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): August 19, 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 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 5. OTHER EVENTS

On August 19, 2003, Williams Scotsman, Inc. issued a press  release  announcing
the completion of its $150  million offering of senior secured notes and credit
facility amendment.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
----------                          -------------------------------------------
99.1                                Press  Release  dated  August 19, 2003 with
                                    respect to  Registrant's  offering  of $150
                                    million  of   senior  secured   notes   and
                                    amending of credit facility.




                                   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: August 19, 2003




                                 EXHIBIT INDEX


Exhibit                          Description
-------                          -----------------------------------
99.1                             Press Release dated August 19, 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. COMPLETES $150 MILLION OFFERING OF SENIOR  SECURED
                        NOTES AND AMENDS CREDIT FACILITY
    --------------------------------------------------------------------------


Baltimore, MD August 19, 2003 - Williams Scotsman, Inc. today announced that it
has completed the sale of $150 million of its 10% senior secured notes due 2008
pursuant to an exemption from the  registration  requirements of the Securities
Act of 1933.  The  proceeds  of this  offering  were used  primarily to repay a
portion of the Company's indebtedness under its existing credit agreement.

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 United
States absent registration  or an applicable  exemption  from the  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  also  announced today that it has  amended  its bank credit
facility.  The  amendment,  which modifies  certain  financial  ratios that the
company is required to maintain, includes (1) increasing the permitted  maximum
leverage   ratio,  (2)  decreasing  the  required  utilization  rate,  and  (3)
decreasing the minimum interest coverage ratio.

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.
[{"type": "8-K", "sequence": "1", "filename": "wsi_81903-8k.txt", "description": "WILLIAMS SCOTSMAN PRESS RELEASE ON AUG 19, 2003", "secsgml_size_bytes": 5533}]
{"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": "03857267"}, "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): August 19, 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 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 5. OTHER EVENTS

On August 19, 2003, Williams Scotsman, Inc. issued a press  release  announcing
the completion of its $150  million offering of senior secured notes and credit
facility amendment.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
----------                          -------------------------------------------
99.1                                Press  Release  dated  August 19, 2003 with
                                    respect to  Registrant's  offering  of $150
                                    million  of   senior  secured   notes   and
                                    amending of credit facility.

                                   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: August 19, 2003

                                 EXHIBIT INDEX

Exhibit                          Description
-------                          -----------------------------------
99.1                             Press Release dated August 19, 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. COMPLETES $150 MILLION OFFERING OF SENIOR  SECURED
                        NOTES AND AMENDS CREDIT FACILITY
    --------------------------------------------------------------------------

Baltimore, MD August 19, 2003 - Williams Scotsman, Inc. today announced that it
has completed the sale of $150 million of its 10% senior secured notes due 2008
pursuant to an exemption from the  registration  requirements of the Securities
Act of 1933.  The  proceeds  of this  offering  were used  primarily to repay a
portion of the Company's indebtedness under its existing credit agreement.

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 United
States absent registration  or an applicable  exemption  from the  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  also  announced today that it has  amended  its bank credit
facility.  The  amendment,  which modifies  certain  financial  ratios that the
company is required to maintain, includes (1) increasing the permitted  maximum
leverage   ratio,  (2)  decreasing  the  required  utilization  rate,  and  (3)
decreasing the minimum interest coverage ratio.

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.