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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 recorded) - April 14, 1997

                        Commission File Number: 033-68444

                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)


         Maryland                                      52-0665775
(State of Incorporation)                 (I.R.S. Employer Identification Number)

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

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




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<PAGE>

Item 5.  Other Events.

     On April 14, 1997, Scotsman Holdings,  Inc.  (Holdings),  parent company of
Williams Scotsman,  Inc., executed a definitive agreement with The Cypress Group
and Keystone,  Inc., whereby each would purchase  approximately 45% of the stock
of  Holdings.  The  transaction,  which is expected  to close by early June,  is
valued at  approximately  $675  million,  including  the  assumption of debt and
certain other liabilities and expenses.  A copy of the press release  announcing
the  execution of the agreement is filed as Exhibit 99 to the Form 8-K.

     On April 21, 1997,  the Company  announced that Gerard E. Holthaus has been
elected to serve as President and Chief  Executive  Officer,  replacing Barry P.
Gossett as CEO,  and Gerard E.  Keefe has been  elected to serve as Senior  Vice
President,  Chief Financial Officer and Treasurer.  Mr. Gossett will continue to
serve as Chairman of the Board.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits. 

(a)      Not applicable
(b)      Not applicable
(c)      Exhibits

         99.  Press Release dated April 14, 1997.




















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<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, hereunto duly authorized, on the 21st day of April, 1997.


                                  WILLIAMS SCOTSMAN, INC.



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

 























                                       3
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{"company-data": {"conformed-name": "SCOTSMAN GROUP 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": "97584330"}, "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"}}
================================================================================

                       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 recorded) - April 14, 1997

                        Commission File Number: 033-68444

                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)

         Maryland                                      52-0665775
(State of Incorporation)                 (I.R.S. Employer Identification Number)

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

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

================================================================================
Item 5.  Other Events.

     On April 14, 1997, Scotsman Holdings,  Inc.  (Holdings),  parent company of
Williams Scotsman,  Inc., executed a definitive agreement with The Cypress Group
and Keystone,  Inc., whereby each would purchase  approximately 45% of the stock
of  Holdings.  The  transaction,  which is expected  to close by early June,  is
valued at  approximately  $675  million,  including  the  assumption of debt and
certain other liabilities and expenses.  A copy of the press release  announcing
the  execution of the agreement is filed as Exhibit 99 to the Form 8-K.

     On April 21, 1997,  the Company  announced that Gerard E. Holthaus has been
elected to serve as President and Chief  Executive  Officer,  replacing Barry P.
Gossett as CEO,  and Gerard E.  Keefe has been  elected to serve as Senior  Vice
President,  Chief Financial Officer and Treasurer.  Mr. Gossett will continue to
serve as Chairman of the Board.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits. 

(a)      Not applicable
(b)      Not applicable
(c)      Exhibits

         99.  Press Release dated April 14, 1997.

                                       2
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, hereunto duly authorized, on the 21st day of April, 1997.

                                  WILLIAMS SCOTSMAN, INC.

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

 

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