SecProbe.io

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June 1, 2005

By facsimile to (212) 373-2042 and U.S. Mail

John B. Ross, Esq.
Vice President and General Counsel
Scotsman Holdings, Inc.
8211 Town Center Drive
Baltimore, MD 21236

Re:	Scotsman Holdings, Inc.
	Registration Statement on Form S-1
	Filed April 29, 2005
	File No. 333-124459
	Annual Report on Form 10-K for the fiscal year ended December
31, 2004 and
	Subsequent Exchange Act Reports
File No. 33-78954

Dear Mr. Ross:

	We reviewed the filings and have the comments below.  Our
page
references below are to the filing`s courtesy copy.

	Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

General

1. If applicable, comments on the S-1 are comments on the 10-K and
subsequent Exchange Act reports and vice versa.  Revise future
filings under the Exchange Act to comply with applicable comments
below on the S-1.

2. We note that information is omitted throughout the S-1.  To the
extent practicable, complete the information before you amend the
S-
1.

3. If you intend to include artwork in the registration statement,
submit the artwork for our review before the registration
statement`s
effectiveness.  For any artwork included in the registration
statement:

* Ensure that the artwork does not serve as a substitute for or as
a
supplement to the prospectus` summary and business sections.

* Ensure that any graphical presentation and accompanying text
provide a balanced view of Scotsman Holdings and its business.

* Limit any artwork on the prospectus` inside front cover page to
a
single page.

* Limit any graphics to a pictorial depiction of Scotsman
Holdings`
products and services with simple labels or phrases that are
directed
to investors.  Explain the graphical representations` meaning and
significance.

* Include any information about Scotsman Holdings` third party
relationships in the prospectus` business section.  Explain the
relevance and significance of any third party relationship.

* Place any promotional material in the business section where it
can
be analyzed and understood in its proper context.

Prospectus` Outside Front Cover Page

4. We note that you omit an estimated price range for the
offering.
You may omit an estimated price range in the first amendment,
provided you give us adequate time to review the registration
statement with the estimated price range in it before requesting
acceleration of the registration statement`s effectiveness.  We
consider estimated price ranges of up to $2.00 if under $20.00 or
10%
if over $20.00 to be a good faith estimate for purposes of
requirements under the Securities Act.  Further, confirm that you
will include an estimated price range in the form of preliminary
prospectus distributed to prospective purchasers.  See Item
501(b)(3)
of Regulation S-K and the item`s instructions.

Prospectus` Inside Front Cover Page

5. Move the paragraphs after the table of contents on pages i and
ii
so that they follow the summary and risk factors sections.  See
Item
502 of Regulation S-K and section IV.B. of Release No. 33-7497.
If
your underwriter eliminates the prospectus` outside back cover
page,
you may include disclosure of dealer prospectus delivery
obligation
on page i.  Otherwise, move that disclosure to the prospectus`
outside back cover page.  See Item 502(b) of Regulation S-K.

Summary, page 1

6. The summary is much too detailed and includes information about
Scotsman Holdings and its business best included elsewhere in the
prospectus.  Revise so that the summary highlights in a brief
overview the key aspects or features of Scotsman Holdings and its
business.  In particular, delete or condense significantly
"Competitive Strengths" and "Growth Strategy."  See Item 503(a) of
Regulation S-K.  To the extent that you retain disclosure of this
nature, ensure that you balance it by summarizing significant
attendant risks.

7. We note that you present some key financial metrics for the
year
ended December 31, 2004, including revenue, EBITDA, and operating
cash flows.  We also note that a similar presentation is included
in
your earnings releases, such as the one in the Form 8-K that you
filed on May 10, 2005.  It appears to us that these metrics
present a
very limited view of your business.  Since a significant amount of
your revenue is produced from rentals, it appears to us that you
should disclose investing and financing cash flows whenever you
disclose operating cash flows, including here and on pages 10, 27,
and 45.  It also appears to us that you should disclose net income
(loss) here and on page 45.  Also comply with this comment in
future
filings.

Risk Factors, page 12

8. Some risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows.  For example, refer to
the
first, second, third, fifth, eighth, ninth, tenth, eleventh,
twelfth,
thirteenth, fifteenth, seventeenth, twenty-first, and twenty-fifth
risk factors.  State succinctly the risk that flows from the fact
or
uncertainty.

9. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude.  For example,

* The fourth risk factor states that you obtain a "significant"
portion of your revenues from the rental and sales of modular
classrooms to public school districts.  Quantify the portion of
your
revenues attributable to those rentals and sales during the
periods
presented in the financial statements.

* The eighth risk factor states that you obtain a "large" portion
of
your revenues from sales of modular space units to customers.
Quantify the portion of your revenues attributable to those sales
during the periods presented in the financial statements.

* The thirteenth risk factor states that your net operating losses
or
NOLs could provide a benefit to you, if fully used, of significant
future tax savings.  Quantify the amount of your NOLs.

* The fifteenth risk factor states that you will incur
"significant"
additional legal, accounting, and other expenses because of recent
regulatory initiatives.   Quantify the known or estimated
additional
expenses that you expect to incur.

* The seventeenth risk factor states that you are dependent on
third
parties to manufacture your products.  State whether you have
entered
into any long term purchase agreement or contract with a third
party
to manufacture your products.

10. Avoid citing risks that are vague or that are boilerplate
risks
applicable to any company at any time.  For example, it is unclear
why the intent not to pay dividends as described in the twenty-
fifth
risk factor makes this offering speculative or risky.  Similarly,
the
twelfth risk factor does not explain why this is a particular risk
to
you at this time.  For example, is there something in particular
such
as retirements or lack of binding employment agreements that would
cause key personnel to leave?  Review all risk factors, and revise
or
remove them as necessary to comply with this comment.

11. Some risk factors include language like "we cannot assure."
For
example, refer to the seventeenth and twenty-first risk factors.
Since the risk is the situation described and not your inability
to
assure, revise.

12. Refer to the twenty-first risk factor.  Quantify your debt
service requirements.

13. Refer to the twenty-third risk factor.  Quantify your pro
forma
tangible book value per share.

Disclosure Regarding Forward-Looking Statements, page 20

14. We note the bullet point referring to an industry
overcapacity.
If an overcapacity exists currently, include the disclosure in an
appropriate risk factor and what impact that could have on your
business.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 34

15. Revise the discussion of your results of operations to provide
a
more comprehensive explanation of the specific reasons for the
increase in delivery and installation as a percent of total
revenues,
the nature of other revenues, and the impact of the margins
related
to other revenues on gross profits.

Liquidity and Capital Resources, page 38

16. We note your disclosures related to operating cash flows and
EBITDA.  A significant amount of your revenue is produced from
rentals, and producing rental revenues requires you to make
expenditures on your rental fleet.  Since operating cash flows and
EBITDA exclude these expenditures, it appears to us that you
should
address clearly the potential limitations of these measures in
evaluating your operations.  It also appears to us that you should
disclose clearly that operating cash flows and EBITDA should not
be
evaluated without also considering investing and financing cash
flows
and net income (loss).

17. Address the factors that resulted in accounts receivable
increasing at a higher rate than revenue during the most recent
year
and interim period.

18. In the tabular presentation of your investment in the lease
fleet, present separately the capital expenditures on new units
from
betterments.

Contractual Obligations, page 40

19. Revise the table to include the cash requirements for
interest,
and disclose the assumptions used to estimate these amounts.

Critical Accounting Policies and Estimates
Depreciation of rental equipment, page 41

20. Based on the materiality of your rental fleet to total assets,
revise your current disclosures to include a sensitivity analysis
to
show the impact on earnings of changes in the estimates of the
useful
lives and residual value of your rental fleet.  Refer to Item
303(a)(3) of Regulation S-K and Release No. 33-8350.

Critical Accounting Policies and Estimates
Contingencies, page 42

21. Revise your disclosures to address the methodology and
assumptions underlying your estimates, the effect they had on your
financial statements, and the effect of changes in those
estimates.
Revise specifically your disclosures related to self insurance
liabilities to provide a roll-forward for each period, and, if
applicable, to address the reasons for material fluctuations in
the
amounts accrued each period.

Critical Accounting Policies and Estimates
Goodwill Impairment, page 42

22. We note that your critical accounting policy discussion is
substantially repetitious of your accounting policy in note 2 to
the
consolidated financial statements.  Expand your disclosure to
discuss
the significant assumptions and judgments that are involved in the
policy and the impact that changes in these underlying assumptions
and judgments could have on your financial statements.  Address
how
the goodwill arose, and disclose the date of your annual goodwill
assessment.  Also explain your policy for allocating purchase
prices
and address why other identifiable intangible assets are nominal.

After the Refinancing Transactions, page 40

23. Discuss liquidity on both a long term and a short term basis.
See Item 303(a) of Regulation S-K and instruction 5 to Item
303(a).

24. Expand upon your statement that your interest expense will be
reduced significantly after the refinancing transactions to
explain
why this will occur and how an increase in interest rates may
offset
this reduction.

Management, page 57

25. We note the disclosures on page 65 that you expect to adopt a
new
equity award plan, an incentive plan, and to enter into new
employment agreements with your executive officers.  Confirm
before
the registration statement`s effectiveness that you will disclose
in
future filings the material provisions of those plans and
agreements,
including the term or duration of the employment agreements, and
that
you will file the plans and agreements as exhibits.  See Item
601(b)(10) of Regulation S-K.

Description of Other Indebtedness, page 77

26. Confirm before the registration statement`s effectiveness that
you will disclose in future filings the limits of all material
financial ratios and tests under the new credit facility and
whether
you are in compliance with those ratios and tests.  Also confirm
that
you will disclose the interest rate on borrowings under the new
credit facility before the registration statement`s effectiveness.

Description of Capital Stock, page 80

27. Delete the qualification of this summary by reference to
documents and laws outside of the prospectus.  The qualification
is
permitted under Rule 411(a) of Regulation C under the Securities
Act
only where a summary of a particular document is required or where
contemplated by the form.

Certain U.S. Federal Tax Considerations for Non-U.S. Holders, page
85

28. Delete the word "certain" from the heading and the
introductory
paragraph.  You should discuss all material tax consequences in
this
section.  Further, remove the sentence in the last paragraph that
the
discussion is for "general information only" because this may
imply
that investors are not entitled to rely on this information.

Underwriting, page 88

29. Confirm that there are no agreements or understandings between
Citigroup Global Markets Inc. and any of the persons subject to
the
lock-up agreement to permit those persons to resell their shares
before the lock-up period`s expiration.  Also describe briefly the
factors that Citigroup Global Markets Inc. would consider in
determining whether to consent to the sale of shares by those
persons
before the lock-up period`s expiration.

30. Advise us whether the underwriters have reserved shares for
sales
to persons with a relationship to you, for example, affiliates,
employees, or business partners such as significant suppliers,
customers, and joint ventures.  If they have, indicate the amount
of
shares reserved, and provide us a copy of the materials that you
sent
or plan to send to directed share program participants.

31. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale, or distribution of the
shares.
Describe their procedures to us or confirm that the Division`s
Office
of Chief Counsel has reviewed the procedures.  If you discuss the
procedures, tell us how they ensure that the distribution complies
with section 5 of the Securities Act.  In particular, you should
discuss:

* Communications used.

* Availability of the preliminary prospectus.

* Manner of conducting the distribution and sale such as the use
of
indications of interest or conditional offers.

* Funding of an account and payment of the purchase price.

If you become aware of any additional members of the underwriting
syndicate that may engage in electronic offers, sales, or
distributions after you respond to this comment, supplement
promptly
your response to identify those members and provide us a similar
description of their procedures.  Also include a brief description
of
any electronic distribution in the prospectus.  We note the
disclosure in the fifth paragraph on page 90.

32. Specify the legal matters that will be approved by counsel as
part of the underwriters` obligation to purchase the shares.

33. Expand upon the statement that the representatives may change
the
public offering price and other terms.  Disclose how these changes
will be communicated to investors.

34. Tell us whether yo