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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     --------------------------------------

                                    Form 10-Q
     (Mark One)

     |X|  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

     [ ]  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 1-12804
                       -----------------------------------

                                MOBILE MINI, INC.
        (Exact name of small business issuer as specific in its charter)

Delaware                                               860748362
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                              1834 West 3rd Street
                              Tempe, Arizona 85281
                    (Address of principal executive offices)

                                 (602) 894-6311
                           (Issuer's telephone number)

         Indicate by check whether the issuer (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
       ----                     ----

         As of May 1,  1996,  there  were  outstanding  6,739,324  shares of the
issuer's common stock, par value $.01.

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                                MOBILE MINI, INC.
                            INDEX TO FORM 10-Q FILING
                      FOR THE QUARTER ENDED MARCH 31, 1996


                    TABLE OF CONTENTS                                    PAGE
                                                                        NUMBER

                         PART I.
                 FINANCIAL INFORMATION

Item 1.        Financial Statements                                        3
 
               Consolidated Balance Sheets                                 3
                    March 31, 1996 (unaudited) and December 31, 1995 

               Consolidated Statements of Operations                       4
                    Three Months ended March 31, 1996 and 
                    March 31, 1995 (unaudited)

               Consolidated Statements of Cash Flows                       5
                    Three Months Ended March 31, 1996 and 
                    March 31, 1995 (unaudited)

               Notes to Consolidated Financial Statements                  6

Item 2.        Management's  Discussion  and  Analysis  of  
                    Financial  Condition  and Results of Operations        8
                    

                         PART II.
                    OTHER INFORMATION

Item 6(a)      Exhibits                                                   10

Item 6(b)      Reports on Form 8-K                                        10

                                             SIGNATURES                   11



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                MOBILE MINI, INC.
                           CONSOLIDATED BALANCE SHEETS

         ASSETS                      March 31, 1996    December 31, 1995
                                      (Unaudited)
                                   ---------------------------------------- 
CURRENT ASSETS
  Cash                                $   720,104        $ 1,430,651
  Receivables, net                      3,449,247          4,312,725
  Inventories                           5,774,897          5,193,222
  Prepaid and other                       803,433            718,574
                                      -----------        -----------
     Total current assets              10,747,681         11,655,172

CONTAINER LEASE FLEET, net             26,967,078         26,954,936
PROPERTY, PLANT AND EQUIPMENT, net     15,832,690         15,472,164
OTHER ASSETS                            1,866,976            259,672
                                      -----------         ----------
                                      $55,414,425        $54,341,944
                                      ===========        ===========
        
        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                $ 2,437,008        $ 4,265,147
     Accrued liabilities               1,621,768          1,572,464
     Current portion of 
       long-term debt                  1,021,348            737,181
     Current portion of obligations 
       under capital leases            2,420,914          2,488,205
                                     -----------        -----------
        Total current liabilities      7,501,038          9,062,997

LINE OF CREDIT                        16,611,668          4,099,034
DEFERRED INCOME TAXES                  3,300,018          3,711,985
LONG-TERM DEBT, less current portion   6,272,837          8,363,333
OBLIGATIONS UNDER CAPITAL LEASES, 
     less current portion
                                       6,114,308         12,944,653
                                      ----------        -----------
        Total liabilities             39,799,869         38,182,002
                                      ----------        ----------- 
STOCKHOLDERS' EQUITY:

     Series     A     Convertible
     Preferred  Stock,  $.01  par
     value,  $100  stated  value,
     5,000,000 shares authorized,
     0  and  50,000   issued  and              
     outstanding                               -          5,000,000
     Common Stock,  $.01 par value,
     17,000,000 shares  authorized,
     6,739,324 and 4,835,000 shares
     issued and outstanding               67,393             48,350
    
     Additional paid-in capital       14,338,872          9,378,979
     
     Retained earnings                 1,208,291          1,732,613
                                      ----------         ----------
        Total stockholders' equity    15,614,556         16,159,942
                                      ----------         ----------
        Total liabilities and 
          stockholders' equity       $55,414,425        $54,341,944
                                      ==========         ==========

        See the accompanying notes to these consolidated balance sheets.




                                MOBILE MINI, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                                                   Three Months Ended March 31,
REVENUES:                                           1996              1995
                                                    ----              ----

Container and modular building sales             $4,915,832        $5,448,427
Leasing                                           3,171,300         2,521,324
Other                                               769,577           705,192
                                                  ---------         ---------
                                                  8,856,709         8,674,943

COSTS AND EXPENSES:

Cost of container and modular building sales      3,925,438         4,346,985
Leasing, selling, general expenses                3,874,363         3,465,758
Depreciation and amortization                       368,279           238,500
                                                  ---------         ---------
        Income from operations                      688,629           623,700

OTHER INCOME (EXPENSE):

Interest income and other                            56,206           115,141
Interest expense                                   (948,349)         (649,693)
                                                  ----------         ---------
INCOME (LOSS) BEFORE PROVISION FOR                 (203,514)           89,448
INCOME (BENEFIT) TAXES AND
EXTRAORDINARY ITEM

PROVISION (BENEFIT) FOR INCOME TAXES                (89,546)           39,357
                                                  ---------          --------- 
NET INCOME BEFORE EXTRAORDINARY ITEM               (113,968)           50,091
EXTRAORDINARY ITEM                                 (410,354)               -
                                                  ---------          ---------
NET INCOME (LOSS)                                $ (524,322)         $ 50,091
                                                  ==========         =========

LOSS PER COMMON AND COMMON EQUIVALENT
SHARE BEFORE EXTRAORDINARY ITEM (NOTE D)            $  (.02)              N/A
                                                  =========          =========


EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE                             $  (.08)             $ .01
                                                  =========          =========

WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING                                       6,732,358          4,835,000
                                                  =========          =========


          See the accompanying notes to these consolidated statements.




                                MOBILE MINI, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                    Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:                 1996              1995
                                                      ----              ----
Net income (loss)                                 $ (524,322)         $ 50,091
Adjustments  to  reconcile  net  income  
     (loss) to net cash used in operating activities-
Depreciation and amortization                        368,279           238,500
Gain on disposal of property, plant 
     and equipment                                    (4,000)           -
Changes in assets and liabilities-
Decrease (increase) in receivables, net              863,478          (145,842)

Increase in inventories                             (581,675)       (2,535,609)
Increase in prepaids and other                       (84,859)         (151,922)
Increase in other assets                          (1,607,304)           (7,533)
(Decrease) increase in accounts payable           (1,828,139)        1,281,999
Increase in accrued liabilities                       49,304           258,874
(Decrease) increase in deferred income taxes        (411,967)           39,357
                                                    --------        ----------
     Net cash used in operating activities        (3,761,205)         (972,085)
                                                   ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of container lease fleet               (78,861)         (491,825)
Net purchases of property, plant, and equipment     (425,433)       (1,563,374)
                                                    --------        -----------
     Net cash used in investing activities          (504,294)       (2,055,199)
                                                   ----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit              12,512,634           911,384
Proceeds from issuance of long-term debt           6,635,069         3,563,051
Principal payments on long-term debt              (8,441,398)         (531,973)
Principal payments on capital lease obligations   (7,130,289)         (455,898)
Additional paid in capital                           (21,064)            -
                                                   --------          ----------
      Net cash provided by financing activities    3,554,952         3,486,564
                                                   ---------         ----------

NET INCREASE (DECREASE) IN CASH                     (710,547)          459,280
CASH AT BEGINNING OF PERIOD                        1,430,651           846,645
                                                  ---------          ----------
CASH AT END OF PERIOD                            $   720,104       $ 1,305,925
                                                  ==========        ===========


          See the accompanying notes to these consolidated statements.





MOBILE MINI, INC. AND SUBSIDIARIES - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and the instructions to Form 10-Q.  Accordingly,  they do
not include all the  information  and footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present fairly the financial position,  results of operations,  and
cash flows for all periods  presented  have been made. The results of operations
for the three-month period ended March 31, 1996, are not necessarily  indicative
of the  operating  results  that may be  expected  for the  entire  year  ending
December 31, 1996. These financial statements should be read in conjunction with
the Company's  December 31, 1995  financial  statements and  accompanying  notes
thereto.

NOTE B - Earnings  (loss) per share is computed by dividing net income (loss) by
the weighted  average  number of common share  equivalents  assumed  outstanding
during the periods.  Fully  diluted  earnings per share is  considered  equal to
primary earnings per share in all periods presented.

NOTE C - In December 1995, the Company completed the private placement of 50,000
shares of Series A  Convertible  Preferred  Stock  ("Series A"), $.01 par value,
$100 stated  value.  Subject to the terms of the Series A, all 50,000  shares of
Series A were converted into 1,904,324  shares of the Company's  common stock at
an average conversion rate of $2.63 per share during the first quarter of 1996.

NOTE D - On March 29, 1996,  the Company  entered into a credit  agreement  (the
"Credit  Agreement")  with BT  Commercial  Corporation,  as Agent for a group of
lenders (the "Lenders").  Under the terms of the Credit  Agreement,  the Lenders
have  provided the Company with a $35.0 million  revolving  line of credit and a
$6.0 million term loan.  Borrowings  under the Credit  Agreement  are secured by
substantially all of the Company's assets.

In connection with the closing of the Credit Agreement,  the Company  terminated
its line of credit with M&I Thunderbird  Bank,  repaying all indebtedness  under
that line. In addition,  the Company  repaid other  long-term debt totaling $8.4
million and obligations under capital leases totaling $6.7 million. As a result,
costs  previously  deferred  related  to  certain  indebtedness  and  prepayment
penalties  resulted in an  extraordinary  charge to  earnings  of  approximately
$410,000 after the benefit of income taxes.

NOTE E - Inventories are stated at the lower of cost or market,  with cost being
determined  under the  specific  identification  method.  Market is the lower of
replacement cost or net realizable value. Inventories consisted of the following
at:

                                March 31, 1996           December 31, 1995
                                --------------           -----------------

Raw material and supplies         $3,112,174                 $2,858,181
Work-in-process                    1,260,526                    883,814
Finished containers                1,402,197                  1,451,227
                                  ----------                 ----------
                                  $5,774,897                 $5,193,222
                                  ==========                 ==========

NOTE F - Property, plant and equipment consisted of the following at:

                                March 31, 1996           December 31, 1995
                                --------------           -----------------

Land                              $ 663,555                  $ 328,555
Vehicles and equipment            9,702,576                  9,469,092
Buildings and improvements        6,376,900                  6,363,154
Office fixtures and equipment     1,792,778                  1,714,312
                                  ---------                 ----------
                                 18,535,809                 17,875,113
Less accumulated depreciation   ( 2,703,119)               ( 2,402,949)
                                  ---------                 ----------
                                $15,832,690                $15,472,164
                                 ==========                 ==========

NOTE G - On March 29,  1996,  the  Company  purchased  property  adjacent to its
Maricopa  facility from Mr. Richard E. Bunger,  the Company's  President,  for a
purchase price of $335,000,  which management  believes reflects the fair market
value of the property. Prior to the purchase date, this property was leased from
Mr. Bunger.

Transactions  with  affiliates  are on terms  no less  favorable  than  could be
obtained  from  unaffiliated  parties  and are  approved  by a  majority  of the
independent and disinterested directors.

NOTE H - Revenues  for the three months ended March 31, 1995 include the sale of
certain storage containers under sale/leaseback  arrangements.  Gains from these
transactions  have been  deferred and are being  amortized  over the life of the
related asset.





     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

                  Three Months Ended March 31, 1996 Compared to
                        Three Months Ended March 31, 1995

         Revenues  for the quarter  ended March 31, 1996 were  $8,857,000  which
represents a 2.1% increase  over  revenues of  $8,675,000  for the quarter ended
March 31,  1995.  Revenues  from both the sales of the  Company's  products  and
leasing of portable storage and office units were higher,  posting  increases of
21.5% and 25.8%  respectively,  exclusive of container  sales revenues  recorded
under  sale/leaseback  transactions.  In  1995,  the  Company's  sales  revenues
included  approximately  $1,401,000 in revenues  recorded  under  sale/leaseback
financing  agreements  related  principally  to storage  containers and portable
office units added to the Company's  lease fleet.  These revenues were offset by
equivalent  expenses and did not produce gross margin.  During the current year,
the Company did not enter into sale/leaseback transactions.

         The  Company's  business  is  seasonal,   with  revenues  and  earnings
generally lowest during its first quarter.

         Excluding the effect of  sale/leaseback  financings,  cost of container
and modular  building  sales as a percentage of container  and modular  building
sales for the quarter  ended March 31, 1996 was 79.9%  compared to 72.8% for the
same  quarter in 1995.  This  increase  is  primarily  attributed  to the mix of
products sold and an increase in the costs of certain raw materials.

         Excluding the effect of sale/leaseback financing,  leasing, selling and
general expenses were 43.7% of total revenue in the quarter ended March 31, 1996
compared to 47.6% in the quarter  ended March 31, 1995.  The decrease  primarily
results from the efficiencies  obtained by the Company's Texas operation,  which
was in its start-up phase during the 1995 quarter.

         Interest expense was 10.7% of revenues during the first quarter of 1996
compared to 7.5% of  revenues  during the quarter  ended  March 31,  1995.  This
increase was due largely to the costs  related to financing  the majority of the
increase in the Company's equipment and container lease fleet.

         Depreciation and  amortization  increased from 2.7% of revenues for the
quarter ended March 31, 1995 to 4.2% for the quarter ended March 31, 1996.  This
increase  is  related  primarily  to the  increase  in  size  of  the  Company's
manufacturing facility, the increase in the Company's lease fleet and additional
equipment at the Company's new and existing locations.

         The Company posted a net loss before extraordinary item of $114,000, or
$.02 per share, for the quarter ended March 31, 1996,  compared to net income of
$50,000, or $.01 per share, for the quarter ended March 31, 1995.

         In the quarter ended March 31, 1996, the Company  prepaid  certain debt
and capital  leases in connection  with entering  into a credit  agreement  (see
Liquidity and Capital Resources). The Company recognized an extraordinary charge
to earnings of $410,000, or $.06 per share, net of the benefit for income taxes,
as a result of this early  extinguishment  of debt.  The Company  also  incurred
costs of $1,803,000 to complete the credit  agreement,  which have been deferred
and are amortized over the term of the Agreement.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has required increasing amounts of financing to support the
growth of its business  during the last several  years.  This financing has been
required primarily to fund the acquisition of containers for the Company's lease
fleet and also to fund the  acquisition of property,  plant and equipment and to
support both the Company's container leasing and manufacturing  operations.  The
financing consisted  primarily of capital leases or secured borrowings,  through
equity offerings and through other borrowings.

         In order to improve its cash flow, increase its borrowing  availability
and fund its continued  growth,  on March 29, 1996,  the Company  entered into a
credit  agreement (the "Credit  Agreement") with BT Commercial  Corporation,  as
Agent for a group of  lenders  (the  "Lenders").  Under the terms of the  Credit
Agreement,  the Lenders provided the Company with a $35.0 million revolving line
of credit and a $6.0 million term loan.  Borrowings  under the Credit  Agreement
are secured by substantially all of the Company's assets.

         Borrowings  under  the term  loan  are to be  repaid  over a  five-year
period.  Interest  on the  term  loan  is at  either  prime  plus  1.75%  or the
Eurodollar rate plus 3.25%.  Borrowings  under the term loan are payable monthly
as follows (plus interest):

         Months 1 through 12                $62,500
         Months 13 through 24                83,333
         Months 25 through 60               118,056

Additional  principal payments equal to 75% of Excess Cash Flow, as defined, are
required annually.

         Available  borrowings under the revolving line of credit are based upon
the level of the Company's  inventories,  receivables and container lease fleet.
The container lease fleet will be appraised at least annually,  and up to 90% of
the lesser of cost or appraised orderly liquidation value may be included in the
borrowing  base.  Interest  accrues at either prime plus 1.5% or the  Eurodollar
rate plus 3% and is payable  monthly or at the end of the term of any Eurodollar
borrowing.  The term of this  line of  credit is three  years,  with a  one-year
extension option.

         The Credit  Agreement  contains several  covenants  including a minimum
tangible net worth requirement, a minimum fixed charge coverage ratio, a maximum
ratio of  debt-to-equity,  minimum  operating income levels and minimum required
utilization rates. In addition,  the Credit Agreement contains limits on capital
expenditures,  acquisitions,  changes in control,  the  incurrence of additional
debt and the payment of dividends.

         As of  March  31,  1996,  $2.0  million  of  additional  borrowing  was
available under the revolving line of credit.

         In  connection  with the closing of the Credit  Agreement,  the Company
terminated  its  line  of  credit  with  M&I  Thunderbird  Bank,   repaying  all
indebtedness  under that line. In addition,  the Company repaid other  long-term
debt totaling $8.4 million and  obligations  under capital leases  totaling $6.7
million.

         During the quarter ended March 31, 1996 the Company  utilized cash flow
from operations of $3,761,000.  This net use of cash was attributable  primarily
to a reduction in accounts  payable and an increase in other  assets  associated
with deferred  financing  costs  incurred in connection  with the closing of the
Credit Agreement. This was partially offset by a reduction in receivables.

         During the quarter ended March 31, 1996, the Company invested  $504,000
in equipment and the container  lease fleet.  This amount is net of the $233,000
in related financing.

         Cash flow from financing activities totaled $3,555,000 during the three
months ended March 31, 1996. This was the result of restructuring  the Company's
long-term debt and obligations  under capital leases under the Credit  Agreement
described  above,  partially  offset by the principal  payments on  indebtedness
during the quarter.

         The Company  believes that cash flow  generated from  operations  along
with the borrowing  capacity  under the Credit  Agreement  will be sufficient to
meet its  obligations  and capital  needs for the next twelve  months.  However,
there can be no assurance that additional  financing will not be required,  and,
if required, will be available on terms acceptable to the Company.

EFFECTS OF INFLATION

         The results of operations of the Company for the periods discussed have
not been significantly affected by inflation.





                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)               Exhibits

Number                                                       Description

27                                                      Selected Financial Data


(b)               Reports on Form 8-K

March 18, 1996             Item 5 - Other Events; Item 7 - Exhibits





                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          MOBILE MINI, INC.
                                          (Registrant)



Dated:  May 13, 1996                      By:  /s/ Larry Trachtenberg
                                             ------------------------
                                               Larry Trachtenberg
                                               Chief Financial Officer

 


5 1 U.S. DOLLARS 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1 720,104 0 3,686,465 237,218 5,774,897 10,747,681 18,535,809 2,703,119 55,414,425 7,501,038 0 0 0 67,393 15,547,163 55,414,425 4,915,832 8,856,709 3,925,438 8,168,080 0 0 892,143 (203,514) (89,546) (113,968) 0 (410,354) 0 (524,322) (.08) (.08)