FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cypress Associates L.P. 		2. Issuer Name and Ticker or Trading Symbol

WILLIAMS SCOTSMAN INTERNATIONAL INC [ WLSC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THE CYPRESS GROUP L.L.C., 65 EAST 55TH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2007
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   10/31/2007     U    5677433   (1) (2) D $28.25   0   I   See Footnotes   (1) (2)
Common Stock, par value $0.01 per share   10/31/2007     U    294059   (1) (2) D $28.25   0   I   See Footnotes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Cypress Merchant Banking Partners L.P. and Cypress Offshore Partners L.P. are affiliates of The Cypress Group L.L.C. The Cypress Group L.L.C. is the general partner of Cypress Associates L.P., which is the general partner of Cypress Offshore Partners L.P. and Cypress Merchant Banking Partners L.P. Jeffrey P. Hughes and James A. Stern are the members of the Cypress Group L.L.C. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of Mr. Hughes, Mr. Stern, The Cypress Group L.L.C. and Cypress Associates L.P. (collectively, the "Reporting Persons") may be deemed to be the beneficial owner of the securities reported herein only to the extent of their pecuniary interest therein.
( 2)  Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Persons, for purposes of Section 16 of the Act or otherwise, are the beneficial owners of any securities reported herein in excess of such amount.

Remarks:
(3) James A. Stern is signing in his capacity as authorized signatory for The Cypress Group L.L.C., the general partner of
Cypress Associates, L.P.
(4) James A. Stern is signing in his capacity as authorized signatory for The Cypress Group L.L.C.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cypress Associates L.P.
C/O THE CYPRESS GROUP L.L.C.
65 EAST 55TH STREET
NEW YORK, NY 10022
X

CYPRESS GROUP LLC
65 E 55TH ST
19TH FL
NEW YORK, NY 10022
X

HUGHES JEFFREY
811 HANSEN WAY
PALO ALTO, CA 94303
X

STERN JAMES A
C/O THE CYPRESS GROUP L.L.C.
65 EAST 55TH STREET
NEW YORK, NY 10022
X


Signatures
/s/ James A. Stern, Authorized Signatory (3) 10/31/2007
** Signature of Reporting Person Date

/s/ James A. Stern, Authorized Signatory (4) 10/31/2007
** Signature of Reporting Person Date

/s/ Jeffrey P. Hughes 10/31/2007
** Signature of Reporting Person Date

/s/ James A. Stern 10/31/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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