SecProbe.io

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June 27, 2005

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

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

Re:	Williams Scotsman International, Inc., formerly known as
Scotsman Holdings, Inc.
	Pre-effective Amendment 1 to Registration Statement on Form
S-1
	Filed June 10, 2005
File No. 333-124459

Dear Mr. Ross:

      We reviewed the filing and have the comments below.  Unless
indicated otherwise, our page references below are to the filing`s
courtesy copy.

1. Refer to prior comment 3.  As requested previously, if you
intend
to include artwork in the registration statement, submit the
artwork
for our review before the registration statement`s effectiveness.

Our Company, page 1

2. Balance the disclosure in the last sentence about your revenues
by
discussing your net loss.

Risk Factors, page 11

3. Avoid generic conclusions in the risk factors` headings and in
the
risk factors` discussion such as Williams Scotsman`s business,
result
of operations, or financial condition would or could be materially
and adversely affected or would or could be harmed.  For example,
refer to the first, fourth, sixth, seventh, eighth, tenth,
sixteenth,
nineteenth, and twenty-first risk factors.  Rather, explain
specifically what the risk`s consequences or effects are for
Williams
Scotsman and its securityholders.

Management`s Discussion and Analysis of Financial Condition,
Critical Accounting Policies and Estimates, Goodwill Impairment,
page
48

4. Clarify that your consolidated net book value will increase
substantially as a result of the current common stock offering
which
could impact future impairment analyses.  Also, it continues to
appear to us that you should address the significance of goodwill
relative to other definite lived intangible assets under critical
accounting policies since your purchase price allocations have a
continuing impact on your financial statements.

Underwriting, page 95

5. Refer to prior comment 29.  Disclose the information provided
to
us in your response.

6. We note the response to prior comment 31.  Submit to Kristina
S.
Wyatt, Special Counsel, Office of Chief Counsel, screen shots and
descriptions of any procedures that you intend to use for any
electronic offer, sale, or distribution of the shares of common
stock.  Further, we request that the lead managers confirm that
they
will undertake to notify us if they become aware before the
registration statement`s effectiveness of any members of the
syndicate who will engage in online offering procedures.

7. We note the response to prior comment 33.  If the
representatives
change the public offering price or other material selling terms,
disclose that you will file a post-effective amendment to the
registration statement.

Consolidated Statements of Stockholders` Equity, page F-3

8. We note your response to our comment 38.  Explain to us how you
determined that no adjustment to additional paid in capital was
necessary based on paragraph 2(c)(b) of SFAS 148.

Note 2(h).  Goodwill, page F-15

9. We note your response to prior comment 42.  Given the number of
branch offices that you operate, it remains unclear to us how you
determined that it is appropriate to aggregate them into reporting
units based on geographic regions.  Expand your response to help
us
understand how you determined that all of the reporting units that
you aggregate have a similar class of customer and similar
economic
characteristics.  Also provide us copies of your internal reports
related to branch offices.

Note 2(o).  Revenue Recognition, page F-18

10. We note your response to prior comment 44.  Explain if or how
you
consider competitive pricing pressures in your determination of
the
fair value of leasing fees.  Tell us more about the range of
prices
that you realize on leasing services.  Also tell us how increases
or
decreases in the leasing fees affect the fair value allocation
between delivery and installation services and leasing fees.  Also
explain your statement that "rental fees associated with the
month-
to-month arrangements are generally equal to the monthly rent
associated with the initial rental period."

11. Clarify what insurance waivers are and why they are necessary.
Clarify when and how the related revenue is recognized.

Note 2(q).  Business Segment, page F-19

12. We note your response to prior comment 48.  Provide us a more
comprehensive analysis that demonstrates that the operating
segments
you aggregate had similar economic characteristics during each
period
presented.

Note 11.  Assets Held for Sale, page F-29

13. We note your response to prior comment 52.  Given the
significant
impairment charge that you recorded in 2003, it remains unclear to
us
how you determined that the estimated useful lives and salvage
values
related to your rental fleets are appropriate.  Explain to us how
and
why the units included in the 2003 impairment charge came to be in
such a poor condition that the selling price of these units was
substantially below their net carrying value.  Also, we note that
you
continue to have a significant amount of excess capacity.  Tell us
more about the condition of the units included in excess capacity.
Tell us if the units are currently in rentable or sellable
condition
and how their net carrying value compares with your estimate of
their
sales value.

Exhibit 3.2

14. Revise since you did not file the exhibit with pre-effective
amendment 1 to the registration statement.  We note the disclosure
under Item 16 that the exhibit is to be filed by amendment.

Closing

	File an amendment to the S-1 in response to the comments.  To
expedite our review, Williams Scotsman may wish to provide us
three
marked courtesy copies of the amendment.  Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If
Williams
Scotsman thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Williams Scotsman and its management are
in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Williams Scotsman requests acceleration of the
registration
statement`s effectiveness, Williams Scotsman should furnish a
letter
at the time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Williams Scotsman from its full responsibility for the
adequacy and accuracy of the registration statement`s disclosures.

* Williams Scotsman may not assert the action of the Commission or
the staff acting by delegated authority in declaring the
registration
statement effective as a defense in any proceedings initiated by
the
Commission or any person under the United States` federal
securities
laws.

	The Commission`s Division of Enforcement has access to all
information that Williams Scotsman provides us in our review of
the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Patricia
A.
Armelin, Staff Accountant, at (202) 551-3747 or Anne M. McConnell,
Senior Staff Accountant, at (202) 551-3709.  You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or me at (202) 551-3767.

Very truly yours,

  Jennifer R. Hardy

Legal Branch Chief

cc:	John C. Kennedy, Esq.
	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, NY 10019

	Jeffrey D. Karpf, Esq.
	Cleary Gottlieb Steen & Hamilton LLP
	1 Liberty Plaza
	New York, NY 10006

John B. Ross, Esq.
June 27, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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