Abstract: A portable system for filling bottles with nitrous oxide from a large supply cylinder of nitrous oxide at ambient temperature. The supply cylinder is connected by a conduit to a cylinder of inert gas which is under a considerably higher pressure than that of the nitrous oxide through a valve. The bottle to be filled is connected to the cylinder of nitrous oxide by another conduit. The inert gas through a pressure regulator maintains a blanket of high pressure inert gas above the liquid nitrous oxide in the cylinder to force the nitrous oxide from the cylinder and into the bottle. The valve when in a first position enables the cylinder of nitrous oxide to be connected to the cylinder of inert gas to maintain the pressurized blanket of gas above the nitrous oxide and then when in a second position enables the inert gas to force the nitrous oxide into the bottle.