A numerical model is developed to simulate the simultaneous bubble nucleation and growth during depressurization of thermoplastic polymers saturated with supercritical blowing agents. Of particular importance is the ability of the model to predict the formation of nano-cellular foams, including the cell size distribution within the foam, based on the specific process conditions and polymer properties. Additionally the model differentiates between the "Free" and "Limited" expansion phases in the growth of a single bubble. Classical nucleation theory is used to predict nucleation rate and the popular "Influence Volume Approach" is used to determine the end of nucleation phase. By solving the mass, momentum and species conservation equations for each bubble, the model is capable of predicting bubble size distribution and bulk porosity.