SecProbe.io

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February 14, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (772) 221-1690

Eric M. Wechsler, Esq.
General Counsel
NUCO (2) Inc.
2800 S.E. Market Place
Miami, Florida 34997

      Re: 	NUCO (2) Inc.
Form S-3, filed January 21, 2005
	File No. 333-122226

Dear Mr. Wechsler:

      This is to advise you that we reviewed only those portions
of
the above filings that relate to the plan of distribution and the
filing of indenture Form T-1.  We have the following comments in
that
regard.  No further review of the filing has been or will be made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required pursuant to the Securities Act of 1933
has
been included.  You are also reminded to consider applicable
requirements regarding distribution of the preliminary prospectus.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Plan of Distribution, page 19

1. We note your statement on page 19 that you will name any
underwriter or agent in a prospectus supplement.  Please note that
Rule 415(a)(4) requires that in an "at the market" equity
offering,
the underwriter must be named in a prospectus that is "part of the
registration statement."  If the registration statement becomes
effective without naming the underwriter, please confirm
supplementally that a post-effective amendment will be filed for
this
purpose.  Please revise page 19 accordingly.

Exhibits

2. On page five, you state that the form of indenture has been
filed
as an exhibit to the registration statement, but your list of
exhibits indicates that it will be filed by amendment.  Please
note
that the Trust Indenture Act of 1939 does not permit the
qualification of an indenture after effectiveness of the
registration
statement and that we will accordingly review the indenture when
it
is filed and may have comments on it or on related disclosure in
the
prospectus.  Similarly, we will review the Statement of
Eligibility
of Trustee on Form T-1 when it is filed and may have comments on
it
or on related disclosure in the prospectus.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Matt Franker, Staff Attorney, at (202) 824-
5495
or me at (202) 942-2864 with any questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc: 	Ken Silverman, Esq. (via facsimile 212/451-2327)
	Olshan Grundman Frome Rosenzweig & Wolosky LLP
	65 East 55th Street
	New York, New York 10022
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Eric M. Wechsler
NUCO (2) Inc.
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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