Item 1.

     (a) Blue Rhino Corporation

     (b) 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104

Item 2.

     (a) This statement is filed on behalf of Strategic Associates, L.P. (“SA”), Cahill, Warnock Strategic Partners, L.P. (“CWSP”), Camden Partners Strategic Fund II-A, L.P. (“CPS II-A”), Camden Partners Strategic Fund II-B, L.P. (“CPS II-B”), Camden Partners Strategic II, LLC (“CPS”), Edward L. Cahill, David L. Warnock, Donald W. Hughes, Richard Johnston, and Richard Berkeley. CWSP is the general partner of SA. CPS is the general partner of each of CPS II-A and CPS II-B. Messrs. Warnock, Hughes and Cahill are the general partners of CWSP. Messrs. Warnock, Hughes, Johnston and Berkeley are the Managing Members of CPS II. SA, CPS II-A, CPS II-B, and Mr. Warnock are the direct beneficial owners of the issuer’s securities. Each of CWSP and CPS may be deemed an indirect beneficial owner of the issuer’s securities by virtue of its status as a general partner. Each of the individual general partners and managing members may be deemed to be an indirect beneficial owner of the issuer’s securities by virtue of its status as a general partner or managing member.

     (b) One South Street, Suite 2150, Baltimore, MD 21202

     (c) United States

     (d) Common Stock

     (e) 095811105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     (a) [   ] Broker or dealer registered under section 15 of the Act (15 U. S.C. 78o).

     (b) [   ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). ,

     (c) [   ] Insurance company as defined in section 3(a)(l 9) of the Act (15 U.S.C. 78c).

     (d) [   ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

     (e) [   ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

     (f) [   ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

     (g) [   ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

     (h) [   ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

     (i) [   ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

     (j) [   ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

     (a) Amount Beneficially Owned: 0

     (b) Percent of Class: 0

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     (c) Number of shares as to which such Reporting Person has:

     (i) sole power to vote or to direct the vote: 0

     (ii) shared power to vote or to direct the vote: 0

     (iii) sole power to dispose or to direct the disposition: 0

     (iv) shared power to dispose or to direct the disposition: 0

Item 5. Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

     Exhibit 1 — Agreement regarding filing of joint Schedule 13G (attached).

     Exhibit 2 — Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13D/A filed with respect to Concorde Career Colleges, Inc. on February 25, 2003, incorporated herein by reference).

     Exhibit 3 — Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

     Exhibit 4 — Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

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     Exhibit 5 — Power of Attorney for Edward L. Cahill (previously filed as Exhibit 3 to Schedule 13G/A filed with respect to Kennedy-Wilson, Inc. on February 21, 2003, incorporated herein by reference).

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 14, 2004

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Exhibit 1

AGREEMENT

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the statement on Schedule 13G (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

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