SecProbe.io

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March 3, 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: 	NuCO2 Inc.
Amendment No. 1 to Form S-3, filed March 1, 2005
	File No. 333-122226

Dear Mr. Wechsler:

      We have reviewed your filing and have the following
comments.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Selling Shareholders, page 15

1. Please state in your prospectus whether any of the selling
security holders is a broker-dealer or an affiliate of a broker-
dealer or confirm to us supplementally that no selling security
holder is a broker-dealer or an affiliate of a broker-dealer.  We
may
have additional comments upon review of your response.

2. For a beneficial owner that is not a natural person, indicate
by
footnote or otherwise whether the beneficial owner is a reporting
company under the Exchange Act, a majority owned subsidiary of a
reporting company under the Exchange Act, or a registered
investment
fund under the 1940 Act.

3. For a beneficial owner that is not a natural person and not a
reporting company under the Exchange Act, a majority owned
subsidiary
of a reporting company under the Exchange Act, or a registered
investment fund under the 1940 Act, you must identify by footnote
or
otherwise the natural person or persons having sole or shared
voting
and investment control over the securities held by the beneficial
owner.  Refer to telephone interpretation 4S. in the Regulation S-
K
section of the March 1999 supplement to our "Manual of Publicly
Available Telephone Interpretations" that is available on the
Commission`s website at http://www.sec.gov, and revise or advise.

4. Please disclose how each selling security holder acquired the
securities to be sold.

Plan of Distribution, page 17

5. We restate the last sentence of prior comment number 1 to
revise
your disclosure to clarify that you will file a post-effective
amendment to disclose any other underwriters.

      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 and the declaration of
effectiveness 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 212/451-2222)
	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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