and limitations therein, our company MAY
indemnify any person who was, is or is threatened to be made a named defendant
or respondent in a proceeding because he or she is or was a director or
officer, against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses (including court costs and
attorneys' fees) which are incurred by that person in connection with the
proceeding.  Such indemnification is permissible only if it is determined the
person (i) conducted himself or herself in good faith, (ii) reasonably
believed, in the case of conduct in his or her official capacity as a director
of the corporation, that his or her conduct was in our best interests, and in
all other cases, that his or her conduct was not opposed to our best
interests, and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.  If a director or
officer is made a named defendant or respondent in a proceeding because he or
she is or was a director or officer, and if that person has been wholly
successful, on the merits or otherwise, in the defense of the proceeding, then
Article 2.02-1 REQUIRES us to indemnify him or her against reasonable expenses
(including court costs and attorneys' fees) incurred by him or her in
connection with the proceeding.

         The Act provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.  Our Articles of Incorporation and our Bylaws provide
for the indemnification by the company of its directors and officers to the
fullest extent permitted by the Act. In addition, as permitted by Article
1302-7.06 of the Texas Miscellaneous Corporation Laws Act, we have provided in
our Articles of Incorporation that our directors shall not be liable to us or
our shareholders for monetary damages for an act or omission in a director's
capacity as our director.

         We have entered into indemnification agreements with certain of our
directors and executive officers. The indemnification agreements provide that
we shall indemnify any of these individuals against certain liabilities
(including settlements) and expenses actually and reasonably incurred by them
in connection with any threatened or pending legal actions, proceedings or
investigations (other than actions brought by us or on our behalf) to which
any of them is, or is threatened to be, made a party by reason of his or her
status as our director, officer or agent; PROVIDED that (i) with respect to a
civil, administrative or investigative (other than criminal) action, such
individual acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, our best interests, and (ii) with respect to any
criminal proceeding, he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to any action brought by us or on our
behalf, the agreements provide that any such individual may be indemnified, to
the extent not prohibited by applicable laws, or as determined by a court of
competent jurisdiction, against expenses actually and reasonably incurred by
him or her in connection with the action, if he or she acted in good faith and
in a manner reasonably believed to be in, or not opposed to, our best
interests. The agreements also require indemnification of such individuals for
all reasonable expenses incurred in connection with the successful defense of
any action or claim, and they provide for partial indemnification in the case
of any partially successful defense.

                                       3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1    Restated Articles of Incorporation of Packaged Ice
(incorporated by reference from Exhibit 3.2 to the Registration Statement on
Form S-4, File Number 333-29375, filed with the Commission on June 16, 1997).

         4.2    Articles of Amendment to the Restated Articles of
Incorporation of Packaged Ice (incorporated by reference from Exhibit 3.2 to
Packaged Ice's Registration Statement on Form S-1, File Number 333-60627,
filed with the Commission on August 4, 1998).

         4.3    Amended and Restated Bylaws of Packaged Ice (incorporated by
reference from Exhibit 3.5 to Packaged Ice's Registration Statement on Form
S-4, File Number 333-29375, filed with the Commission on June 16, 1997).

         4.4    2001 Stock Option Plan, dated May 9, 2001 (incorporated by
reference from Appendix B to Packaged Ice's Definitive Proxy Statement on Form
14A, filed with the Commission on May 17, 2001).

         4.5    Form of Stock Certificate of Common Stock of Packaged Ice
(incorporated by reference from Exhibit 4.18 to Packaged Ice's Registration
Statement on Form S-1, File Number 333-60627, filed with the Commission on
August 4, 1998).

         4.6*   Amendment No. 1 to the 2001 Stock Option Plan, dated July 5,
2001.

         5.1*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
legality of the shares being issued.

         23.1*  Consent of Deloitte & Touche LLP.

         23.2*  Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in Exhibit 5.1).

         24.1*  Power of Attorney (included in signature pages attached hereto).

         *   Filed herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus required by Section 10(a)(3)
of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with

                                       4
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                (iii)   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.

         (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities being offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

         (3)    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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act, and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, Packaged Ice 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 Dallas, Texas, on July 18, 2001.

                                  PACKAGED ICE, INC.

                                  By:   /s/ WILLIAM P. BRICK
                                       -----------------------------------------
                                       William P. Brick, Chief Executive Officer

                              POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints WILLIAM P. BRICK, with full
power to act, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in all capacities, to sign any and all amendments (including, without
limitation, 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact
and agent or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         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 indicated on July 18, 2001.
SIGNATURE                                TITLE
---------                                -----
/s/ WILLIAM P. BRICK                Chief Executive Officer and Chairman of the Board
------------------------------------
     William P. Brick

     /s/ STEVEN P. ROSENBERG             Director
------------------------------------
     Steven P. Rosenberg

     /s/ A.J. LEWIS III                  Director
------------------------------------
     A.J. Lewis III

     /s/ RICHARD A. COONROD              Director
------------------------------------
     Richard A. Coonrod

     /s/ ROBERT G. MILLER                Director
------------------------------------
     Robert G. Miller

     /s/ DAVID J. LOSITO                 Director
------------------------------------
     David J. Losito
6
INDEX TO EXHIBITS
Exhibit
Number             Description of Exhibits
-------            -----------------------
4.1                Restated Articles of Incorporation of Packaged Ice (incorporated
                   by reference from Exhibit 3.2 to the Registration Statement
                   on Form S-4, File Number 333-29375, filed with the Commission on
                   June 16, 1997).

4.2                Articles of Amendment to the Restated Articles of Incorporation of
                   Packaged Ice (incorporated by reference from Exhibit 3.2 to
                   Packaged Ice's Registration Statement on Form S-1, File Number
                   333-60627, filed with the Commission on August 4,  1998).

4.3                Amended and Restated Bylaws of Packaged Ice (incorporated by reference
                   from Exhibit 3.5 to Packaged Ice's Registration Statement on Form S-4,
                   File Number 333-29375, filed with the Commission on June 16, 1997).

4.4                2001 Stock Option Plan, dated May 9, 2001 (incorporated by reference from
                   Appendix B to Packaged Ice's Definitive Proxy Statement on Form 14A, filed
                   with the Commission on May 17, 2001).

4.5                Form of Stock Certificate of Common Stock of Packaged Ice (incorporated by
                   reference from Exhibit 4.18 to Packaged Ice's Registration Statement on
                   Form S-1, File Number 333-60627, filed with the Commission on August 4, 1998).

4.6*               Amendment No. 1 to the 2001 Stock Option Plan, dated July 5, 2001.

5.1*               Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the legality of
                   the shares being issued.

23.1*              Consent of Deloitte & Touche LLP.

23.2*              Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1).

24.1*              Power of Attorney (included in signature pages attached hereto).
*Filed herewith