SecProbe.io

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July 14, 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 2 to Registration Statement on Form
S-1
	Filed July 8, 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.

Total Sources and Uses of Funds, page 4

1. It appears to us that you should reflect also additional
borrowings under the amended and restated credit facility and the
payment of the prior revolving credit facility and the prior term
loan.

Use of Proceeds, page 23

2. It appears that the amount of net proceeds from the offering
listed in the table should be revised due to the selling
stockholders` participation.  Revise the table to reflect the net
proceeds to Williams Scotsman.

Principal and Selling Stockholders, page 77

3. Disclose the number of shares offered by each selling
stockholder
and how each selling stockholder acquired the shares to be
offered.

Consolidated Statements of Stockholders` Equity, page F-12

4. We note your response to prior comment 8.  However, we note
also
that you recognized stock option compensation expense in 2003 and
2004.  Thus, it appears to us that you had unvested options upon
your
adoption of SFAS 123.  As a result, it is unclear to us why you
did
not have stock-based compensation liabilities and related deferred
tax balances in accordance with paragraph 2(c)(b) of SFAS 148.
Please clarify.

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

5. Based upon the margin analysis that you provided
supplementally,
we are unclear on how you determined that the economic
characteristics of the branch offices are similar.  Provide us a
comprehensive description of how you considered the range of gross
margins throughout the branch offices for each of the periods
presented.  Also tell us if you considered additional economic
characteristics, including revenue trends.

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

6. Based upon the information that you provided supplementally, it
is
unclear to us how you determined that your operating segments have
similar economic characteristics.  Provide us a comprehensive
analysis of how you have considered the variations in gross
margins
realized by the geographic regions in each of the periods
presented.
Also tell us how you have considered the fact that some regions
consistently have significantly higher and lower profitability
than
other regions.  We note also your first risk factor is that
localized
economic downturn or weakness could impact materially your
results.

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

7. We appreciate the additional information that you provided.  We
note that you sold 3,500 units in 2004 at an average price of
$8,400.
We note also that the 2,900 units held for sale were written down
by
an average amount of $6,700 and sold for $100 to $400 each.  Help
us
understand the reasons for the significant discrepancies in these
items.  Also tell us:

* When the units held for sale were sold and what the impact of
those
sales was in each period.

* The amount of the incremental investment that you would have
been
required to make for the units held for sale to be rented.

* if and how you consider future incremental investments in
determining useful lives and salvage values.

Exhibits 10.22, 10.24, 10.25, 10.26, and 10.27

8. Absent an order granting confidential treatment, Item
601(b)(10)
of Regulation S-K requires the filing of material contracts,
including attachments, in their entirety.  Attachments include,
for
example, annexes, appendices, exhibits, and schedules.  Since you
did
not file the exhibits in their entirety, revise or advise.

Draft of Exhibit 5.1

9. Provide written confirmation on the EDGAR system that counsel
concurs with our understanding that the reference and limitation
to
Delaware General Corporation Law include the statutory provisions
and
all applicable provisions of the Delaware constitution, including
reported judicial decisions interpreting these laws.

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 our comments or the declaration
of
the registration statement`s effectiveness 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 Christopher B. Edwards, Special
Counsel, at (202) 551-3742.

Very truly yours,

Pamela A. Long

Assistant Director

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.
July 14, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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