EXHIBIT 10.15

                                 AMENDMENT NO. 1

                  AMENDMENT NO. 1 dated as of November 14, 1997, between:

                  NUCO2 INC., a corporation  duly organized and validly existing
         under the laws of the State of Florida (the "COMPANY");

                  each of the Initial Holders,  including the Additional Initial
         Holder  (as  defined  below),  appearing  under  the  caption  "INITIAL
         HOLDERS" on the signature pages hereto (each, an "INITIAL HOLDER",  and
         collectively, the "INITIAL Holders").

                  WHEREAS,  the Company and the Initial  Holders (other than the
Additional  Initial Holder) are party to a Warrant Agreement dated as of October
31, 1997 (as  heretofore  modified  and  supplemented  and in effect on the date
hereof, the "WARRANT AGREEMENT");

                  WHEREAS, pursuant to the Warrant Agreement, in connection with
the issuance by the Company of up to $25,000,000  aggregate  principal amount of
Senior  Subordinated  Notes  (the  "OLD  NOTES")  and as an  inducement  for the
purchase by the Initial Holders (other than the Additional Initial Holder) of up
to such $25,000  aggregate  principal  amount of the Notes,  the Company  issued
Warrants  to the Initial  Holders  (other than the  Additional  Initial  Holder)
providing for the purchase of shares of Common Stock of the Company;

                  WHEREAS,  in connection with the issuance by the Company of an
additional  $5,000,000  aggregate  principal amount of Senior Subordinated Notes
(the  "ADDITIONAL  NOTE",  and  together  with the Old Notes,  the  "NOTES")  to
PaineWebber High Income Fund, a series of PaineWebber  Managed Investments Trust
(the  "ADDITIONAL  INITIAL HOLDER") and as an inducement for the purchase by the
Additional Initial Holder of such $5,000,000  aggregate  principal amount of the
Additional  Note,  the Company  has agreed to issue a Warrant to the  Additional
Initial  Holder  providing  for the  purchase  of shares of Common  Stock of the
Company;


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                  WHEREAS,  the  Additional  Initial Holder desires to become an
Initial  Holder party to the Warrant  Agreement  and to purchase the  Additional
Note  from the  Company,  and the  Company  desires  to issue to the  Additional
Initial  Holder,  a Warrant  having  the same terms as the  Warrants  heretofore
issued by the Company under the Warrant  Agreement.  The Company and the Initial
Holders  (including  the  Additional  Initial  Holder) wish to amend the Warrant
Agreement to add the Additional  Initial Holder as an Initial Holder  thereunder
and to provide  for the  issuance of such  additional  Warrant and to make other
modifications to the Warrant Agreement.  Accordingly,  the parties hereto hereby
agree as follows:

                  Section 1.  DEFINITIONS.  Except as otherwise  defined in this
Amendment  No. 1, terms  defined in the  Warrant  Agreement  are used  herein as
defined therein.

                  Section  2.  AMENDMENTS.  Subject to the  satisfaction  of the
conditions  precedent specified in Section 4 below, but effective as of the date
hereof, the Warrant Agreement shall be amended as follows:

                  A.  References  in the Warrant  Agreement to "this  Agreement"
(and indirect  references such as "hereunder,  "hereby",  "herein" and "hereof")
shall be deemed to be references to the Warrant Agreement as amended hereby.

                  B. A new  Section  2.07 is added to the Warrant  Agreement  to
read as follows:

                  "SECTION 2.07 ISSUANCE OF ADDITIONAL  WARRANT.  (a) Subject to
and upon the conditions set forth in this Agreement,  the Company shall issue to
PaineWebber High Income Fund, a series of PaineWebber  Managed Investments Trust
(the  "Additional  Initial  Holder"),  on  November  14,  1997  and  for no cash
consideration,  a  Warrant  (the  "ADDITIONAL  WARRANT")  in the form of Annex I
covering such number of Stock Units as is equal to the  percentage of the issued
and  outstanding  shares of Common Stock on a fully diluted basis on the date of
issuance of the  Additional  warrant as is  specified  opposite  the name of the
Additional  Initial Holder on the signature page(s) hereto. The number of shares
of Common Stock  comprising  each Stock unit covered by the  Additional  Warrant
issued under this Agreement shall be subject to


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adjustment as provided in SECTIONS 6 and 7 hereof.  The Additional Warrant shall
constitute  a Warrant,  and the  Additional  Initial  Holder shall be an Initial
Holder,  for all purposes of this  Agreement.  On November 14, 1997, the Company
shall deliver to the  Additional  Initial  Holder a single  certificate  for the
Warrant to be acquired by such Additional  Initial Holder hereunder,  registered
in the name of such Additional Initial Holder.

                  C.  Section  12.01(b) of the Warrant  Agreement  is amended to
insert a new sentence at the end thereof to read as follows:

         "Notwithstanding  the foregoing,  if any Initial Holder  (including the
         Additional  Initial Holder) who holds at least $5,000,000 of Notes (the
         "$5  MILLION  NOTE  HOLDER")  requests  a Demand  Registration  and the
         Majority Holders do not want to consummate a Demand Registration,  then
         upon receipt of a Demand  Notice from the $5 Million  Note Holder,  the
         Company shall effect a Demand  Registration for such Warrants or shares
         of Warrant  Stock held by such $5 Million  Note  Holder (a "$5  MILLION
         NOTE HOLDER DEMAND REGISTRATION");  PROVIDED,  HOWEVER, each $5 Million
         Note Holder may  exercise its right to request a $5 Million Note Holder
         Demand   Registration   pursuant   to   this   sentence   only   once."
         Notwithstanding the foregoing,  no right to a Demand Registration shall
         be deemed to have been  exercised or forfeited  and such Demand  Notice
         for a $5 Million Note Holder Demand  Registration  shall not operate to
         reduce  the  Company's  obligation  to  effect  a  Demand  Registration
         pursuant to a Demand Notice on two occasions.  In addition, the Company
         shall  comply with  Section  12.01(b)  for each $5 Million  Note Holder
         Demand Registration.

                  Section 3.  REPRESENTATIONS AND WARRANTIES.

                  (a) The Company represents and warrants to the Initial Holders
that the  representations  and  warranties set forth in Section 3 of the Warrant
Agreement  are true and  complete on the date hereof as if made on and as of the
date hereof and as if each  reference in said Section 3 to "this  Agreement" (or
words of similar  import)  referred to the Warrant  Agreement as amended by this
Amendment No. 1.


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                  (b) The Additional  Initial  Holder  represents to the Company
that the  representations set forth in Section 2.03 of the warrant Agreement are
true and complete with respect to the  Additional  Initial Holder on the date of
issuance  of the  Additional  Warrant as if made on and as of such date and each
reference in said Section 2.03 to "this  Agreement (or words of similar  import)
referred to the Warrant Agreement as by this Amendment No. 1.

                  Section 4.  CONDITIONS  PRECEDENT.  As  provided  in Section 2
above, the amendments to the Warrant Agreement set forth in said Section 2 shall
become effective,  as of the date hereof, upon the execution and delivery of one
or more counterparts of this Amendment No. 1 by each of the parties hereto.

                  Section  5.  MISCELLANEOUS.  Except  as herein  provided,  the
warrant  Agreement  shall remain  unchanged  and in full force and effect.  This
Amendment  No. 1 may be  executed  in any number of  counterparts,  all of which
taken together shall  constitute one and the same amendatory  instrument and any
of the  parties  hereto may  execute  this  Amendment  No. 1 by signing any such
counterpart.  This  Amendment  No. 1 shall be  governed  by,  and  construed  in
accordance with, the law of the State of New York.




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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered as of the day and year first above written.


                                        COMPANY

                                        NUCO2 INC.



                                        By: /S/ JOANN SABATINO
                                            ----------------------
                                            Title: CFO





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                                        INITIAL HOLDERS


                                        CHASE EQUITY ASSOCIATES L.P.

                                        By Chase Capital Partners,
                                           its general partner



                                        By: /S/ RICHARD D. WATERS
                                            -------------------------
                                            Title:  General Partner



                                        ORIX USA CORPORATION



                                        By:/S/ FRANKLIN CLARKE
                                           ----------------------
                                           Title: Vice President


                                        EMPIRE INSURANCE COMPANY, as
                                        executed on their behalf by their
                                        Investment Manager, Cohanzick
                                        Management, L.L.C.



                                        By: /S/DAVID SHERMAN
                                            --------------------
                                            Title: President


                                        DK ACQUISITION PARTNERS, L.P.

                                            By M.H. Davidson & Co.
                                                its general partner



                                        By:/S/ THOMAS L. KEMPNER
                                           ------------------------
                                           Title: General Partner


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<PAGE>

                                        NATIONSBANC MONTOGOMERY SECURITIES,
                                        INC.



                                        By: /S/ ROBERT D. LONG
                                            ----------------------
                                            Title: Managing Director




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PERCENTAGE

1.17%                               PAINEWEBBER HIGH INCOME FUND, a series
                                    of PaineWebber Managed Investments Trust


                                         By:/S/ PAUL SCHUBERT
                                            --------------------
                                            Title: Vice President and
                                               Treasurer

                                         Address for Notices:

                                         PAINEWEBBER HIGH INCOME FUND, a
                                         series of PaineWebber Managed
                                         Investments Trust

                                         c/o Mitchell Hutchins Asset
                                              Management Inc.
                                         1285 Avenue of the Americas
                                         New York, New York 10019
                                         Attention: Ms. Jenny A. Hutchinson

                                         Fax No.:  (212) 586-8982
                                         Telephone No.:  (212) 713-6047




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