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 1, 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 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits



EXHIBIT NO.                                          DESCRIPTION OF EXHIBIT
----------                                           -------------------------
99                                                   Press Release dated May 1,
                                                     2003 with respect to
                                                     Registrant's financial
                                                     results for the three
                                                     months ended March 31,
                                                     2003.



ITEM 9.  REGULATION FD DISCLOSURE

     On May 1, 2003,  Williams Scotsman,  Inc. issued a press release announcing
its results of  operations  for the three months ended March 31, 2003. A copy of
the press  release,  including  text and tables  (Exhibit  99  below),  is being
furnished  in this  Current  Report  on Form  8-K in  accordance  with  Item 12:
"Results of  Operations  and  Financial  Condition"  pursuant to SEC Release No.
33-8216.  The press release included in Exhibit 99 is also being furnished under
Item 9 "Regulation FD Disclosure" in accordance with SEC Release No. 33-7881.

     The  information in 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 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.

                                   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 1, 2003


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

Dated: May 1, 2003


<PAGE>


                                                    Exhibit 99 - Press Release



For Further Information Contact:
         John C. Cantlin
         Chief Financial Officer
         (410) 931-6108


    WILLIAMS SCOTSMAN, INC. REPORTS OPERATING RESULTS FOR FIRST QUARTER 2003

Baltimore,  MD, May 1, 2003 - Williams Scotsman,  Inc. announced today cash flow
from  operating  activities  of $29.6  million for the first  quarter of 2003; a
decrease of 2% from the $30.3  million  reported  in the first  quarter of 2002.
Adjusted EBITDA for the first quarter of 2003 was $36.7 million,  which was down
12.7% from the $42.0 million in the comparable period of 2002.  Revenues for the
quarter  ended  March 31, 2003  decreased  16.0% to $100.7  million  from $119.9
million in the comparable period of 2002. Gross profit,  excluding  depreciation
and  amortization,  for the quarter ended March 31, 2003 was $56.3  million,  an
11.4% decrease from the first quarter 2002 gross profit of $63.5 million.

The Company's  financial  results  reflect  a  28.9%  decrease  in  delivery and
installation  revenue and a 29.2% decrease in sales of new units for the quarter
ended March 31, 2003.  The decreases in delivery and  installation  and sales of
new units  revenues were  primarily  due to a large school  project in the first
quarter  of 2002,  which  accounted  for 64% of the  decrease  in new  sales and
delivery and installation  revenues.  Leasing revenue  decreased by 8.1% for the
quarter as  compared  to the first  quarter of 2002.  This  decrease  in leasing
revenue is due to continued softening economic conditions,  which impacted fleet
utilization,  as well as competitive pricing pressures.  In addition, the impact
of severe winter weather,  particularly  in the  mid-Atlantic  and  northeastern
parts of the United  States,  and the growing  effect of state budget  issues in
certain  parts  of the  country  have  produced  some  delays  of  projects  and
initiatives that affected the Company's  operating results for the first quarter
of 2003.

Gross profit from leasing,  excluding  depreciation and amortization,  decreased
7.8% to $43.0  million  for the first  quarter  of 2003  from the $46.7  million
reported  for the same period of 2002.  This  decrease was  attributable  to the
decline in average  fleet  utilization  and average  monthly  rental  rate.  The
average  monthly  rental  rate for the  quarter  decreased  3.8% as a result  of
competitive  pricing  pressures and to a lesser extent changes in fleet mix. The
average  fleet  utilization  of  approximately  76% for  the  quarter  was  down
approximately  3% from the same  period of the prior year.  The leasing  revenue
decline was partially offset by a $1.1 million improvement in cost of leasing as
compared to the first  quarter of 2002.  The  leasing  gross  margin  percentage
remained  flat for the quarter in  comparison  with the same period of the prior
year.

Selling,  general and  administrative  expenses for the quarter  ended March 31,
2003  decreased by $1.9 million or 8.9% to $19.6  million from $21.5  million in
the same period 2002. This was achieved by continuing the Company's cost control
initiatives, primarily reductions in personnel related costs.

Williams  Scotsman has scheduled a conference  call for Tuesday,  May 6, 2003 at
2:00 PM Eastern Time to discuss its first quarter results. To participate in the
conference  call,  dial  952-556-2826  and ask to be  placed  into the  Williams
Scotsman  call. A replay of the call will be available  approximately  two hours
after the live broadcast  ends and will be accessible  until 11:59 PM on May 13,
2003.  To access  the  replay,  dial  800-615-3210  domestically  (international
callers can dial 703-326-3020) and enter reservation # 113128.


<PAGE>


Williams Scotsman,  Inc.,  headquartered in Baltimore, MD, is the second largest
lessor of mobile  office  and  storage  units in the United  States and  Canada,
ranked by fleet size and revenues.  For  additional  information on our company,
please visit our web site at www.willscot.com.

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.


<PAGE>
<TABLE>
<CAPTION>


                             Williams Scotsman, Inc.
            Summary Consolidated Financial Information ( unaudited )
                             (dollars in thousands)

                                                                              Three Months Ended
                                                                                   March 31,                Percent
                                                                               2003           2002          Change
                                                                              -------        ------         -------
Operations Data:
<S>                                                                          <C>           <C>              <C>

Revenues
Leasing                                                                      $ 53,474      $ 58,196          -8.1%
Sales:
   New units                                                                   14,650        20,683         -29.2%
   Rental equipment                                                             4,417         4,661          -5.2%
Delivery and installation                                                      18,928        26,609         -28.9%
Other                                                                           9,237         9,718          -4.9%
                                                                              -------        ------
   Total revenues                                                             100,706       119,867         -16.0%

Gross profit
Leasing, excluding depreciation
   and amortization                                                            43,045        46,708          -7.8%
Sales:
   New units                                                                    2,728         3,607         -24.4%
   Rental equipment                                                               864           936          -7.7%
Delivery and installation                                                       2,129         4,603         -53.7%
Other                                                                           7,515         7,657          -1.9%
                                                                               ------        ------
   Total gross profit                                                          56,281        63,511         -11.4%

Selling, general & administrative
   expenses (excluding non-cash charges)                                       19,591        21,507          -8.9%
                                                                               ------        ------

Adjusted EBITDA (a)                                                          $ 36,690      $ 42,004         -12.7%
Interest expense                                                               20,647        21,171          -2.5%
Depreciation and amortization                                                  15,708        14,057          11.7%
Non-cash charges: non-cash stock compensation expense                              11            --
Income tax expense                                                                130         3,049         -95.7%
                                                                               ------       -------
Net Income                                                                   $    194      $  3,727         -94.8%
                                                                               ======       =======

Reconciliation of Adjusted EBITDA to cash flow from operating activities

Adjusted EBITDA (a)                                                          $ 36,690      $ 42,004
Decrease in net accounts receivable                                            10,258         6,328
Decrease in accounts payable and accrued expenses                              (8,614)       (7,580)
Interest paid                                                                  (5,780)       (7,263)
Increase in other assets                                                       (4,240)         (939)
Increase (decrease) in other liabilities                                        2,194        (1,357)
Gain on sale of rental equipment                                                 (864)         (936)

                                                                               ------       -------
Cash flow from operating activities                                          $ 29,644      $ 30,257
                                                                               ======       =======
</TABLE>


(a) The Company defines Adjusted EBITDA as earnings before  deducting  interest,
income  taxes,  depreciation,  amortization  and non-cash  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>


                             Williams Scotsman, Inc.
             Summary Consolidated Financial Information (continued)
                                   (unaudited)
                             (dollars in thousands)



                                                        Three Months Ended
                                                             March 31,

                                                      2003              2002
                                                     --------         --------


Balance Sheet Data (at period end):



Rental equipment, net                               $ 846,187        $ 863,280
Total assets                                        1,219,065        1,252,275
Total debt                                            965,915        1,022,048


Other Data:

Lease fleet units (b)                                  93,600           93,700
Lease fleet units (c)                                  93,700           93,800
Utilization rate (c)                                      76%              79%
Monthly rental rate (c)                                 $ 255            $ 265
Leverage ratio (d)                                       5.73             5.47
Leverage ratio (e)                                       9.73            15.89
Cash interest coverage ratio  (d)                        2.13             2.46
Cash interest coverage ratio  (e)                        1.26             0.85
Fleet capital expenditures (d)                        $ 7,890          $ 6,939
Total capital expenditures (d)                       $ 10,236          $ 9,693
Availability under revolving credit facility (b)    $ 190,373        $ 153,758



Reconciliation of Adjusted EBITDA used in calculating leverage and cash interest
coverage  ratio  covenants per the credit  agreement to cash flow from operating
activities:

                                                             As of March 31,
                                                           2003           2002
                                                         -------        -------
Adjusted EBITDA - trailing 12 months (d) (f)           $ 168,498      $ 186,717

Decrease (increase) in net accounts receivable            14,301        (15,365)
Increase in accounts payable and accrued expenses            554            877
Interest paid                                            (75,261)       (84,247)
Decrease (increase) in other assets                          916        (15,813)
Decrease in other liabilities                             (3,413)        (2,736)
Gain on sale of rental equipment                          (5,715)        (5,094)
Other adjustments (d)                                       (567)            --

Cash flow from operating activities -                     ------         ------
     trailing 12 months                                 $ 99,313       $ 64,339
                                                         ========        ======



   (b)End of period

   (c)Average for period

   (d)Calculated in accordance with the Company's credit agreement

   (e)Calculated using comparable GAAP  measure  -  cash  flow  from  operating
      activities

   (f)The  Adjusted  EBITDA  used  in  calculating the  cash  interest coverage
      covenant for the 12 month trailing periods ended  March  2003  and 2002 is
      $167,931 and $186,717, respectively.
[{"type": "8-K", "sequence": "1", "filename": "wsi_33103-8k.txt", "description": "WILLIAMS SCOTSMAN RESULTS FOR 1ST QUARTER 2003", "secsgml_size_bytes": 18107}]
{"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": "03677639"}, "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 1, 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 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.                                          DESCRIPTION OF EXHIBIT
----------                                           -------------------------
99                                                   Press Release dated May 1,
                                                     2003 with respect to
                                                     Registrant's financial
                                                     results for the three
                                                     months ended March 31,
                                                     2003.

ITEM 9.  REGULATION FD DISCLOSURE

     On May 1, 2003,  Williams Scotsman,  Inc. issued a press release announcing
its results of  operations  for the three months ended March 31, 2003. A copy of
the press  release,  including  text and tables  (Exhibit  99  below),  is being
furnished  in this  Current  Report  on Form  8-K in  accordance  with  Item 12:
"Results of  Operations  and  Financial  Condition"  pursuant to SEC Release No.
33-8216.  The press release included in Exhibit 99 is also being furnished under
Item 9 "Regulation FD Disclosure" in accordance with SEC Release No. 33-7881.

     The  information in 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 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.

                                   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 1, 2003

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

Dated: May 1, 2003
Exhibit 99 - Press Release

For Further Information Contact:
         John C. Cantlin
         Chief Financial Officer
         (410) 931-6108

    WILLIAMS SCOTSMAN, INC. REPORTS OPERATING RESULTS FOR FIRST QUARTER 2003

Baltimore,  MD, May 1, 2003 - Williams Scotsman,  Inc. announced today cash flow
from  operating  activities  of $29.6  million for the first  quarter of 2003; a
decrease of 2% from the $30.3  million  reported  in the first  quarter of 2002.
Adjusted EBITDA for the first quarter of 2003 was $36.7 million,  which was down
12.7% from the $42.0 million in the comparable period of 2002.  Revenues for the
quarter  ended  March 31, 2003  decreased  16.0% to $100.7  million  from $119.9
million in the comparable period of 2002. Gross profit,  excluding  depreciation
and  amortization,  for the quarter ended March 31, 2003 was $56.3  million,  an
11.4% decrease from the first quarter 2002 gross profit of $63.5 million.

The Company's  financial  results  reflect  a  28.9%  decrease  in  delivery and
installation  revenue and a 29.2% decrease in sales of new units for the quarter
ended March 31, 2003.  The decreases in delivery and  installation  and sales of
new units  revenues were  primarily  due to a large school  project in the first
quarter  of 2002,  which  accounted  for 64% of the  decrease  in new  sales and
delivery and installation  revenues.  Leasing revenue  decreased by 8.1% for the
quarter as  compared  to the first  quarter of 2002.  This  decrease  in leasing
revenue is due to continued softening economic conditions,  which impacted fleet
utilization,  as well as competitive pricing pressures.  In addition, the impact
of severe winter weather,  particularly  in the  mid-Atlantic  and  northeastern
parts of the United  States,  and the growing  effect of state budget  issues in
certain  parts  of the  country  have  produced  some  delays  of  projects  and
initiatives that affected the Company's  operating results for the first quarter
of 2003.

Gross profit from leasing,  excluding  depreciation and amortization,  decreased
7.8% to $43.0  million  for the first  quarter  of 2003  from the $46.7  million
reported  for the same period of 2002.  This  decrease was  attributable  to the
decline in average  fleet  utilization  and average  monthly  rental  rate.  The
average  monthly  rental  rate for the  quarter  decreased  3.8% as a result  of
competitive  pricing  pressures and to a lesser extent changes in fleet mix. The
average  fleet  utilization  of  approximately  76% for  the  quarter  was  down
approximately  3% from the same  period of the prior year.  The leasing  revenue
decline was partially offset by a $1.1 million improvement in cost of leasing as
compared to the first  quarter of 2002.  The  leasing  gross  margin  percentage
remained  flat for the quarter in  comparison  with the same period of the prior
year.

Selling,  general and  administrative  expenses for the quarter  ended March 31,
2003  decreased by $1.9 million or 8.9% to $19.6  million from $21.5  million in
the same period 2002. This was achieved by continuing the Company's cost control
initiatives, primarily reductions in personnel related costs.

Williams  Scotsman has scheduled a conference  call for Tuesday,  May 6, 2003 at
2:00 PM Eastern Time to discuss its first quarter results. To participate in the
conference  call,  dial  952-556-2826  and ask to be  placed  into the  Williams
Scotsman  call. A replay of the call will be available  approximately  two hours
after the live broadcast  ends and will be accessible  until 11:59 PM on May 13,
2003.  To access  the  replay,  dial  800-615-3210  domestically  (international
callers can dial 703-326-3020) and enter reservation # 113128.
Williams Scotsman,  Inc.,  headquartered in Baltimore, MD, is the second largest
lessor of mobile  office  and  storage  units in the United  States and  Canada,
ranked by fleet size and revenues.  For  additional  information on our company,
please visit our web site at www.willscot.com.

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.
Williams Scotsman, Inc.
            Summary Consolidated Financial Information ( unaudited )
                             (dollars in thousands)

                                                                              Three Months Ended
                                                                                   March 31,                Percent
                                                                               2003           2002          Change
                                                                              -------        ------         -------
Operations Data:
Revenues
Leasing                                                                      $ 53,474      $ 58,196          -8.1%
Sales:
   New units                                                                   14,650        20,683         -29.2%
   Rental equipment                                                             4,417         4,661          -5.2%
Delivery and installation                                                      18,928        26,609         -28.9%
Other                                                                           9,237         9,718          -4.9%
                                                                              -------        ------
   Total revenues                                                             100,706       119,867         -16.0%

Gross profit
Leasing, excluding depreciation
   and amortization                                                            43,045        46,708          -7.8%
Sales:
   New units                                                                    2,728         3,607         -24.4%
   Rental equipment                                                               864           936          -7.7%
Delivery and installation                                                       2,129         4,603         -53.7%
Other                                                                           7,515         7,657          -1.9%
                                                                               ------        ------
   Total gross profit                                                          56,281        63,511         -11.4%

Selling, general & administrative
   expenses (excluding non-cash charges)                                       19,591        21,507          -8.9%
                                                                               ------        ------

Adjusted EBITDA (a)                                                          $ 36,690      $ 42,004         -12.7%
Interest expense                                                               20,647        21,171          -2.5%
Depreciation and amortization                                                  15,708        14,057          11.7%
Non-cash charges: non-cash stock compensation expense                              11            --
Income tax expense                                                                130         3,049         -95.7%
                                                                               ------       -------
Net Income                                                                   $    194      $  3,727         -94.8%
                                                                               ======       =======

Reconciliation of Adjusted EBITDA to cash flow from operating activities

Adjusted EBITDA (a)                                                          $ 36,690      $ 42,004
Decrease in net accounts receivable                                            10,258         6,328
Decrease in accounts payable and accrued expenses                              (8,614)       (7,580)
Interest paid                                                                  (5,780)       (7,263)
Increase in other assets                                                       (4,240)         (939)
Increase (decrease) in other liabilities                                        2,194        (1,357)
Gain on sale of rental equipment                                                 (864)         (936)

                                                                               ------       -------
Cash flow from operating activities                                          $ 29,644      $ 30,257
                                                                               ======       =======
(a) The Company defines Adjusted EBITDA as earnings before  deducting  interest,
income  taxes,  depreciation,  amortization  and non-cash  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.
Williams Scotsman, Inc.
             Summary Consolidated Financial Information (continued)
                                   (unaudited)
                             (dollars in thousands)

                                                        Three Months Ended
                                                             March 31,

                                                      2003              2002
                                                     --------         --------

Balance Sheet Data (at period end):

Rental equipment, net                               $ 846,187        $ 863,280
Total assets                                        1,219,065        1,252,275
Total debt                                            965,915        1,022,048

Other Data:

Lease fleet units (b)                                  93,600           93,700
Lease fleet units (c)                                  93,700           93,800
Utilization rate (c)                                      76%              79%
Monthly rental rate (c)                                 $ 255            $ 265
Leverage ratio (d)                                       5.73             5.47
Leverage ratio (e)                                       9.73            15.89
Cash interest coverage ratio  (d)                        2.13             2.46
Cash interest coverage ratio  (e)                        1.26             0.85
Fleet capital expenditures (d)                        $ 7,890          $ 6,939
Total capital expenditures (d)                       $ 10,236          $ 9,693
Availability under revolving credit facility (b)    $ 190,373        $ 153,758

Reconciliation of Adjusted EBITDA used in calculating leverage and cash interest
coverage  ratio  covenants per the credit  agreement to cash flow from operating
activities:

                                                             As of March 31,
                                                           2003           2002
                                                         -------        -------
Adjusted EBITDA - trailing 12 months (d) (f)           $ 168,498      $ 186,717

Decrease (increase) in net accounts receivable            14,301        (15,365)
Increase in accounts payable and accrued expenses            554            877
Interest paid                                            (75,261)       (84,247)
Decrease (increase) in other assets                          916        (15,813)
Decrease in other liabilities                             (3,413)        (2,736)
Gain on sale of rental equipment                          (5,715)        (5,094)
Other adjustments (d)                                       (567)            --

Cash flow from operating activities -                     ------         ------
     trailing 12 months                                 $ 99,313       $ 64,339
                                                         ========        ======

   (b)End of period

   (c)Average for period

   (d)Calculated in accordance with the Company's credit agreement

   (e)Calculated using comparable GAAP  measure  -  cash  flow  from  operating
      activities

   (f)The  Adjusted  EBITDA  used  in  calculating the  cash  interest coverage
      covenant for the 12 month trailing periods ended  March  2003  and 2002 is
      $167,931 and $186,717, respectively.