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                                                                      EXHIBIT 14

                                 Code of Ethics
                                       of
                                   NuCO2 Inc.

                                 September 2003

            Employment  by NuCO2 Inc. (the  "Company")  carries with it the duty
and  responsibility  to be constantly aware of the importance of ethical conduct
when dealing with competitors, suppliers, customers and other employees. Each of
us has an  individual  responsibility  to deal  ethically  in all aspects of the
Company's business and to comply fully with all laws,  regulations,  and Company
policies.  Each individual is expected to assume the responsibility for applying
these standards of ethical  conduct and for acquainting  himself or herself with
the various  laws,  regulations  and policies  applicable to his or her assigned
duties.  In complying  with the  Company's  Code of Ethics,  you are expected to
exercise  high  standards  of  integrity  and good  judgment  and to  apply  the
following guiding principles:

            -   to conduct  yourself in an honest  manner in dealing with others
                and to accept responsibility for your actions, including actions
                that may be unethical or improper.

            -   to refrain  from  taking  part or  exercising  influence  in any
                transaction  in which your  personal  interest may conflict with
                the best  interests  of the  Company,  including  (i) taking for
                yourself  personally  opportunities  that are discovered through
                the use of corporate  property,  information  or position,  (ii)
                using corporate  property,  information or position for personal
                gain, and (iii)  competing  with the Company.  You owe a duty to
                the Company to advance the Company's  legitimate  interests when
                the opportunity to do so arises.

            -   never to induce or encourage  co-employees  to engage in illegal
                or unethical conduct.

            -   to protect the Company's  assets and ensure their efficient use.
                Theft,  carelessness  and  waste  have a  direct  impact  on the
                Company's  profitability.  All Company assets should be used for
                legitimate business purposes. The personal use of Company assets
                without proper approval is prohibited.

            -   to  exercise  good  judgment in the use of  information  you may
                acquire in the course of doing Company business  including,  but
                not limited to, methods of operation,  sales, products, profits,
                costs, markets, key personnel, licenses, trade secrets and other
                know-how of the Company and to maintain the  confidentiality  of
                all such  information  (except when  disclosure is authorized or
                legally mandated).

            -   to make  commercial  decisions that are in the best interests of
                the Company.

            -   to  endeavor  to  deal  fairly  with  the  Company's  customers,
                suppliers,  competitors and employees by not taking advantage of
                anyone through  manipulation,  concealment,  abuse of privileged

                information,  misrepresentation  of material facts, or any other
                unfair-dealing practice.

            -   never to make a payment, contribution,  gift or provide services
                or  facilities  to a public  official on behalf of the  Company.
                (You  are  free to  contribute  personal  time or  funds  to any
                political    candidate   or   party   without   expectation   of
                reimbursement  or  time  off  from  work  to  conduct  political
                activities.)

            -   to act as a responsible and useful corporate  citizen to enhance
                the  communities  within  which you work and live and to support
                selected civic, charitable,  educational and other activities as
                appropriate.

            -   to  comply  with all  laws,  rules,  regulations,  policies  and
                guidelines applicable to the operation of the Company.

            -   to  refrain  from  using   confidential   or  other   non-public
                information,  and from disclosing to others such information for
                their use, in trading the securities of the Company or any other
                company with which the Company has a business relationship.

            -   to fully and fairly disclose the financial condition and results
                of  operations  of the  Company in  accordance  with  applicable
                accounting principles,  laws, rules and regulations, and in such
                connection,  to keep the books and  records of the Company so as
                to fully and fairly reflect all Company transactions.

            -   to provide  full,  fair,  accurate,  timely  and  understandable
                disclosure in reports and documents  that the Company files with
                or submits to regulatory  authorities,  as well as in financial,
                stockholder   and   other   internal   or   external    reports,
                documentation or audits.

            -   to promptly report knowledge of any illegal or improper activity
                or violations of laws, rules, regulations or this Code of Ethics
                to the General  Counsel of the Company,  with the assurance that
                the Company will not allow  retaliation for reports made in good
                faith.

            -   to implement necessary changes in programs,  systems,  practices
                or procedures to avoid future ethical problems.

            Failure   to  comply   with  this  Code  of  Ethics  may  result  in
disciplinary action, including warnings, suspensions,  termination of employment
or such other actions as may be appropriate under the circumstances.

            Any questions pertaining to the Code of Ethics are to be directed to
the General Counsel of the Company.
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