AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       of
                      WILLIAMS SCOTSMAN INTERNATIONAL, INC.
 
                           (Pursuant to Section 245 of
              the General Corporation Law of the State of Delaware)
 
 
         The undersigned executive officer of Williams Scotsman International,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "CORPORATION"), hereby certifies as follows:
 
         FIRST:     The name of the corporation is Williams Scotsman
International, Inc. The original Certificate of Incorporation ( the "Original
Certificate of Incorporation") of the Corporation was filed with the Secretary
of State of the State of Delaware on the 4th day of November, 1993 under the
name "Scotsman Holdings, Inc."
 
         SECOND:    Certificates of Amendment to the original Certificate of
Incorporation were filed on the 8th day of November 1993, on the 25th day of May
2005, and on the 12th day of September 2005.
 
         THIRD:     This Amended and Restated Certificate of Incorporation (the
"CERTIFICATE OF INCORPORATION") has been duly adopted in accordance with
Sections 228, 242 and 245 of the Delaware General Corporation Law (the "GENERAL
CORPORATION LAW").
 
         FOURTH:    This Certificate of Incorporation restates and amends the
original Certificate of Incorporation of the Corporation as heretofore amended
and now in effect, to read as follows:
 
 
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         1.  NAME. The name of the corporation is "Williams Scotsman
International, Inc."
 
         2.  ADDRESS; REGISTERED OFFICE AND AGENT. The address of the
Corporation's registered office is Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, State of Delaware 19801; and the name
of its registered agent at such address is Corporation Trust Company.
 
         3.  PURPOSES. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law.
 
         4.  NUMBER OF SHARES. The Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock". The total number of shares of all classes of stock which the Corporation
shall have authority to issue 220,000,000, consisting of (i) 200,000,000 shares
of Common Stock, $0.01 par value per share ("COMMON STOCK") and (ii) 20,000,000
shares of Preferred Stock, $0.01 par value per share ("PREFERRED STOCK").
 
         5.  CLASSES OF SHARES. The designation, relative rights, preferences
and limitations of the shares of each class are as follows:
 
                5.1  COMMON STOCK. Except as otherwise provided by law or by
     this Certificate of Incorporation and subject to the express terms of any
     series of shares of Preferred Stock, each holder of record of shares of
     Common Stock shall be entitled to one vote for each share of Common Stock
     standing in his or her name on the books of the Corporation, including the
     election of Directors. Except as otherwise provided
 
 
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     by law or by this Certificate of Incorporation and subject to the express
     terms of any series of shares of Preferred Stock, the holders of shares of
     Common Stock shall be entitled, to the exclusion of the holders of shares
     of Preferred Stock of any and all series, to receive such dividends as from
     time to time may be declared by the Board of Directors of the Corporation
     (the "BOARD"). In the event of any liquidation, dissolution or winding up
     of the Corporation, whether voluntary or involuntary, subject to the
     rights, if any, of the holders of any outstanding series of Preferred
     Stock, the holders of shares of Common Stock shall be entitled to share
     ratably according to the number of shares of Common Stock held by them in
     all remaining assets of the Corporation available for distribution to its
     stockholders. Subject to the rights of the holders of any one or more
     series of Preferred Stock then outstanding, the number of authorized shares
     of any class or classes of stock may be increased or decreased (but not
     below the number of shares thereof then outstanding) by the affirmative
     vote of the holders of a majority of the stock of the Corporation entitled
     to vote, irrespective of the provisions of Section 242(b)(2) of the General
     Corporation Law or any corresponding provision hereinafter enacted.
 
                5.2  PREFERRED STOCK. The shares of Preferred Stock may be
     issued from time to time in one or more series of any number of shares,
     provided that the aggregate number of shares issued and not retired of any
     and all such series shall not exceed the total number of shares of
     Preferred Stock hereinabove authorized, and with such powers, including
     voting powers, if any, and the designations, preferences and relative,
     participating, optional or other special rights, if any, and any
     qualifications, limitations or restrictions thereof, all as shall hereafter
 
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     be stated and expressed in the resolution or resolutions providing for the
     designation and issue of such shares of Preferred Stock from time to time
     adopted by the Board pursuant to authority so to do which is hereby
     expressly vested in the Board. The powers, including voting powers, if any,
     preferences and relative, participating, optional and other special rights
     of each series of Preferred Stock, and the qualifications, limitations or
     restrictions thereof, if any, may differ from those of any and all other
     series at any time outstanding. Each series of shares of Preferred Stock:
     (a) may have such voting rights or powers, full or limited, if any; (b) may
     be subject to redemption at such time or times and at such prices, if any;
     (c) may be entitled to receive dividends (which may be cumulative or
     non-cumulative) at such rate or rates, on such conditions and at such
     times, and payable in preference to, or in such relation to, the dividends
     payable on any other class or classes or series of stock, if any; (d) may
     have such rights upon the voluntary or involuntary liquidation, winding up
     or dissolution of, upon any distribution of the assets of, or in the event
     of any merger, sale or consolidation of, the Corporation, if any; (e) may
     be made convertible into or exchangeable for, shares of any other class or
     classes or of any other series of the same or any other class or classes of
     stock of the Corporation (or any other securities of the Corporation or any
     other person) at such price or prices or at such rates of exchange and with
     such adjustments, if any; (f) may be entitled to the benefit of a sinking
     fund to be applied to the purchase or redemption of shares of such series
     in such amount or amounts, if any; (g) may be entitled to the benefit of
     conditions and restrictions upon the creation of indebtedness of the
     Corporation or any subsidiary, upon the issue of any additional shares
     (including additional shares of such series or of any other series) and
     upon the
 
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     payment of dividends or the making of other distributions on, and the
     purchase, redemption or other acquisition by the Corporation or any
     subsidiary of, any outstanding shares of the Corporation, if any; (h) may
     be subject to restrictions on transfer or registration of transfer, or on
     the amount of shares that may be owned by any person or group of persons;
     and (i) may have such other relative, participating, optional or other
     special rights, qualifications, limitations or restrictions thereof, if
     any; all as shall be stated in said resolution or resolutions of the Board
     providing for the designation and issue of such shares of Preferred Stock.
 
         6.  BOARD OF DIRECTORS.
 
                6.1  NUMBER OF DIRECTORS. The business and affairs of the
     Corporation shall be managed by, or under the direction of, the Board.
     Unless and except to the extent that the Amended and Restated By-laws of
     the Corporation, as further amended (the "BY-LAWS"), shall so require, the
     election of the Directors of the Corporation need not be by written ballot.
     Except as otherwise provided for or fixed pursuant to the provisions of
     Section 5 of this Certificate of Incorporation relating to the rights of
     the holders of any series of Preferred Stock to elect additional Directors,
     the total number of Directors constituting the entire Board shall be not
     less than 3 nor more than 20, with the then authorized number of Directors
     being fixed from time to time by the Board.
 
         During any period when the holders of any series of Preferred Stock
have the right to elect additional Directors as provided for or fixed pursuant
to the provisions of Section 5 hereof, then upon commencement and for the
duration of the period during
 
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which such right continues: (i) the then otherwise total authorized number of
Directors of the Corporation shall automatically be increased by such specified
number of Directors, and the holders of such Preferred Stock shall be entitled
to elect the additional Directors so provided for or fixed pursuant to said
provisions, and (ii) each such additional Director shall serve until such
Director's successor shall have been duly elected and qualified, or until such
Director's right to hold such office terminates pursuant to said provisions,
whichever occurs earlier, subject to his or her earlier death, disqualification,
resignation or removal. Except as otherwise provided by the Board in the
resolution or resolutions establishing such series, whenever the holders of any
series of Preferred Stock having such right to elect additional Directors are
divested of such right pursuant to the provisions of such stock, the terms of
office of all such additional Directors elected by the holders of such stock, or
elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such additional Directors, shall forthwith
terminate and the total and authorized number of Directors of the Corporation
shall be reduced accordingly.
 
                6.2  STAGGERED BOARD. The Board (other than those Directors
     elected by the holders of any series of Preferred Stock provided for or
     fixed pursuant to the provisions of Section 5 hereof (the "PREFERRED STOCK
     DIRECTORS")) shall be divided into three classes, as nearly equal in number
     as possible, designated as Class I, Class II and Class III. Class I
     Directors shall initially serve until the 2006 annual meeting of
     stockholders; Class II Directors shall initially serve until the 2007
     annual meeting of stockholders; and Class III Directors shall initially
     serve until the 2008
 
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     annual meeting of stockholders. Commencing with the annual meeting of
     stockholders in 2006, Directors of each class the term of which shall then
     expire shall be elected to hold office for a three-year term and until the
     election and qualification of their respective successors in office. In
     case of any increase or decrease, from time to time, in the number of
     Directors (other than Preferred Stock Directors), the number of Directors
     in each class shall be apportioned as nearly equally as possible.
 
                6.3  VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
     rights of the holders of any one or more series of Preferred Stock then
     outstanding, newly created directorships resulting from any increase in the
     authorized number of Directors or any vacancies on the Board resulting from
     death, resignation, retirement, disqualification, removal from office or
     other cause shall be filled solely by the affirmative vote of a majority of
     the remaining Directors then in office, even though less than a quorum of
     the Board. Any Director so chosen shall hold office until the expiration of
     the term of office of the Director whom he or she has replaced or until his
     or her successor shall be duly elected and qualified. No decrease in the
     number of Directors shall shorten the term of any incumbent Director.
 
                6.4  REMOVAL OF DIRECTORS. Except for such additional Directors,
     if any, as are elected by the holders of any series of Preferred Stock as
     provided for or fixed pursuant to the provisions of Section 5 hereof, any
     Director, or the entire Board, may be removed from office at any time, but
     only for cause and only by the affirmative vote of at least 66-2/3% of the
     total voting power of the outstanding shares
 
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     of capital stock of the Corporation entitled to vote generally in the
     election of Directors, voting together as a single class.
 
        7.  LIMITATION OF LIABILITY. To the fullest extent permitted under the
General Corporation Law, as amended from time to time, no Director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a Director, provided that
this provision shall not eliminate or limit the liability of a Director (a) for
any breach of the Director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the General Corporation Law or (d) for any transaction from which the Director
derived any improper personal benefits. If the General Corporation Law is
hereafter amended to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law, as so amended.
 
         Any amendment, repeal or modification of the foregoing provision shall
not adversely affect any right or protection of a Director of the Corporation
hereunder in respect of any act or omission occurring prior to the time of such
amendment, repeal or modification.
 
         8.  INDEMNIFICATION.
 
                8.1  RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
     and hold harmless, to the fullest extent permitted by applicable law as it
 
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     presently exists or may hereafter be amended, any person (a "COVERED
     PERSON") who was or is made or is threatened to be made a party or is
     otherwise involved in any action, suit or proceeding, whether civil,
     criminal, administrative or investigative (a "PROCEEDING"), by reason of
     the fact that he or she, or a person for whom he or she is the legal
     representative, is or was a Director or officer of the Corporation or,
     while a Director or officer of the Corporation, is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation or of a partnership, joint venture, trust, enterprise
     or nonprofit entity (an "OTHER ENTITY"), including service with respect to
     employee benefit plans, against all liability and loss suffered and
     expenses (including attorneys' fees) reasonably incurred by such Covered
     Person. Notwithstanding the preceding sentence, except as otherwise
     provided in Section 8.3, the Corporation shall be required to indemnify a
     Covered Person in connection with a Proceeding (or part thereof) commenced
     by such Covered Person only if the commencement of such Proceeding (or part
     thereof) by the Covered Person was authorized by the Board.
 
                8.2  PREPAYMENT OF EXPENSES. The Corporation shall pay the
     expenses (including attorneys' fees) incurred by a Covered Person in
     defending any Proceeding in advance of its final disposition, provided,
     HOWEVER, that, to the extent required by applicable law, such payment of
     expenses in advance of the final disposition of the Proceeding shall be
     made only upon receipt of an undertaking by the Covered Person to repay all
     amounts advanced if it should be ultimately determined
 
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     that the Covered Person is not entitled to be indemnified under this
     Section 8 or otherwise.
 
                8.3  CLAIMS. If a claim for indemnification or advancement of
     expenses under this Section 8 is not paid in full within 30 days after a
     written claim therefor by the Covered Person has been received by the
     Corporation, the Covered Person may file suit to recover the unpaid amount
     of such claim and, if successful in whole or in part, shall be entitled to
     be paid the expense of prosecuting such claim. In any such action the
     Corporation shall have the burden of proving that the Covered Person is not
     entitled to the requested indemnification or advancement of expenses under
     applicable law.
 
                8.4  NONEXCLUSIVITY OF RIGHTS. The rights conferred on any
     Covered Person by this Section 8 shall not be exclusive of any other rights
     that such Covered Person may have or hereafter acquire under any statute,
     provision of this Certificate of Incorporation, the By-laws, agreement,
     vote of stockholders or disinterested Directors or otherwise.
 
                8.5  OTHER SOURCES. The Corporation's obligation, if any, to
     indemnify or to advance expenses to any Covered Person who was or is
     serving at its request as a Director, officer, employee or agent of an
     Other Entity shall be reduced by any amount such Covered Person may collect
     as indemnification or advancement of expenses from such Other Entity.
 
 
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                8.6  AMENDMENT OR REPEAL. Any repeal or modification of the
     foregoing provisions of this Section 8 shall not adversely affect any right
     or protection hereunder of any Covered Person in respect of any act or
     omission occurring prior to the time of such repeal or modification.
 
                8.7  OTHER INDEMNIFICATION AND PREPAYMENT OF EXPENSES. This
     Section 8 shall not limit the right of the Corporation, to the extent and
     in the manner permitted by applicable law, to indemnify and to advance
     expenses to persons other than Covered Persons when and as authorized by
     appropriate corporate action.
 
         9.  ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. In furtherance and
not in limitation of the powers conferred by the laws of the State of Delaware,
the Board is expressly authorized to make, alter and repeal the By-laws, subject
to the power of the Stockholders of the Corporation to alter or repeal any
By-laws whether adopted by them or otherwise. Notwithstanding any other
provisions of this Certificate of Incorporation or the By-laws (and
notwithstanding the fact that a lesser percentage may be permitted by applicable
law, this Certificate of Incorporation or the By-laws), but in addition to any
affirmative vote of the holders of any particular class of stock of the
Corporation required by applicable law or this Certificate of Incorporation, the
affirmative vote of the holders of at least 66-2/3% of the voting power of the
shares of the then outstanding voting stock of the Corporation, voting together
as a single class, shall be required to adopt new By-laws or to alter, amend or
repeal the By-laws.
 
 
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         10. CERTIFICATE AMENDMENTS. The Corporation reserves the right at any
time, and from time to time, to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation. In addition, other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by applicable law.
All rights, preferences and privileges of whatsoever nature conferred upon
stockholders, Directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted and held subject to the rights the Corporation has reserved in this
Section 10. Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws (and notwithstanding the fact that a lesser
percentage may be permitted by applicable law, this Certificate of Incorporation
or the By-laws), but in addition to any affirmative vote of the holders of any
particular class of stock of the Corporation required by applicable law or this
Certificate of Incorporation, the affirmative vote of the holders of at least
66-2/3% of the voting power of the shares of the then outstanding voting stock
of the Corporation, voting together as a single class, shall be required to
amend or repeal, or adopt any provisions inconsistent with Sections 6, 9, 10, 11
or 12 of this Certificate of Incorporation.
 
         11. WRITTEN CONSENT PROHIBITION. Except as otherwise provided for or
fixed pursuant to the provisions of Section 5 of this Certificate of
Incorporation relating to the rights of holders of any series of Preferred
Stock, no action that is required or permitted to be taken by the stockholders
of the Corporation at any annual or special meeting of stockholders may be
effected by written consent of stockholders in lieu of a
 
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meeting of stockholders, unless the action to be effected by written consent of
stockholders and the taking of such action by such written consent have
expressly been approved in advance by the Board.
 
         12. SPECIAL MEETINGS OF THE CORPORATION'S STOCKHOLDERS. Unless
otherwise provided by applicable law, a special meeting of the Corporation's
stockholders may be called only by (a) the Corporation's Chairman of the Board
or (b) a majority of the members of the Board, and may not be called by any
other person or persons.
 
 
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         WITNESS the signature of this Amended and Restated Certificate of
Incorporation this 22nd day of September, 2005.
 
 
                                    WILLIAMS SCOTSMAN INTERNATIONAL, INC.
 
 
                                    By: /s/ John B. Ross
                                        ----------------------------
                                    Name:  John B. Ross
                                    Title: Vice President and General Counsel