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 *

Ross John B 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
V.P. and General Counsel
(Last)          (First)          (Middle)

8211 TOWN CENTER DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2007
(Street)

BALTIMORE, MD 21236
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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     D    22400   D $28.25   0   D    

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
Employee Stock Options (right to buy)     (1) 10/31/2007     D        28398      (2) (3)   (2) (3) Common Stock   28398     (2) (3) 0   D    

Explanation of Responses:
( 1)  Includes 10,648 shares exercisable at $13.33 per share, 5,750 shares exercisable at $16.00 per share, 6,000 shares exercisable at $21.67 per share and 6,000 options exercisable at $23.81 per share.
( 2)  Except for options granted on July 5, 2007, each outstanding option granted under Williams Scotsman's stock option plans, whether vested or unvested is hereby canceled and the holder of such option is entitled to receive in consideration an amount equal to the excess (if any) of (A) the product of (i) the number of shares of common stock subject to such option and (ii) $28.25 per share over (B) the aggregate exercise price of such option, without interest and less any amounts required to be deducted and withheld under any applicable law.
( 3)  Each option granted on July 5, 2007 is hereby canceled and the holder of such option is entitled to receive in consideration on the date that is the earlier of October 31, 2008 or the date of such option holder's termination of employment an amount equal to the excess (if any) of (A) the product of (i) the number of shares of common stock subject to such option and (ii) $28.25 per share over (B) the aggregate exercise price of such option, without interest and less any amounts required to be deducted and withheld under any applicable law.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ross John B
8211 TOWN CENTER DRIVE
BALTIMORE, MD 21236

V.P. and General Counsel

Signatures
/s/ John B. Ross 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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