SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

August 30, 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 4 to Registration Statement on Form
S-1
	Filed August 25, 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.

Management`s Discussion and Analysis, page 35

1. Please provide the following disclosures:
For stock options granted during the most recent fiscal year and
through the current date disclose, by quarter, the number of
options
granted, the weighted average exercise price, and the weighted
average fair value;
Whether the valuation used to determine fair value was
contemporaneous or retrospective;
If the valuation specialist was a related party, a statement
indicating that fact;
If you did not obtain a contemporaneous third-party valuation,
please explain why and disclose the significant factors,
assumptions
and methodologies used in determining fair value and discuss each
significant factor you identified as contributing to the
difference
between the fair value at the grant dates and the IPO price.

Option Extension Amendment, page 70

2. As discussed, please quantify the net proceeds to be paid to
Messrs. Holthaus, Donegan, LeBuhn, and Ross as a result of the
exercise of their options.

Historical Financial Statements

3. Please restate all share and per share disclosures throughout
the
registration statement for the stock split.

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.

	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
Chris 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.
August 30, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>