NUCO2 INC /FL
8-K, 1996-07-03
CHEMICALS & ALLIED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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): July 2, 1996
                                                  ------------

                                   NuCo2 Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Florida                         0-27378                   65-0180800
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission               (IRS Employer
   of incorporation)                File Number)           Identification No.)
                                                        
                  2820 S.E. Market Place, Stuart, Florida 34997
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code: (407) 221-1754
                                                    --------------


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

<PAGE>
         ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On July 2, 1996,  the Audit  Committee of the Board of Directors of the
Registrant  dismissed  KPMG Peat  Marwick LLP ("Peat  Marwick")  as  independent
accountants to the Registrant and appointed  Cooper,  Selvin & Strassberg LLP as
the new independent  accountants to the Registrant.  Peat Marwick's accountant's
report on the financial  statements of the  Registrant for the fiscal year ended
June 30,  1995 (the period for which Peat  Marwick  was  engaged as  independent
accountants)  did not contain any adverse  opinion or  disclaimer of opinion and
was not  qualified or modified as to  uncertainty,  audit scope,  or  accounting
principles.  There were no other reportable  events or  disagreements  with Peat
Marwick to report in response to Item 304(a) of Regulation S-K, ss. 229.304(a).

         ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         Exhibit 16 - Letter,  dated July 2, 1996 from KPMG Peat  Marwick LLP to
the Securities and Exchange Commission.


                                       -2-

<PAGE>
                                    SIGNATURE


         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.


                                  NUCO2 INC.



Dated: July 3, 1996               By:/s/ Joseph M. Criscuolo
                                     -----------------------
                                     Joseph M. Criscuolo,
                                     President


                                       -3-

KPMG PEAT MARWICK LLP

110 East Broward Boulevard    Telephone 305 524 8000   Telefax 305 462 4836
Fort Lauderdale, FL  33301





Securities and Exchange Commission
Washington, DC 20549
July 2, 1996


Ladies and Gentlemen:

We were previously  principal  accountants for NuCo2 Inc. and, under the date of
October 6, 1995, we reported on the financial statements of NuCo2 Inc. as of and
for the year ended June 30, 1995. On July 2, 1996 our  appointment  as principal
accountants was terminated.  We have read NuCo2 Inc.'s statements included under
Item 4 of its Form 8-K dated July 2, 1996, and we agree with such statements.


Very truly yours,



/s/ KPMG PEAT MARWICK LLP
- -------------------------





Member Firm of                               South Florida Business Unit
Klynveld Peat Marwick Goerdeler      Miami   Fort Lauderdale   West Palm Beach


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