BYLAWS

                                       OF

                                   NUCO2 INC.

                             (a Florida corporation)

                                   -----------

                                    ARTICLE I

                                  SHAREHOLDERS

            1. SHARE CERTIFICATES.  Certificates evidencing fully-paid shares of
the  corporation  shall set forth thereon the  statements  prescribed by Section
607.0625 of the Florida Business  Corporation Act ("Business  Corporation  Act")
and by any other applicable provision of law, must be signed, either manually or
in facsimile, by any one of the following officers: the Chief Executive Officer,
the President,  a Vice President,  the Secretary,  an Assistant  Secretary,  the
Treasurer,  an Assistant Treasurer, or by any officer designated by the Board of
Directors,  and may bear the corporate seal or its facsimile.  If the person who
signed,  either  manually or in facsimile,  a share  certificate no longer holds
office when the certificate is issued, the certificate is nevertheless valid.

            2. FRACTIONAL  SHARES OR SCRIP. The corporation may: issue fractions
of a share  or pay in money  the  fair  value  of  fractions  of a  share;  make
arrangements,  or provide reasonable opportunity,  for any person entitled to or
holding a fractional  interest in a share to sell such fractional interest or to
purchase such additional  fractional  interests as may be necessary to acquire a
full share;  and issue scrip in  registered  or bearer form,  over the manual or
facsimile signature of an officer of the corporation or its agent, entitling the
holder to receive a full share upon  surrendering  enough  scrip to equal a full
share. Each certificate representing scrip must be conspicuously labeled "scrip"
and must contain the information required by of Section 607.0625 of the Business
Corporation  Act. The holder of a  fractional  share is entitled to exercise the
rights of a shareholder,  including the right to vote, to receive dividends, and
to participate in the assets of the corporation upon liquidation.  The holder of
scrip is not entitled to any of these rights unless the scrip provides for them.
The Board of  Directors  may  authorize  the  issuance  of scrip  subject to any
condition considered desirable, including (a) that the scrip will become void if
not exchanged for full shares before a specified  date;  and (b) that the shares
for which the scrip is  exchangeable  may be sold and the  proceeds  paid to the
scripholders.

            3. SHARE TRANSFERS.  Upon compliance with any provisions restricting
the  transferability  of  shares  that  may be set  forth  in  the  articles  of
incorporation,  these  Bylaws,  or any  written  agreement  in respect  thereof,
transfers  of shares of the  corporation  shall be made only on the books of the
corporation  by the  registered  holder  thereof,  or by his attorney  thereunto
authorized  by power of attorney  duly  executed and filed with the Secretary of








the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon,  if any. Except as may be otherwise  provided by law or these
Bylaws,  the person in whose name shares  stand on the books of the  corporation
shall be deemed the owner  thereof for all purposes as regards the  corporation;
provided  that  whenever  any  transfer of shares  shall be made for  collateral
security,  and not  absolutely,  such  fact,  if known to the  Secretary  of the
corporation, shall be so expressed in the entry of transfer.

            4. RECORD  DATE FOR  SHAREHOLDERS.  For the  purpose of  determining
shareholders entitled to notice of or to vote at any meeting of shareholders, to
demand a special meeting,  or to take any other action,  the Board of Directors,
of the corporation may fix a date as the record date for any such  determination
of  shareholders,  such date in any case to be not more than seventy days before
the  meeting  or  action  requiring  such   determination  of  shareholders.   A
determination   of  shareholders   entitled  to  notice  of  or  to  vote  at  a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors  fixes a new record date,  which it must do if the meeting is
adjourned  to a date more than one hundred  twenty days after the date fixed for
the original meeting.

            5. MEANING OF CERTAIN TERMS.  As used herein in respect of the right
to notice of a meeting of  shareholders or a waiver thereof or to participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be, the term  "share" or "shares" or  "shareholder"  or  "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares,  and said reference is also intended to include any outstanding share or
shares and any holder or  holders of record of  outstanding  shares of any class
upon which or upon whom the articles of  incorporation  confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business  Corporation Act confers such rights  notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.

            6. SHAREHOLDER MEETINGS.

            - TIME. The annual meeting shall be held on the date fixed from time
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors  except when the Business  Corporation Act confers
the right to call a special meeting upon the shareholders.

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