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): July 31, 2003

                             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        (Commission File Number)          (I.R.S. Employer
     jurisdiction of                                        Identification No.)
     or organization)

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 5. OTHER EVENTS

On July 31, 2003, Williams Scotsman,  Inc. issued a press release announcing its
intention  to raise $150  million  through an offering of senior  secured  notes
pursuant to an exemption from the  registration  requirements  of the Securities
Act of 1933.  The press release  relating to the offering is attached as Exhibit
99.1 to this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.               DESCRIPTION OF EXHIBIT
-----------------         -----------------------------------------------------
99.1                      Press Release dated July 31, 2003 with respect to
                          Registrant's proposed offering of $150 million of
                          senior secured notes.

99.2*                     Press Release dated July 31, 2003 with respect to
                          Registrant's financial results for the three and
                          six month periods ended June 30, 2003.

*  Exhibit  99.2  hereto is  furnished  pursuant  to Item 12  hereof  and is not
intended to be incorporated by reference into any  registration  statement under
the Securities Act of 1933.


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 31, 2003, Williams Scotsman,  Inc. issued a press release announcing its
results of operations for the three and six month periods ended June 30, 2003. A
copy of the press  release,  including  text and tables,  is attached as Exhibit
99.2 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.



<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: July 31, 2003


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


Dated: July 31, 2003



                                  EXHIBIT INDEX


Exhibit                                       Description
-------                                       ---------------------------------
99.1                                          Press Release dated July 31, 2003
99.2                                          Press Release dated July 31, 2003


<PAGE>


                                                     Exhibit 99.1-Press Release

                                                     For Immediate Release


For Further Information Contact:
         John C. Cantlin
         Chief Financial Officer
         (410) 931-6108


     WILLIAMS SCOTSMAN, INC ANNOUNCES PROPOSED OFFERING OF $150 MILLION OF
                              SENIOR SECURED NOTES

Baltimore,  MD, July 31, 2003 - Williams  Scotsman,  Inc.  announced today that,
subject to market  and other  conditions,  it  intends  to sell $150  million of
senior secured notes pursuant to an exemption from the registration requirements
of the Securities Act of 1933. The Company  expects to use the net proceeds from
the offering to reduce the outstanding  borrowings and/or  commitments under its
credit  facility.  It is expected that the offering will be completed during the
third quarter.

The senior  secured notes have not been  registered  under the Securities Act or
applicable  state  securities  laws, and may not be offered or sold in the U.S.,
absent registration or an applicable  exemption from registration  requirements.
This press release shall not constitute an offer to sell or the  solicitation of
an  offer  to buy  these  securities,  nor  shall  there  be any  sale of  these
securities  in any state in which  such  offer,  solicitation  or sale  would be
unlawful prior to the registration or qualification under the securities laws of
any such state.

Williams Scotsman,  Inc.,  headquartered in Baltimore, MD, is the second largest
lessor of mobile  office  and  storage  units in the United  States and  Canada,
ranked by fleet size and revenues.  For  additional  information on the Company,
please visit its web site at www.willscot.com.

                              NOTE TO PRESS RELEASE

     This press release contains  forward-looking  statements regarding Williams
Scotsman and its financing  arrangements,  including its expectations  that this
offering  will be  successfully  completed  consistent  with the terms  outlined
above.  Actual  results  and  developments  may  differ  materially  from  those
contemplated  by these  statements  depending on, among others,  satisfaction of
customary closing conditions,  as well as changes in the securities or financial
markets or in general economic  conditions,  the availability of equity and debt
financing and global  political  developments.  Except as expressly  required by
law, Williams Scotsman  disclaims any obligation to update these forward looking
statements to reflect events or circumstances  after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.


<PAGE>


                                                   Exhibit 99.2 - Press Release

For Further Information Contact:
         John C. Cantlin
         Chief Financial Officer
         (410) 931-6108


    WILLIAMS SCOTSMAN, INC. REPORTS OPERATING RESULTS FOR SECOND QUARTER 2003

Baltimore, MD, July 31, 2003 - Williams Scotsman, Inc. announced today cash flow
from  operating  activities of $29.5 million for the second  quarter of 2003; an
increase of 94.2% from the $15.2 million in the second quarter of 2002. Adjusted
EBITDA for the second  quarter  of 2003 was $39.4  million,  which was down 7.5%
from the  $42.6  million  in the  comparable  period of 2002.  Revenues  for the
quarter ended June 30, 2003 decreased 7.1% to $107.8 million from $116.1 million
in the  comparable  period of 2002.  Gross profit,  excluding  depreciation  and
amortization,  for the quarter  ended June 30, 2003 was $57.0  million,  an 8.6%
decrease from the second quarter 2002 gross profit of $62.4 million. The Company
reported cash flow from operating activities of $56.4 million for the six months
ended  June 30,  2003;  an  increase  of 23.9%  from the  $45.5  million  in the
comparable period of 2002.  Adjusted EBITDA for the first half of 2003 was $76.1
million, which was down 10.1% from the $84.6 million in the comparable period of
2002.  Revenues for the six months ended June 30, 2003 decreased 11.6% to $208.5
million from $236.0 million in the same period of 2002. Gross profit,  excluding
depreciation and amortization, for the six months ended June 30, 2003 was $113.3
million,  a 10.0%  decrease  from the first half of 2002 gross  profit of $125.9
million.

The  substantial  increases in net cash flow from  operating  activities for the
three and six month  periods  ended June 30, 2003 over the same  periods in 2002
are primarily a result of the Company's efforts to increase working capital.

The Company's  financial  results  reflect a 6.8% and a 7.4% decrease in leasing
revenue for the three and six month periods  ended June 30, 2003,  respectively.
This decrease in leasing revenues is due to continued soft economic  conditions,
which impacted fleet  utilization,  as well as  competitive  pricing  pressures.
Average fleet  utilization of approximately 76% for the second quarter and first
half of 2003 was down  approximately 2% from the same periods of the prior year.
The average  monthly  rental rate  decreased  5% and 4% to $251 and $253 for the
second  quarter  and  first  half  of  the  year,  respectively.   Delivery  and
installation  revenues  decreased by 5.0% and 17.9% and new unit sales  revenues
decreased  12.4% and 20.8% for the three and six month  periods  ended  June 30,
2003, respectively. These decreases were primarily due to a large school project
in 2002 which  accounted  for 44% of the decrease in new unit sales and delivery
and installation revenues for the first half of 2003. In addition, the impact of
severe weather,  particularly in the mid-Atlantic and northeastern  parts of the
United States, and the growing effect of state budget issues in certain parts of
the country have produced some delays of projects and initiatives  that affected
the Company's  operating  results for both the second  quarter and first half of
2003.

Gross profit from leasing, excluding depreciation and amortization, decreased by
7.2% to $42.2  million for the second  quarter and by 7.5% to $85.2  million for
the six month period ended June 30, 2003. This decrease,  that resulted from the
<PAGE>

decrease in revenue  described  above, was partially offset by a $.6 million and
$1.7 million  improvement  in cost of leasing for the second quarter and the six
month period ended June 30, 2003, respectively,  as compared to the same periods
of 2002. The leasing gross margin percentage  remained  relatively flat for both
the quarter and six months ended June 2003 in  comparison  with the same periods
of the prior year. The decrease in new unit sales and delivery and  installation
gross profit dollars  resulted from the decrease in revenue  described above, as
well as increased redeployment costs.

Selling, general and administrative expenses for the quarter ended June 30, 2003
decreased  by $2.2 million or 10.9% to $17.7  million from $19.8  million in the
same period  2002.  Selling,  general and  administrative  expenses  for the six
months ended June 30, 2003  decreased  by $4.1 million or 9.9% to $37.3  million
from $41.3 million in the same period 2002.  This was achieved by continuing the
Company's cost control  initiatives,  primarily  reductions in personnel related
costs.

The Company is in the process of exploring  opportunities to refinance a portion
of its existing credit facility.  On July 31,  management held a conference call
with its bank group to discuss  proposed  amendments to the  leverage,  interest
coverage, and utilization covenants contained in the bank agreement. The Company
expects this  refinancing  and the  amendments,  if successful,  to be completed
during the third quarter.

Williams Scotsman has scheduled a conference call for Friday,  August 1, 2003 at
2:00 PM Eastern Time to discuss its second  quarter  results.  To participate in
the conference  call, dial  952-556-2803  and ask to be placed into the Williams
Scotsman  call. A replay of the call will be available  approximately  two hours
after the live broadcast ends and will be accessible until 11:59 PM on August 9,
2003.  To access  the  replay,  dial  800-615-3210  domestically  (international
callers can dial 703-326-3020) and enter confirmation # 215911.

Williams Scotsman,  Inc.,  headquartered in Baltimore, MD, is the second largest
lessor of mobile  office  and  storage  units in the United  States and  Canada,
ranked by fleet size and revenues.  For  additional  information on the Company,
please visit its web site at www.willscot.com.

All statements  other than  statements of historical fact included in this press
release are forward-looking statements and involve expectations, beliefs, plans,
intentions or strategies  regarding  the future.  Although the Company  believes
that  the  expectations  reflected  in  these  forward-looking   statements  are
reasonable,  it assumes no  responsibility  for the accuracy and completeness of
these forward-looking  statements and gives no assurance that these expectations
will prove to have been  correct.  Important  factors  that could  cause  actual
results to differ materially from the Company's expectations are disclosed under
"Risk Factors" and elsewhere in the Company's  10-K, 10-Q and other SEC filings.
The Company assumes no obligation to update any forward-looking statement.


<PAGE>
<TABLE>
<CAPTION>


                             Williams Scotsman, Inc.
            Summary Consolidated Financial Information ( unaudited )
                             (dollars in thousands)


                                \-----Six Months Ended June 30,----\       \Three Months Ended June 30, 2003\
Operations Data:                                             Percent                                  Percent
Revenues                             2003           2002     Change            2003          2002     Change
                                     ----           ----     ------            ----          ----     ------
<S>                              <C>            <C>          <C>            <C>          <C>          <C>

Leasing                          $  107,034     $ 115,643     -7.4%         $ 53,560     $  57,447     -6.8%
Sales:

   New Units                         32,677        41,265    -20.8%           18,027        20,582     -12.4%
   Rental equipment                   9,653        10,179     -5.2%            5,236         5,518      -5.1%
Delivery and installation            40,302        49,104    -17.9%           21,374        22,495      -5.0%
Other                                18,868        19,773     -4.6%            9,631        10,055      -4.2%
                                     ------        ------                    -------       -------
   Total revenues                   208,534       235,964    -11.6%          107,828       116,097      -7.1%

Gross profit
Leasing, excluding depreciation
   and amortization                  85,173        92,102     -7.5%           42,128        45,394      -7.2%
Sales:
  New units                           5,481         6,894    -20.5%            2,753         3,287     -16.2%
  Rental equipment                    1,877         2,241    -16.2%            1,013         1,305     -22.4%
Delivery and installation             5,479         8,924    -38.6%            3,350         4,321     -22.5%
Other                                15,294        15,749     -2.9%            7,779         8,092      -3.9%
                                    -------       -------                     ------        ------
  Total gross profit                113,304       125,910    -10.0%           57,023        62,399      -8.6%

Selling, general & administrative
expenses (excluding non-cash
charges)                             37,253        41,340     -9.9%           17,662        19,833     -10.9%


ADJUSTED EBITDA (a)                  76,051        84,570    -10.1%           39,361        42,566      -7.5%
Interest expense                     40,906        42,532     -3.8%           20,259        21,361      -5.2%
Depreciation and amortization        31,949        28,346     12.7%           16,241        14,289      13.7%
Non-cash charges: non-cash stock
compensation expense                  1,705         2,610    -34.7%            1,694         2,610      -35.1%
Income tax expense                      596         4,459    -86.6%              466         1,410      -67.0%
                                      -----         -----                       ----         -----
Net Income                       $      895      $  6,623    -86.5%         $    701     $   2,896      -75.8%
                                      =====         =====                       ====         =====
</TABLE>
<TABLE>

Reconciliation of Adjusted EBITDA to cash flow from operating activities - the most comparable GAAP measure:
<S>                              <C>             <C>                        <C>          <C>

Adjusted EBITDA (a)              $   76,051      $ 84,570                   $ 39,361     $  42,566
Decrease (increase) in net
  accounts receivable                 9,306         5,287                     (1,211)       (1,034)
Increase (decrease) in
  accounts payable
  and accrued expenses                9,191          (945)                    17,899         6,629
Interest paid                       (38,005)      (37,559)                   (32,225)      (30,297)
Decrease in other assets              2,461         2,499                      6,449         3,745
(Decrease) increase in other
  liabilities                          (729)       (6,083)                       245        (5,108)
Gain on sale of rental equipment     (1,877)       (2,241)                    (1,013)       (1,305)
                                      -----         -----                      -----         -----
Cash flow from operating
  activities                     $   56,398      $ 45,528                   $ 29,505     $  15,196
                                     ======        ======                     ======        ======
</TABLE>

(a) The Company defines Adjusted EBITDA as earnings before  deducting  interest,
income  taxes,  depreciation,  amortization  and non-cash  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.
<PAGE>


                             Williams Scotsman, Inc.
                Summary Consolidated Financial Information (continued)
                                  (unaudited)
                 (dollars in thousands, except monthly rental rates)

                                                                 June 30,
                                                             2003        2002
Balance Sheet Data (at period end):                         -------     -------
Rental equipment, net                                     $ 851,117   $ 860,421
Total assets                                              1,218,788   1,249,243
Total debt                                                  952,653   1,019,316


Financial Ratio Data (at period end):
Leverage ratio (b)                                             5.75        5.62
Leverage ratio (c)                                             8.68       14.35
Cash interest coverage ratio  (b)                              2.12        2.42
Cash interest coverage ratio  (c)                              1.41        0.95





                                       Six Months Ended      Three Months Ended
                                           June 30,               June 30,
Other Data:                             2003      2002         2003      2002
                                      -------    -------     --------   -------
Lease fleet units (d)                  93,800     93,500       93,800    93,500
Lease fleet units (e)                  93,700     93,700       93,600    93,600
Utilization rate (e)                       76%        78%          76%       78%
Monthly rental rate (e)              $    253  $     264    $     251  $    264
Fleet capital expenditures (b)       $ 15,321  $  13,900    $  10,064  $  6,896
Total capital expenditures (b)       $ 19,679  $  20,803    $  12,144  $ 11,043
Availability under revolving
  credit facility (b) (d) (f)        $213,154  $ 161,633    $ 213,154  $161,633


Reconciliation of Adjusted EBITDA used in calculating leverage and cash interest
coverage  ratio  covenants per the credit  agreement to cash flow from operating
activities-the most comparable GAAP measure:

                                                               As of June 30,
                                                              2003        2002
                                                            -------     -------
Adjusted EBITDA - trailing 12 months (b)(g)               $ 165,735    $181,457
   Decrease (increase) in net accounts receivable            14,453      (4,687)
   Increase (decrease) in accounts payable and
      accrued expenses                                       11,605      (5,372)
   Interest paid                                            (77,190)    (78,673)
   Decrease (increase) in other assets                        3,293      (8,729)
   Decrease in other liabilities                             (1,669)     (7,827)
   Gain on sale of rental equipment                          (5,462)     (5,132)
   Pro forma EBITDA impact of acquisitions (b)               (1,031)          -
                                                            -------       -----
Cash flow from operating activities - trailing
    12 months                                             $ 109,734   $  71,037
                                                            =======      ======

(b)Calculated in accordance with the Company's  credit  agreement
(c)Calculated using cash flow from operating activities, the most comparable
   GAAP measure
(d)End of period
(e)Average for period
(f)Because of leverage ratio covenant restrictions, borrowing availability at
   June 30, 2003 and 2002 was limited to $8,610 and $51,280, respectively.
(g)The Adjusted EBITDA used in calculating the cash interest coverage covenant
   for the 12 month trailing periods ended June 2003 and 2002 is $164,704 and
   $181,457 respectively.

<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": "03814678"}, "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): July 31, 2003

                             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        (Commission File Number)          (I.R.S. Employer
     jurisdiction of                                        Identification No.)
     or organization)

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 5. OTHER EVENTS

On July 31, 2003, Williams Scotsman,  Inc. issued a press release announcing its
intention  to raise $150  million  through an offering of senior  secured  notes
pursuant to an exemption from the  registration  requirements  of the Securities
Act of 1933.  The press release  relating to the offering is attached as Exhibit
99.1 to this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.               DESCRIPTION OF EXHIBIT
-----------------         -----------------------------------------------------
99.1                      Press Release dated July 31, 2003 with respect to
                          Registrant's proposed offering of $150 million of
                          senior secured notes.

99.2*                     Press Release dated July 31, 2003 with respect to
                          Registrant's financial results for the three and
                          six month periods ended June 30, 2003.

*  Exhibit  99.2  hereto is  furnished  pursuant  to Item 12  hereof  and is not
intended to be incorporated by reference into any  registration  statement under
the Securities Act of 1933.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 31, 2003, Williams Scotsman,  Inc. issued a press release announcing its
results of operations for the three and six month periods ended June 30, 2003. A
copy of the press  release,  including  text and tables,  is attached as Exhibit
99.2 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.
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: July 31, 2003

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

Dated: July 31, 2003

                                  EXHIBIT INDEX

Exhibit                                       Description
-------                                       ---------------------------------
99.1                                          Press Release dated July 31, 2003
99.2                                          Press Release dated July 31, 2003
Exhibit 99.1-Press Release

                                                     For Immediate Release

For Further Information Contact:
         John C. Cantlin
         Chief Financial Officer
         (410) 931-6108

     WILLIAMS SCOTSMAN, INC ANNOUNCES PROPOSED OFFERING OF $150 MILLION OF
                              SENIOR SECURED NOTES

Baltimore,  MD, July 31, 2003 - Williams  Scotsman,  Inc.  announced today that,
subject to market  and other  conditions,  it  intends  to sell $150  million of
senior secured notes pursuant to an exemption from the registration requirements
of the Securities Act of 1933. The Company  expects to use the net proceeds from
the offering to reduce the outstanding  borrowings and/or  commitments under its
credit  facility.  It is expected that the offering will be completed during the
third quarter.

The senior  secured notes have not been  registered  under the Securities Act or
applicable  state  securities  laws, and may not be offered or sold in the U.S.,
absent registration or an applicable  exemption from registration  requirements.
This press release shall not constitute an offer to sell or the  solicitation of
an  offer  to buy  these  securities,  nor  shall  there  be any  sale of  these
securities  in any state in which  such  offer,  solicitation  or sale  would be
unlawful prior to the registration or qualification under the securities laws of
any such state.

Williams Scotsman,  Inc.,  headquartered in Baltimore, MD, is the second largest
lessor of mobile  office  and  storage  units in the United  States and  Canada,
ranked by fleet size and revenues.  For  additional  information on the Company,
please visit its web site at www.willscot.com.

                              NOTE TO PRESS RELEASE

     This press release contains  forward-looking  statements regarding Williams
Scotsman and its financing  arrangements,  including its expectations  that this
offering  will be  successfully  completed  consistent  with the terms  outlined
above.  Actual  results  and  developments  may  differ  materially  from  those
contemplated  by these  statements  depending on, among others,  satisfaction of
customary closing conditions,  as well as changes in the securities or financial
markets or in general economic  conditions,  the availability of equity and debt
financing and global  political  developments.  Except as expressly  required by
law, Williams Scotsman  disclaims any obligation to update these forward looking
statements to reflect events or circumstances  after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.
Exhibit 99.2 - Press Release

For Further Information Contact:
         John C. Cantlin
         Chief Financial Officer
         (410) 931-6108

    WILLIAMS SCOTSMAN, INC. REPORTS OPERATING RESULTS FOR SECOND QUARTER 2003

Baltimore, MD, July 31, 2003 - Williams Scotsman, Inc. announced today cash flow
from  operating  activities of $29.5 million for the second  quarter of 2003; an
increase of 94.2% from the $15.2 million in the second quarter of 2002. Adjusted
EBITDA for the second  quarter  of 2003 was $39.4  million,  which was down 7.5%
from the  $42.6  million  in the  comparable  period of 2002.  Revenues  for the
quarter ended June 30, 2003 decreased 7.1% to $107.8 million from $116.1 million
in the  comparable  period of 2002.  Gross profit,  excluding  depreciation  and
amortization,  for the quarter  ended June 30, 2003 was $57.0  million,  an 8.6%
decrease from the second quarter 2002 gross profit of $62.4 million. The Company
reported cash flow from operating activities of $56.4 million for the six months
ended  June 30,  2003;  an  increase  of 23.9%  from the  $45.5  million  in the
comparable period of 2002.  Adjusted EBITDA for the first half of 2003 was $76.1
million, which was down 10.1% from the $84.6 million in the comparable period of
2002.  Revenues for the six months ended June 30, 2003 decreased 11.6% to $208.5
million from $236.0 million in the same period of 2002. Gross profit,  excluding
depreciation and amortization, for the six months ended June 30, 2003 was $113.3
million,  a 10.0%  decrease  from the first half of 2002 gross  profit of $125.9
million.

The  substantial  increases in net cash flow from  operating  activities for the
three and six month  periods  ended June 30, 2003 over the same  periods in 2002
are primarily a result of the Company's efforts to increase working capital.

The Company's  financial  results  reflect a 6.8% and a 7.4% decrease in leasing
revenue for the three and six month periods  ended June 30, 2003,  respectively.
This decrease in leasing revenues is due to continued soft economic  conditions,
which impacted fleet  utilization,  as well as  competitive  pricing  pressures.
Average fleet  utilization of approximately 76% for the second quarter and first
half of 2003 was down  approximately 2% from the same periods of the prior year.
The average  monthly  rental rate  decreased  5% and 4% to $251 and $253 for the
second  quarter  and  first  half  of  the  year,  respectively.   Delivery  and
installation  revenues  decreased by 5.0% and 17.9% and new unit sales  revenues
decreased  12.4% and 20.8% for the three and six month  periods  ended  June 30,
2003, respectively. These decreases were primarily due to a large school project
in 2002 which  accounted  for 44% of the decrease in new unit sales and delivery
and installation revenues for the first half of 2003. In addition, the impact of
severe weather,  particularly in the mid-Atlantic and northeastern  parts of the
United States, and the growing effect of state budget issues in certain parts of
the country have produced some delays of projects and initiatives  that affected
the Company's  operating  results for both the second  quarter and first half of
2003.

Gross profit from leasing, excluding depreciation and amortization, decreased by
7.2% to $42.2  million for the second  quarter and by 7.5% to $85.2  million for
the six month period ended June 30, 2003. This decrease,  that resulted from the
decrease in revenue  described  above, was partially offset by a $.6 million and
$1.7 million  improvement  in cost of leasing for the second quarter and the six
month period ended June 30, 2003, respectively,  as compared to the same periods
of 2002. The leasing gross margin percentage  remained  relatively flat for both
the quarter and six months ended June 2003 in  comparison  with the same periods
of the prior year. The decrease in new unit sales and delivery and  installation
gross profit dollars  resulted from the decrease in revenue  described above, as
well as increased redeployment costs.

Selling, general and administrative expenses for the quarter ended June 30, 2003
decreased  by $2.2 million or 10.9% to $17.7  million from $19.8  million in the
same period  2002.  Selling,  general and  administrative  expenses  for the six
months ended June 30, 2003  decreased  by $4.1 million or 9.9% to $37.3  million
from $41.3 million in the same period 2002.  This was achieved by continuing the
Company's cost control  initiatives,  primarily  reductions in personnel related
costs.

The Company is in the process of exploring  opportunities to refinance a portion
of its existing credit facility.  On July 31,  management held a conference call
with its bank group to discuss  proposed  amendments to the  leverage,  interest
coverage, and utilization covenants contained in the bank agreement. The Company
expects this  refinancing  and the  amendments,  if successful,  to be completed
during the third quarter.

Williams Scotsman has scheduled a conference call for Friday,  August 1, 2003 at
2:00 PM Eastern Time to discuss its second  quarter  results.  To participate in
the conference  call, dial  952-556-2803  and ask to be placed into the Williams
Scotsman  call. A replay of the call will be available  approximately  two hours
after the live broadcast ends and will be accessible until 11:59 PM on August 9,
2003.  To access  the  replay,  dial  800-615-3210  domestically  (international
callers can dial 703-326-3020) and enter confirmation # 215911.

Williams Scotsman,  Inc.,  headquartered in Baltimore, MD, is the second largest
lessor of mobile  office  and  storage  units in the United  States and  Canada,
ranked by fleet size and revenues.  For  additional  information on the Company,
please visit its web site at www.willscot.com.

All statements  other than  statements of historical fact included in this press
release are forward-looking statements and involve expectations, beliefs, plans,
intentions or strategies  regarding  the future.  Although the Company  believes
that  the  expectations  reflected  in  these  forward-looking   statements  are
reasonable,  it assumes no  responsibility  for the accuracy and completeness of
these forward-looking  statements and gives no assurance that these expectations
will prove to have been  correct.  Important  factors  that could  cause  actual
results to differ materially from the Company's expectations are disclosed under
"Risk Factors" and elsewhere in the Company's  10-K, 10-Q and other SEC filings.
The Company assumes no obligation to update any forward-looking statement.
Williams Scotsman, Inc.
            Summary Consolidated Financial Information ( unaudited )
                             (dollars in thousands)

                                \-----Six Months Ended June 30,----\       \Three Months Ended June 30, 2003\
Operations Data:                                             Percent                                  Percent
Revenues                             2003           2002     Change            2003          2002     Change
                                     ----           ----     ------            ----          ----     ------
Leasing                          $  107,034     $ 115,643     -7.4%         $ 53,560     $  57,447     -6.8%
Sales:

   New Units                         32,677        41,265    -20.8%           18,027        20,582     -12.4%
   Rental equipment                   9,653        10,179     -5.2%            5,236         5,518      -5.1%
Delivery and installation            40,302        49,104    -17.9%           21,374        22,495      -5.0%
Other                                18,868        19,773     -4.6%            9,631        10,055      -4.2%
                                     ------        ------                    -------       -------
   Total revenues                   208,534       235,964    -11.6%          107,828       116,097      -7.1%

Gross profit
Leasing, excluding depreciation
   and amortization                  85,173        92,102     -7.5%           42,128        45,394      -7.2%
Sales:
  New units                           5,481         6,894    -20.5%            2,753         3,287     -16.2%
  Rental equipment                    1,877         2,241    -16.2%            1,013         1,305     -22.4%
Delivery and installation             5,479         8,924    -38.6%            3,350         4,321     -22.5%
Other                                15,294        15,749     -2.9%            7,779         8,092      -3.9%
                                    -------       -------                     ------        ------
  Total gross profit                113,304       125,910    -10.0%           57,023        62,399      -8.6%

Selling, general & administrative
expenses (excluding non-cash
charges)                             37,253        41,340     -9.9%           17,662        19,833     -10.9%

ADJUSTED EBITDA (a)                  76,051        84,570    -10.1%           39,361        42,566      -7.5%
Interest expense                     40,906        42,532     -3.8%           20,259        21,361      -5.2%
Depreciation and amortization        31,949        28,346     12.7%           16,241        14,289      13.7%
Non-cash charges: non-cash stock
compensation expense                  1,705         2,610    -34.7%            1,694         2,610      -35.1%
Income tax expense                      596         4,459    -86.6%              466         1,410      -67.0%
                                      -----         -----                       ----         -----
Net Income                       $      895      $  6,623    -86.5%         $    701     $   2,896      -75.8%
                                      =====         =====                       ====         =====
Reconciliation of Adjusted EBITDA to cash flow from operating activities - the most comparable GAAP measure:
Adjusted EBITDA (a)              $   76,051      $ 84,570                   $ 39,361     $  42,566
Decrease (increase) in net
  accounts receivable                 9,306         5,287                     (1,211)       (1,034)
Increase (decrease) in
  accounts payable
  and accrued expenses                9,191          (945)                    17,899         6,629
Interest paid                       (38,005)      (37,559)                   (32,225)      (30,297)
Decrease in other assets              2,461         2,499                      6,449         3,745
(Decrease) increase in other
  liabilities                          (729)       (6,083)                       245        (5,108)
Gain on sale of rental equipment     (1,877)       (2,241)                    (1,013)       (1,305)
                                      -----         -----                      -----         -----
Cash flow from operating
  activities                     $   56,398      $ 45,528                   $ 29,505     $  15,196
                                     ======        ======                     ======        ======
(a) The Company defines Adjusted EBITDA as earnings before  deducting  interest,
income  taxes,  depreciation,  amortization  and non-cash  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.
Williams Scotsman, Inc.
                Summary Consolidated Financial Information (continued)
                                  (unaudited)
                 (dollars in thousands, except monthly rental rates)

                                                                 June 30,
                                                             2003        2002
Balance Sheet Data (at period end):                         -------     -------
Rental equipment, net                                     $ 851,117   $ 860,421
Total assets                                              1,218,788   1,249,243
Total debt                                                  952,653   1,019,316

Financial Ratio Data (at period end):
Leverage ratio (b)                                             5.75        5.62
Leverage ratio (c)                                             8.68       14.35
Cash interest coverage ratio  (b)                              2.12        2.42
Cash interest coverage ratio  (c)                              1.41        0.95

                                       Six Months Ended      Three Months Ended
                                           June 30,               June 30,
Other Data:                             2003      2002         2003      2002
                                      -------    -------     --------   -------
Lease fleet units (d)                  93,800     93,500       93,800    93,500
Lease fleet units (e)                  93,700     93,700       93,600    93,600
Utilization rate (e)                       76%        78%          76%       78%
Monthly rental rate (e)              $    253  $     264    $     251  $    264
Fleet capital expenditures (b)       $ 15,321  $  13,900    $  10,064  $  6,896
Total capital expenditures (b)       $ 19,679  $  20,803    $  12,144  $ 11,043
Availability under revolving
  credit facility (b) (d) (f)        $213,154  $ 161,633    $ 213,154  $161,633

Reconciliation of Adjusted EBITDA used in calculating leverage and cash interest
coverage  ratio  covenants per the credit  agreement to cash flow from operating
activities-the most comparable GAAP measure:

                                                               As of June 30,
                                                              2003        2002
                                                            -------     -------
Adjusted EBITDA - trailing 12 months (b)(g)               $ 165,735    $181,457
   Decrease (increase) in net accounts receivable            14,453      (4,687)
   Increase (decrease) in accounts payable and
      accrued expenses                                       11,605      (5,372)
   Interest paid                                            (77,190)    (78,673)
   Decrease (increase) in other assets                        3,293      (8,729)
   Decrease in other liabilities                             (1,669)     (7,827)
   Gain on sale of rental equipment                          (5,462)     (5,132)
   Pro forma EBITDA impact of acquisitions (b)               (1,031)          -
                                                            -------       -----
Cash flow from operating activities - trailing
    12 months                                             $ 109,734   $  71,037
                                                            =======      ======

(b)Calculated in accordance with the Company's  credit  agreement
(c)Calculated using cash flow from operating activities, the most comparable
   GAAP measure
(d)End of period
(e)Average for period
(f)Because of leverage ratio covenant restrictions, borrowing availability at
   June 30, 2003 and 2002 was limited to $8,610 and $51,280, respectively.
(g)The Adjusted EBITDA used in calculating the cash interest coverage covenant
   for the 12 month trailing periods ended June 2003 and 2002 is $164,704 and
   $181,457 respectively.