As filed with the Securities and Exchange Commission on May 24, 2002
                                                           Registration No. 333-
 -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   NuCo2 Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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

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

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

                                   NuCo2 Inc.
                             1995 Stock Option Plan,
              Directors' Stock Option Plan and Options to Directors
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

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

                                 (772) 221-1754
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)







                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------
                                                        Proposed             Proposed
                                                         Maximum              Maximum             Amount Of
     Title Of Securities              Amount To       Offering Price         Aggregate           Registration
     To Be Registered               Be Registered       Per Share         Offering Price             Fee
--------------------------------------------------------------------------------------------------------------
   Common Shares,
$.001 par value per                500,000 shares
       share                         (1)(2)             10.79(2)            5,390,500(2)            $496
--------------------------------------------------------------------------------------------------------------


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

(2)      Includes an  aggregate of 50,000  shares with respect to which  options
         were granted to Directors at an exercise  price of $7.82 per share.  An
         additional  450,000  shares  may be  offered  under  the 1995  Plan and
         Directors'  Plan.  Pursuant to Rule 457(g) and (h), the offering  price
         for these  additional  shares is  estimated  solely for the  purpose of
         determining the registration fee and is based on $11.11,  the average
         of the high and low sale prices of the Common Shares as reported by The
         Nasdaq Stock Market on May 22, 2002.








                                EXPLANATORY NOTES

On June 24, 1996, NuCo2 Inc. (the "Company")  filed a Registration  Statement on
Form S-8 (No. 333-06705) relating to, among other things,  350,000 Common Shares
issuable  under the 1995 Plan.  On  December 3, 1997 and  December 2, 1999,  the
Company's  shareholders approved increases of 500,000 and 700,000 Common Shares,
respectively, in the 1995 Plan (the "Additional 1995 Plan Shares"), from 350,000
Common Shares to a total of 1,550,000  Common Shares.  On February 10, 2000, the
Company filed a Registration  Statement on Form S-8 (No.  333-30042) relating to
the Additional 1995 Plan Shares and 1,500 Common Shares issuable  pursuant to an
advisor option.

On December 13, 2001, the Company's  shareholders  approved increases of 400,000
and  50,000  Common  Shares,  in the 1995  Plan  and the  Directors'  Plan  (the
"Amendment  Shares"),  respectively,  from  1,550,000 and 60,000 Common  Shares,
respectively,  to a total of 1,950,000 and 110,000 Common Shares,  respectively.
The Company has prepared  this  Registration  Statement in  accordance  with the
requirements  of Form S-8 under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  to register the  Amendment  Shares and 50,000 Common Shares
issuable pursuant to options granted to Directors (the "Director Options").

This Registration Statement includes a Reoffer Prospectus prepared in accordance
with Part I of Form S-3 under the Securities Act. The Reoffer  Prospectus may be
utilized for  reofferings  and resales of up to 500,000  Common Shares  acquired
pursuant  to the 1995  Plan,  Directors'  Plan and  Director  Options by selling
shareholders  who may be deemed an "affiliate"  (as such term is defined in Rule
405 under the Securities Act) of the Company.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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






                                   PROSPECTUS

                              50,000 COMMON SHARES

                                   NUCO2 INC.

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

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

Our common  shares are listed on The  Nasdaq  National  Market  under the symbol
"NUCO".  On May 22, 2002,  the last reported sale price on The Nasdaq  National
Market for our common shares was $11.19 per share.


Our principal  executive  offices are located at 2800 SE Market  Place,  Stuart,
Florida 34997, and our telephone number is (772) 221-1754.
                                -----------------

         THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
                                     PAGE 3.

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

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

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

                  The date of this prospectus is May 24, 2002.







                                TABLE OF CONTENTS


RISK FACTORS..................................................................3

WHERE YOU CAN FIND MORE INFORMATION..........................................11

INCORPORATION BY REFERENCE...................................................11

THE COMPANY..................................................................13

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

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

PLAN OF DISTRIBUTION.........................................................16

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

EXPERTS......................................................................18

ABOUT THIS PROSPECTUS........................................................18

                                                                          Page 2






                                  RISK FACTORS


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

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

We have incurred  substantial  losses since our inception in 1990.  Our net loss
was $9.4 million for fiscal 2000, $15.5 million for fiscal 2001 and $2.9 million
for the first  nine  months of fiscal  2002.  Our  losses to date have  resulted
primarily from expenses incurred in building a sales and marketing organization,
adding  administrative  personnel and  developing a national  infrastructure  to
support  the  rapid  growth  in the  number  of our  installed  base of bulk CO2
systems. The cost of this expansion and the significant  depreciation expense of
our installed  base of bulk CO2 systems have resulted in  significant  operating
losses to date and accumulated net losses of $44.9 million at March 31, 2002. We
cannot  be  certain  that we will  install a  sufficient  number of our bulk CO2
systems or obtain sufficient market acceptance to allow us to achieve or sustain
profitability.

WE HAVE  SUBSTANTIAL  INDEBTEDNESS  AND NEED  ADDITIONAL  FUNDING  TO EXPAND OUR
BUSINESS.

As of March 31, 2002, we had outstanding  indebtedness  of $88.0 million,  which
included $48.0 million under our revolving  credit facility and $40.0 million of
our 12% Senior Subordinated Promissory Notes due 2004 and 2005. If we are unable
to generate  sufficient cash flow to service our  indebtedness,  we will have to
reduce or delay  planned  capital  expenditures,  sell  assets,  restructure  or
refinance our indebtedness or seek additional  equity capital.  We cannot assure
you that any of these  strategies can be effected on  satisfactory  terms, if at
all, particularly in light of our high levels of indebtedness.  In addition, the
extent  to  which  we  continue  to have  substantial  indebtedness  could  have
significant consequences, including:

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

                                                                          Page 3





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

OUR FUTURE OPERATING RESULTS REMAIN UNCERTAIN.

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

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

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

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

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

WE LACK PRODUCT DIVERSITY.

Substantially  all of our  revenues  are  derived  from the  rental  of bulk CO2
systems  installed at customers'  sites,  the sale of CO2 and the rental of high
pressure  cylinders.  Unlike  many of our  competitors  for  whom  bulk CO2 is a
secondary business, we have no material lines of business other than the leasing
of bulk CO2  systems and the sale of CO2 and we do not  anticipate  diversifying
into  other  product  or  service  lines  in  the  future.  Accordingly,  market
acceptance of our bulk CO2 systems is critical to our future success.  We cannot

                                                                          Page 4





assure you that an acceptable level of demand will be achieved or sustained.  If
sufficient  demand  for our bulk CO2  systems  does not  develop  due to lack of
market  acceptance,  technological  change,  competition or other  factors,  our
business,  financial  condition and results of operations and ability to service
our indebtedness could be seriously harmed.

OUR MARKET IS HIGHLY COMPETITIVE.

The industry in which we operate is highly  competitive.  While we are the first
and only company to operate a national  network of service  locations  with over
99% of fountain  beverage  users in the  Continental  United  States  within our
current service area, we compete regionally with several direct competitors.  We
cannot be certain  that  these  competitors  have not or will not  substantially
increase  their  installed  base of bulk CO2  systems and expand  their  service
nationwide.  Because there are no major barriers to entry, we also face the risk
of a well-capitalized competitor's entry into our existing or future markets. In
addition,  we compete with numerous  distributors of bulk and high pressure CO2,
including industrial gas and welding supply companies,  specialty gas companies,
restaurant and grocery supply  companies and fountain  supply  companies.  These
suppliers  vary widely in size and some of our  competitors  have  significantly
greater  financial,   technical  or  marketing   resources  than  we  do.  These
competitors may be able to undertake more extensive marketing  campaigns,  adopt
more aggressive  pricing policies and make more attractive  offers to customers.
Our competitors might succeed in developing  technologies,  products or services
that are  superior,  less costly or more widely used than those that have or are
being developed by us or that would render our technologies or products obsolete
or noncompetitive.  In addition,  certain competitors may have an advantage over
us with  customers who prefer  dealing with one company that can supply bulk CO2
as well as fountain  syrup. We cannot be certain that we will be able to compete
effectively  with current or future  competitors.  Competitive  pressures  could
seriously harm our business,  financial  condition and results of operations and
our ability to service our indebtedness.

OUR FAILURE TO MANAGE GROWTH COULD HARM OUR BUSINESS.

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

                                                                          Page 5





WE DEPEND UPON THIRD-PARTY SUPPLIERS.

We do not conduct  manufacturing  operations  and depend,  and will  continue to
depend,  on  outside  parties  for the  manufacture  of  bulk  CO2  systems  and
components.  We intend to  significantly  expand our installed  base of bulk CO2
systems, and such expansion may be limited by the manufacturing  capacity of our
third-party manufacturers.  Although we expect that our current manufacturers of
bulk CO2  systems  will be able to produce  sufficient  units to meet  projected
demand,  manufacturers  may not be able to meet  our  manufacturing  needs  in a
satisfactory and timely manner. If there is an unanticipated  increase in demand
for bulk CO2 systems,  we may be unable to meet such demand due to manufacturing
constraints. We purchase bulk CO2 systems from Chart Industries, Inc. and Taylor
Wharton   Cryogenics  (a  division  of  Harsco   Corporation),   the  two  major
manufacturers   of  bulk  CO2  systems.   Should   either   manufacturer   cease
manufacturing  bulk CO2  systems,  we would be  required  to  locate  additional
suppliers. We may be unable to locate alternate manufacturers on a timely basis.
A delay in the supply of bulk CO2 systems  could cause  potential  customers  to
delay their  decision to purchase  our services or to choose not to purchase our
services,  which would result in delays in or loss of  revenues.  In such event,
our business,  financial  condition and results of operations and our ability to
service our indebtedness would be affected.

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

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

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

WE MUST KEEP PACE WITH TECHNOLOGICAL CHANGES TO REMAIN COMPETITIVE.

Our success  depends in part on our ability to obtain new bulk CO2  customers by
converting existing users of high pressure CO2 cylinders to bulk CO2 systems and
to keep pace with  continuing  changes in  technology  and consumer  preferences

                                                                          Page 6





while  remaining  price  competitive.   Our  failure  to  develop  technological
improvements or to adapt our products and services to technological  change on a
timely basis could, over time, seriously harm our business,  financial condition
and results of operations and our ability to service our indebtedness.

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

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

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

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

OUR OPERATING RESULTS MAY FLUCTUATE DUE TO SEASONALITY.

Approximately  9% of our bulk CO2 customers are billed  utilizing a "rental plus
per pound" program and approximately 13% of our bulk CO2 customers own their own
bulk CO2 systems and are billed by the pound for all CO2  delivered.  We believe
that, on a relative  basis,  customers  purchasing bulk CO2 by the pound tend to
consume less CO2 in the winter  months and our sales to such  customers  will be
correspondingly  lower in times  of cold or  inclement  weather.  We  cannot  be
certain, however, that such seasonal trends will continue.  Consequently, we are
unable to predict revenues for any future quarter with any significant degree of
accuracy.

                                                                          Page 7





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

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

OUR OPERATING RESULTS ARE AFFECTED BY RISING INTEREST RATES.

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

OUR INSURANCE POLICIES MAY NOT COVER ALL OPERATING RISKS.

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

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION.

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

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

Executive  officers,  directors and entities  affiliated with them  beneficially
own,  in the  aggregate,  approximately  35% of our  outstanding  common  shares
(including  common shares  issuable upon conversion of preferred  stock).  These
shareholders,  if acting together,  would be able to significantly influence all
matters  requiring  approval  by our  shareholders,  including  the  election of
directors  and the  approval  of  significant  corporate  transactions,  such as
mergers  or other  business  combination  transactions.  This  concentration  of

                                                                          Page 8





ownership may also have the effect of delaying or preventing an  acquisition  or
change in control of our company,  which could have a material adverse effect on
our common share price.

OUR PREFERRED STOCK AND PROVISIONS OF OUR CHARTER AND FLORIDA LAW MAY PREVENT OR
DELAY AN ACQUISITION OF OUR COMPANY.

Our common shares are subordinate to all outstanding  classes of preferred stock
in the payment of  dividends  and other  distributions  on our stock,  including
distributions  upon liquidation or dissolution of NuCo2. We have outstanding two
series of preferred  stock,  the Series A 8%  Cumulative  Convertible  Preferred
Stock and the Series B 8% Cumulative  Convertible  Preferred Stock. Our board of
directors  has the authority to issue up to an  additional  4,992,500  shares of
preferred  stock.  If we designate or issue other series of preferred  stock, it
will  create  additional  securities  that will have  dividend  and  liquidation
preferences over the common shares. If we issue  convertible  preferred stock, a
subsequent conversion may dilute the current shareholders' interest. Without any
further vote or action on the part of the  shareholders,  our board of directors
will have the authority to determine the price, rights, preferences,  privileges
and  restrictions  of the  preferred  stock.  Although the issuance of preferred
stock will provide us with flexibility in connection with possible  acquisitions
and other corporate  purposes,  the issuance of preferred stock may make it more
difficult  for a third  party to acquire a majority  of our  outstanding  voting
stock.

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

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

FUTURE SALES OF SHARES COULD AFFECT OUR STOCK PRICE.

If our  shareholders  sell substantial  amounts of our common shares,  including
shares  issued upon  exercise of  outstanding  options and  warrants  and shares
issued upon  conversion of preferred  stock,  in the public  market,  the market
price of our  common  shares  could  fall.  These  sales also might make it more
difficult for us to sell equity or equity-related  securities in the future at a
time and price that we deem appropriate.  We have outstanding  options under our
1995 Stock Option  Plan,  Directors'  Stock  Option Plan and options  granted to

                                                                          Page 9





Directors  to purchase an aggregate  of  1,277,868  common  shares at an average
exercise  price of $11.32 per share and  outstanding  warrants  to  purchase  an
aggregate of 1,438,272  common shares at an average exercise price of $10.00 per
share.  In addition,  we also have  outstanding  Series A and Series B preferred
stock that is  convertible  at $9.47 and $13.20  per share,  respectively,  into
616,595 and 197,045 common shares, respectively.

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

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

                                                                         Page 10





                       WHERE YOU CAN FIND MORE INFORMATION

We have filed a  registration  statement on Form S-8 with the SEC for our common
shares  offered in this  offering.  This  prospectus  does not  contain  all the
information  set forth in the  registration  statement.  You should refer to the
registration statement and its exhibits for additional information.  Whenever we
make references in this prospectus to any of our contracts,  agreements or other
documents,  the references are not necessarily  complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.

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

The SEC  maintains  an  Internet  site  at  http://www.sec.gov,  which  contains
reports, proxy and information  statements,  and other information regarding us.
You may  also  read and copy any  document  we file  with the SEC at its  Public
Reference Room, 450 Fifth Street, N.W., Washington,  D.C. 20549. Please call the
SEC at  1-800-SEC-0330  for further  information  on the operation of the Public
Reference Room.

Our common shares are listed on The Nasdaq  National Market and such reports and
other  information  may also be  inspected  at the  offices  of Nasdaq at 1735 K
Street,  N.W.,  Washington,  DC 20006-1500.  Additional  information about us is
available over the Internet at our web site at http://www.nuco2.com.


                           INCORPORATION BY REFERENCE

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

(1)      Our Annual Report on Form 10-K for the fiscal year ended June 30, 2001;

(2)      Our Current Report on Form 8-K dated August 7, 2001;

(3)      Our  Quarterly  Report  on Form  10-Q  for  the  fiscal  quarter  ended
         September 30, 2001;

                                                                         Page 11





(4)      Our Quarterly Report on Form 10-Q for the fiscal quarter ended December
         31, 2001;

(5)      Our  Quarterly  Report on Form 10-Q for the fiscal  quarter ended March
         31, 2002; and

(6)      The  description  of our common  shares  contained in our  Registration
         Statement on Form 8-A dated December 11, 1995.

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

                                   NuCo2 Inc.
                              2800 SE Market Place
                              Stuart, Florida 34997
                           Attention: General Counsel
                                 (772) 221-1754


                                                                         Page 12





                                   THE COMPANY

NuCo2 Inc. is a pioneer in the use of, and the  nation's  leading  supplier  of,
bulk CO2 systems for carbonating  and dispensing  fountain  beverages.  Bulk CO2
involves  use of a  cryogenic  vessel  delivered  to a  customer's  site,  which
preserves CO2 in its liquid form and then converts the liquid product to gaseous
CO2, the necessary ingredient for beverage carbonation. This is a relatively new
technology with clear  advantages over high pressure CO2, such as consistent and
improved beverage quality,  increased product yields,  reduced employee handling
and storage  requirements,  greater  productivity,  elimination  of downtime and
product waste as well as enhanced safety. NuCo2 is the first and only company to
operate a national  network  with 99 service  locations  in 45 states  servicing
approximately  70,000 customers,  principally  users of bulk CO2 systems.  Among
NuCo2's  customers are many of the major  national and regional  restaurant  and
convenience  store chains,  movie theater  operators,  theme parks,  resorts and
sports venues.

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

Our principal  executive  offices are located at 2800 SE Market  Place,  Stuart,
Florida 34997. Our telephone number is (772) 221-1754.

We have been a public company since December 1995.

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

                                                                         Page 13





                                 USE OF PROCEEDS

This   prospectus   relates  to  the  reoffer  and  resale  by  certain  selling
shareholders  identified in this  prospectus of common shares that may be issued
by us to the selling  shareholders  upon the exercise of stock  options  granted
under our 1995 Stock  Option  Plan,  Directors'  Stock  Option  Plan and options
granted to Directors. See "Selling Shareholders." All net proceeds from the sale
of common shares will go to the shareholders who offer and sell their shares. We
will not receive any part of the  proceeds  from such sales.  We will,  however,
receive the exercise price of the options at the time of their exercise.  If all
of the  options  are  exercised,  we will  realize  proceeds  in the  amount  of
$391,000.  Such proceeds will be contributed to working capital and will be used
for general corporate purposes.

                              SELLING SHAREHOLDERS

This  prospectus  relates to the reoffer and resale of common  shares  issued or
that may be issued to the selling shareholders under our 1995 Stock Option Plan,
Directors' Stock Option Plan and options granted to Directors.

The  following  table sets forth (i) the  number of common  shares  beneficially
owned by each selling  shareholder  at May 24,  2002,  (ii) the number of common
shares to be offered for resale by each  selling  shareholder  (i.e.,  the total
number of common  shares  underlying  options held by each  selling  shareholder
irrespective  of whether such options are presently  exercisable  or exercisable
within 60 days of May 24,  2002) and (iii) the number and  percentage  of common
shares to be held by each selling  shareholder after completion of the offering,
assuming  that all shares  that may be offered  for resale are sold and no other
shares beneficially owned by the selling shareholders are also sold.

------------------------------------------------------------------------------------------------------------------
                                                                                                 Number of
                                                                                                  Common
                                                                                             Shares/Percentage
                                           Number of                                          of Class to be
                                         Common Shares                 Number of               Owned After
                                      Owned Prior to the           Common Shares to          Completion of the
         Name                           Offering (1)                be Offered (2)             Offering (1)
------------------------------------------------------------------------------------------------------------------

Craig L. Burr, Director                  339,100 (3)                   10,000                     329,100/3.7%
Robert L. Frome, Director                179,972 (4)                   10,000                     163,972/1.9%
Daniel Raynor, Director                  310,970 (5)                   10,000                     298,970/3.4%
Richard D. Waters, Jr., Director       1,275,637 (6)                   10,000                    1,275,637/12.5%
John E. Wilson, Director                   6,000 (7)                   10,000                          0/-


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

                                                                         Page 14



         investment power with respect to all common shares  beneficially  owned
         by them.
(2)      Consists of common  shares  issuable  upon the exercise of options both
         currently and not currently exercisable.
(3)      Includes  52,300  shares owned by Mr. Burr's minor sons with respect to
         which Mr. Burr disclaims beneficial  ownership,  83,750 shares owned by
         The  William  P. Egan  1985  Children's  Trust of which  Mr.  Burr is a
         trustee but disclaims  beneficial  ownership and 62,050 shares owned by
         The  William  P. Egan  1986  Children's  Trust of which  Mr.  Burr is a
         trustee  but  disclaims  beneficial  ownership.  Mr.  Burr is neither a
         trustee  nor claims any  beneficial  ownership  in shares  owned by The
         Craig L.  Burr 1986  Children's  Trust.  Also  includes  10,000  shares
         issuable upon exercise of stock options.
(4)      Includes  10,000 shares owned by Frome & Co., a limited  partnership of
         which Mr.  Frome is the  general  partner,  6,000  shares  owned by Mr.
         Frome's  minor  daughter  with  respect  to which Mr.  Frome  disclaims
         beneficial  ownership,  5,550 shares owned by Mr.  Frome's  spouse with
         respect to which Mr. Frome  disclaims  beneficial  ownership and 16,000
         shares issuable upon exercise of stock options.
(5)      Includes   37,744  shares  owned  by  The  Argentum  Group,  a  general
         partnership of which Mr. Raynor is the president of a general  partner,
         256,226  shares  owned by Argentum  Capital  Partners,  L.P., a limited
         partnership of which Mr. Raynor is chairman of the general partner, and
         12,000 shares issuable upon exercise of stock options.
(6)      Represents  651,042  shares  issuable  upon  exercise  of common  stock
         purchase  warrants and 616,595 shares issuable upon conversion of 5,000
         shares  of  Series A  Preferred  Stock  owned by J.P.  Morgan  Partners
         (BHCA),  L.P.  ("JPM BHCA") and 8,000 shares  issuable upon exercise of
         stock options held by Mr.  Waters.  Mr. Waters is a limited  partner of
         JPMP Master Fund  Manager,  L.P. ("MF  Manager"),  which is the general
         partner  of JPM  BHCA.  A  portion  of these  securities  may be deemed
         attributable  to Mr.  Waters  because  he is a  limited  partner  of MF
         Manager,  the general  partner of JPM BHCA. The actual pro rata portion
         of the  Company's  securities  that may be deemed  attributable  to Mr.
         Waters is not  readily  determinable  because  it is subject to several
         variables,  including  the  internal  rate of  return  and  vesting  of
         interests  within  JPM  BHCA  and  MF  Manager.  Mr.  Waters  disclaims
         beneficial ownership to the extent it exceeds his pecuniary interest in
         MF Manager.
(7)      Represents 6,000 shares issuable upon exercise of stock options.

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

The shares  covered by this  prospectus may be sold from time to time so long as
this  prospectus  remains  in  effect;  provided,   however,  that  the  selling
shareholders  are first  required to contact our Corporate  Secretary to confirm
that this  prospectus  is in effect.  We intend to  distribute  to each  selling
shareholder a letter describing the procedures that the selling  shareholder may
follow  in order to use  this  prospectus  to sell the  shares  and  under  what
conditions this prospectus may be used. The selling  shareholders expect to sell

                                                                         Page 15





the shares at prices then  attainable,  less ordinary  brokers'  commission  and
dealers' discounts as applicable.

                              PLAN OF DISTRIBUTION

This offering is self-underwritten. Neither we nor the selling shareholders have
employed  an  underwriter   for  the  sale  of  common  shares  by  the  selling
shareholders.  We will bear all expenses in connection  with the  preparation of
this prospectus. The selling shareholders will bear all expenses associates with
the sale of the common shares.

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

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

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

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

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

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

                                                                         Page 16





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

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

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

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

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

                                  LEGAL MATTERS

The validity of the common shares offered hereby have been passed upon by Olshan
Grundman  Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York,  New York
10022.  Certain  members of such firm own our common shares.  Robert L. Frome, a
member of such firm, is one of our directors.

                                                                         Page 17





                                     EXPERTS

The  consolidated  financial  statements  of  NuCo2  Inc.  incorporated  in this
prospectus  by reference  to our Annual  Report on Form 10-K for the fiscal year
ended  June 30,  2001 have been so  incorporated  in  reliance  on the report of
Margolin, Winer & Evens LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.

                              ABOUT THIS PROSPECTUS

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

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

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


                                                                         Page 18





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

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

(a)      Annual  Report of the  Company on Form 10-K for the  fiscal  year ended
         June 30, 2001;

(b)      Current Report of the Company on Form 8-K dated August 7, 2001;

(c)      Quarterly  Report of the  Company on Form 10-Q for the  fiscal  quarter
         ended September 30, 2001;

(d)      Quarterly  Report of the  Company on Form 10-Q for the  fiscal  quarter
         ended December 31, 2001;

(e)      Quarterly  Report of the  Company on Form 10-Q for the  fiscal  quarter
         ended March 31, 2002; and,

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

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

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

The validity of the Common Shares  offered  hereby have been passed upon for the
Company by Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue,  New
York, New York 10022. Certain members of such firm own our Common Shares. Robert
L. Frome, a member of such firm, is a director of the Company.


                                                                            II-1





Item 6. Indemnification of Directors and Officers.

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

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

The  Company has  obtained a  directors'  and  officers'  insurance  and company
reimbursement policy in the amount of $10,000,000.  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 reads as follows:

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,

                                                                            II-2





         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:

         (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

                                                                            II-3




         (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.

(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,

                                                                            II-4





         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

                                                                            II-5





                  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;

         (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.

     4.1    1995 Stock Option Plan.

     4.2    Directors' Stock Option Plan.

     5      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

                                                                            II-6





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

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

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

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

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

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

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

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

e.       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,

                                                                            II-7




         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                                                            II-8





                                   SIGNATURES

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 May,
2002.


                      NuCo2 Inc.
                      ---------------------------------------------
                      (Registrant)

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

                                   Chairman of the Board and
/s/ Michael E. DeDomenico          Chief Executive Officer                May 24, 2002
-------------------------          (Principal Executive Officer)
(Michael E. DeDomenico)

                                   Chief Financial Officer
/s/ Gregg F. Stewart               (Principal Financial Officer           May 24, 2002
------------------------           and Principal Accounting Officer)
(Gregg F. Stewart)

/s/ Craig L. Burr                  Director                               May 24, 2002
------------------------
(Craig L. Burr)

                                                                            II-9





/s/ Robert L. Frome                Director                               May 24, 2002
-----------------------
(Robert L. Frome)

/s/ Daniel Raynor                  Director                               May 24, 2002
-----------------------
(Daniel Raynor)

/s/ John L. Walsh                  Director                               May 24, 2002
----------------------
(John L. Walsh)

/s/ Richard D. Waters, Jr.         Director                               May 24, 2002
--------------------------
(Richard D. Waters, Jr.)

                                   Director
--------------------------
(John E. Wilson)


Exhibit Index
-------------

     4.1    1995 Stock Option Plan.

     4.2    Directors' Stock Option Plan.

     5      Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

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

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

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


                                                                           II-10