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): January 21, 2005


                             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)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




<PAGE>



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective  February 8, 2005, the  Compensation  Committee of Williams  Scotsman,
Inc.'s (the "Company") Board of Directors approved the 2005 Management Incentive
Plan to be paid during the first quarter of 2006. Annual bonuses are paid to key
management  personnel  pursuant  to a  formula  tied to annual  budgeted  EBITDA
performance.  If the targeted  performance  is  achieved,  a bonus is paid in an
amount equal to a fixed dollar amount.  If performance  exceeds targeted levels,
bonuses may be paid at an accelerated rate based on a formula not to exceed 150%
of the fixed dollar amount. If minimum targets are not achieved,  no bonuses are
paid. Annual bonuses for the Company's Chief Executive  Officers,  and all other
Executive  Officers,  including the five highest paid executives  officers,  are
reviewed and approved by the Compensation Committee.

Effective  January 21, 2005, the Company has entered into a Severance  Agreement
and General Release (the "Agreement") with Sonney Taragin,  the Company's former
Vice  President-Information  Technology.  Under the terms of the Agreement,  the
Company is required to pay Mr.  Taragin,  in addition to any amounts  earned but
not yet paid to him, the equivalent of six (6) months of his base salary through
October 31,2005,  an automobile  allowance through July 31, 2005 plus $26,250 as
his  management  incentive for the year ended  December 31, 2004. Mr. Taragin is
entitled to medical coverage under the Company's medical plans until October 31,
2005 and he is  allowed  to  retain  his  Company  laptop  and cell  phone.  The
Agreement also provides for outplacement services equivalent to $6,000. Further,
the Agreement  contains a provision  prohibiting Mr. Taragin from disclosing any
confidential information of the Company.


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

Effective February 28, 2005, David Spalding,  a member of the Company's Board of
Directors  and Chairman of the  Company's  Audit  Committee  has  resigned.  Mr.
Spalding  has served on the  Company's  Board of  Directors  since May 1997.  He
served  on both the  Company's  Audit  Committee,  as  Chairman,  as well as the
Company's Compensation  Committee.  Mr. Spalding has been a Vice Chairman of The
Cypress Group  (Cypress) since its formation in April 1994.  Cypress,  a private
equity investment firm, is a holder of 41.28% of Scotsman Holdings, Inc.'s (SHI)
(owner of 100% of the Company's  common stock),  common stock. Mr. Spalding left
the board under mutually  agreeable terms and without any disagreement  with the
Company,  or relating  to the  Company's  operations,  policies,  or  practices.
Michael  Finley,  currently a member of the Board of Directors and the Company's
Audit Committee will replace Mr. Spalding as Chairman of the Audit Committee.

Subject to an Investor  Stockholders  Agreement between SHI and certain of SHI's
Stockholders,  Cypress may  designate  up to three  individuals  to serve on the
Company's board. As a result,  effective  February 28, 2005, James L. Singleton,
Co-Chairman  of  Cypress,  filled Mr.  Spalding's  position  on the  board.  Mr.
Singleton was a   director of the Company between May 1997 and April 2001.
He has  served  on  numerous  boards  and  is  currently  a  director  of  WESCO
International,  ClubCorp,  Danka Business  Systems,  and Meow Mix. Mr. Singleton
will serve on the Company's Compensation Committee.




                                   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.

<PAGE>

                                               WILLIAMS SCOTSMAN, INC.



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


Dated: March 4, 2005
[{"type": "8-K", "sequence": "1", "filename": "wsi_30405-8k.txt", "description": "DEPARTURE OF OFFICER-DIRECTOR", "secsgml_size_bytes": 6096}]
{"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": "05661408"}, "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): January 21, 2005

                             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)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective  February 8, 2005, the  Compensation  Committee of Williams  Scotsman,
Inc.'s (the "Company") Board of Directors approved the 2005 Management Incentive
Plan to be paid during the first quarter of 2006. Annual bonuses are paid to key
management  personnel  pursuant  to a  formula  tied to annual  budgeted  EBITDA
performance.  If the targeted  performance  is  achieved,  a bonus is paid in an
amount equal to a fixed dollar amount.  If performance  exceeds targeted levels,
bonuses may be paid at an accelerated rate based on a formula not to exceed 150%
of the fixed dollar amount. If minimum targets are not achieved,  no bonuses are
paid. Annual bonuses for the Company's Chief Executive  Officers,  and all other
Executive  Officers,  including the five highest paid executives  officers,  are
reviewed and approved by the Compensation Committee.

Effective  January 21, 2005, the Company has entered into a Severance  Agreement
and General Release (the "Agreement") with Sonney Taragin,  the Company's former
Vice  President-Information  Technology.  Under the terms of the Agreement,  the
Company is required to pay Mr.  Taragin,  in addition to any amounts  earned but
not yet paid to him, the equivalent of six (6) months of his base salary through
October 31,2005,  an automobile  allowance through July 31, 2005 plus $26,250 as
his  management  incentive for the year ended  December 31, 2004. Mr. Taragin is
entitled to medical coverage under the Company's medical plans until October 31,
2005 and he is  allowed  to  retain  his  Company  laptop  and cell  phone.  The
Agreement also provides for outplacement services equivalent to $6,000. Further,
the Agreement  contains a provision  prohibiting Mr. Taragin from disclosing any
confidential information of the Company.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

Effective February 28, 2005, David Spalding,  a member of the Company's Board of
Directors  and Chairman of the  Company's  Audit  Committee  has  resigned.  Mr.
Spalding  has served on the  Company's  Board of  Directors  since May 1997.  He
served  on both the  Company's  Audit  Committee,  as  Chairman,  as well as the
Company's Compensation  Committee.  Mr. Spalding has been a Vice Chairman of The
Cypress Group  (Cypress) since its formation in April 1994.  Cypress,  a private
equity investment firm, is a holder of 41.28% of Scotsman Holdings, Inc.'s (SHI)
(owner of 100% of the Company's  common stock),  common stock. Mr. Spalding left
the board under mutually  agreeable terms and without any disagreement  with the
Company,  or relating  to the  Company's  operations,  policies,  or  practices.
Michael  Finley,  currently a member of the Board of Directors and the Company's
Audit Committee will replace Mr. Spalding as Chairman of the Audit Committee.

Subject to an Investor  Stockholders  Agreement between SHI and certain of SHI's
Stockholders,  Cypress may  designate  up to three  individuals  to serve on the
Company's board. As a result,  effective  February 28, 2005, James L. Singleton,
Co-Chairman  of  Cypress,  filled Mr.  Spalding's  position  on the  board.  Mr.
Singleton was a   director of the Company between May 1997 and April 2001.
He has  served  on  numerous  boards  and  is  currently  a  director  of  WESCO
International,  ClubCorp,  Danka Business  Systems,  and Meow Mix. Mr. Singleton
will serve on the Company's Compensation Committee.

                                   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: March 4, 2005