SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): February 18, 2005

                             Williams Scotsman, Inc.
                             -----------------------
             (Exact name of registrant as specified in its charter)

      Maryland                  033-68444                    52-0665775
      --------                  ---------                    ----------
  (State or other        (Commission File Number)   (IRS Employer Identification
 jurisdiction of
incorporation) No.)

8211 Town Center Drive
Baltimore, Maryland                                           21236
---------------------------------------                       -----
(Address of principal executive offices)                   (Zip Code)

 Registrant's telephone number, including
        area code:                                       (410) 931-6000
                                                         --------------

                                 Not applicable
         ------------------------------------------------------
          (Former name or former address, 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 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 18, 2005, Williams Scotsman,  Inc. issued a press release announcing
its results of  operations  for the quarter and year ended  December 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  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  and held for sale 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 February 18, 2005
                          (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: February 18, 2005
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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": "05628016"}, "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, DC 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): February 18, 2005

                             Williams Scotsman, Inc.
                             -----------------------
             (Exact name of registrant as specified in its charter)

      Maryland                  033-68444                    52-0665775
      --------                  ---------                    ----------
  (State or other        (Commission File Number)   (IRS Employer Identification
 jurisdiction of
incorporation) No.)

8211 Town Center Drive
Baltimore, Maryland                                           21236
---------------------------------------                       -----
(Address of principal executive offices)                   (Zip Code)

 Registrant's telephone number, including
        area code:                                       (410) 931-6000
                                                         --------------

                                 Not applicable
         ------------------------------------------------------
          (Former name or former address, 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 February 18, 2005, Williams Scotsman,  Inc. issued a press release announcing
its results of  operations  for the quarter and year ended  December 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  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  and held for sale 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 February 18, 2005
                          (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: February 18, 2005