UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2008

NuCO 2 Inc.
(Exact name of registrant as specified in its charter)
     
Florida
0-27378
65-0180800
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
2800 S.E. Market Place, Stuart, Florida
34997
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (772) 221-1754

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02.         Results of Operations and Financial Condition.

On February 5, 2008, NuCO 2 Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results for the second fiscal quarter and first half ended December 31, 2007 and other financial information.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
ITEM 7.01.            Regulation FD Disclosure.

On February 5, 2008, the Company issued a press release announcing its financial results for the second fiscal quarter and first half ended December 31, 2007 and other financial information.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
 
ITEM 9.01.            Financial Statements and Exhibits.

(c)           Exhibits.
 
Exhibit No.                                             Description
 
99.1                                Press Release dated February 5, 2008.
 

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
   
NUCO 2 INC.
     
     
Date:  February 5, 2008
 
By:
/s/ Eric M. Wechsler
     
Eric M. Wechsler,
     
General Counsel

 
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