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): September 30, 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 September 30, 2004, Williams Scotsman, Inc. issued a press release announcing
its results of  operations  for the two and eight month periods ended August 31,
2004 and the  completion  of a credit  facility  amendment.  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
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  the  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>




                                   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: September 30, 2004





                                  EXHIBIT INDEX


Exhibit                           Description
-------                           -----------
99.1                              Press Release dated September 30, 2004
[{"type": "8-K", "sequence": "1", "filename": "wsi_83104-8k.txt", "description": "WILLIAMS SCOTSMAN AUGUST EARNINGS AND AMENDMENT", "secsgml_size_bytes": 4272}]
{"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": "041055808"}, "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): September 30, 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 September 30, 2004, Williams Scotsman, Inc. issued a press release announcing
its results of  operations  for the two and eight month periods ended August 31,
2004 and the  completion  of a credit  facility  amendment.  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
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  the  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.
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: September 30, 2004

                                  EXHIBIT INDEX

Exhibit                           Description
-------                           -----------
99.1                              Press Release dated September 30, 2004