Williams Scotsman International Inc - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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 Offshore Partners 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 LLC, 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) _ 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		U		294059	D	$28.25	0	D
Common Stock, par value $0.01 per share	10/31/2007		U		5677433   (1)	D	$28.25	0	I	See Footnote   (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)	This amount represents the entire amount of the securities held by affiliates of the Reporting Person.
( 2)	Cypress Merchant Banking Partners L.P. and Cypress Offshore Partners L.P. are affiliates of The Cypress Group L.L.C. The general partner of Cypress Merchant Banking Partners L.P. and Cypress Offshore Partners L.P. is Cypress Associates L.P. and The Cypress Group L.L.C. is the general partner of Cypress Associates L.P. Jeffrey P. Hughes and James A. Stern are the members of the Cypress Group L.L.C. Cypress Offshore Partners L.P. may be deemed to share beneficial ownership of the shares of common stock beneficially owned by Cypress Merchant Banking Partners L.P. Cypress Offshore Partners L.P. disclaims beneficial ownership of such shares of common stock beneficially owned by Cypress Merchant Banking Partners L.P.

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., the general partner of Cypress Offshore Partners L.P.

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

Signatures
/s/ James A. Stern (3)		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).
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