Williams Scotsman International, Inc. Commences Proposed Public Offering of Common Stock

Williams Scotsman International, Inc. (NASDAQ:WLSC), aleading provider of mobile and modular space solutions, announcedtoday that it has commenced an offering of up to 7,356,000 shares ofcommon stock. In the offering, the company plans to sell up to2,101,724 shares of common stock and the selling stockholders plan tosell up to 5,254,276 shares of common stock. The selling stockholdersinclude related parties of The Cypress Group L.L.C. and KeystoneGroup, L.P. and certain members of senior management, including thecompany's Chief Executive Officer, Gerard Holthaus. The sellingshareholders will also grant the underwriters the option to purchaseup to an additional 1,103,400 shares of common stock. CitigroupCorporate and Investment Banking, CIBC World Markets Corp. and LehmanBrothers Inc. will act as joint book runners and will be joined byRobert W. Baird & Co. and Deutsche Bank Securities Inc. as joint leadmanagers.

The company intends to use the proceeds of the offering to repay aportion of its existing bank credit facility. The company will notreceive any proceeds from the sales of shares offered by the sellingstockholders. The offering is expected to be completed in May 2006.

A registration statement relating to these securities has beenfiled with the Securities and Exchange Commission but has not yetbecome effective. These securities may not be sold nor may offers tobuy be accepted prior to the time the registration statement becomeseffective. This press release shall not constitute an offer to sell orthe solicitation of any offer to buy the securities described above,nor shall there be any sale of these securities in any state orjurisdiction in which such an offer, solicitation or sale would beunlawful prior to the registration or qualification under thesecurities laws of any such state or jurisdiction.

Copies of prospectuses relating to the offering may be obtainedfrom Citigroup Corporate and Investment Banking's ProspectusDepartment (140 58th Street, 8th floor, Brooklyn, New York 11220,phone: (718) 765-6732); CIBC World Markets Corp. (Attn: ProspectusDepartment), 425 Lexington Avenue, 5th Floor; New York, New York10017, email: useprospectus@us.cibc.com, (phone): (212) 667-7200 OR(866) 895-5637); and Lehman Brothers Inc. (c/o ADP Financial Services,Integrated Distribution Services), 1155 Long Island Avenue, Edgewood,New York, 11717, email: charmany_hill@adp.com, (phone): 631-254-7118,fax: (631) 254-7134).

About Williams Scotsman International, Inc.

Williams Scotsman International, Inc., headquartered in Baltimore,Maryland, through its subsidiaries, is a leading provider of mobileand modular space solutions for the construction, education,commercial, healthcare and government markets. The company serves over25,000 customers, operating a fleet of over 99,000 modular space andstorage units that are leased through a network of 86 locationsthroughout North America. Williams Scotsman provides delivery,installation, and other services, and sells new and used mobile officeproducts. Williams Scotsman also manages large modular buildingprojects from concept to completion. Williams Scotsman is a publiclytraded company (NASDAQ:WLSC) with operations in the United States,Canada, Mexico, and Spain.

All statements other than statements of historical fact includedin this press release are forward-looking statements and involveexpectations, beliefs, plans, intentions or strategies regarding thefuture. Although the company believes that the expectations reflectedin these forward-looking statements are reasonable, it assumes noresponsibility for the accuracy and completeness of theseforward-looking statements and gives no assurance that theseexpectations will prove to have been correct. Important factors thatcould cause actual results to differ materially from the company'sexpectations are disclosed under "Risk Factors" and elsewhere in thecompany's 10-K, 10-Q and other SEC filings, including, but not limitedto, substantial leverage and its ability to service debt, changingmarket trends in its industry, general economic and businessconditions including a prolonged or substantial recession, its abilityto finance fleet and branch expansion and to locate and financeacquisitions, its ability to implement its business and growthstrategy and maintain and enhance its competitive strengths, intenseindustry competition, availability of key personnel and changes in, orthe failure to comply with, government regulations. The companyassumes no obligation to update any forward-looking statement.