AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2005
                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                      WILLIAMS SCOTSMAN INTERNATIONAL, INC.
                         (f/k/a Scotsman Holdings, Inc.)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                                      52-1862719
  (State or other jurisdiction of                          (IRS Employer
   incorporation or organization)                       Identification No.)

                             8211 Town Center Drive
                            Baltimore, Maryland 21236
   (Address, including zip code, of Registrant's principal executive offices)
                              ____________________

          Williams Scotsman International, Inc. 2005 Omnibus Award Plan
      Employee Stock Purchase Plan of Williams Scotsman International, Inc.
                            (FULL TITLE OF THE PLAN)
                              ____________________

                               John B. Ross, Esq.
                       Vice President and General Counsel
                      Williams Scotsman International, Inc.
                             8211 Town Center Drive
                           Baltimore, Maryland, 21236
                                 (410) 931-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              ____________________

                                    COPY TO:
                              John C. Kennedy, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000
                              ____________________

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
         Title of Each Class of            Amount to be Registered   Proposed Maximum    Proposed Maximum      Amount of
      Securities to be Registered                    (1)              Offering Price    Aggregate Offering   Registration
                                                                        Per Share              Price              Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                       <C>                <C>                  <C>
Common Stock, par value $0.01 per share        1,800,000 shares (2)        $  15.98        $ 28,764,000      $ 3,385.52
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share        1,000,000 shares (3)        $  15.98        $ 15,980,000      $ 1,880.85
---------------------------------------------------------------------------------------------------------------------------
Total                                              2,800,000 shares                        $ 44,744,000      $ 5,266.37
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
    "Securities Act"), this Registration Statement shall be deemed to cover any
    additional securities to be offered or issued from stock splits, stock
    dividends or similar transactions.
(2) Represents 1,800,000 shares of Common Stock reserved for issuance under
    Williams Scotsman International, Inc. 2005 Omnibus Award Plan (the "2005
    Plan"). Pursuant to Rule 457(c) and (h)(1) under the Securities Act, the
    proposed maximum offering price per share was determined based on the
    average of the high and low prices of Williams Scotsman International,
    Inc.'s common stock reported on the NASDAQ on September 20, 2005.
(3) Represents 1,000,000 shares of Common Stock reserved for issuance under
    Employee Stock Purchase Plan of Williams Scotsman International, Inc.
    Pursuant to Rule 457(c) and (h)(1) under the Securities Act, the proposed
    maximum offering price per share was determined based on the average of the
    high and low prices of Williams Scotsman International, Inc.'s common stock
    reported on the NASDAQ on September 20, 2005.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

         The Section 10(a) prospectuses being delivered by Williams Scotsman
International, Inc. (the "Company") to participants in the Company's 2005
Omnibus Award Plan (the "2005 Plan") and Employee Stock Purchase Plan of
Williams Scotsman International, Inc. (the "Employee Stock Purchase Plan",
together with the 2005 Plan, the "Plans") as required by Rule 428 under the
Securities Act, have been prepared in accordance with the requirements of Form
S-8 and relate to shares of Common Stock, par value $0.01 per share, of the
Company (the "Common Stock"), which have been reserved for issuance pursuant to
the Plans. The information regarding the Plans required in the Section 10(a)
prospectuses is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants in the Plans a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information required in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference to this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents and information previously filed with the
Securities and Exchange Commission by us are hereby incorporated by reference in
this registration statement:

         (1)      The prospectus dated September 19, 2005, as filed by us under
                  Rule 424(b) on September 20, 2005; and

         (2)      The description of our common stock set forth, or incorporated
                  by reference, in the Company's Registration Statement on Form
                  8-A filed pursuant to Section 12 of the Exchange Act on
                  September 12, 2005, and any amendment or report filed for the
                  purpose of updating any such description.

         All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that all securities registered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, among other things, that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
corporation's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with the
action, suit or proceeding. The power to indemnify applies (i) if such person is
successful on the merits or otherwise in defense of any action, suit or
proceeding or (ii) if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The power to indemnify
applies to actions brought by or in the right of the corporation as well, but
only to the extent of defense expenses, (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred and not to any
satisfaction of judgment or settlement of the claim itself, and with the further
limitation that in such actions no indemnification shall be made in the event of
any adjudication of negligence or misconduct in the performance of his duties to
the corporation, unless a court believes that in light of all the circumstances
indemnification should apply.

         Our amended and restated certificate of incorporation will provide that
we shall indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was at any time a director
or officer of the corporation or, while a director or officer of the


                                      II-1
<PAGE>


corporation, is or was at any time serving at the written request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys' fees) reasonably incurred
by such person; provided, however, that we shall be required to indemnify a
person in connection with a proceeding (or part thereof) initiated by such
person only if the commencement of such proceeding (or part thereof) was
authorized by our board of directors.

         Section 102 of the DGCL permits the limitation of directors' personal
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duties as a director except for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) breaches under section 174 of the DGCL, which relates to
unlawful payments of dividends or unlawful stock repurchase or redemptions, and
(iv) any transaction from which the director derived an improper personal
benefit.

         Our amended and restated amended and restated certificate of
incorporation will limit the personal liability of our directors to the fullest
extent permitted by section 102 of the DGCL.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

         We maintain directors' and officers' liability insurance for our
officers and directors.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.      EXHIBITS

4.1          Form of Specimen Certificate (Incorporated by reference to Exhibit
             4.1 to the Registration Statement on Form S-1 of the Company
             (Commission file no. 333-124459)).

4.2          Certificate of Incorporation of the Company, as amended.
             (Incorporated by reference to Exhibit 3(i) of the Form 8-K filed on
             May 26, 2005 (Commission file no. 033-78954), Exhibit 3.1 of the
             Form 8-K filed on September 12, 2005 (Commission file no.
             033-78954) and Exhibit 3.1 of Registration Statement on Form S-4 of
             the Company filed on May 13, 1994 (Commission file no. 33-68444)).

4.3          Form of Amended and Restated Certificate of Incorporation of
             Williams Scotsman International, Inc. (Incorporated by reference to
             Exhibit 3.2 to the Registration Statement on Form S-1 of the
             Company (Commission file no. 333-124459)).

4.4          By-laws of the Company (Incorporated by reference to Exhibit 3.2 of
             Registration Statement on Form S-4 of the Company filed on May 13,
             1994 (Commission file no. 33-68444)).

4.5          Form of Amended and Restated By-laws of Williams Scotsman
             International, Inc. (Incorporated by reference to Exhibit 3.4 to
             the Registration Statement on Form S-1 of the Company (Commission
             file no. 333-124459)).

5.1*         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

23.1*        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
             as part of Exhibit 5.1).

23.2*        Consent of Ernst & Young LLP.

24.1*        Power of Attorney (included on the signature page).

* Filed herewith.


                                      II-2
<PAGE>


ITEM 9.      UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

         (iii)    To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement.

         PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) of this section
         do not apply if the registration statement is on Form S-3, Form S-8, or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

         PROVIDED FURTHER, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is for an offering of
         asset-backed securities on Form S-1 or Form S-3, and the information
         required to be included in a post-effective amendment is provided
         pursuant to Item 1100(c) of Regulation AB.

         (b)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (d)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (e)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on September 21, 2005.

                              WILLIAMS SCOTSMAN INTERNATIONAL, INC.


                              By: /s/ Gerard E. Holthaus
                                  --------------------------
                                  Name:  Gerard E. Holthaus
                                  Title: President and Chief Executive Officer



                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Gerard E. Holthaus, Robert C. Singer and John B. Ross, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully as to intents and purposes as he might do or
could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on September 21, 2005 by the following persons
in the capacities indicated.

          SIGNATURE                                TITLES
          ---------                                ------

   /s/ Gerard E. Holthaus           President and Chief Executive Officer,
----------------------------        Director and Chairman of the Board
      Gerard E. Holthaus            (Principal Executive Officer)

   /s/ Robert C. Singer             Executive Vice President and Chief
----------------------------        Financial Officer
      Robert C. Singer              (Principal Financial and Accounting Officer)

   /s/ James N. Alexander           Director
----------------------------
     James N. Alexander

  /s/ Michael F. Finley             Director
----------------------------
     Michael F. Finley

   /s/ Steven B. Gruber             Director
----------------------------
     Steven B. Gruber

   /s/ James A. Flick Jr.           Director
----------------------------
     James A. Flick Jr.

   /s/ James L. Singleton           Director
----------------------------
     James L. Singleton


                                      II-4
<PAGE>


                                INDEX TO EXHIBITS

4.1          Form of Specimen Certificate (Incorporated by reference to Exhibit
             4.1 to the Registration Statement on Form S-1 of the Company
             (Commission file no. 333-124459)).

4.2          Certificate of Incorporation of the Company, as amended.
             (Incorporated by reference to Exhibit 3(i) of the Form 8-K filed on
             May 26, 2005 (Commission file no. 033-78954), Exhibit 3.1 of the
             Form 8-K filed on September 12, 2005 (Commission file no.
             033-78954) and Exhibit 3.1 of Registration Statement on Form S-4 of
             the Company filed on May 13, 1994 (Commission file no. 33-68444)).

4.3          Form of Amended and Restated Certificate of Incorporation of
             Williams Scotsman International, Inc. (Incorporated by reference to
             Exhibit 3.2 to the Registration Statement on Form S-1 of the
             Company (Commission file no. 333-124459)).

4.4          By-laws of the Company (Incorporated by reference to Exhibit 3.2 of
             Registration Statement on Form S-4 of the Company filed on May 13,
             1994 (Commission file no. 33-68444)).

4.5          Form of Amended and Restated By-laws of Williams Scotsman
             International, Inc. (Incorporated by reference to Exhibit 3.4 to
             the Registration Statement on Form S-1 of the Company (Commission
             file no. 333-124459)).

5.1*         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

23.1*        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
             as part of Exhibit 5.1).

23.2*        Consent of Ernst & Young LLP.

24.1*        Power of Attorney (included on the signature page).

* Filed herewith.




                                      II-5
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{"company-data": {"conformed-name": "WILLIAMS SCOTSMAN INTERNATIONAL INC", "cik": "0000923144", "assigned-sic": "7359", "irs-number": "521862719", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128478", "film-number": "051095568"}, "business-address": {"street1": "8211 TOWN CENTER DR", "city": "BALTIMORE", "state": "MD", "zip": "21236", "phone": "4109316000"}, "mail-address": {"street1": "8211 TOWN CENTER DR", "city": "BALTIMORE", "state": "MD", "zip": "21236"}, "former-company": {"former-conformed-name": "SCOTSMAN HOLDINGS INC", "date-changed": "19940517"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2005
                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                      WILLIAMS SCOTSMAN INTERNATIONAL, INC.
                         (f/k/a Scotsman Holdings, Inc.)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                                      52-1862719
  (State or other jurisdiction of                          (IRS Employer
   incorporation or organization)                       Identification No.)

                             8211 Town Center Drive
                            Baltimore, Maryland 21236
   (Address, including zip code, of Registrant's principal executive offices)
                              ____________________

          Williams Scotsman International, Inc. 2005 Omnibus Award Plan
      Employee Stock Purchase Plan of Williams Scotsman International, Inc.
                            (FULL TITLE OF THE PLAN)
                              ____________________

                               John B. Ross, Esq.
                       Vice President and General Counsel
                      Williams Scotsman International, Inc.
                             8211 Town Center Drive
                           Baltimore, Maryland, 21236
                                 (410) 931-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              ____________________

                                    COPY TO:
                              John C. Kennedy, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000
                              ____________________
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
         Title of Each Class of            Amount to be Registered   Proposed Maximum    Proposed Maximum      Amount of
      Securities to be Registered                    (1)              Offering Price    Aggregate Offering   Registration
                                                                        Per Share              Price              Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share        1,800,000 shares (2)        $  15.98        $ 28,764,000      $ 3,385.52
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share        1,000,000 shares (3)        $  15.98        $ 15,980,000      $ 1,880.85
---------------------------------------------------------------------------------------------------------------------------
Total                                              2,800,000 shares                        $ 44,744,000      $ 5,266.37
---------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
    "Securities Act"), this Registration Statement shall be deemed to cover any
    additional securities to be offered or issued from stock splits, stock
    dividends or similar transactions.
(2) Represents 1,800,000 shares of Common Stock reserved for issuance under
    Williams Scotsman International, Inc. 2005 Omnibus Award Plan (the "2005
    Plan"). Pursuant to Rule 457(c) and (h)(1) under the Securities Act, the
    proposed maximum offering price per share was determined based on the
    average of the high and low prices of Williams Scotsman International,
    Inc.'s common stock reported on the NASDAQ on September 20, 2005.
(3) Represents 1,000,000 shares of Common Stock reserved for issuance under
    Employee Stock Purchase Plan of Williams Scotsman International, Inc.
    Pursuant to Rule 457(c) and (h)(1) under the Securities Act, the proposed
    maximum offering price per share was determined based on the average of the
    high and low prices of Williams Scotsman International, Inc.'s common stock
    reported on the NASDAQ on September 20, 2005.

================================================================================
EXPLANATORY NOTE

         The Section 10(a) prospectuses being delivered by Williams Scotsman
International, Inc. (the "Company") to participants in the Company's 2005
Omnibus Award Plan (the "2005 Plan") and Employee Stock Purchase Plan of
Williams Scotsman International, Inc. (the "Employee Stock Purchase Plan",
together with the 2005 Plan, the "Plans") as required by Rule 428 under the
Securities Act, have been prepared in accordance with the requirements of Form
S-8 and relate to shares of Common Stock, par value $0.01 per share, of the
Company (the "Common Stock"), which have been reserved for issuance pursuant to
the Plans. The information regarding the Plans required in the Section 10(a)
prospectuses is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants in the Plans a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information required in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference to this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents and information previously filed with the
Securities and Exchange Commission by us are hereby incorporated by reference in
this registration statement:

         (1)      The prospectus dated September 19, 2005, as filed by us under
                  Rule 424(b) on September 20, 2005; and

         (2)      The description of our common stock set forth, or incorporated
                  by reference, in the Company's Registration Statement on Form
                  8-A filed pursuant to Section 12 of the Exchange Act on
                  September 12, 2005, and any amendment or report filed for the
                  purpose of updating any such description.

         All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that all securities registered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, among other things, that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
corporation's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with the
action, suit or proceeding. The power to indemnify applies (i) if such person is
successful on the merits or otherwise in defense of any action, suit or
proceeding or (ii) if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The power to indemnify
applies to actions brought by or in the right of the corporation as well, but
only to the extent of defense expenses, (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred and not to any
satisfaction of judgment or settlement of the claim itself, and with the further
limitation that in such actions no indemnification shall be made in the event of
any adjudication of negligence or misconduct in the performance of his duties to
the corporation, unless a court believes that in light of all the circumstances
indemnification should apply.

         Our amended and restated certificate of incorporation will provide that
we shall indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was at any time a director
or officer of the corporation or, while a director or officer of the

                                      II-1
corporation, is or was at any time serving at the written request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys' fees) reasonably incurred
by such person; provided, however, that we shall be required to indemnify a
person in connection with a proceeding (or part thereof) initiated by such
person only if the commencement of such proceeding (or part thereof) was
authorized by our board of directors.

         Section 102 of the DGCL permits the limitation of directors' personal
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duties as a director except for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) breaches under section 174 of the DGCL, which relates to
unlawful payments of dividends or unlawful stock repurchase or redemptions, and
(iv) any transaction from which the director derived an improper personal
benefit.

         Our amended and restated amended and restated certificate of
incorporation will limit the personal liability of our directors to the fullest
extent permitted by section 102 of the DGCL.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

         We maintain directors' and officers' liability insurance for our
officers and directors.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.      EXHIBITS

4.1          Form of Specimen Certificate (Incorporated by reference to Exhibit
             4.1 to the Registration Statement on Form S-1 of the Company
             (Commission file no. 333-124459)).

4.2          Certificate of Incorporation of the Company, as amended.
             (Incorporated by reference to Exhibit 3(i) of the Form 8-K filed on
             May 26, 2005 (Commission file no. 033-78954), Exhibit 3.1 of the
             Form 8-K filed on September 12, 2005 (Commission file no.
             033-78954) and Exhibit 3.1 of Registration Statement on Form S-4 of
             the Company filed on May 13, 1994 (Commission file no. 33-68444)).

4.3          Form of Amended and Restated Certificate of Incorporation of
             Williams Scotsman International, Inc. (Incorporated by reference to
             Exhibit 3.2 to the Registration Statement on Form S-1 of the
             Company (Commission file no. 333-124459)).

4.4          By-laws of the Company (Incorporated by reference to Exhibit 3.2 of
             Registration Statement on Form S-4 of the Company filed on May 13,
             1994 (Commission file no. 33-68444)).

4.5          Form of Amended and Restated By-laws of Williams Scotsman
             International, Inc. (Incorporated by reference to Exhibit 3.4 to
             the Registration Statement on Form S-1 of the Company (Commission
             file no. 333-124459)).

5.1*         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

23.1*        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
             as part of Exhibit 5.1).

23.2*        Consent of Ernst & Young LLP.

24.1*        Power of Attorney (included on the signature page).

* Filed herewith.

                                      II-2
ITEM 9.      UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

         (iii)    To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement.

         PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) of this section
         do not apply if the registration statement is on Form S-3, Form S-8, or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

         PROVIDED FURTHER, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is for an offering of
         asset-backed securities on Form S-1 or Form S-3, and the information
         required to be included in a post-effective amendment is provided
         pursuant to Item 1100(c) of Regulation AB.

         (b)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (d)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (e)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on September 21, 2005.

                              WILLIAMS SCOTSMAN INTERNATIONAL, INC.

                              By: /s/ Gerard E. Holthaus
                                  --------------------------
                                  Name:  Gerard E. Holthaus
                                  Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Gerard E. Holthaus, Robert C. Singer and John B. Ross, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully as to intents and purposes as he might do or
could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on September 21, 2005 by the following persons
in the capacities indicated.

          SIGNATURE                                TITLES
          ---------                                ------

   /s/ Gerard E. Holthaus           President and Chief Executive Officer,
----------------------------        Director and Chairman of the Board
      Gerard E. Holthaus            (Principal Executive Officer)

   /s/ Robert C. Singer             Executive Vice President and Chief
----------------------------        Financial Officer
      Robert C. Singer              (Principal Financial and Accounting Officer)

   /s/ James N. Alexander           Director
----------------------------
     James N. Alexander

  /s/ Michael F. Finley             Director
----------------------------
     Michael F. Finley

   /s/ Steven B. Gruber             Director
----------------------------
     Steven B. Gruber

   /s/ James A. Flick Jr.           Director
----------------------------
     James A. Flick Jr.

   /s/ James L. Singleton           Director
----------------------------
     James L. Singleton

                                      II-4
INDEX TO EXHIBITS

4.1          Form of Specimen Certificate (Incorporated by reference to Exhibit
             4.1 to the Registration Statement on Form S-1 of the Company
             (Commission file no. 333-124459)).

4.2          Certificate of Incorporation of the Company, as amended.
             (Incorporated by reference to Exhibit 3(i) of the Form 8-K filed on
             May 26, 2005 (Commission file no. 033-78954), Exhibit 3.1 of the
             Form 8-K filed on September 12, 2005 (Commission file no.
             033-78954) and Exhibit 3.1 of Registration Statement on Form S-4 of
             the Company filed on May 13, 1994 (Commission file no. 33-68444)).

4.3          Form of Amended and Restated Certificate of Incorporation of
             Williams Scotsman International, Inc. (Incorporated by reference to
             Exhibit 3.2 to the Registration Statement on Form S-1 of the
             Company (Commission file no. 333-124459)).

4.4          By-laws of the Company (Incorporated by reference to Exhibit 3.2 of
             Registration Statement on Form S-4 of the Company filed on May 13,
             1994 (Commission file no. 33-68444)).

4.5          Form of Amended and Restated By-laws of Williams Scotsman
             International, Inc. (Incorporated by reference to Exhibit 3.4 to
             the Registration Statement on Form S-1 of the Company (Commission
             file no. 333-124459)).

5.1*         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

23.1*        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included
             as part of Exhibit 5.1).

23.2*        Consent of Ernst & Young LLP.

24.1*        Power of Attorney (included on the signature page).

* Filed herewith.

                                      II-5