SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

(Mark One)   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   [X]                SECURITIES EXCHANGE ACT OF 1934 
                 For the fiscal year ended December 31, 1996
                                      OR
   [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934 
              For the transition period from _____________ to _____________
              Commission File Number: 033-68444

                             SCOTSMAN HOLDINGS, INC.
             (Exact name of Registrant as specified in its Charter)

               Delaware                                 52-1862719
    (State or other juri sdiction of                  (I.R.S. Employer
     incorporation or organization)                  Identification No.)

         8211 Town Center Drive                             21236
          Baltimore, Maryland                            (Zip Code)
(Address of principal executive offices)

Registrants' telephone number, including area code:  (410) 931-6000
Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
       None                                               None

           Securities registered pursuant to Section 12(g) of the Act:



                                      None

                                (Title of class)

    Indicate  by check mark  whether  the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No__

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

    As of March 28, 1997,  3,472,968 shares of the common stock ("Common Stock")
of the Registrant were outstanding.



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                                     PART IV


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

          (a)  Financial  Statements and Financial  Statement  Schedules (1) and
               (2). See Index to Financial Statements and Supplemental Schedules
               at Item 8 of this Annual Report on Form 10-K and Exhibit No. 27.

          (b)  Reports  on Form 8-K filed in the fourth  quarter  of 1996.

               In a report on Form 8-K dated  November 27,  1996,  the Company
               reported  that its  subsidiary,  The  Scotsman Group, Inc. had
               changed its name to Williams Scotsman, Inc., effective January 1,
               1997.

          (c)  Exhibits

            Exhibit Number
            --------------

          3.1  --          Certificate of Incorporation of Williams Scotsman,
                           Inc.,  as  amended.  (Incorporated  by  reference  to
                           Exhibit 3(i) of Form 8-K dated November 27, 1996).

          3.2  --          By-laws of Williams Scotsman, Inc.  (Incorporated
                           by reference to Exhibit 3.2 of Registration Statement
                           on Form S-l, Commission File No. 33-68444).

          4.1  --          Indenture dated as of March 2, 1994 between
                           Scotsman Holdings, Inc. and First Trust National
                           Association, as Trustee.  (Incorporated by reference
                           to Exhibit 4.1 of Registration Statement on Form S-4,
                           Commission File No. 33-68444.

          4.2  --          A/B Exchange Registration Rights Agreement, dated
                           March 2, 1994 between BT Securities Corporation and
                           Scotsman Holdings, Inc.  (Incorporated by reference 
                           to Exhibit 4.3 of Registration Statement on Form S-4,
                           Commission File No. 33-68444.

         10.1  --          Indenture dated as of December 16, 1993 between
                           The Scotsman Group, Inc. and Continental Bank
                           National Association, as trustee (Incorporated by
                           reference to Exhibit 10.1 to the annual report on
                           Form 10-K of The Scotsman Group, Inc. for the year
                           ended December 31, 1993 (the "Scotsman 1993 10-K")).




                                       
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         10.2  --          Loan and Security Agreement dated December 16,
                           1993 between Congress Financial Corporation and
                           The Scotsman Group, Inc.  (Incorporated by reference
                           to Exhibit 10.2 to the Scotsman 1993 10-K).

         10.3  --          Amendment No. 1 to Loan and Security Agreement
                           dated June 15, 1994 between Congress Financial
                           Corporation and The Scotsman Group, Inc.
                           (Incorporated by reference to Exhibit 10.2 to the
                           annual report on Form 10-K of The Scotsman Group, 
                           Inc. for the year ended December 31, 1994 (the 
                           "Scotsman 1994 10-K")).

         10.4  --          Amendment No. 2 to Loan and Security Agreement
                           dated September 14, 1994 between Congress Financial
                           Corporation and The Scotsman Group, Inc.
                           (Incorporated by reference to Exhibit 10.3 to the
                           Scotsman 1994 10-K).

         10.5  --          Amendment No. 3 to Loan and Security Agreement
                           dated March 24, 1995 between Congress Financial
                           Corporation and The Scotsman Group, Inc.
                           (Incorporated by reference to Exhibit 10.4 to the
                           Scotsman 1994 10-K).

         10.6  --          Amendment No. 4 to Loan and Security Agreement
                           dated March 28, 1995 between Congress Financial
                           Corporation and The Scotsman Group, Inc.(Incorporated
                           by reference to Exhibit 10.5 to the annual report on
                           Form 10-K of The Scotsman Group, Inc. for the year
                           ended December 31, 1995 (the "Scotsman 1995 10-K")).

         10.7  --          Amendment  No. 5 to Loan  and  Security  Agreement
                           dated  August  1,  1995  between  Congress  Financial
                           Corporation    and   The   Scotsman    Group,    Inc.
                           (Incorporated  by  reference  to Exhibit  10.6 to the
                           Scotsman 1995 10-K).

         10.8  --          Amendment  No. 6 to Loan  and  Security  Agreement
                           dated  October 13, 1995  between  Congress  Financial
                           Corporation    and   The   Scotsman    Group,    Inc.
                           (Incorporated  by  reference  to Exhibit  10.7 to the
                           Scotsman 1995 10-K).



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<PAGE>


         10.9  --          Amendment No. 7 to Loan and Security Agreement
                           dated January 30, 1996 between Congress Financial
                           Corporation and The Scotsman Group, Inc.(Incorporated
                           by reference to Exhibit 10.8 to the Scotsman 1995
                           10-K).

         10.10 --          Amendment No. 8 to Loan and Security Agreement
                           dated September 30, 1996 between Congress Financial
                           Corporation and The Scotsman Group, Inc.
                           (Incorporated by reference to Exhibit 10.9 to the
                           annual report on Form 10-K of Williams Scotsman, Inc.
                           for the year ended December 31, 1996 (the "Scotsman
                           1996 10-K")). 

         10.11 --          Amendment No. 9 to Loan and Security Agreement
                           dated January 31, 1997 between Congress Financial
                           Corporation and Williams Scotsman, Inc.
                           (Incorporated by reference to Exhibit 10.10 to the
                           Scotsman 1996 10-K).

         10.12 --          Intercreditor Agreement dated December 16, 1993
                           among The Scotsman Group, Inc., Congress Financial
                           Corporation and Continental Bank National
                           Association, as trustee (Incorporated by reference to
                           Exhibit 10.3 to the Scotsman 1993 10-K).

         10.13 --          Amended and Restated Management Stockholders' and
                           Optionholders' Agreement dated as of June 6, 1994,
                           amending and restating the Management Stockholders' 
                           and Optionholders' Agreement dated as of November 9,
                           1993 by and among Scotsman Holdings, Inc., Odyssey 
                           Partners, L.P. and the parties identified as
                           management stockholders on the signature pages 
                           thereto. (Incorporated by reference to Exhibit 10.4 
                           of Registration Statement on Form S-l of Scotsman
                           Holdings, Inc., Commission File No. 33-68444).

         10.14  --         Management Agreement, dated as of December 16, 1993
                           between The Scotsman Group, Inc. and Odyssey 
                           Investors, Inc.  (Incorporated by reference to 
                           Exhibit 10.5 of Registration Statement on Form S-l 
                           of Scotsman Holdings, Inc., Commission File No.
                           33-68444).

         10.15  --         Agreement, dated as of June 30, 1993 by and among The
                           Scotsman Group, Inc., Simon E. Dragan and Whitley
                           Manufacturing Co., Inc. (Incorporated by reference to
                           Exhibit 10.6 of Registration Statement on Form S-l,
                           Commission File No. 33-68444).



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<PAGE>

         10.16  --         Supply Agreement, dated as of August 25, 1993, by and
                           between Whitley Manufacturing Co., Inc. and The 
                           Scotsman Group, Inc. (Incorporated by reference to
                           Exhibit 10.7 of Registration Statement on Form S-l,
                           Commission File No.3-68444).

         10.17  --         Scotsman Holdings, Inc. Employee Stock Purchase Plan.
                           (Incorporated by reference to Exhibit 10.8 of
                           Registration Statement on Form S-l of Scotsman
                           Holdings, Inc., Commission File No. 33-68444).

         10.18  --         Scotsman Holdings, Inc. 1994 Employee Stock Option 
                           Plan. (Incorporated by reference to Exhibit 10.11 of
                           the Scotsman 1994 10-K).

         12.    --         Statement regarding computation of ratios.

         21.    --         Subsidiaries of Registrant: Williams Scotsman, Inc.
                           and its subsidiary Mobile Field Office Company.

         27.    --         Financial Data Schedule.




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<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                 SCOTSMAN HOLDINGS, INC.


                                 By: /s/ Gerard E. Holthaus
                                     --------------------------
                                     Gerard E. Holthaus
                                     President and Chief Executive Officer
Dated:  May 9, 1997

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Gerard  E.  Holthaus,   his  or  her
attorney-in-fact,  with the power of substitution, for him or her in any and all
capacities,  to sign any  amendments  to this Report,  and to file the same with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each  of said  attorney-in-fact,  or  his substitute or  substitutes,  may do or
cause to be done by virtue hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Name                             Capacity                       Date
----                             --------                       ----

/s/ Gerard E. Holthaus   *       Chairman of the Board          May 9, 1997
--------------------------       and Director
Barry P. Gossett                    


/s/ Gerard E. Holthaus           President, Chief Executive     May 9, 1997
--------------------------       Officer and Director
Gerard E. Holthaus                          


/s/ Gerard E. Holthaus   *       Controller                     May 9, 1997
--------------------------
Katherine K. Giannelli


/s/ Gerard E. Holthaus   *       Director                       May 9, 1997
--------------------------
Muzzafar Mirza


/s/ Gerard E. Holthaus   *       Director                       May 98, 1997
--------------------------
Stephen Berger


/s/ Gerard E. Holthaus   *       Director                       May 9, 1997
--------------------------
Brian Kwait


/s/ Gerard E. Holthaus           *As Attorney-in-Fact           May 9, 1997
--------------------------       
Gerard E. Holthaus                          


 
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