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): MARCH 5, 2004

                                   ----------

                             BLUE RHINO CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                      0-24287                56-1870472
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                            104 CAMBRIDGE PLAZA DRIVE
                       WINSTON-SALEM, NORTH CAROLINA 27104
                    (Address of principal executive offices)

                                 (336) 659-6900
              (Registrant's telephone number, including area code)


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits.

            Exhibit 99.1 -- Press Release dated March 5, 2004.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 5,  2004,  Blue Rhino  Corporation  (the  "Registrant")  issued a press
release announcing results for the fiscal second quarter ended January 31, 2004.
A copy of the press release is furnished  with this report as Exhibit 99.1,  and
is incorporated herein by reference. The press release includes certain non-GAAP
financial  measures,  as discussed  below.  A  reconciliation  of such  non-GAAP
financial  measures to the comparable GAAP financial  measures is included under
the heading "Supplemental  Information" in the financial tables accompanying the
press release as part of Exhibit 99.1.

In connection  with  disclosing  earnings and earnings per share on a GAAP basis
for the fiscal  second  quarter  and six months  ended  January  31,  2004,  the
Registrant also discloses  earnings and earnings per share for the fiscal second
quarter  and six months  ended  January 31,  2003 on a non-GAAP  basis,  each as
adjusted  to reflect an assumed  income  tax rate of 39%.  The  Registrant  also
provides  earnings and earnings per share for the fiscal second  quarter and six
months ended January 31, 2003 on a GAAP basis.  On a GAAP basis,  the Registrant
had income tax expense calculated at effective income tax rates of 2% and 1% for
the fiscal second  quarter and six months ended January 31, 2003,  respectively,
compared to income tax expense calculated at an effective income tax rate of 39%
for the fiscal second quarter and six months ended January 31, 2004.  Because of
the difference in effective income tax rates for these corresponding periods for
GAAP reporting  purposes,  the Registrant believes that providing these non-GAAP
financial  measures for the fiscal  second  quarter and six months ended January
31,  2003  will be  useful  to  investors  by  enabling  investors  to make more
meaningful comparisons between the Registrant's fiscal periods.

The information in this report is being  furnished,  not filed,  for purposes of
Section 18 of the Securities  Exchange Act of 1934, as amended,  and pursuant to
Item 12 of Form 8-K will not be  incorporated by reference into any filing under
the Securities Act of 1933, as amended,  unless specifically  identified therein
as being incorporated therein by reference.


                                       2


                                    SIGNATURE

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

                                        Blue Rhino Corporation

Date: March 5, 2004                     By: /s/ Billy Prim
                                            ------------------------------------
                                            Chairman and Chief Executive Officer


                                       3


                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
- -----------       -----------

99.1              Press Release dated March 5, 2004


                                       4