EXHIBIT 3.3

                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                                   NUCO2 INC.



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To the Department of State
State of Florida

Pursuant  to  the  provisions  of  Section  607.1006  of  the  Florida  Business
Corporation  Act, the corporation  hereinafter  named (the  "Corporation")  does
hereby adopt the following Articles of Amendment.

1.          The name of the Corporation is NuCo2 Inc.

2.          Article III of the Articles of  Incorporation  of the Corporation is
            amended so as henceforth to read as follows:

                                   ARTICLE III
                                   -----------

            The aggregate number of shares of all classes of capital stock which
this  Corporation   shall  have  authority  to  issue  is  Thirty  Five  Million
(35,000,000),  consisting of (i) Thirty  Million  (30,000,000)  shares of common
stock,  par value $0.001 per share (the "Common  Stock"),  and (ii) Five Million
(5,000,000) shares of preferred stock, without par value but with a stated value
of $1,000 per share (the "Preferred Stock").

            A.          COMMON STOCK.
                        -------------

            Section  1.  VOTING.  Except  as  otherwise  required  by  law or as
otherwise provided in any Preferred Stock designation  including  paragraph B of
this  Article  III below,  the  holders of the Common  Stock  shall  exclusively
possess all voting power and each share of Common Stock shall have one vote.
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            Section 2. DIVIDENDS.  The holders of Common Stock shall be entitled
to receive dividends,  when, as and if declared by the Board of Directors out of
funds  legally  available  for such  purpose  and  subject  to any  preferential
dividend rights of any then outstanding Preferred Stock.

            Section 3. LIQUIDATION,  DISSOLUTION, WINDING UP. After distribution
in full of the  preferential  amount,  if any  (fixed  in  accordance  with  the
provisions of paragraph B of this Article III), to be distributed to the holders
of  Preferred  Stock  in the  event of  voluntary  or  involuntary  liquidation,
distribution or sale of assets,  dissolution or winding-up,  of the Corporation,
the holders of the Common  Stock shall be entitled to receive all the  remaining
assets of the Corporation,  tangible and intangible,  of whatever kind available
for  distribution to stockholders  ratably in proportion to the number of shares
of Common Stock held by them respectively.

            B.          PREFERRED STOCK.
                        ----------------

            Preferred  Stock  may be  issued  from  time  to time in one or more
series,  each of such series to have such terms as stated or expressed herein or
in the resolution or resolutions  providing for the issue of such series adopted
by the Board of Directors of the Corporation as hereinafter provided. Any shares
of  Preferred  Stock  which  may  be  redeemed,  purchased  or  acquired  by the
Corporation  may be  reissued  except as  otherwise  provided  herein or by law.
Different  series of  Preferred  Stock  shall  not be  construed  to  constitute
different  classes  of shares  for the  purposes  of voting  by  classes  unless
expressly provided for herein or by law.

            Authority is hereby expressly granted to the Board of Directors from
time to  time to  issue  the  Preferred  Stock  in one or  more  series,  and in
connection  with the creation of any such series,  by resolution or  resolutions
providing for the issue of the shares thereof,  to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and   relative,   participating,   optional  or  other   special   rights,   and
qualifications,   limitations  or  restrictions   thereof,   including   without
limitation thereof,  dividend rights,  conversion rights,  redemption privileges
and  liquidation  preferences,   as  shall  be  stated  and  expressed  in  such
resolutions,  all to the full extent now or  hereafter  permitted by the Florida
Business Corporation Act. Without limiting the generality of the foregoing,  the
resolutions  providing for issuance of any series of Preferred Stock may provide
that such series shall be superior or rank equally or be junior to the Preferred
Stock of any other series to the extent  permitted  by law.  Except as expressly
provided elsewhere in this Article III or the Florida Business  Corporation Act,
no vote of the holders of the Preferred  Stock or Common Stock shall be required
in connection  with the  designation or the issuance of any shares of any series
of the Preferred  Stock  authorized by and complying  with the conditions of the
Articles of Incorporation, the right to have such vote being expressly waived by
all present and future holders of the capital stock of the Corporation.

3. The date of adoption of the aforesaid amendment was December 9, 1996.

4. The number of votes cast for the aforesaid  amendment by the shareholders was
sufficient for the approval thereof.


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Executed on December 17, 1996.

                              NUCO2 INC.


                              By:/S/ JEAN HOUGHTON
                                 Name of officer: Jean Houghton
                                 Title of officer: Vice President-Administration

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