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                                      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): November 5, 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)

     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))


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<PAGE>




ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 5, 2004,  Williams Scotsman,  Inc. issued a press release announcing
its results of operations for the three and nine-month  periods ended  September
30, 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  2.02 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 2.02 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.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          ( c ) Exhibits

          Exhibit          Description
          -------          -----------
          99.1             Press release dated November 5, 2004 (furnished
                           pursuant to Item 2.02)
<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 and
                                                  Acting Chief Financial Officer

Dated: November 5, 2004
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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": "041123089"}, "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): November 5, 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)

     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 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 5, 2004,  Williams Scotsman,  Inc. issued a press release announcing
its results of operations for the three and nine-month  periods ended  September
30, 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  2.02 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 2.02 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          ( c ) Exhibits

          Exhibit          Description
          -------          -----------
          99.1             Press release dated November 5, 2004 (furnished
                           pursuant to Item 2.02)
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 and
                                                  Acting Chief Financial Officer

Dated: November 5, 2004