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): February 17, 2004

                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)



                        Commission File Number: 033-68444




         Maryland                   033-68444                     52-0665775
(State or other jurisdiction of (Commission File Number)      (I.R.S. Employer
incorporation or organization)                               Identification No.)

8211 Town Center Drive                                              21236
  Baltimore, Maryland                                             (Zip Code)
(Address of principal executive offices)

                                 (410) 931-6000
              (Registrant's telephone number, including area code)

                                      None
               (Former name, former address and former fiscal year
                        - if changed since last report)


<PAGE>





ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 17, 2004, Williams Scotsman,  Inc. issued a press release announcing
its results of  operations  for the quarter and year ended  December 31, 2003. A
copy of the press  release,  including  text and tables,  is attached as Exhibit
99.1 below to this Current Report on Form 8-K.

The information in Item 12 of this Current Report on Form 8-K is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  Section.  The  information  in Item 12 of this Current  Report on Form 8-K
shall not be incorporated by reference into any registration  statement or other
document pursuant to the Securities Act of 1933, as amended,  except as shall be
expressly set forth by specific reference in any such filing.

The Company  defines  Adjusted  EBITDA as earnings  before  deducting  interest,
income taxes,  depreciation,  amortization and non-cash  charges,  including the
fleet  held  for sale and  non-cash  stock  compensation  charges.  The  Company
utilizes  Adjusted  EBITDA  when  interpreting  operating  trends and results of
operations of its core business  operations.  Accordingly,  the Company believes
that Adjusted EBITDA provides additional information with respect to its overall
operating  performance  and its ability to incur and service debt,  make capital
expenditures  and meet working capital  requirements.  However,  Adjusted EBITDA
should not be  considered  in isolation  or as a  substitute  for cash flow from
operating  activities,  net income or other measures of performance  prepared in
accordance with generally  accepted  accounting  principles or as a measure of a
company's profitability or liquidity. Because Adjusted EBITDA excludes some, but
not all, items that affect net income and may vary among companies, the Adjusted
EBITDA  mentioned  above may not be comparable to similarly  titled  measures of
other companies.


The Company utilizes leasing gross profit,  excluding  leasing  depreciation and
amortization,   total  gross  profit,   excluding   leasing   depreciation   and
amortization,  and selling,  general,  and  administrative  expenses,  excluding
non-cash  stock  compensation  expense when  interpreting  operating  trends and
results of operations of its core business operations.  Accordingly, the Company
believes  that  leasing  gross  profit,   excluding  leasing   depreciation  and
amortization,   total  gross  profit,   excluding   leasing   depreciation   and
amortization,  and selling,  general,  and  administrative  expenses,  excluding
non-cash stock compensation expense provide additional  information with respect
to its core business operating performance.


<PAGE>




                                   SIGNATURES


     Pursuant to  the  requirements 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.


                                            WILLIAMS SCOTSMAN, INC.



                                            By:  /s/ Gerard E. Holthaus
                                            ---------------------------
                                            Gerard E. Holthaus
                                            Chief Executive Officer

Dated: February 17, 2004


                                            By: /s/ John C. Cantlin
                                            ------------------------
                                            John C. Cantlin
                                            Chief Financial Officer


Dated: February 17, 2004



                                  EXHIBIT INDEX


Exhibit                                   Description
-------                                   -------------------------------------
99.1                                      Press Release dated February 17, 2004


<PAGE>
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{"company-data": {"conformed-name": "WILLIAMS SCOTSMAN INC", "cik": "0000869231", "assigned-sic": "7359", "irs-number": "520665775", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-68444", "film-number": "04609227"}, "business-address": {"street1": "8211 TOWN CTR 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 GROUP INC", "date-changed": "19930907"}}
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): February 17, 2004

                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)

                        Commission File Number: 033-68444

         Maryland                   033-68444                     52-0665775
(State or other jurisdiction of (Commission File Number)      (I.R.S. Employer
incorporation or organization)                               Identification No.)

8211 Town Center Drive                                              21236
  Baltimore, Maryland                                             (Zip Code)
(Address of principal executive offices)

                                 (410) 931-6000
              (Registrant's telephone number, including area code)

                                      None
               (Former name, former address and former fiscal year
                        - if changed since last report)
ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 17, 2004, Williams Scotsman,  Inc. issued a press release announcing
its results of  operations  for the quarter and year ended  December 31, 2003. A
copy of the press  release,  including  text and tables,  is attached as Exhibit
99.1 below to this Current Report on Form 8-K.

The information in Item 12 of this Current Report on Form 8-K is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  Section.  The  information  in Item 12 of this Current  Report on Form 8-K
shall not be incorporated by reference into any registration  statement or other
document pursuant to the Securities Act of 1933, as amended,  except as shall be
expressly set forth by specific reference in any such filing.

The Company  defines  Adjusted  EBITDA as earnings  before  deducting  interest,
income taxes,  depreciation,  amortization and non-cash  charges,  including the
fleet  held  for sale and  non-cash  stock  compensation  charges.  The  Company
utilizes  Adjusted  EBITDA  when  interpreting  operating  trends and results of
operations of its core business  operations.  Accordingly,  the Company believes
that Adjusted EBITDA provides additional information with respect to its overall
operating  performance  and its ability to incur and service debt,  make capital
expenditures  and meet working capital  requirements.  However,  Adjusted EBITDA
should not be  considered  in isolation  or as a  substitute  for cash flow from
operating  activities,  net income or other measures of performance  prepared in
accordance with generally  accepted  accounting  principles or as a measure of a
company's profitability or liquidity. Because Adjusted EBITDA excludes some, but
not all, items that affect net income and may vary among companies, the Adjusted
EBITDA  mentioned  above may not be comparable to similarly  titled  measures of
other companies.

The Company utilizes leasing gross profit,  excluding  leasing  depreciation and
amortization,   total  gross  profit,   excluding   leasing   depreciation   and
amortization,  and selling,  general,  and  administrative  expenses,  excluding
non-cash  stock  compensation  expense when  interpreting  operating  trends and
results of operations of its core business operations.  Accordingly, the Company
believes  that  leasing  gross  profit,   excluding  leasing   depreciation  and
amortization,   total  gross  profit,   excluding   leasing   depreciation   and
amortization,  and selling,  general,  and  administrative  expenses,  excluding
non-cash stock compensation expense provide additional  information with respect
to its core business operating performance.
SIGNATURES

     Pursuant to  the  requirements 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.

                                            WILLIAMS SCOTSMAN, INC.

                                            By:  /s/ Gerard E. Holthaus
                                            ---------------------------
                                            Gerard E. Holthaus
                                            Chief Executive Officer

Dated: February 17, 2004

                                            By: /s/ John C. Cantlin
                                            ------------------------
                                            John C. Cantlin
                                            Chief Financial Officer

Dated: February 17, 2004

                                  EXHIBIT INDEX

Exhibit                                   Description
-------                                   -------------------------------------
99.1                                      Press Release dated February 17, 2004