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): May 10, 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     (Commission File Number)     (I.R.S. Employer
   of incorporation or                                       Identification No.)
     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 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 10, 2004 Williams  Scotsman,  Inc. issued a press release announcing
its results of  operations  for the quarter  ended March 31, 2004. 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 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>




                                   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: May 10, 2004


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


Dated: May 10, 2004



                                  EXHIBIT INDEX


Exhibit                           Description
-------                           -----------
99.1                              Press Release dated May 10, 2004
[{"type": "8-K", "sequence": "1", "filename": "wsi_33104-10q.txt", "description": "WILLIAMS SCOTSMAN 1ST QUARTER 2004 FORM 8-K", "secsgml_size_bytes": 4470}]
{"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": "04794460"}, "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): May 10, 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     (Commission File Number)     (I.R.S. Employer
   of incorporation or                                       Identification No.)
     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 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 10, 2004 Williams  Scotsman,  Inc. issued a press release announcing
its results of  operations  for the quarter  ended March 31, 2004. 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 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.
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: May 10, 2004

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

Dated: May 10, 2004

                                  EXHIBIT INDEX

Exhibit                           Description
-------                           -----------
99.1                              Press Release dated May 10, 2004