FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
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 No. 1-4364

RYDER SYSTEM, INC.
 (a Florida corporation)
3600 N.W. 82nd Avenue
Miami, Florida 33166
Telephone (305) 500-3726
I.R.S. Employer Identification No. 59-0739250
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
Ryder System, Inc. had 60,667,305 shares of common stock ($0.50 par value per share) outstanding as of October 31, 2001.

RYDER SYSTEM, INC.
TABLE OF CONTENTS

                                                                                           Page
                                                                                          ------
                        PART I.  FINANCIAL INFORMATION

ITEM 1.      Financial Statements
             Consolidated Condensed Statements of Earnings -
             Three and Nine months ended September 30, 2001 and 2000
             (unaudited)                                                                    3

             Consolidated Condensed Balance Sheets -
             September 30, 2001 (unaudited) and December 31, 2000                           4

             Consolidated Condensed Statements of Cash Flows -
             Nine months ended September 30, 2001 and 2000 (unaudited)                      5

             Notes to Consolidated Condensed Financial Statements (unaudited)               6

             Independent Accountants' Review Report                                        17

ITEM 2.      Management's Discussion and Analysis of Results of Operations
             and Financial Condition                                                       18

ITEM 3.      Quantitative and Qualitative Disclosure About Market Risk                     37

                          PART II.  OTHER INFORMATION

ITEM 6.      Exhibits and Reports on Form 8-K                                              38

             Signatures                                                                    39

             Exhibit Index                                                                 40	

2

ITEM 1. Financial Statements
Ryder System, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (unaudited)

------------------------------------------------------------------------------------------------------------------------------------
Periods ended September 30, 2001 and 2000                                        Three Months                   Nine Months
                                                                            -----------------------     ----------------------------
(In thousands, except per share amounts)                                        2001         2000         2001             2000
------------------------------------------------------------------------------------------------------------------------------------
Revenue                                                                     $1,242,806    1,338,817    $3,818,384       3,979,615
                                                                            ----------    ---------    ----------       ---------
Operating expense                                                              531,741      597,966     1,664,106       1,795,768
Salaries and employee-related costs                                            294,428      308,508       917,113         915,893
Freight under management expense                                                90,221      101,405       299,888         310,774
Depreciation expense                                                           135,023      142,766       405,333         434,245
Gains on vehicle sales                                                          (2,630)      (3,666)       (9,603)        (16,957)
Equipment rental                                                               113,546       98,901       336,862         284,640
Interest expense                                                                29,077       36,613        92,657         117,263
Miscellaneous expense (income), net                                              4,508         (230)        7,972           2,921
Restructuring and other charges, net                                            53,803       37,278        83,709          37,278
                                                                            ----------    ---------    ----------       ---------
                                                                             1,249,717    1,319,541     3,798,037       3,881,825
                                                                            ----------    ---------    ----------       ---------
     Earnings (loss) before income taxes                                       (6,911)       19,276        20,347          97,790
Provision for (benefit from) income taxes                                      (1,405)        7,132         1,880          36,182
                                                                            ----------    ---------    ----------       ---------
     Net earnings (loss)                                                    $  (5,506)       12,144    $   18,467          61,608
                                                                            ---------     ---------    ----------       ---------

Earnings (loss) per common share:
      Basic                                                                 $   (0.09)         0.20    $     0.31            1.04
                                                                            ---------     ---------    ----------       ---------

      Diluted                                                               $   (0.09)         0.20    $     0.30            1.03
                                                                            ---------     ---------    ----------       ---------

Cash dividends per common share                                             $    0.15          0.15    $     0.45            0.45
                                                                            =========     =========    ==========       =========	

See accompanying notes to consolidated condensed financial statements.
3

ITEM 1. Financial Statements (continued)
Ryder System, Inc. and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                                                   (unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 September 30,      December 31,
(In thousands, except share amounts)                                                                 2001               2000
------------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:

      Cash and cash equivalents                                                              $         131,746           121,970
      Receivables, net of allowance for doubtful accounts of $14,895
           and $9,236, respectively                                                                    584,661           399,623
      Inventories                                                                                       70,757            77,810
      Tires in service                                                                                 133,785           158,854
      Prepaid expenses and other current assets                                                        145,466           170,019
                                                                                             ------------------  ----------------
           Total current assets                                                                      1,066,415           928,276
Revenue earning equipment, net of accumulated depreciation of
           $1,524,328 and $1,416,062, respectively                                                   2,541,538         3,012,806
Operating property and equipment, net of accumulated depreciation
           of $671,629 and $632,216, respectively                                                      578,954           612,626
Direct financing leases and other assets                                                               714,008           693,097
Intangible assets and deferred charges                                                                 206,504           228,118
                                                                                             ------------------  ----------------
                                                                                             $       5,107,419         5,474,923
                                                                                             ==================  ================
Liabilities and Shareholders' Equity
Current liabilities:

      Current portion of long-term debt                                                      $         293,179           412,738
      Accounts payable                                                                                 286,067           379,155
      Accrued expenses                                                                                 519,623           510,411
                                                                                             ------------------  ----------------
           Total current liabilities                                                                 1,098,869         1,302,304
Long-term debt                                                                                       1,488,632         1,604,242
Other non-current liabilities                                                                          277,133           298,365
Deferred income taxes                                                                                1,002,380         1,017,304
                                                                                             ------------------  ----------------
           Total liabilities                                                                         3,867,014         4,222,215
                                                                                             ------------------  ----------------
Shareholders' equity:
      Preferred stock of no par value per share - Authorized 900,000;
          none outstanding September 30, 2001 or December 31, 2000                                           -                 -
      Common stock of $0.50 par value per share - Authorized 400,000,000;
           Outstanding, September 30, 2001 - 60,645,690; December 31, 2000 - 60,044,479                534,904           524,432
      Retained earnings                                                                                759,122           767,802
      Deferred compensation                                                                            (5,726)           (3,818)
      Accumulated other comprehensive loss                                                            (47,895)          (35,708)
                                                                                             ------------------  ----------------
           Total shareholders' equity                                                                1,240,405         1,252,708
                                                                                             ------------------  ----------------
                                                                                             $       5,107,419         5,474,923
                                                                                             ==================  ================	

See accompanying notes to consolidated condensed financial statements.
4

ITEM 1. Financial Statements (continued)
Ryder System, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

---------------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, 2001 and 2000
(In thousands)                                                                                         2001              2000
---------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
      Net earnings                                                                            $         18,467            61,608
      Depreciation expense                                                                             405,333           434,246
      Gains on vehicle sales                                                                           (9,603)          (16,958)
      Amortization expense and other non-cash charges, net                                              67,502            22,530
      Deferred income tax expense                                                                      (1,605)            41,003
      Changes in operating assets and liabilities, net of acquisitions:
          Increase (decrease) in aggregate balance of trade receivables sold                         (220,000)           154,000
          Receivables                                                                                   35,560            24,585
          Inventories                                                                                    7,053           (4,711)
          Prepaid expenses and other assets                                                            (4,154)          (75,421)
          Accounts payable                                                                            (96,212)            14,896
          Accrued expenses and other non-current liabilities                                          (16,141)           (1,005)
                                                                                              -----------------  ----------------
                                                                                                       186,200           654,773
                                                                                              -----------------  ----------------
Cash flows from financing activities:
      Net change in commercial paper borrowings                                                       (91,503)           173,740
      Debt proceeds                                                                                    225,457            54,324
      Debt repaid, including capital lease obligations                                               (357,484)         (457,929)
      Dividends on common stock                                                                       (27,147)          (26,783)
      Common stock issued                                                                                7,187             5,261
                                                                                              -----------------  ----------------
                                                                                                     (243,490)         (251,387)
                                                                                              -----------------  ----------------
Cash flows from investing activities:
      Purchases of property and revenue earning equipment                                            (541,930)       (1,039,469)
      Sales of property and revenue earning equipment                                                  140,511           179,718
      Sale and leaseback of revenue earning equipment                                                  410,739           372,953
      Acquisitions, net of cash acquired                                                                     -           (3,705)
      Sale of net assets of business                                                                    14,113                 -
      Collections on direct finance leases                                                              47,204            51,841
      Other, net                                                                                       (3,571)            33,961
                                                                                              -----------------  ----------------
                                                                                                        67,066         (404,701)
                                                                                              -----------------  ----------------
Increase (decrease) in cash and cash equivalents                                                         9,776           (1,315)
Cash and cash equivalents at January 1                                                                 121,970           112,993
                                                                                              -----------------  ----------------
Cash and cash equivalents at September 30                                                     $        131,746           111,678
                                                                                              =================  ================	

See accompanying notes to consolidated condensed financial statements.
5

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(A) INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated condensed financial statements include the accounts of Ryder System, Inc. and subsidiaries (the "Company") and have been prepared by the Company in accordance with the accounting policies described in the 2000 Annual Report and should be read in conjunction with the consolidated financial statements and notes which appear in that report. These statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair presentation have been included and the disclosures herein are adequate. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. Certain prior year amounts have been reclassified to conform to current period presentation.
(B) EARNINGS PER SHARE INFORMATION
Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share reflects the dilutive effect of potential common shares from securities such as stock options and unvested restricted stock. The dilutive effect of stock options is computed using the treasury stock method, which assumes the repurchase of common shares by the Company at the average market price for the period. A reconciliation of the number of shares used in computing basic and diluted earnings per share follows:

Periods ended September 30, 2001 and 2000                  Three Months                Nine Months
(In thousands)                                            2001         2000        2001          2000
--------------------------------------------             ------       ------      ------        ------

Weighted average shares outstanding-Basic                60,160       59,576      60,003        59,504
Effect of dilutive options and unvested
     restricted stock                                         -          220         576           168
                                                         ------       ------      ------        ------

Weighted average shares outstanding-Diluted              60,160       59,796      60,579        59,672
                                                         ======       ======      ======        ======

Anti-dilutive options not included above                  9,089        6,596       6,833         6,574
                                                         ======       ======      ======        ======	

For the three months ended September 30, 2001, only basic per share amounts are calculated due to recognition of a net loss for the period. Accordingly, all outstanding options are considered anti-dilutive for this period.
Key employee plans provide for the issuance of stock appreciation rights, limited stock appreciation rights, performance units or restricted stock at no cost to the employee. The value of the restricted stock, equal to fair market value at the time of grant, is recorded in shareholders' equity as deferred compensation and recognized as compensation expense as the restricted stock vest over the periods established for each grant. The Company did not grant any restricted stock under employee incentive plans during the third quarter of 2001. During the nine months ended September 30, 2001, the Company granted 165,755 shares of restricted stock at a weighted average grant date fair value of $20.62. The Company granted 40,000 shares of restricted stock at a weighted average grant date fair value of $21.25 in the third quarter of 2000 and 65,000 shares of restricted stock at a weighted average grant date fair value of $21.11 during the nine months ended September 30, 2000.
6

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(C) COMPREHENSIVE INCOME (LOSS)
Comprehensive income presents a measure of all changes in shareholders' equity except for changes resulting from transactions with shareholders in their capacity as shareholders. The Company's total comprehensive income consists of net earnings, currency translation adjustments associated with foreign operations which use the local currency as their functional currency and recognition of an additional minimum pension liability adjustment. The additional minimum pension liability of $3.1 million at September 30, 2001 relates to the Company's Benefit Restoration Plan and represents the amount by which the plan's accumulated benefit obligation exceeds the unfunded accrued pension expense liability. Such additional minimum pension liability is offset by an intangible asset of $1.9 million equal to the Plan's unrecognized prior service cost and a reduction to comprehensive income of $1.2 million. No minimum pension liability adjustment was required for the nine months ended September 30, 2000. Currency translation adjustments for the three months ended September 30, 2001 and 2000 were $(0.4) million and $5.8 million, respectively. Currency translation adjustments for the nine months ended September 30, 2001 and 2000 were $(11.0) million and $16.8 million, respectively. Total comprehensive income (loss) for the three months ended September 30, 2001 and 2000 was $(5.9) million and $6.3 million, respectively. Total comprehensive income for the nine months ended September 30, 2001 and 2000 was $6.3 million and $44.8 million, respectively.
(D) RECENT ACCOUNTING PRONOUNCEMENTS
In October 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment and disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", with the exception of impairment and disposal issues related to goodwill and other intangible assets that are not amortized. SFAS No. 144 also supersedes the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
SFAS No. 144 retains many of the fundamental recognition and measurement provisions of SFAS No. 121. SFAS No. 144 also retains the requirement in APB No. 30 to separately identify and report discontinued operations. Such requirement extends APB No. 30 reporting requirements for discontinued operations to a component of an entity that has either been disposed of or is classified as held for sale.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and will be adopted by the Company effective January 1, 2002. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 144 will have on its results of operations, cash flows or financial position. SFAS No. 144 will result in reporting of amounts related to components of the Company that are disposed of or held for sale in discontinued operations that previously could not be classified as discontinued operations since they did not meet the definition of a segment under APB No. 30.
7

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(D) RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets," and SFAS No. 143, "Accounting for Asset Retirement Obligations."
SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 141 also specifies criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. The Company is required to adopt the provisions of SFAS No. 141 immediately.
SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but rather, be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values. Additionally, a review for impairment is required to be made consistent with the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The Company is required to adopt the provisions of SFAS No. 142 effective January 1, 2002. Any goodwill and any intangible assets determined to have an indefinite useful life that are acquired in a purchase business combination completed during the second half of 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate accounting literature prior to the issuance of SFAS No. 142. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of SFAS No. 142.
Upon adoption of SFAS No. 142, the Company is first required to evaluate its existing intangible assets and goodwill that were acquired in prior purchase business combinations and make any necessary reclassifications in order to conform with the new criteria in SFAS No. 141 for recognition apart from goodwill. The Company then will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, including those reclassified from goodwill, and make any necessary amortization period adjustments by the end of the first interim period after adoption. To the extent an intangible asset is identified as having an indefinite useful life, SFAS No. 142 requires the Company to test the intangible asset for impairment consistent with the provisions of SFAS No. 142 within the first interim period. Any impairment loss will be measured as of the date of the adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period.
After identifying and assessing intangible assets as discussed above, SFAS No. 142 requires the Company to perform an assessment of whether there is an indication that the remaining recorded goodwill is impaired as of the date of adoption. This involves a two-step transitional impairment test. To accomplish this, the Company must identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. The first step of the transitional impairment test requires the Company, within the first six months of 2002, to determine the fair value of each reporting unit and compare it to the reporting unit's carrying amount. To the extent that a reporting unit's carrying amount exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and the Company must perform the second step of the transitional impairment test. The second step of the transitional impairment test requires the Company to compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of its recognized
8

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(D) RECENT ACCOUNTING PRONOUNCEMENTS (continued)
and unrecognized assets and liabilities in a manner similar to a purchase price allocation consistent with SFAS No. 141, to its carrying amount, both of which would be measured as of January 1, 2002. This second step is required to be completed as soon as possible, but no later than December 31, 2002. Any transitional impairment loss will be recognized as a cumulative effect of a change in accounting principle in the Company's Consolidated Statements of Earnings.
At September 30, 2001, intangible assets and deferred charges included goodwill and intangible assets of $193.9 million subject to SFAS No. 141 and SFAS No. 142. Amortization expense related to goodwill and intangible assets was $3.3 million and $10.3 million for the three and nine months ended September 30, 2001, respectively. The Company is currently assessing the impact of the adoption of SFAS No. 141 and SFAS No. 142. However, it is not practicable to reasonably estimate the impact of adopting these statements on the Company's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle.
SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the Company is required to capitalize a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002 and will be adopted by the Company effective January 1, 2003. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 143 will have on its results of operations, cash flows or financial position.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," which replaces SFAS No. 125. SFAS No. 140 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. SFAS No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities (the "Transfer" provisions) occurring after March 31, 2001, and is effective for recognition and reclassification of collateral and for disclosures relating to sale-leaseback transactions and collateral (the "Disclosure" provisions) for fiscal years ending after December 15, 2000. The Company adopted the Disclosure provisions of SFAS No. 140 as discussed in the 2000 Annual Report and adopted the Transfer provisions for transactions subsequent to March 31, 2001. Adoption of this statement did not have a material impact on the Company's financial position and did not impact cash flows or results of operations.
In September 2001, the FASB issued Emerging Issues Task Force Statement (EITF) Issue No. 01-10, "Accounting for the Impact of the Terrorist Attacks of September 11, 2001." Due to the interruptions in business activity for many entities which disrupted the U.S. economy at many levels in the aftermath of the tragedy, the Task Force provided guidance in capturing data related to the effects of the September 11 events and in communicating such data to investors. EITF No. 01-10 states that at minimum, all entities should disclose in the footnotes to the financial statements in all periods affected by the September 11 events a description of the nature and amounts of losses recognized as a result of the events, the amount of related insurance recoveries (if any) recognized and a description of contingencies that have not yet been recognized in the financial statements, but that are reasonably expected to impact the entity's financial statements in the near term.
9

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(D) RECENT ACCOUNTING PRONOUNCEMENTS (continued)
The financial impact of the September 11 events on the Company cannot be quantified or measured objectively. The events did not result in any damage to Company property, loss of employees or recognition of related insurance recoveries. Prior to the September 11 events, the Company was already experiencing reductions in business volumes from customers in all segments of the business due to the general slowdown in the world, and in particular the United States' economies. Additionally, since certain accounting activities take place on a weekly or monthly basis, it is difficult in some cases to separate pre-September 11 financial activity from that occurring after the events. Thus, it is difficult to separate the impact of the September 11 events from the overall trends in the economy and the Company's business segments.
(E) RESTRUCTURING AND OTHER CHARGES, NET
Restructuring and other charges and the allocation across business segments for the three and nine months ended September 30, 2001 and 2000 were as follows (in thousands):

                                                               Three months                Nine months
                                                             2001        2000            2001       2000
                                                        -----------  ----------     ----------- ----------

Restructuring charges:
     Severance and employee-related costs                  $ 8,466          -        $26,602          -
     Facilities and related costs                            1,993          -          4,041          -
                                                           -------     ------        -------     ------
                                                            10,459          -         30,643          -
 Other charges (recoveries):
     Asset write-downs and valuation
         allowances, net                                    41,342     33,182         44,591     33,182
     Other                                                   2,002      4,096          8,475      4,096
                                                           -------     ------        -------     ------
                                                           $53,803     37,278        $83,709     37,278
                                                           =======     ======        =======     ======

Fleet Management Solutions                                 $26,123     33,182        $36,849     33,182
Supply Chain Solutions                                      24,336      4,096         34,915      4,096
Dedicated Contract Carriage                                     88          -            535          -
Central Support Services                                     3,256          -         11,410          -
                                                           -------    -------        -------     ------
                                                           $53,803    $37,278        $83,709     37,278
                                                           =======    =======        =======     ======	

The Company recorded restructuring and other charges of approximately $53.8 million and $83.7 million during the three and nine months ended September 30, 2001, respectively. The components of the charges were as follows (in thousands):

                                                     Three Months       Nine Months
                                                     ------------       -----------
Severance and employee-related costs                  $ 5,858             23,994
Facilities and related costs                            3,164              6,625
Loss on the sale of business                              135              3,467
Strategic Consulting Fees                               2,002              8,475
Cancellation of IT project                             21,727             21,727
Shut-down of U.K. home delivery network                15,471             15,471
Write-off of software licenses                          4,564              4,564
Other charges (recoveries)                                882               (614)
                                                      -------             ------
            Total                                     $53,803             83,709
                                                      =======             ======	

10

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(E) RESTRUCTURING AND OTHER CHARGES, NET (continued)
In the fourth quarter of 2000, the Company communicated to its employees its planned strategic initiatives to reduce Company expenses. As part of such initiatives, the Company is reviewing employee functions and staffing levels to eliminate redundant work or otherwise restructure work in a manner that will lead to a reduction in the workforce. The process has resulted in terminations of over 1,000 employees during 2001. Formal decisions on terminations have been made on a departmental basis. Severance and employee-related costs represent the expense for termination benefits for such employees terminated during 2001. Approximately 200 of these terminations occurred during the third quarter of 2001.
During the second and third quarters of 2001, the Company identified more than 40 facilities in the U.S. and in other countries to be closed in order to improve profitability. Facilities and related costs of approximately $3.2 million in the third quarter of 2001 include approximately $2.0 million in contractual lease obligations for closed facilities and approximately $1.2 million of asset impairments and other costs related to owned facilities that have been closed and are held for sale. For the nine months ended September 30, 2001, facilities and related costs of approximately $6.6 million include approximately $4.0 million in contractual lease obligations for closed facilities and approximately $2.6 million of asset impairments and other costs related to owned facilities that have been closed and are held for sale.
During the quarter ended March 31, 2001, the Company sold the contracts and related net assets associated with the outbound auto carriage portion of its Brazilian Supply Chain Solutions (SCS) operation. The Company incurred a loss of approximately $3.5 million on the sale of that business.
Strategic consulting fees of approximately $2.0 million and $8.5 million were incurred during the three and nine months ended September 30, 2001, respectively, in relation to the aforementioned strategic initiatives. Such consulting engagements were substantially complete at September 30, 2001.
In the third quarter of 2001, the Company cancelled an information technology (IT) project in its Fleet Management Solutions (FMS) business segment. The charge of approximately $21.7 million represents the write-off of software licenses, development costs and assets related to the project that had no future benefit.
During the third quarter of 2001, the Company initiated the shutdown of Systemcare, Ryder's shared-user home delivery network in the United Kingdom. The shutdown will be completed after meeting contractual obligations to current customers, which extend to December 31, 2002. The charge includes an impairment of goodwill of approximately $10.6 million. The remainder of the charge includes severance and employee- related costs of approximately $2.6 million and asset impairment charges of approximately $2.3 million related to the shutdown of Systemcare.
An investment of approximately $4.6 million in certain license agreements for supply chain management software was written off in the third quarter of 2001 because the software no longer has a viable business or customer application. Other charges (recoveries) primarily represent a gain of approximately $2.2 million recorded in the first quarter of 2001 on the sale of the corporate aircraft offset with charges of approximately $1.6 million in the nine months ended September 30, 2001 representing impairment of other assets.
11

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(E) RESTRUCTURING AND OTHER CHARGES, NET (continued)
During the third quarter of 2000, the Company recorded a pre-tax charge of approximately $37.3 million. Approximately $33.8 million of the charge represents an asset write-down resulting from the industry-wide downturn in the market for new and used "Class 8" vehicles (the largest heavy-duty tractors and straight trucks) which led to a decrease in the market value of used tractors during the second half of 2000. The Company's unsold Class 8 inventory consists of units previously used by customers of the FMS segment. Tractors identified for accelerated disposal represent revenue earning equipment held for sale that the Company identified in the third quarter of 2000 as increasingly undesirable and unmarketable due to lower-powered engines or a potential lack of future support for parts and service. Impairment of other tractors reflects owned and leased units for which estimated fair value less costs to sell declined below carrying value (or termination value, which represents the final payment due to lessors, in the case of leased units) in the third quarter of 2000.
The third quarter 2000 charge is reduced by a recovery of $570,000 of prior impairment charges which represents gains on vehicles sold in the U.K. during the third quarter of 2000, for which an impairment charge had been recorded in the 1999 restructuring.
During 2000, the Company was involved in litigation with a former customer, OfficeMax, relating to a logistics services agreement that was terminated in 1997. In October 2000, Ryder agreed to an out-of-court settlement with OfficeMax, ending this litigation. Approximately $4.1 million representing the write-off of certain assets related to the OfficeMax contract is included in the third quarter 2000 charge.
Activity related to restructuring reserves for the nine months ended September 30, 2001 was as follows:

                                               Dec. 31,                                         Sept. 30,
                                                  2000                                               2001
In thousands                                   Balance      Additions      Deductions             Balance
----------------------------------------  -------------  -------------  --------------   -----------------
Employee severance and benefits                $ 3,908         26,602          14,033              16,477
Facilities and related costs                     2,012          4,041           1,730               4,323
                                          -------------  -------------  --------------   -----------------
                                               $ 5,920         30,643          15,763              20,800
                                          =============  =============  ==============   =================	

Additions relate to liabilities for employee severance and benefits and lease obligations on facility closures, all incurred in 2001. Deductions represent payments made related to restructuring charges. At September 30, 2001, employee severance and benefits obligations are required to be paid over the next three years. At September 30, 2001, lease obligations are noncancellable and contractually required to be paid principally over the next three years.
12

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(F) SALE OF TRADE RECEIVABLES
The Company participates in an agreement, as amended from time to time, to sell, with limited recourse, up to $375.0 million of trade receivables on a revolving basis. Such agreement expires in July 2004. The receivables are sold at a discount, which approximates the purchaser's financing costs of issuing its own commercial paper backed by the trade receivables. The Company is responsible for servicing receivables sold but has no retained interests. At September 30, 2001 and December 31, 2000 the outstanding balance of receivables sold pursuant to this agreement was $125.0 million and $345.0 million, respectively. Sales of receivables are reflected as a reduction of receivables in the accompanying consolidated balance sheets. The costs associated with this program were $1.3 million and $4.5 million for the third quarters of 2001 and 2000, respectively, and are included in miscellaneous expense (income), net. For the nine months ended September 30, 2001 and 2000, the costs associated with this program were $8.2 million and $12.5 million, respectively. The Company maintains an allowance for doubtful receivables based on the expected collectability of all receivables, including receivables sold. As mentioned in the previous note, the Company adopted the Disclosure provisions of SFAS No. 140 and adopted the Transfer provisions for transactions subsequent to March 31, 2001.
(G) INCOME TAXES
The Company's effective income tax rate was a 20.3 percent benefit for the third quarter of 2001 compared with a 37.0 percent expense for the third quarter of 2000. For the nine months ended September 30, 2001, the Company's effective income tax rate was 9.2 percent compared with 37.0 percent in the same period last year. In June 2001, legislation was enacted in Canada that will reduce future income tax rates applicable to the Company's Canadian operations. This resulted in a one-time reduction in the Company's related deferred taxes of $6.8 million, which was recorded in June 2001 as a reduction of the Company's income tax provision for the nine months ended September 30, 2001 and provided a one-time reduction of the Company's effective tax rate. For the three months ended September 30, 2001, the Company's effective tax rate was reduced by certain items included in restructuring and other charges, principally goodwill, for which the Company receives no income tax deduction.
(H) DEBT AND OTHER FINANCING
The Company's outstanding debt balances were as follows:

                                                September 30,          December 31,
In millions                                              2001                  2000
------------------------------------------------------------------------------------
U.S. commercial paper                                $  380.4                 441.1
Canadian commercial paper                                  --                  31.7
Unsecured U.S. notes:
       Debentures                                       325.7                 425.6
       Medium-term notes                                637.2                 755.9
Unsecured foreign obligations                           340.6                 332.7
Other debt, including capital leases                     97.9                  30.0
------------------------------------------------------------------------------------
Total debt                                            1,781.8               2,017.0
Current portion                                        (293.2)               (412.8)
------------------------------------------------------------------------------------
Long-term debt                                       $1,488.6               1,604.2
------------------------------------------------------------------------------------	

13

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(H) DEBT AND OTHER FINANCING (continued)
During the first quarter of 2001, the Company replaced its $720.0 million global revolving credit facility which was to expire in June 2002 with a new $860.0 million global revolving credit facility. The new facility is composed of $300.0 million which matures in March 2002 and is renewable annually, and $560.0 million which matures in March 2006. The primary purposes of the credit facility are to finance working capital and provide support for the issuance of commercial paper. At the Company's option, the interest rate on borrowings under the credit facility is based on LIBOR, prime, federal funds or local equivalent rates. The credit facility's annual facility fee ranges from 12.5 to 15.0 basis points applied to the total facility of $860.0 million based on the Company's current credit ratings. At September 30, 2001, $378.0 million was available under this global revolving credit facility. Of such amount, $274.6 million was available at a maturity of less than one year. Foreign borrowings of $96.1 million were outstanding under the facility at September 30, 2001.
In September 1998, the Company filed an $800.0 million shelf registration statement with the Securities and Exchange Commission. Proceeds from debt issuances under the shelf registration have been and are expected to be used for capital expenditures, debt refinancing and general corporate purposes. During the nine months ended September 30, 2001, $40.0 million of medium-term notes were issued under the shelf registration. At September 30, 2001, the Company had $447.0 million of debt securities available for issuance under this shelf registration statement.
In the first quarter of 2001, the Company entered into a sale-leaseback transaction in which the Company sold a beneficial interest in certain revenue earning equipment and pledged a portion of the beneficial interests in the underlying customer leases to a separately rated and unconsolidated vehicle lease trust (Ryder Vehicle Lease Trust 2001-A). A total of $426.6 million in securities (including $409.9 million of bonds that are traded in public markets) were issued. These securities are supported by a portion of the future cash flow stream generated by full service lease contracts and the eventual disposition of the underlying leased vehicles. The related vehicles total 9,700 full service lease units in 40 states.
(I) OTHER MATTERS
The Company is a party to various claims, legal actions and complaints arising in the ordinary course of business. While any proceeding or litigation has an element of uncertainty, management believes that the disposition of these matters will not have a material impact on the consolidated financial position, liquidity or results of operations of the Company.
At September 30, 2001, the Company had letters of credit outstanding totaling $117.3 million, which primarily guarantee certain insurance activities. Certain of these letters of credit guarantee insurance activities associated with insurance claim liabilities transferred in conjunction with the sale of certain businesses reported as discontinued operations in previous years. To date, such insurance claims, representing per claim deductibles payable under third-party insurance policies, have been paid by the companies that assumed such liabilities. However, if all or a portion of such assumed claims of approximately $20.0 million are unable to be paid, the third-party insurers may have recourse against certain of the outstanding letters of credit provided by the Company in order to satisfy the unpaid claim deductibles.
14

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(J) SEGMENT INFORMATION
The Company's operating segments are aggregated into reportable business segments based primarily upon similar economic characteristics, products, services and delivery methods. The Company operates in three reportable business segments: (1) FMS, which provides full service leasing, commercial rental and programmed maintenance of trucks, tractors and trailers to customers, principally in the U.S., Canada and the United Kingdom; (2) SCS, which provides comprehensive supply chain consulting and lead logistics management solutions that support customers' entire supply chains, from inbound raw materials through distribution of finished goods throughout North America, in Latin America, Europe and Asia; and (3) Dedicated Contract Carriage (DCC), which provides vehicles and drivers as part of a dedicated transportation solution, principally in North America.
Beginning in the first quarter of 2001, e-Commerce was reported as a separate business segment. Initial costs to build the e-Commerce platform were included in Central Support Services (CSS) through December 31, 2000. During the first and second quarters of 2001, such costs were reclassified from CSS for all previous periods in order to report e-Commerce results independently. In July 2001, in conjunction with the Company's restructuring initiatives, responsibility for the Company's e-Commerce operations was transferred to the leadership of the SCS business segment. Such operations, which had evolved to provide similar services compared with other SCS operations, were integrated into the SCS customer base. Discrete financial information for these operations is no longer provided to the Company's chief operating decision-maker as of July 2001. As such, e-Commerce is no longer considered a separate business segment.
In addition to the transfer of responsibility for the e-Commerce operations to the SCS leadership, responsibility for certain SCS accounts that had become more similar to the Company's DCC product was transferred from the SCS leadership to the DCC leadership in July 2001. Also, costs and personnel associated with the maintenance of the Company's general web site, previously reported as a component of e-Commerce, began being reported internally as a component of CSS in July 2001. The business segment revenue and contribution margin information furnished herein reflects the aforementioned reclassifications to conform to the Company's current reporting and presentation.
Management evaluates business segment financial performance based upon several factors, of which the primary measure relied upon is contribution margin. Contribution margin represents each business segment's revenue, less direct costs and direct overheads related to the segment's operations. Business segment contribution margin for all segments (net of eliminations), less CSS expenses and restructuring and other charges, net, is equal to earnings (loss) before income taxes. CSS are those costs incurred to support all business segments, including sales and marketing, human resources, finance, shared management information systems, customer solutions, health and safety, legal and communications.
The FMS segment leases revenue earning equipment, sells fuel and provides maintenance and other ancillary services to the SCS and DCC segments. Inter-segment revenues and contribution margin are accounted for at approximate fair value as if the transactions were made to independent third parties. Contribution margin related to inter-segment equipment and services billed to customers (equipment contribution) is included in both FMS and the business segment which served the customer, then eliminated (presented as "Eliminations"). Equipment contribution included in SCS contribution margin for the three months ended September 30, 2001 and 2000 was $3.6 million and $4.9 million, respectively, and $12.1 million and $14.8 million for the nine months ended September 30, 2001 and 2000, respectively. Equipment contribution included in DCC contribution margin for the three months ended
15

ITEM 1. Financial Statements (continued)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
(J) SEGMENT INFORMATION (continued)
September 30, 2001 and 2000 was $5.4 million and $5.5 million, respectively, and $14.9 million and $16.4 million for the nine months ended September 30, 2001 and 2000, respectively. Interest expense is primarily allocated to the FMS business segment since such borrowings are used principally to fund the purchase of revenue earning equipment used in FMS.
The following tables set forth the revenue and contribution margin for each of the Company's business segments for the three and nine months ended September 30, 2001 and 2000. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented.

                                                                Three Months             Nine Months
                                                        -----------------------     ----------------------
In millions                                                2001         2000            2001       2000
                                                        ----------   ----------     ----------- ----------
Revenue:
   Fleet Management Solutions:
     Full service lease and program maintenance           $  465.3      471.4        $1,399.2     1,395.8
     Commercial rental                                       125.0      137.7           355.4       394.3
     Fuel                                                    161.4      191.4           519.3       574.8
     Other                                                    91.8       99.8           284.3       303.1
                                                         ---------     ------        --------     -------
        Total Fleet Management Solutions                     843.5      900.3         2,558.2     2,668.0
   Supply Chain Solutions                                    345.6      390.8         1,114.7     1,175.9
   Dedicated Contract Carriage                               135.6      139.6           401.5       411.0
   Eliminations                                              (81.9)     (91.9)         (256.0)     (275.3)
                                                         ---------    --------       --------     -------
        Total revenue                                    $ 1,242.8    1,338.8        $3,818.4     3,979.6
                                                         =========    ========       ========     =======	

In millions                                                  Three Months                  Nine Months
                                                        ----------------------      ---------------------
Contribution margin:                                          2001        2000            2001       2000
                                                        ----------    ---------      ----------  ---------

    Fleet Management Solutions                             $  94.6       107.2         $ 257.3      285.7
    Supply Chain Solutions                                    12.9        15.8            32.1       46.8
    Dedicated Contract Carriage                               15.6        15.3            41.9       44.0
    Eliminations                                              (9.0)      (10.4)          (27.0)     (31.2)
                                                        -----------   ---------      ----------  ---------
                                                             114.1       127.9           304.3      345.3
Central Support Services                                     (67.2)      (71.3)         (200.3)    (210.2)
                                                        -----------   ---------      ----------  ---------
Earnings before restructuring and other
    charges and income taxes                                  46.9        56.6           104.0      135.1
Restructuring and other charges, net                         (53.8)      (37.3)          (83.7)     (37.3)
                                                        ----------   ---------       ---------   --------

Earnings (loss) before income taxes                        $  (6.9)       19.3         $  20.3       97.8
                                                         =========   =========       =========    =======	

Asset information, including capital expenditures, is not maintained on a business segment basis nor provided to the chief operating decision-maker, and as such is not presented.
16

KPMG LLP
CERTIFIED PUBLIC ACCOUNTANTS

One Biscayne Tower                            Telephone           305-358-2300
2 South Biscayne Boulevard                    Fax                 305-913-2692
Suite 2900
Miami, Florida  33131	

Independent Accountants' Review Report
The Board of Directors and Shareholders
Ryder System, Inc.:
We have reviewed the accompanying consolidated condensed balance sheet of Ryder System, Inc. and subsidiaries as of September 30, 2001, and the related consolidated condensed statements of earnings for the three and nine months ended September 30, 2001 and 2000 and the consolidated condensed statements of cash flows for the nine months ended September 30, 2001 and 2000. These consolidated condensed financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above in order for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Ryder System, Inc. and subsidiaries as of December 31, 2000, and the related consolidated statements of earnings, shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 7, 2001, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/S/ KPMG LLP

Miami, Florida
October 17, 2001	

17

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition
OVERVIEW
The following discussion should be read in conjunction with the unaudited consolidated condensed financial statements and notes thereto included under ITEM 1. In addition, reference should be made to the Company's audited consolidated financial statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's most recent Annual Report on Form 10-K. Unless otherwise noted, discussion and analysis for the nine months ended September 30, 2001 is consistent with that for the three months ended September 30, 2001.
The Company's operating segments are aggregated into reportable business segments based primarily upon similar economic characteristics, products, services and delivery methods. The Company operates in three reportable business segments: (1) Fleet Management Solutions (FMS), which provides full service leasing, commercial rental and programmed maintenance of trucks, tractors and trailers to customers, principally in the U.S., Canada and the United Kingdom;
(2) Supply Chain Solutions (SCS), which provides comprehensive supply chain consulting and lead logistics management solutions that support customers' entire supply chains, from inbound raw materials through distribution of finished goods throughout North America, in Latin America, Europe and Asia; and
(3) Dedicated Contract Carriage (DCC), which provides vehicles and drivers as part of a dedicated transportation solution, principally in North America.
Beginning in the first quarter of 2001, e-Commerce was reported as a separate business segment. Initial costs to build the e-Commerce platform were included in Central Support Services (CSS) through December 31, 2000. During the first and second quarters of 2001, such costs were reclassified from CSS for all previous periods in order to report e-Commerce results independently. In July 2001, in conjunction with the Company's restructuring initiatives, responsibility for the Company's e-Commerce operations was transferred to the leadership of the SCS business segment. Such operations, which had evolved to provide similar services compared with other SCS operations, were integrated into the SCS customer base. Discrete financial information for these operations is no longer provided to the Company's chief operating decision-maker as of July 2001. As such, e-Commerce is no longer considered a separate business segment.
In addition to the transfer of responsibility for the e-Commerce operations to the SCS leadership, responsibility for certain SCS accounts that had become more similar to the Company's DCC product was transferred from the SCS leadership to the DCC leadership in July 2001. Also, costs and personnel associated with the maintenance of the Company's general web site, previously reported as a component of e-Commerce, began being reported internally as a component of CSS in July 2001. The business segment revenue and contribution margin information furnished in "Operating Results by Business Segment" herein reflects the aforementioned reclassifications to conform to the Company's current reporting and presentation.
Revenue decreased 7.2 percent to $1.24 billion for the three months ended September 30, 2001 compared with $1.34 billion in the same period of 2000. Revenue decreased 4.1 percent to $3.82 billion for the nine months ended September 30, 2001 compared with $3.98 billion in the comparable period last year. All business segments experienced a decline in revenue over the same period in 2000. The decrease was due primarily to decreases in demand for rental vehicles, decreases in fuel sales volumes and to a lesser extent prices, and SCS volume reductions in the U.S. and in Latin America attributable to the continued worldwide economic slowdown. Volume reductions in SCS were also due to the sale of the contracts and related net assets associated with the disposal of the outbound auto carriage business of the Company's Brazilian SCS operation (see further details in the restructuring and other charges discussion of this Management's Discussion and Analysis). Revenue was also reduced by the impact of exchange rates on translation of foreign subsidiary revenues, particularly those in the U.K. and Brazil where exchange rates have decreased by approximately 6.1 percent and 21.4 percent, respectively, from the comparable period last year.
18

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OVERVIEW (continued)
Operating expense decreased $66.2 million, or 11.1 percent, to $531.7 million in the three months ended September 30, 2001 compared with the same period in 2000. Operating expense decreased $131.7 million, or 7.3 percent, to $1.66 billion in the nine months ended September 30, 2001 compared with the comparable period in 2000. The decrease was a result of a reduction in overheads due to the Company implementing cost containment actions throughout 2001 and a reduction in fuel costs as a result of lower volumes and prices. The decrease also reflects lower operating expense in the U.K. due to lost business and in South America as a result of the sale of the contracts and related net assets associated with the disposal of the Company's outbound auto carriage business of the Company's Brazilian SCS operation.
Salaries and employee-related costs decreased $14.1 million, or 4.6 percent, to $294.4 million in the third quarter of 2001 compared to same period in 2000. The decrease was a result of planned reductions in headcount due to the Company implementing its strategic initiatives throughout 2001 (See discussion on Restructuring and other charges, net below). The decrease was partially offset with a decrease in pension income during the third quarter compared with the same period in 2000. Pension income for the Company's primary U.S. pension plan was $2.9 million and $14.2 million for the three months ended September 30, 2001 and 2000, respectively, and $8.6 million and $35.3 million for the nine months ended September 30, 2001 and 2000, respectively, and principally benefits FMS. Pension income from the Company's primary U.S. pension plan is partially offset by pension expense from the Company's other pension plans. In the nine months ended September 30, 2001, salaries and employee related costs increased $1.2 million, or 0.1 percent, to $917.1 million. The increase was a result of the aforementioned decrease in pension income for the nine months ended September 30, 2001 compared with the same period in 2000. The increase in pension income for the nine months ended September 30, 2001 was largely offset by the effect of the planned reductions in headcount implemented throughout 2001.
The Company has calculated preliminary pension estimates for 2002 based on interest rate, participation and other assumptions and the market related value of plan assets in the Company's primary U.S. pension plan as of September 30, 2001. Based on these estimates, the Company would anticipate recording $25.0 million to $30.0 million in pension expense in 2002 for all pension plans, compared to $1.0 million to $5.0 million in pension income forecasted for 2001. Such 2002 estimates are subject to change based upon changes in the aforementioned assumptions and completion of actuarial analysis of all pension plans as of December 31, 2001. The anticipated pension expense in 2002 would primarily impact FMS, which employs the majority of the Company's employees that participate in the Company's primary U.S. pension plan.
Freight under management expense (FUM) decreased by $11.2 million, or 11.0 percent, to $90.2 million in the third quarter of 2001 compared with the same period in 2000. FUM decreased by 3.5 percent to $299.9 million in the nine months ended September 30, 2001, as compared to $310.8 million in the comparable period of 2000. The decrease was due to revenue reductions in related operating units of the SCS business segment as a result of reduced freight volume.
Depreciation expense in the third quarter of 2001 decreased by $7.7 million, or 5.4 percent, to $135.0 million compared with the third quarter of 2000. Depreciation expense decreased by $28.9 million, or 6.7 percent in the nine months ended September 30, 2001 compared with the same period last year. The decrease resulted principally from sale-leaseback and other transactions which increased the number of leased (as opposed to owned) vehicles in the Company's fleet since the first quarter of 2000. The decrease in depreciation expense was partially offset by an increase in depreciation expense associated with the reduction of estimated residual values associated with certain classes of tractors. In the third quarter of 2000, the Company reduced residual values for certain classes of vehicles currently in use and expected to be disposed of during the next several years. This was applied consistent with the charge recorded in the third quarter of 2000 to reflect decreases in the estimates in residual values of certain classes of tractors held for sale.
19

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OVERVIEW (continued)
Gains on vehicle sales decreased $1.0 million, or 28.3 percent, to $2.6 million in the third quarter of 2001 compared with the third quarter of 2000 and decreased $7.4 million, or 43.4 percent, to $9.6 million in the nine months ended September 30, 2001 compared with the same period last year. The decrease in gains on vehicle sales for the three and nine months ended September 30, 2001 was due to the continuing weak demand in the used truck market. Such weakness began to impact the Company during the second quarter of 2000. Average sales proceeds per unit decreased by approximately 10.1 percent during the third quarter of 2001 compared with the same period last year and decreased by approximately 4.6 percent compared with the second quarter of 2001. However, the average book value per unit of units sold for the three months ended September 30, 2001 was approximately 4.8 percent lower than that of units sold in the same period of 2000 as a result of the aforementioned increases in depreciation expense due to reductions in estimated residual values.
The Company periodically reviews and adjusts the residual values, reserves for guaranteed lease termination values and useful lives of revenue earning equipment based on current and expected operating trends and projected realizable values. The Company believes that its carrying values and estimated sales proceeds for revenue earning equipment are appropriate. However, a greater than anticipated decline in the market for used vehicles may require the Company to further adjust such values and estimates which will impact the amounts ultimately reported in the Company's financial statements and accompanying notes.
Equipment rental primarily consists of rental costs on revenue earning equipment. Equipment rental costs increased $14.6 million, or 14.8 percent, to $113.5 million in the third quarter of 2001 compared with the same period in 2000 and increased $52.2 million, or 18.3 percent, to $336.9 million in the nine months ended September 30, 2001 compared with the same period in 2000. The increases were due to sale-leaseback transactions, including securitization transactions, completed in the last 12 months as well as increases in reserves for guaranteed lease termination values to reflect decreases in the estimate in termination values.
Interest expense decreased $7.5 million, or 20.6 percent, to $29.1 million during the second quarter of 2001 compared with the same period in 2000. In the nine months ended September 30 2001, interest expense decreased $24.6 million, or 20.9 percent, to $92.7 million compared with the same period of 2000. The decrease in interest expense principally reflects debt reductions associated with the use of proceeds from the aforementioned sale-leaseback transactions and generally lower market interest rates compared with the prior periods.
The Company had miscellaneous expense of $4.5 million in the third quarter of 2001 compared with $230,000 of income in the same period last year. For the nine months ended September 30, 2001, miscellaneous expense increased $5.1 million to $8.0 million compared with the same period in 2000. The increase in miscellaneous expense during the three and nine months ended September 30, 2001 was due primarily to increased net unrealized losses on investments used to fund certain benefit plans compared with increased net unrealized gains on such during 2000. Such investments are considered to be trading securities under Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and are included in Direct financing leases and other assets. The increase in miscellaneous expense was slightly offset by lower costs related to the decreased use of the Company's revolving facility for the sale of trade receivables.
20

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OVERVIEW (continued)
The Company recorded restructuring and other charges of approximately $53.8 million and $83.7 million during the three and nine months ended September 30, 2001, respectively. The components of the charges were as follows (in thousands):

                                                      Three Months      Nine Months
                                                     -------------     -------------

Severance and employee-related costs                 $       5,858            23,994
Facilities and related costs                                 3,164             6,625
Loss on the sale of business                                   135             3,467
Strategic Consulting Fees                                    2,002             8,475
Cancellation of IT project                                  21,727            21,727
Shut-down of U.K. home delivery network                     15,471            15,471
Write-off of software licenses                               4,564             4,564
Other charges (recoveries)                                     882             (614)
                                                     -------------     -------------
            Total                                    $      53,803            83,709
                                                     =============     =============	

In the fourth quarter of 2000, the Company communicated to its employees its planned strategic initiatives to reduce Company expenses. As part of such initiatives, the Company is reviewing employee functions and staffing levels to eliminate redundant work or otherwise restructure work in a manner that will lead to a reduction in the workforce. The process has resulted in terminations of over 1,000 employees during 2001. Formal decisions on terminations have been made on a departmental basis. Severance and employee-related costs represent the expense for termination benefits for such employees terminated during 2001. Approximately 200 of these terminations occurred during the third quarter of 2001.
During the second and third quarters of 2001, the Company identified more than 40 facilities in the U.S. and in other countries to be closed in order to improve profitability. Facilities and related costs of approximately $3.2 million in the third quarter of 2001 include approximately $2.0 million in contractual lease obligations for closed facilities and approximately $1.2 million of asset impairments and other costs related to owned facilities that have been closed and are held for sale. For the nine months ended September 30, 2001, facilities and related costs of approximately $6.6 million include approximately $4.0 million in contractual lease obligations for closed facilities and approximately $2.6 million of asset impairments and other costs related to owned facilities that have been closed and are held for sale.
During the quarter ended March 31, 2001, the Company sold the contracts and related net assets associated with the outbound auto carriage portion of its Brazilian SCS operation. The Company incurred a loss of approximately $3.5 million on the sale of that business.
Strategic consulting fees of approximately $2.0 million and $8.5 million were incurred during the three and nine months ended September 30, 2001, respectively, in relation to the aforementioned strategic initiatives. Such consulting engagements were substantially complete at September 30, 2001.
In the third quarter of 2001, the Company cancelled an information technology (IT) project in its FMS business segment. The charge of approximately $21.7 million represents the write-off of software licenses, development costs and assets related to the project that had no future benefit.
During the third quarter of 2001, the Company initiated the shutdown of Systemcare, Ryder's shared-user home delivery network in the United Kingdom. The shutdown will be completed after meeting contractual obligations to current customers, which extend to December 31, 2002. The charge includes an impairment of goodwill of approximately $10.6 million. The remainder of the charge includes severance and employee-related costs of approximately $2.6 million and asset impairment charges of approximately $2.3 million related to the shutdown of Systemcare.
21

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OVERVIEW (continued)
An investment of approximately $4.6 million in certain license agreements for supply chain management software was written off in the third quarter of 2001 because the software no longer has a viable business or customer application. Other charges (recoveries) primarily represent a gain of approximately $2.2 million recorded in the first quarter of 2001 on the sale of the corporate aircraft offset with charges of approximately $1.6 million in the nine months ended September 30, 2001 representing impairment of other assets.
During the third quarter of 2000, the Company recorded a pre-tax charge of approximately $37.3 million. Approximately $33.8 million of the charge represents an asset write-down resulting from the industry-wide downturn in the market for new and used "Class 8" vehicles (the largest heavy-duty tractors and straight trucks) which led to a decrease in the market value of used tractors during the second half of 2000. The Company's unsold Class 8 inventory consists of units previously used by customers of the FMS segment. Tractors identified for accelerated disposal represent revenue earning equipment held for sale that the Company identified in the third quarter of 2000 as increasingly undesirable and unmarketable due to lower-powered engines or a potential lack of future support for parts and service. Impairment of other tractors reflects owned and leased units for which estimated fair value less costs to sell declined below carrying value (or termination value, which represents the final payment due to lessors, in the case of leased units) in the third quarter of 2000.
The third quarter 2000 charge is reduced by a recovery of $570,000 of prior impairment charges which represents gains on vehicles sold in the U.K. during the third quarter of 2000, for which an impairment charge had been recorded in the 1999 restructuring.
During 2000, the Company was involved in litigation with a former customer, OfficeMax, relating to a logistics services agreement that was terminated in 1997. In October 2000, Ryder agreed to an out-of-court settlement with OfficeMax, ending this litigation. Approximately $4.1 million representing the write-off of certain assets related to the OfficeMax contract is included in the third quarter 2000 charge.
Activity related to restructuring reserves for the nine months ended September 30, 2001 was as follows:

                                               Dec. 31,                                         Sept. 30,
                                                  2000                                               2001
In thousands                                   Balance      Additions      Deductions             Balance
----------------------------------------  -------------  -------------  --------------   -----------------
Employee severance and benefits                $ 3,908         26,602          14,033              16,477
Facilities and related costs                     2,012          4,041           1,730               4,323
                                           -----------    -----------    ------------     ---------------
                                               $ 5,920         30,643          15,763              20,800
                                           ===========    ===========    ============     ===============	

Additions relate to liabilities for employee severance and benefits and lease obligations on facility closures, all incurred in 2001. Deductions represent payments made related to restructuring charges. At September 30, 2001, employee severance and benefits obligations are required to be paid over the next three years. At September 30, 2001, lease obligations are noncancellable and contractually required to be paid principally over the next three years.
22

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OVERVIEW (continued)
The Company's effective income tax rate was a 20.3 percent benefit for the third quarter of 2001 compared with a 37.0 percent expense for the third quarter of 2000. For the nine months ended September 30, 2001, the Company's effective income tax rate was 9.2 percent compared with 37.0 percent in the same period last year. In June 2001, legislation was enacted in Canada that will reduce future income tax rates applicable to the Company's Canadian operations. This resulted in a one-time reduction in the Company's related deferred taxes of $6.8 million, which was recorded in June 2001 as a reduction of the Company's income tax provision for the nine months ended September 30, 2001 and provided a one-time reduction of the Company's effective tax rate. The Company believes the impact of this legislation on its future effective income tax rate will be nominal as Canadian operations represent approximately 6.6 percent of the Company's revenue at September 30, 2001. For the three months ended September 30, 2001, the Company's effective tax rate was reduced by certain items included in restructuring and other charges, principally goodwill, for which the Company receives no income tax deduction.
23

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OPERATING RESULTS BY BUSINESS SEGMENT

                                                     Three Months                        Nine Months
                                               ---------------------------        ---------------------------
In millions                                           2001           2000                2001           2000
                                               ------------   ------------        ------------   ------------
Fleet Management Solutions

Total revenue                                     $  843.5          900.3            $2,558.2        2,668.0

Fuel revenue                                        (161.4)        (191.4)             (519.3)        (574.8)
                                               -----------    -----------        ------------   ------------
Dry revenue                                       $  682.1          708.9            $2,038.9        2,093.2
                                               ===========    ===========        ============   ============

Contribution margin                               $   94.6          107.2            $  257.3          285.7
                                               ===========    ===========        ============   ============

Contribution margin as % of total revenue             11.2%          11.9%               10.1%          10.7%
                                               ===========    ===========        ============   ============

Contribution margin as % of dry revenue               13.9%          15.1%               12.6%          13.6%
                                               ===========    ===========        ============   ============

Supply Chain Solutions

Total revenue                                     $  345.6          390.8            $1,114.7        1,175.9
Freight under management expense                     (89.0)         (99.2)             (296.0)        (306.4)
                                               -----------    -----------        ------------   ------------
Operating revenue                                 $  256.6          291.6            $  818.7          869.5
                                               ===========    ===========        ============   ============

Contribution margin                               $   12.9           15.8            $   32.1           46.8
                                               ===========    ===========        ============   ============

Contribution margin as % of total revenue              3.7%           4.0%                2.9%           4.0%
                                               ===========    ===========        ============   ============

Contribution margin as % of operating revenue          5.0%           5.4%                3.9%           5.4%
                                               ===========    ===========        ============   ============

Dedicated Contract Carriage

Total revenue                                     $  135.6          139.6            $  401.5          411.0

Freight under management expense                      (1.2)          (2.2)               (3.9)          (4.4)
                                               -----------    -----------        ------------   ------------
Operating revenue                                 $  134.4          137.4            $  397.6          406.6
                                               ===========    ===========        ============   ============

Contribution margin                               $   15.6           15.3            $   41.9           44.0
                                               ===========    ===========        ============   ============

Contribution margin as % of total revenue             11.5%          11.0%               10.4%          10.7%
                                               ===========    ===========        ============   ============

Contribution margin as % of operating revenue         11.6%          11.1%               10.5%          10.8%
                                               ===========    ===========        ============   ============	

24

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OPERATING RESULTS BY BUSINESS SEGMENT (continued)
Management evaluates business segment financial performance based upon several factors, of which the primary measure relied upon is contribution margin. Contribution margin represents each business segment's revenue, less direct costs and direct overheads related to the segment's operations. Business segment contribution margin for all segments (net of eliminations), less CSS expenses and restructuring and other charges, net, is equal to earnings before income taxes. CSS are those costs incurred to support all business segments, including sales and marketing, human resources, finance, shared management information systems, customer solutions, health and safety, legal and communications.
The FMS segment leases revenue earning equipment, sells fuel and provides maintenance and other ancillary services to the SCS and DCC segments. Inter-segment revenues and contribution margin are accounted for at approximate fair value as if the transactions were made with independent third parties. Contribution margin related to inter-segment equipment and services billed to customers (equipment contribution) is included in both FMS and the business segment which served the customer, then eliminated (presented as "Eliminations"). Equipment contribution included in SCS contribution margin for the three months ended September 30, 2001 and 2000 was $3.6 million and $4.9 million, respectively, and $12.1 million and $14.8 million for the nine months ended September 30, 2001 and 2000, respectively. Equipment contribution included in DCC contribution margin for the three months ended September 30, 2001 and 2000 was $5.4 million and $5.5 million, respectively, and $14.9 million and $16.4 million for the nine months ended September 30, 2001 and 2000, respectively. Interest expense is primarily allocated to the FMS business segment since such borrowings are used principally to fund the purchase of revenue earning equipment used in FMS.
Fleet Management Solutions
In the FMS segment, dry revenue (revenue excluding fuel) in the third quarter of 2001 totaled $682.1 million, a decrease of 3.8 percent from the same period in 2000. Dry revenue in the nine months ended September 30, 2001 totaled $2.04 billion, a decrease of 2.6 percent from the same period in 2000. Full service lease and contract maintenance revenue decreased 1.3 percent in the third quarter of 2001 due to a decrease in variable full service lease billings attributable to a reduction in the number of miles driven as a result of the softening U.S. economy. U.S. lease product line miles decreased approximately 3.5 percent for the quarter ended September 30, 2001 and approximately 2.5 percent for the nine months ended September 30, 2001 compared with the same periods in 2000. Despite the decrease in miles driven, full service lease and contract maintenance revenue remained flat for the nine months ended September 30, 2001 due primarily to an increase in revenue per mile and a year-to-date increase in revenue per unit. The Company anticipates generally flat to slightly lower full service lease and contract maintenance revenue in the fourth quarter of 2001 compared with the fourth quarter of 2000 due to negative net sales over recent periods primarily as a result of the slowing U.S. economy as well as decreases in variable billings. Net sales takes into consideration new business with new or existing customers, revenue changes with existing customers due to replacement vehicles or rate changes, net of full service leases that reach the end of their term during the reported period.
Rental revenue decreased $12.7 million, or 9.2 percent in the third quarter of 2001 and $38.9 million, or 9.9 percent in the nine months ended September 30, 2001 compared with the same periods in 2000 due primarily to reductions in all elements of rental revenue (consisting of pure rental, lease extra and await new lease revenue). Pure rental revenue (total rental revenue less rental revenue related to units provided to full service lease customers) decreased 4.7 percent for the three months ended September 30, 2001 compared with the same period in 2000. Pure rental revenue decreased 4.0 percent for the nine months ended September 30, 2001 compared with the same period in 2000 due to the slowing economy. Lease extra revenue represents revenue on rental vehicles provided to existing full service lease customers generally during peak periods in their operations. In the U.S., lease extra revenue decreased $6.4 million, or 18.0 percent, and $17.5 million, or 16.6 percent, in the three and nine
25

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OPERATING RESULTS BY BUSINESS SEGMENT (continued)
Fleet Management Solutions (continued)
months ended September 30, 2001, respectively, compared with the same periods in 2000. Await new lease revenue represents revenue on rental vehicles provided to new full service lease customers who have not taken delivery of full service lease units. In the U.S., await new lease revenue decreased $3.1 million, or 43.1 percent and $13.6 million, or 49.3 percent, in the three and nine months ended September 30, 2001, respectively, compared with the same periods in 2000. Such revenue declines were due to lower rental fleet utilization, a decrease in the number of units in the rental fleet and shorter lead times to place full service lease vehicles into service compared with 2000.
Rental fleet utilization for the nine months ended September 30, 2001 was 68.2 percent, compared with 71.2 percent for the same period in 2000. Rental fleet utilization decreased less than rental revenue as a result of the implementation of planned reductions in the size of the rental fleet. Pure rental revenue, lease extra, await new lease and rental fleet utilization statistics are monitored for the U.S. only; however, management believes such metrics to be indicative of rental product performance for the Company as a whole.
Fuel revenue decreased 15.7 percent and 9.7 percent for the three and nine months ended September 30, 2001, respectively, over the same periods in 2000 due principally to decreased sales volumes.
Contribution margin as a percentage of dry revenue was 13.9 percent in the third quarter of 2001 compared margin 15.1 percent in the third quarter of 2000. For the nine months ended September 30, 2001, contribution margin as a percentage of dry revenue was 12.6 percent compared with 13.6 percent in the same period of 2000. Decreased contribution margin was primarily attributable to the decrease in gains from the sale of equipment due to weakened used truck market demand, lower pension income in 2001 compared with 2000 and decreased rental contribution margin resulting from the decline in rental revenue.
The Company's fleet of owned and leased revenue earning equipment is summarized as follows (approximate number of units):

                                   September 30,        December 31,
By type:                               2001                 2000
                                -----------------    -----------------
Trucks                                     66,800               66,800
Tractors                                   53,900               56,400
Trailers                                   47,200               48,500
Other                                       5,200                4,600
                                -----------------    -----------------
                                          173,100              176,300
                                =================    =================

                                   September 30,        December 31,
By business:                           2001                 2000
                                -----------------    -----------------
Full service lease                        128,500              130,700
Commercial rental                          41,500               42,200
Service vehicles and other                  3,100                3,400
                                -----------------    -----------------
                                          173,100              176,300
                                =================    =================	

The totals in each of the tables above include the following non-revenue earning equipment:

Not yet earning revenue (NYE)               1,400                2,400
No longer earning revenue (NLE)             9,600                8,300
                                -----------------    -----------------
                                           11,000               10,700
                                =================    =================	

26

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OPERATING RESULTS BY BUSINESS SEGMENT (continued)
Fleet Management Solutions (continued)
NYE units represent new units on hand that are being prepared for deployment to a lease customer or into the rental fleet. Preparations include activities such as adding lift gates, paint, decals, cargo area and refrigeration units.
NLE units represent units held for sale, which declined to 5,600 vehicles at September 30, 2001 from 5,900 vehicles at December 31, 2000, as well as units for which no revenue has been earned for the previous 30 days. These vehicles may be temporarily out of service, being prepared for sale or not rented due to lack of demand.
Supply Chain Solutions
In the SCS business segment, third quarter 2001 gross revenue decreased 11.6 percent to $345.6 million compared with the third quarter of 2000. Gross revenue for the nine months ended September 30, 2001 decreased 5.2 percent to $1.11 billion compared with the same period in 2000. Third quarter 2001 operating revenue was $256.6 million, a decrease of 12.0 percent from the comparable period a year ago. Operating revenue for the nine months ended September 30, 2001 decreased 5.8 percent to $818.7 million compared with the same period of 2000. Revenue reductions are mostly attributed to volume reductions in North America and Latin America due to the continued worldwide economic slowdown. In North America, volume reductions were mostly experienced in the Company's automotive industry due primarily to reduced auto production causing some plants to shut down and in the electronics and high technology industry due to slowed consumer business in those sectors combined with lost business. Lost business in the consumer packaged goods industry also contributed to the revenue decrease for the nine months ended September 30, 2001 compared with the same period in 2000. Volume decreases in Latin America were due to the slowing economies in Brazil and Argentina and to the sale of the contracts and related net assets associated with the outbound auto carriage business of the Company's Brazilian SCS operations. Additionally, revenue reductions occurred in 2001 due to the impact of exchange rates on translation of subsidiary revenues, particularly those in the U.K. and Brazil, as well as due to lost business in the U.K. Such revenue decreases were partially offset by business expansion in Mexico and Asia. The Company's Asian subsidiary was acquired at the end of the third quarter of 2000.
The SCS business segment contribution margin decreased 18.4 percent to $12.9 million in the third quarter of 2001 compared with the third quarter of 2000. For the nine months ended September 30, 2001, contribution margin decreased 31.4 percent to $32.1 million compared with the same period last year. Contribution margin as a percentage of operating revenue was 5.0 percent in the third quarter of 2001, compared with 5.4 percent in the same quarter of 2000. Contribution margin as a percentage of operating revenue for the nine months ended September 30, 2001 was 3.9 percent compared with 5.4 percent in the same period of 2000. The decrease in contribution margin was due primarily to the previously mentioned volume reductions, lost business and increased operating costs, particularly related to the Company's transportation management operations.
27

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OPERATING RESULTS BY BUSINESS SEGMENT (continued)
Dedicated Contract Carriage
In the DCC business segment, third quarter gross revenue totaled $135.6 million, a decrease of 2.9 percent from the third quarter of 2000. Gross revenue for the nine months ended September 30, 2001 totaled $401.5 million, a decrease of 2.3 percent from the comparable period in 2000. Third quarter operating revenue was $134.4 million, a decrease of 2.2 percent from the comparable period last year. For the nine months ended September 30, 2001, operating revenue decreased 2.2 percent to $397.6 million compared with the same period in 2000. The decline in revenue was due to volume reductions and lost business.
Contribution margin increased 2.0 percent to $15.6 million in the third quarter of 2001 compared with the third quarter of 2000. Contribution margin for the nine months ended September 30, 2001 decreased 4.8 percent to $41.9 million compared with the same period last year. Contribution margin as a percentage of operating revenue was 11.6 percent in the third quarter of 2001 compared with 11.1 percent in the third quarter of 2000. For the nine months ended September 30, 2001, contribution margin as a percentage of operating revenue was 10.5 percent compared with 10.8 percent in the same period of 2000. The increase in contribution margin in the third quarter of 2001 was due primarily to a reduction in operating expense and certain overhead spending categories and expanded business with certain existing customers. Such increases were partially offset by the impact of lost business and volume reductions. The decrease in contribution margin for the nine months ended September 30, 2001 compared with the same period last year was attributed to continued revenue-related price pressures due to competition, volume reductions, lost business and increased labor costs due to driver shortages.
Central Support Services
CSS expenses were as follows:

                                        Three Months          Nine Months
                                     -----------------  ---------------------
In millions                             2001     2000       2001        2000
                                     -------- --------  --------- -----------
Sales and marketing                   $  6.3      9.9     $ 21.6        31.4
Human resources                          4.9      5.9       15.7        16.3
Finance                                 13.2     14.3       40.1        40.9
Corporate services/public affairs        2.0      2.6        6.0         8.3
MIS                                     24.7     24.8       73.9        75.0
Customer solutions                       5.4      4.9       14.7        14.5
Health and safety                        2.2      2.4        6.8         7.0
Other                                    8.5      6.5       21.5        16.8
                                     -------- --------  --------- -----------
    Total Central Support Services    $ 67.2     71.3    $ 200.3       210.2
                                     ======== ========  ========= ===========	

The decrease in total CSS expense was due primarily to spending reductions in sales and marketing, MIS expense and corporate services as a result of the Company's expense reduction initiatives. Such initiatives in these areas included ending the Company's sponsorship of the Doral Ryder Open, reducing the spending rate for new technology projects and the sale of the Company's corporate jet, respectively. Other CSS expense increased as a result of increased net unrealized losses compared with increased net unrealized gains during 2000 on investments used to fund certain benefit plans that are considered to be trading securities under SFAS No. 115.
28

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
OPERATING RESULTS BY BUSINESS SEGMENT (continued)
Central Support Services (continued)
Currently, contribution margin is the measure of segment financial performance that is primarily relied upon by management. In the second quarter of 2001, the Company began a project to allocate CSS expenses to each business segment, as appropriate. The objective of the project is to provide management more clarity on the profitability of each business segment and, ultimately, to hold leadership of each business segment, and each operating segment within each business segment, accountable for their allocated share of CSS expenses. This new measure of segment profitability, "contribution margin after allocated CSS," is still under refinement by the Company and is being reported to the Company's chief operating decision-maker periodically. As such, during the refinement period, which is expected to last until year-end 2001, the Company has decided to provide contribution margin after allocated CSS by business segment as additional information. Beginning in 2002, the Company intends to complete its refinement of the allocation methodology and will utilize contribution margin after allocated CSS as its primary measurement of segment financial performance.
Certain costs are considered to be overhead not attributable to any segment and as such, remain unallocated in CSS. Included among the unallocated overhead remaining within CSS are the costs for investor relations, corporate communications, public affairs and certain executive compensation. The remaining CSS costs are generally allocated to FMS, SCS and DCC as follows:
. Sales and marketing, finance, corporate services and health and safety - allocated based upon estimated and planned resource utilization.
. Human resources - individual costs within this category are allocated in several ways, including allocation based on estimated utilization and number of personnel supported.
. MIS - allocated principally based upon utilization-related metrics such as number of users or minutes of CPU time.
. Customer Solutions - represents project costs and expenses incurred in excess of amounts billable to a customer during the period. Expenses are allocated to the business segment responsible for the project.
. Other - where allocated, the allocation is based on the number of personnel supported.
The following table sets forth contribution margin for each of the Company's business segments after CSS allocation for the three and nine months ended September 30, 2001 and 2000:

In millions                                                   Three Months                   Nine Months
                                                          ----------------------      ---------------------
Contribution margin after allocated  CSS:                     2001       2000            2001       2000
                                                          -----------  ---------      ----------  ---------

    Fleet Management Solutions                               $  56.0       65.8         $ 142.0      161.9
    Supply Chain Solutions                                      (3.0)      (0.2)          (15.4)       0.2
    Dedicated Contract Carriage                                 10.1        9.1            25.3       25.4
    Eliminations                                                (8.9)     (10.5)          (27.0)     (31.3)
                                                          -----------  --------      ----------   --------
                                                                54.2       64.2           124.9      156.2
Central Support Services (unallocated)                          (7.3)      (7.6)          (20.9)     (21.1)
                                                          -----------  --------      ----------   --------
Earnings before restructuring and other
    Charges and income taxes                                    46.9       56.6           104.0      135.1
Restructuring and other charges, net                           (53.8)     (37.3)          (83.7)     (37.3)
                                                          ----------    -------      -----------  --------

Earnings (loss) before income taxes                           $ (6.9)      19.3         $  20.3       97.8
                                                          ==========    =======      ==========   ========	

29

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
IMPACT OF SEPTEMBER 11 EVENTS
The financial impact on the Company of the September 11, 2001 terrorist attacks on the United States (the September 11 events) cannot be quantified or measured objectively. The September 11 events did not result in any damage to Company property or loss of employees. Prior to the September 11 events, as discussed elsewhere in this document, the Company was already experiencing reductions in business volumes from customers in all segments of the business due to the general slowdown in the global economy, and in particular, the United States' economy. Additionally, since certain accounting activities take place on a weekly or monthly basis, it is difficult in some cases to separate pre-September 11, 2001 financial activity from that occurring after the events. Thus, it is difficult to separate the impact of the September 11 events from the overall trends in the economy and the Company's business segments. The discussion below was compiled from business and financial statistics and various internal communications subsequent to the September 11 events. It is largely qualitative and somewhat subjective, should be treated accordingly, and considered in conjunction with the discussion of operating performance by business segment included elsewhere in this document.
In FMS, the most immediate, quantifiable impact was noted at the Company's used vehicle sales centers, which experienced a significant decrease in sales activity in the week following the September 11 events. Through the remainder of September, used vehicle sales volumes slowly returned to more normalized levels. However, the impact on total units sold in September was significant, as approximately 800 units were sold, compared with over 1,100 in August 2001. FMS also experienced volume-driven decreases of over 10 percent in fuel and rental revenue in September compared to September 2000. However, it is difficult to separate the overall economic trend from the impact of the September 11 events on fuel and rental. The FMS business segment donated a number of vehicles to the Federal Emergency Management Agency and the American Red Cross for their use in their relief efforts in New York and Washington, D.C.
DCC operations experienced some delays in transportation of goods from Canada to the United States immediately after the September 11 events due to delays at the Canada - United States border. Reduced DCC volumes are difficult to correlate to the September 11 events. The Company does not provide DCC services related to the delivery of mail in the United States, and was not impacted by additional over-the-road mail volume (due to lack of air service) that was widely reported in the days after September 11, 2001.
In SCS, the impact of the September 11 events was mixed, and was largely industry- and customer-specific. SCS automotive customers experienced temporary assembly line delays and shutdowns as transportation delays related to border crossings (see DCC above) and reduced air travel created temporary shortages of assembly parts. However, certain SCS electronics, hi-tech and telecom customers experienced an increase in business after September 11, 2001 as they responded to orders for equipment to replace equipment destroyed in the attacks on the World Trade Center and the Pentagon.
Financial and money markets in the United States were disrupted for several weeks after the September 11 events. However, the Company was able to renew $75.0 million in the commercial paper market in the week after September 11 and did not experience any disruption in its normal financing activities.
30

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
IMPACT OF SEPTEMBER 11 EVENTS (continued)
The near- to medium-term impact of the September 11 events and the current United States response on the Company's businesses and the economy is difficult to predict. The Company believes that its diversified portfolio of customers across a full array of transportation and logistics solutions and across many industries will help to mitigate the impact of adverse downturns in specific sectors of the economy in the near- to medium-term. The Company's portfolio of full service lease and commercial rental customers is not concentrated in any one particular industry or geographic region, with the largest concentration being in non-cyclical industries such as food, groceries and beverages. While the Company derives a significant portion of its SCS revenue (over 40 percent for the nine months ended September 30, 2001) and DCC revenue from the automotive industry, the business is derived from numerous manufacturers and suppliers of original equipment parts, none of which constitute more than 10 percent of the Company's total revenue. Additionally, as discussed elsewhere in this document, the Company has access to substantial liquidity and capital resources to fund its operations.
While the Company believes it will experience some business volume decreases or losses of certain customers as a result of the September 11 events and the current economic downturn, the Company believes that lost business with any individual customer as a result of the September 11 events will not have a material adverse effect on the Company in the near term.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following is a summary of the Company's cash flows from operating, financing and investing activities for the nine months ended September 30, (in thousands):

                                                         2001            2000
                                                         ----            ----
Net cash provided by (used in):

         Operating activities                         $ 186,200        654,773
         Financing activities                          (243,490)      (251,387)
         Investing activities                            67,066       (404,701)
                                                      ---------      ---------
                  Net cash flows                      $   9,776         (1,315)
                                                      =========      =========	

A summary of the individual items contributing to the cash flow changes is included in the Consolidated Condensed Statements of Cash Flows.
The decrease in cash flow from operating activities in the nine months ended September 30, 2001 compared with the same period in 2000, was primarily attributable to decreases in the aggregate balance of trade receivables sold. As a result of the decrease in the aggregate balance of trade receivables sold, the Company's accounts receivable balance increased 46.3 percent to $584.7 million at September 30, 2001 compared with December 31, 2000. Cash used in financing activities in the nine months ended September 30, 2001, compared with the same period in 2000, slightly decreased as the Company's increased net borrowings were almost offset by decreased use of its commercial paper program due primarily to interest rate decreases in the Company's other funding facilities at the end of the third quarter compared with the Company's commercial paper program. The increase in cash provided by investing activities in the nine months ended September 30, 2001 compared with the same period in 2000, was attributable to lower capital expenditures in 2001. Higher proceeds provided from the sale-leaseback of revenue earning equipment in 2001 (see Debt and Other Financing note in the Notes to Consolidated Condensed Financial Statements included in this Form 10-Q) were offset by decreased proceeds from the sales of property and revenue earning equipment primarily due to continued weak demand in the used truck market.
31

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)
Cash Flows (continued)
A summary of capital expenditures for the nine months ended September 30 follows (in thousands):

                                                          2001           2000
                                                          ----           ----
Revenue earning equipment                             $  480,727        970,018
Operating property and equipment                          61,203         69,451
                                                      ----------     ----------
                                                      $  541,930      1,039,469
                                                      ==========     ==========	

The decrease in capital expenditures was principally due to reduced demand for new units as well as increased pricing discipline over new business, which has resulted in fewer sales but improved margins on business sold. Additionally, the Company has worked to improve controls over capital expenditures and reduce the volume of early terminations of full service leases compared with 2000. In contrast to 2000, the Company is pursuing a strategy of extending certain full service leases rather than leasing new units. This allows the Company to further control capital expenditures while frequently providing customers with vehicles at favorable pre-owned rates compared with rates on new units. As a result of these factors and initiatives, management now expects that capital expenditures for the full year 2001 will be less than $700 million. The Company expects to fund its remaining 2001 capital expenditures with internally generated funds and borrowings.
Financing and Other Funding Transactions
Ryder utilizes external capital to support growth in its asset-based product lines. The Company has a variety of financing alternatives available to fund its capital needs. These alternatives include long-term and medium-term public and private debt, asset-backed securities, bank term loans and operating leases, as well as variable-rate financing available through bank credit facilities, commercial paper and receivable conduits. The Company also periodically enters into sale-leaseback agreements on revenue earning equipment, which are accounted for as operating leases.
The Company's debt ratings as of September 30, 2001 were as follows:

                                                Commercial            Unsecured
                                                  Paper                Notes
                                             -------------         ------------
Moody's Investors Service                           P2                  Baa1
Standard & Poor's Ratings Group                     A2                  BBB
Fitch                                               F2                  BBB+	

Total debt was $1.78 billion at September 30, 2001, a decrease of 11.7 percent from December 31, 2000. During the nine months ended September 30, 2001, the Company issued $40.0 million and retired $159.0 million of medium-term notes. In addition, in October 2001, the Company issued an additional $110.0 million in medium-term notes. During the nine months ended September 30, 2001, the Company retired $100.0 million of debentures. U.S. commercial paper outstanding at September 30, 2001 decreased to $380.4 million, compared with $441.1 million at December 31, 2000, due primarily to interest rate decreases in the Company's other short-term funding facilities at the end of the third quarter compared with the Company's commercial paper program.
The Company's foreign debt decreased approximately $30.0 million from December 31, 2000 to $354.7 million at September 30, 2001. The Company's percentage of variable-rate financing obligations was 35.3 percent at September 30, 2001 compared with 31.8 percent at December 31, 2000. The Company's debt-to-equity ratio at September 30, 2001 decreased to 143.6 percent from 161.0 percent at December 31, 2000.
32

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)
Financing and Other Funding Transactions (continued)
The Company participates in an agreement, as amended from time to time, to sell, with limited recourse, up to $375.0 million of trade receivables on a revolving basis through July 2004. At September 30, 2001 and December 31, 2000, the outstanding balance of receivables sold pursuant to this agreement was $125.0 million and $345.0 million, respectively. The decrease in trade receivables sold since December 31, 2000 is due to a reduced need for cash as a result of the sale-leaseback transaction completed in the first quarter as well as increased use of the Company's other funding facilities.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment and disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", with the exception of impairment and disposal issues related to goodwill and other intangible assets that are not amortized. SFAS No. 144 also supersedes the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
SFAS No. 144 retains many of the fundamental recognition and measurement provisions of SFAS No. 121. SFAS No. 144 also retains the requirement in APB No. 30 to separately identify and report discontinued operations. Such requirement extends APB No. 30 reporting requirements for discontinued operations to a component of an entity that has either been disposed of or is classified as held for sale.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and will be adopted by the Company effective January 1, 2002. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 144 will have on its results of operations, cash flows or finanical position. SFAS No. 144 will result in reporting of amounts related to components of the Company that are disposed of or held for sale in discontinued operations that previously could not be classified as discontinued operations since they did not meet the definition of a segment under APB No. 30.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets," and SFAS No. 143, "Accounting for Asset Retirement Obligations."
SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 141 also specifies criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. The Company is required to adopt the provisions of SFAS No. 141 immediately.
SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but rather, be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values. Additionally, a review for impairment is required to be made consistent with the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The Company is required to adopt the provisions of SFAS No. 142 effective January 1, 2002. Any goodwill and any intangible assets determined to have an indefinite useful life that are acquired in a purchase business combination completed during the second half of 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate accounting literature prior to the issuance of SFAS No. 142. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of SFAS No. 142.
33

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
RECENT ACCOUNTING PRONOUNCEMENTS (continued)
Upon adoption of SFAS No. 142, the Company is first required to evaluate its existing intangible assets and goodwill that were acquired in prior purchase business combinations and make any necessary reclassifications in order to conform with the new criteria in SFAS No. 141 for recognition apart from goodwill. The Company then will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, including those reclassified from goodwill, and make any necessary amortization period adjustments by the end of the first interim period after adoption. To the extent an intangible asset is identified as having an indefinite useful life, SFAS No. 142 requires the Company to test the intangible asset for impairment consistent with the provisions of SFAS No. 142 within the first interim period. Any impairment loss will be measured as of the date of the adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period.
After identifying and assessing intangible assets as discussed above, SFAS No. 142 requires the Company to perform an assessment of whether there is an indication that the remaining recorded goodwill is impaired as of the date of adoption. This involves a two-step transitional impairment test. To accomplish this, the Company must identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. The first step of the transitional impairment test requires the Company, within the first six months of 2002, to determine the fair value of each reporting unit and compare it to the reporting unit's carrying amount. To the extent that a reporting unit's carrying amount exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and the Company must perform the second step of the transitional impairment test. The second step of the transitional impairment test requires the Company to compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of its recognized and unrecognized assets and liabilities in a manner similar to a purchase price allocation consistent with SFAS No. 141, to its carrying amount, both of which would be measured as of January 1, 2002. This second step is required to be completed as soon as possible, but no later than December 31, 2002. Any transitional impairment loss will be recognized as a cumulative effect of a change in accounting principle in the Company's Consolidated Statements of Earnings.
At September 30, 2001, intangible assets and deferred charges included goodwill and intangible assets of $193.9 million subject to SFAS No. 141 and SFAS No.
142. Amortization expense related to goodwill and intangible assets was $3.3 million and $10.3 million for the three and nine months ended September 30, 2001, respectively. The Company is currently assessing the impact of the adoption of SFAS No. 141 and SFAS No. 142. However, it is not practicable to reasonably estimate the impact of adopting these statements on the Company's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle.
SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the Company is required to capitalize a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002 and will be adopted by the Company effective January 1, 2003. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 143 will have on its results of operations, cash flows or financial position.
34

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," which replaces SFAS No. 125. SFAS No. 140 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. SFAS No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities (the "Transfer" provisions) occurring after March 31, 2001, and is effective for recognition and reclassification of collateral and for disclosures relating to sale-leaseback transactions and collateral (the "Disclosure" provisions) for fiscal years ending after December 15, 2000. The Company adopted the Disclosure provisions of SFAS No. 140 as discussed in the 2000 Annual Report and adopted the Transfer provisions for transactions subsequent to March 31, 2001. Adoption of this statement did not have a material impact on the Company's financial position and did not impact cash flows or results of operations.
In September 2001, the FASB issued Emerging Issues Task Force Statement (EITF) Issue No. 01-10, "Accounting for the Impact of the Terrorist Attacks of September 11, 2001." Due to the interruptions in business activity for many entities which disrupted the U.S. economy at many levels in the aftermath of the tragedy, the Task Force provided guidance in capturing data related to the effects of the September 11 events and in communicating such data to investors. EITF No. 01-10 states that at minimum, all entities should disclose in the footnotes to the financial statements in all periods affected by the September 11 events a description of the nature and amounts of losses recognized as a result of the events, the amount of related insurance recoveries (if any) recognized and a description of contingencies that have not yet been recognized in the financial statements, but that are reasonably expected to impact the entity's financial statements in the near term. The impact of the September 11 events is discussed above.
35

ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued)
FORWARD-LOOKING STATEMENTS
This management's discussion and analysis of results of operations and financial condition contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's current plans and expectations and involve risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Generally, the words "believe," "expect," "estimate," "anticipate," "will" and similar expressions identify forward-looking statements.
Important factors that could cause such differences include, among others:
general economic conditions in the U.S. and worldwide; the market for the Company's used equipment; the highly competitive environment applicable to the Company's operations (including competition in supply chain solutions and dedicated contract carriage from other logistics companies as well as from air cargo, shippers, railroads and motor carriers and competition in full service leasing and commercial rental from companies providing similar services as well as truck and trailer manufacturers that provide leasing, extended warranty maintenance, rental and other transportation services); greater than expected expenses associated with the Company's activities (including increased cost of fuel, freight and transportation) or personnel needs; availability of equipment; changes in customers' business environments (or the loss of a significant customer) or changes in government regulations.
The risks included here are not exhaustive. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on the Company's business. Accordingly, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
36

ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
In the normal course of business, the Company is exposed to fluctuations in interest rates, foreign exchange rates and fuel prices. The Company manages such exposures in several ways including, in certain circumstances, the use of a variety of derivative financial instruments when deemed prudent. The Company does not enter into leveraged derivative financial transactions or use derivative financial instruments for trading purposes.
The Company's quantitative and qualitative disclosures about market risk for changes in interest rates and foreign exchange rates have not materially changed since December 31, 2000. The Company's disclosures about market risk are contained in the Annual Report on Form 10-K for the year ended December 31, 2000. No interest rate swap or cap agreements or foreign currency option contracts or forward agreements were outstanding at September 30, 2001 or December 31, 2000.
37

ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits

(3.1)      The Ryder System, Inc. Restated Articles of Incorporation,
           dated November 8, 1985, as amended through May 18, 1990,
           previously filed with the Commission as an exhibit to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1990, are incorporated by reference into this
           report.

(3.2)      The Ryder System, Inc. By-Laws, as amended through February
           16, 2001, previously filed with the Commission as an
           exhibit to the Company's Annual Report on Form 10-K for the
           year ended December 31, 2000, are incorporated by reference
           into this report.

(10.4(f))  The Ryder System, Inc. 1995 Stock Incentive Plan, as
           amended and restated at May 4, 2001.

(10.5(c))  The Ryder System, Inc. Directors Stock Plan, as amended and
           restated through May 4, 2001.

(15)      Letter regarding unaudited interim financial statements.	

(b) Reports on Form 8-K
On September 26, 2001, the Company furnished information under Item 9. Regulation FD Disclosure in a report on Form 8-K.
The 8-K provides answers to questions that were submitted by analysts and investors subsequent to the Company's July 25, 2001 earnings conference call. Additionally, on September 24, 2001, the Company announced a third quarter restructuring charge and reaffirmed earnings guidance for the third quarter of 2001 (which is included therein).
38

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.
RYDER SYSTEM, INC.
 (Registrant)

Date: November 8, 2001                     /S/ CORLISS J. NELSON
                                           -------------------------------
                                           Corliss J. Nelson
                                           Senior Executive Vice President
                                           and Chief Financial Officer
                                           (Principal Financial Officer)

Date: November 8, 2001                     /S/ KATHLEEN S. PARTRIDGE
                                           ------------------------------
                                           Kathleen S. Partridge
                                           Senior Vice President and Controller
                                           (Principal Accounting Officer)	

39

                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

(3.1)       The Ryder System, Inc. Restated Articles of Incorporation, dated
            November 8, 1985, as amended through May 18, 1990, previously filed
            with the Commission as an exhibit to the Company's Annual Report on
            Form 10-K for the year ended December 31, 1990, are incorporated by
            reference into this report.

(3.2)       The Ryder System, Inc. By-Laws, as amended through February 16,
            2001, previously filed with the Commission as an exhibit to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            2000, are incorporated by reference into this report.

(10.4(f))   The Ryder System, Inc. 1995 Stock Incentive Plan, as amended and
            restated at May 4, 2001.

(10.5(c))   The Ryder System, Inc. Directors Stock Plan, as amended and restated
            through May 4, 2001.

(15)        Letter regarding unaudited interim financial statements.	

40

Exhibit 10.4(f)
RYDER SYSTEM, INC.
1995 STOCK INCENTIVE PLAN
 (as amended through May 4, 2001)
1. Purpose.
The purpose of this Plan is to enable the Company to recruit and retain those key executives most responsible for the Company's continued success and progress, and by offering comparable incentives, to compete with other organizations in attracting, motivating and retaining such executives, thereby furthering the interests of the Company and its shareholders by giving such executives a greater personal stake in and commitment to the Company and its future growth and prosperity.
2. Definitions.
For the purpose of this Plan:
(a) The term "Award" shall mean and include any Stock Option, SAR, Limited SAR, Performance Unit or Restricted Stock Right granted under this Plan.
(b) During the three (3) year period following a Change of Control, the term "cause" as used in Section 7 and Section 14(a) of this Plan with respect to any Stock Option shall mean (i) an act or acts of fraud, misappropriation or embezzlement on the Grantee's part which result in or are intended to result in his personal enrichment at the expense of the Company, (ii) conviction of a felony, (iii) conviction of a misdemeanor involving moral turpitude, or (iv) willful failure to report to work for more than thirty (30) continuous days not supported by a licensed physician's statement, all as determined only by a majority of the Incumbent Board or the Committee, as the case may be.
(c) A "Change of Control" shall be deemed to have occurred if:
(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) (a "Person") becomes the beneficial owner, directly or indirectly, of twenty percent (20%) or more of the combined voting power of RSI's outstanding voting securities ordinarily having the right to vote for the election of directors of RSI; provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition by any employee benefit plan or plans (or related trust) of RSI and its subsidiaries and affiliates or (B) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subparagraph (iii) of this Section 2(c); or
(ii) the individuals who, as of August 18, 1995, constituted the Board of Directors of RSI (the "Board" generally and as of August 18, 1995 the "Incumbent Board") cease for any reason to constitute at least two-thirds (2/3) of the Board, provided that any person becoming a director subsequent to August 18, 1995 whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds (2/3) of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

(iii) there is a reorganization, merger or consolidation of RSI (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of RSI's outstanding Common Stock and outstanding voting securities ordinarily having the right to vote for the election of directors of RSI immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities ordinarily having the right to vote for the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns RSI or all or substantially all of RSI's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of RSI's outstanding Common Stock and outstanding voting securities ordinarily having the right to vote for the election of directors of RSI, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan or plans (or related trust) of RSI or such corporation resulting from such Business Combination and their subsidiaries and affiliates) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding voting securities of the corporation resulting from such Business Combination and (C) at least two-thirds (2/3) of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) there is a liquidation or dissolution of RSI approved by the shareholders; or
(v) there is a sale of all or substantially all of the assets of RSI.
If a Change of Control occurs and if a Grantee's employment is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Grantee that such termination of employment (A) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (B) otherwise arose in connection with or in anticipation of a Change of Control, a Change of Control shall be deemed to have retroactively occurred on the date immediately prior to the date of such termination of employment.
(d) The term "Code" shall mean the Internal Revenue Code of 1986 as it may be amended from time to time.
(e) The term "Committee" shall mean the Compensation Committee of the Board of Directors of RSI constituted as provided in Section 5 of this Plan.
(f) The term "Common Stock" shall mean the common stock of RSI as from time to time constituted.
(g) The term "Company" shall mean RSI and its Subsidiaries.
(h) The term "Disability" shall mean total physical or mental disability of a Grantee as determined by the Committee upon the basis of such evidence as the Committee in its discretion deems necessary and appropriate.
(i) The term "Employee" shall mean a full-time salaried employee of RSI or any Subsidiary (which term shall include salaried officers).
(j) The term "Fair Market Value" shall mean, with respect to the Common Stock, the mean between the highest and lowest sale price for shares as reported by the composite transaction reporting system for securities listed on the

New York Stock Exchange on the date as of which such determination is being made or on the most recently preceding date on which there was such a sale.
(k) The term "Grantee" shall mean an Employee who is selected by the Committee to receive an Award under this Plan and in the case of a deceased Employee shall mean the beneficiary of the Employee.
(l) The term "Incentive Stock Option" shall mean a Stock Option granted under this Plan or a previously granted Stock Option that is re-designated by the Committee as an Incentive Stock Option which is intended to constitute an incentive stock option within the meaning of Section 422(b) of the Code.
(m) The term "Limited SAR" shall mean a Limited Stock Appreciation Right granted by the Committee pursuant to Section 9 of this Plan.
(n) The term "Non-employee Director" shall mean any person who qualifies as a non-employee director as defined in Rule 16b-3, as promulgated under the 1934 Act, or any successor definition.
(o) The term "Non-qualified Stock Option" shall mean a Stock Option granted under this Plan which is not intended to qualify under Section 422(b) of the Code.
(p) The term "Offer" shall mean any tender offer or exchange offer for Shares, other than one made by the Company, including all amendments and extensions of any such Offer.
(q) The term "Option" shall mean any stock option granted under this Plan.
(r) The term "Performance Goals" shall have the meaning set forth in
Section 10(c) of this Plan.
(s) The term "Performance Period" shall have the meaning set forth in
Section 10(d) of this Plan.
(t) The term "Performance Units" shall mean Performance Units granted by the Committee pursuant to Section 10 of this Plan.
(u) The term "Plan" shall mean the Ryder System, Inc. 1995 Stock Incentive Plan as the same shall be amended.
(v) The term "Price" shall mean, upon the occurrence of a Change of Control, the excess of the highest of:
(i) the highest closing price of the Common Stock reported by the composite transaction reporting system for securities listed on the New York Stock Exchange within the sixty (60) days preceding the date of exercise;
(ii) the highest price per share of Common Stock included in a filing made by any Person on any Schedule 13D pursuant to Section 13(d) of the 1934 Act as paid within the sixty (60) days prior to the date of such report; and
(iii) the value of the consideration to be received by the holders of Common Stock, expressed on a per share basis, in any transaction referred to in subparagraph (iii), (iv) or (v) of Section 2(c), with all noncash consideration being valued in good faith by the Incumbent Board; over the purchase price per Share at which the related Option is exercisable as applicable, except that Incentive Stock Options and, if and to the extent required in order for the related Option to be treated as an Incentive Stock Option, SARs and Limited SARs granted with respect to Incentive Stock Options, are limited to the spread between the Fair Market Value of Common Stock on the date of exercise and the

purchase price per Share at which the related Option is exercisable.
(w) The term "Restricted Period" shall have the meaning set forth in
Section 11(a) of this Plan.
(x) The term "RSI" shall mean Ryder System, Inc.
(y) The term "Restricted Stock Rights" shall mean a Restricted Stock Right granted by the Committee pursuant to Section 11 of this Plan.
(z) The term "Retirement" shall mean retirement under the provisions of the various retirement plans of the Company (whichever is appropriate to a particular Grantee) as then in effect, or in the absence of any such retirement plan being applicable, as determined by the Committee.
(aa) The term "SAR" shall mean a Stock Appreciation Right granted by the Committee pursuant to the provisions of Section 8 of this Plan.
(bb) The term "Shares" shall mean shares of the Common Stock and any shares of stock or other securities received as a result of the adjustment provided for in Section 12 of this Plan.
(cc) The term "Spread" with respect to a SAR shall have the meaning set forth in Section 8(b) of this Plan, and with respect to a Limited SAR, the meanings set forth in Sections 9(c) and 9(d) of this Plan.
(dd) The term "Stock Option" shall mean any stock option granted under this Plan.
(ee) The term "Subsidiary" shall mean any corporation, other than RSI, or other form of business entity more than fifty percent (50%) of the voting interest of which is owned or controlled, directly or indirectly, by RSI and which the Committee designates for participation in this Plan.
(ff) The term "Termination Date" shall mean the date that a Grantee ceases to be employed by RSI or any Subsidiary for any reason; provided, however, it shall mean the end of any severance period applicable to a Grantee with respect to any Non-qualified Stock Options held by such Grantee.
(gg) The term "Year" shall mean a calendar year.
3. Shares of Stock Subject to this Plan.
(a) Subject to the provisions of Paragraph (b) of this Section 3, no more than 11,800,000 Shares shall be issuable pursuant to grants under this Plan. Shares issued pursuant to this Plan may be either authorized but unissued or reacquired Shares purchased on the open market or otherwise.
(b) In the event any Stock Option or Restricted Stock Right expires or terminates unexercised or any Restricted Stock Right is forfeited or cancelled, the number of Shares subject to such Stock Option or Restricted Stock Right shall again become available for issuance under this Plan, subject to the provisions of Sections 7(a), 8(a), 9(b) and 10(i) of this Plan.
(c) No Grantee shall be eligible to receive any Stock Option or series of Stock Options covering, in the aggregate, more than 500,000 Shares in any calendar year during the term of this Plan.

(d) The combined amount of Restricted Stock Rights and Performance Units granted by the Committee during the term of this Plan shall not exceed One Million Shares.
4. Participation.
Awards under this Plan shall be limited to key executive Employees selected from time to time by the Committee.
5. Administration.
This Plan shall be administered by the Compensation Committee of the Board of Directors of RSI which shall consist of two or more members of the Board of Directors, each of whom shall be a Non-employee Director. All members of the Committee shall be "outside directors" as defined or interpreted for purposes of
Section 162(m) of the Code. The Committee shall have plenary authority, subject to the express provisions of this Plan, to (i) select Grantees; (ii) establish and adjust Performance Goals and Performance Periods for Performance Units;
(iii) determine the nature, amount, time and manner of payment of Awards made under this Plan, and the terms and conditions applicable thereto; (iv) interpret this Plan; (v) prescribe, amend and rescind rules and regulations relating to this Plan; (vi) determine whether and to what extent Stock Options previously granted under this Plan shall be redesignated as Incentive Stock Options and, in this connection, amend any Stock Option Agreement or make or authorize any reports or elections or take any other action to the extent necessary to implement the redesignation of any Stock Option as an Incentive Stock Option, provided that any redesignation of a previously granted Stock Option as an Incentive Stock Option shall not be effective unless and until consented to by the Grantee; and (vii) make all other determinations deemed necessary or advisable for the administration of this Plan. The Committee's determination on the foregoing matters shall be conclusive. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee without a meeting, shall be the acts of the Committee. Notwithstanding anything to the contrary contained herein, neither the Board of Directors of RSI nor the Committee shall be permitted to re-price any Stock Options once they have been granted.
6. Awards.
Subject to the provisions of Section 3 of this Plan, the Committee shall determine Awards taking into consideration, as it deems appropriate, the responsibility level and performance of each Grantee. The Committee may grant the following types of Awards: Stock Options pursuant to Section 7 hereof, SARs pursuant to Section 8 hereof, Limited SARs pursuant to Section 9 hereof, Performance Units pursuant to Section 10 hereof and Restricted Stock Rights pursuant to Section 11 hereof. Unless otherwise determined by the Committee, a Grantee may not be granted in any Year both (i) a Restricted Stock Right and
(ii) a Stock Option, SAR, Limited SAR or Performance Unit.
7. Stock Options.
(a) The Committee from time to time may grant Stock Options either alone or in conjunction with and related to SARs, Limited SARs and/or Performance Units to key executive Employees selected by the Committee as being eligible therefor. The Stock Options may be of two types, Incentive Stock Options and Non-qualified Stock Options. Each Stock Option shall cover such number of Shares and shall be on such other terms and conditions not inconsistent with this Plan as the Committee may determine and shall be evidenced by a Stock Option Agreement setting forth such terms and conditions executed by the Company and the Grantee. The Committee shall determine the number of Shares subject to each Stock Option. The number of Shares subject to an outstanding Stock Option shall

be reduced on a one for one basis to the extent that any related SAR, Limited SAR or Performance Unit is exercised and such Shares shall not again become available for issuance pursuant to this Plan.
In the case of Stock Options, the aggregate Fair Market Value (determined as of the date of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Employee during any Year under this Plan or any other plan of the Company shall not exceed $100,000. To the extent, if any, that the Fair Market Value of such Common Stock with respect to which Incentive Stock Options are exercisable exceeds $100,000, such Incentive Stock Options shall be treated as separate Non-qualified Stock Options. For purposes of the two immediately preceding sentences of this subparagraph (a), Stock Options shall be taken into account in the order in which they were granted.
(b) Unless the Committee shall determine otherwise, each Stock Option may be exercised only if the Grantee has been continuously employed by RSI or any Subsidiary for a period of at least one (1) year commencing on the date the Stock Option is granted; provided, however, that this provision shall not apply in the event of a Change of Control.
(c) Each Stock Option shall be for such term (but, in no event for greater than seven years) and shall be exercisable in such installments as shall be determined by the Committee at the time of grant of the Stock Option.
The Committee may, at any time, provide for the acceleration of installments or any part thereof.
(d) The price per Share at which Shares may be purchased upon the exercise of a Stock Option shall be determined by the Committee on the grant of the Stock Option, but such price shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant of the Stock Option. If a Grantee owns (or is deemed to own under applicable provisions of the Code and rules and regulations promulgated thereunder) more than ten percent (10%) of the combined voting power of all classes of the stock of the Company and a Stock Option granted to such Grantee is intended to qualify as an Incentive Stock Option, the Incentive Stock Option price shall be no less than one hundred and ten percent (110%) of the Fair Market Value of the Common Stock on the date the Incentive Stock Option is granted and the term of such Incentive Stock Option shall be no more than five years.
(e) Except as provided in Paragraphs (h) and (l) of this Section 7, no Stock Option may be exercised unless the Grantee, at the time of exercise, is an Employee and has continuously been an Employee of RSI or any Subsidiary since the grant of such Stock Option. A Grantee shall not be deemed to have terminated his period of continuous employ with RSI or any Subsidiary if he leaves the employ of RSI or any Subsidiary for immediate reemployment with RSI or any Subsidiary.
(f) To exercise a Stock Option, the Grantee shall (i) give written notice to the Company in form satisfactory to the Committee indicating the number of Shares which he elects to purchase, (ii) deliver to the Company payment of the full purchase price of the Shares being purchased (A) in cash or a certified or bank cashier's check payable to the order of the Company, or (B) with the approval of the Committee, in Shares of the Common Stock having a Fair Market Value on the date of exercise equal to the purchase price, or a combination of the foregoing having an aggregate Fair Market Value equal to such purchase price, and (iii) deliver to the Secretary of the Company such written representations, warranties and covenants as the Company may require under
Section 16(a) of this Plan.
(g) A Grantee of any Stock Option shall not have any rights as a shareholder until the close of business on the date on which the Stock Option has been exercised.

(h) Notwithstanding any other provision of this Plan, unless otherwise determined by the Committee prior to a Change of Control, in the event of a Change of Control, each Stock Option not previously exercised or expired under the terms of this Plan shall become immediately exercisable in full and shall remain exercisable to the full extent of the Shares available thereunder, regardless of any installment provisions applicable thereto, for the remainder of its term, unless Section 14(a) of this Plan applies or the Grantee has been terminated for cause, in which case the Stock Options shall automatically terminate as of the Incumbent Board's determination pursuant to Section 14(a) or the Grantee's Termination Date, as appropriate.
(i) If the Committee so determines prior to or during the thirty (30) day period following the occurrence of a Change of Control, Grantees of Stock Options not otherwise exercised or expired under the terms of this Plan as to which no SARs or Limited SARs are then exercisable may, in lieu of exercising, require RSI to purchase for cash all such Stock Options or portions thereof for a period of sixty (60) days following the occurrence of a Change of Control at the Price specified in Section 2(v).
(j) Any determination made by the Committee pursuant to Section 7(h) or 7(i) may be made as to all eligible Stock Options or only as to certain of such Stock Options specified by the Committee. Once made, any determination by the Committee pursuant to Section 7(h) or 7(i) shall be irrevocable.
(k) The Company intends that this Section 7 shall comply with the requirements of Rule 16b-3 under the 1934 Act (the "Rule") during the term of this Plan. Should any provision of this Section 7 not be necessary to comply with the requirements of the Rule, or should any additional provisions be necessary for this Section 7 to comply with the requirements of the Rule, the Committee may amend this Plan or any Stock Option agreement to add to or modify the provisions thereof accordingly.
(l) Notwithstanding any of the provisions of this Section 7, a Stock Option shall in all cases terminate and not be exercisable after the expiration of the term of the Stock Option established by the Committee. Except as provided in Section 7(h), Stock Options shall be exercisable after the Grantee ceases to be employed by RSI or any Subsidiary as follows, unless otherwise determined by the Committee:
(i) In the event that a Grantee ceases to be employed by RSI or any Subsidiary by reason of Disability, (A) any Non-qualified Stock Option not previously exercised or expired shall continue to vest and be exercisable during the three (3) year period following the Grantee's Termination Date, and to the extent it is exercisable at the expiration of such three (3) year period, it shall continue to be exercisable by such Grantee or such Grantee's legal representatives, heirs or legatees for the term of such Non-qualified Stock Option, and (B) any Incentive Stock Option shall, to the extent it was exercisable on the Termination Date, continue to be exercisable by such Grantee or such Grantee's legal representatives, heirs or legatees for the term of such Incentive Stock Option; provided, however, that in order to qualify for the special tax treatment afforded by Section 421 of the Code, Incentive Stock Options must be exercised within the three (3) month period commencing on the Termination Date (the exercise period shall be one (1) year in the case of termination by reason of disability, within the meaning of Section 22(e)(3) of the Code). Incentive Stock Options not exercised within such three (3) month period shall be treated as Non-qualified Stock Options.
(ii) In the event that a Grantee ceases to be employed by RSI or any Subsidiary by reason of death, any Stock Option shall, to the extent it was exercisable on the Termination Date, continue to be exercisable by such Grantee's legal representatives, heirs or legatees for the term of such Stock Option.
(iii) Except as otherwise provided in subparagraph (i) or (ii) above, in the event that a Grantee ceases to be employed by RSI or any Subsidiary for any reason other than termination for cause, any Stock Option shall, to the extent it was exercisable on the Termination Date, continue to be exercisable for a period of three (3) months commencing on the Termination Date and shall

terminate at the expiration of such period; provided, however, that in the event of the death of the Grantee during such three (3) month period, such Stock Option shall, to the extent it was exercisable on the Termination Date, be exercisable by the Grantee's personal representatives, heirs or legatees for a period of one (1) year commencing on the date of the Grantee's death and shall terminate at the expiration of such period.
(m) Except as otherwise provided in Section 7, a Stock Option shall automatically terminate as of the Termination Date, provided that if a Grantee's employment is interrupted by reason of Disability or a leave of absence (as determined by the Committee) the Committee may permit the exercise of some or all of the Stock Options granted on such terms and for such period of time as it shall determine.
8. Stock Appreciation Rights.
(a) The Committee shall have authority in its discretion to grant a SAR to any Grantee of a Stock Option with respect to all or some of the Shares covered by such Stock Option. Each SAR shall be on such terms and conditions not inconsistent with this Plan as the Committee may determine and shall be evidenced by a SAR Agreement setting forth such terms and conditions executed by the Company and the holder of the SAR. A SAR may be granted either at the time of grant of a Stock Option or at any time thereafter during its term. A SAR may be granted to a Grantee irrespective of whether such Grantee has a Limited SAR. Each SAR shall be exercisable only if and to the extent that the related Stock Option is exercisable. Upon the exercise of a SAR, the related Stock Option shall cease to be exercisable to the extent of the Shares with respect to which such SAR is exercised and shall be considered to have been exercised to that extent for purposes of determining the number of Shares available for the grant of further Awards pursuant to this Plan. Upon the exercise or termination of a Stock Option, the SAR related to such Stock Option shall terminate to the extent of the Shares with respect to which such Stock Option was exercised or terminated.
(b) The term "Spread" as used in this Section 8 shall mean, with respect to the exercise of any SAR, an amount equal to the product computed by multiplying (i) the excess of (A) the Fair Market Value per Share on the date such SAR is exercised over (B) the purchase price per Share at which the related Stock Option is exercisable by (ii) the number of Shares with respect to which such SAR is being exercised, provided; however, that the Committee may at the grant of any SAR limit the maximum amount of the Spread to be paid upon the exercise thereof.
(c) Only if and to the extent required in order for the related Stock Option to be treated as an Incentive Stock Option, a SAR may be exercised only when there is a positive Spread, that is, when the Fair Market Value per Share exceeds the purchase price per Share at which the related Stock Option is exercisable. Upon the exercise of a SAR, the Committee shall pay to the Grantee exercising the SAR an amount equivalent to the Spread. The Committee shall have the sole and absolute discretion to determine whether payment for such SAR will be made in cash, Shares or a combination of cash and Shares, provided, that any Shares used for payment shall be valued at their Fair Market Value on the date of the exercise of the SAR.
(d) The Company intends that this Section 8 shall comply with the requirements of the Rule during the term of this Plan. Should any provision of this Section 8 not be necessary to comply with the requirements of the Rule or should any additional provisions be necessary for this Section 8 to comply with the requirements of the Rule, the Committee may amend this Plan or any Award agreement to add to or modify the provisions thereof accordingly.
(e) To exercise a SAR, the Grantee shall (i) give written notice to the Company in form satisfactory to the Committee specifying the number of Shares with respect to which such holder is exercising the SAR and (ii)

deliver to the Company such written representations, warranties and covenants as the Company may require under Section 16(a) of this Plan.
(f) A person exercising a SAR shall not be treated as having become the registered owner of any Shares issued on such exercise until such Shares are issued.
(g) The exercise of a SAR shall reduce the number of Shares subject to the related Stock Option on a one for one basis.
9. Limited SARs.
(a) The Committee shall have authority in its discretion to grant a Limited SAR to the holder of any Stock Option with respect to all or some of the Shares covered by such Stock Option; provided, however, that in the case of Incentive Stock Options, the Committee may grant Limited SARs only if and to the extent that the grant of such Limited SARs is consistent with the treatment of the Stock Option as an Incentive Stock Option. Each Limited SAR shall be on such terms and conditions not inconsistent with this Plan as the Committee may determine and shall be evidenced by a Limited SAR Agreement setting forth such terms and conditions executed by the Company and the holder of the Limited SAR. A Limited SAR may be granted to a Grantee irrespective of whether such Grantee has a SAR.
(b) Limited SARs may be exercised only during the sixty (60) day period commencing after the occurrence of a Change of Control.
Each Limited SAR shall be exercisable only if and to the extent that the related Option is exercisable. Upon the exercise of a Limited SAR, the related Stock Option shall cease to be exercisable to the extent of the Shares with respect to which such Limited SAR is exercised, and the Stock Option shall be considered to have been exercised to that extent for purposes of determining the number of Shares available for the grant of further Awards pursuant to this Plan. Upon the exercise or termination of an Option, the Limited SAR with respect to such Option shall terminate to the extent of the Shares with respect to which the Option was exercised or terminated.
(c) For any Limited SAR, the term "Spread" as used in this Section 9 shall mean an amount equal to the product computed by multiplying (A) the Price specified in Section 2(v) by (B) the number of Shares with respect to which such Limited SAR is being exercised.
(d) Only if and to the extent required in order for the related Stock Option to be treated as an Incentive Stock Option, a Limited SAR may be exercised only when there is a positive Spread, that is, when the Fair Market Value per Share exceeds the purchase price per Share at which the related Stock Option is exercisable. Upon the exercise of a Limited SAR, the holder thereof shall receive an amount in cash equal to the Spread.
(e) Notwithstanding any other provision of this Plan, no SAR or Performance Unit may be exercised with respect to any Stock Option at a time when any Limited SAR with respect to such Stock Option held by the Grantee of such SAR or Performance Unit may be exercised.
(f) The Company intends that this Section 9 shall comply with the requirements of the Rule during the term of this Plan. Should any provision of this Section 9 not be necessary to comply with the requirements of the Rule, or should any additional provisions be necessary for this Section 9 to comply with the requirements of the Rule, the Committee may amend this Plan or any Award agreement to add to or modify the provisions thereof accordingly.

(g) To exercise a Limited SAR, the holder shall give written notice to the Company in form satisfactory to the Committee specifying the number of Shares with respect to which he is exercising the Limited SAR.
(h) The exercise of a Limited SAR shall reduce on a one for one basis the number of Shares subject to the related Stock Option.
10. Performance Units.
(a) In conjunction with the granting of Stock Options under this Plan, the Committee may grant Performance Units relating to such Stock Options; provided, however, that in the case of Incentive Stock Options, the Committee may grant Performance Units only if and to the extent that the grant of such Performance Units is consistent with the treatment of the Stock Option as an Incentive Stock Option. Each grant of Performance Units shall cover such number of Shares and shall be on such other terms and conditions not inconsistent with this Plan as the Committee may determine and shall be evidenced by a Performance Unit Agreement setting forth such terms and conditions executed by the Company and the Grantee of the Performance Units. The number of Performance Units granted shall be equal to a specified number of Shares subject to the related Stock Options. The Committee shall value such Units to the extent that Performance Goals are achieved; provided, however, that in no event shall the value per Performance Unit exceed one hundred and fifty percent (150%) of the purchase price per Share at which the related Stock Option is exercisable.
(b) The Committee shall have full and final authority to establish Performance Goals for each Performance Period on the basis of such criteria, and the attainment of such objectives, as the Committee may from time to time determine. In setting Performance Goals, the Committee may take into consideration such matters which it deems relevant and such financial and other criteria including but not limited to projected cumulative compounded rate of growth in earnings per Share and average return on equity. During any Performance Period, the Committee shall have the authority to adjust Performance Goals for the Performance Period as it deems equitable in recognition of extraordinary or nonrecurring events experienced by the Company during the Performance Period including, but not limited to, changes in applicable accounting rules or principles or changes in the Company's methods of accounting during the Performance Period or significant changes in tax laws or regulations which affect the financial results of the Company.
(c) The term "Performance Goals" as used in this Section 10 shall mean the performance objectives established by the Committee for the Company for a Performance Period for the purpose of determining if, as well as the extent to which, a Performance Unit shall be earned.
(d) The term "Performance Period" as used in this Section 10 shall mean the period of time selected by the Committee (which period shall be not more than five nor less than three years) commencing on January 1 of the Year in which the grant of Performance Units is made, during which the performance of the Company is measured for the purpose of determining the extent to which Performance Units have been earned.
(e) Performance Units shall be earned to the extent that Performance Goals and other conditions established in accordance with Paragraph (b) of this
Section 10 are met. The Company shall promptly notify each Grantee of the extent to which Performance Units have been earned by such Grantee. A Performance Unit may be exercised only during the period following such notice and prior to expiration of the related option. Performance Units which have been earned shall be paid after exercise by the Grantee pursuant to Paragraph (h) of this Section
10. The Committee shall have the sole and absolute discretion to determine whether payment for such Performance Unit will be made in cash, Shares or a combination of cash and Shares, provided that any Shares used for payment shall be valued at their Fair Market Value on the date of the exercise of the Performance Unit.

(f) Unless otherwise determined by the Committee, in the event that a Grantee of Performance Units ceases to be employed by RSI or any Subsidiary during the term of the related Stock Option, the Performance Units held by him shall be exercisable only to the extent the related Stock Option is exercisable and shall be forfeited to the extent that the related Stock Option was not exercisable on the Termination Date.
(g) The Company intends that this Section 10 shall comply with the requirements of Section 16(b) of the 1934 Act and the rules thereunder, as from time to time in effect, including the Rule. Should any provision of this Section 10 not be necessary to comply with the requirements of said Section 16(b) and the rules thereunder or should any additional provision be necessary for this
Section 10 to comply with the requirements of Section 16(b) and the rules thereunder, the Committee may amend this Plan or any Award agreement to add to or modify the provisions thereof accordingly.
(h) To exercise Performance Units, the Grantee shall give written notice to the Company in form satisfactory to the Committee addressed to the Secretary of the Company specifying the number of Shares with respect to which he is exercising Performance Units.
(i) The exercise of Performance Units shall reduce on a one for one basis the number of Shares subject to the related Stock Option.
11. Restricted Stock Rights.
(a) The Committee from time to time may grant Restricted Stock Rights to key executive Employees selected by the Committee as being eligible therefor, which would entitle a Grantee to receive a stated number of Shares subject to forfeiture of such Rights if such Grantee failed to remain continuously in the employ of RSI or any Subsidiary for the period stipulated by the Committee (the "Restricted Period").
(b) Restricted Stock Rights shall be subject to the following restrictions and limitations:
(i) The Restricted Stock Rights may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of;
(ii) Except as otherwise provided in Paragraph (d) of this Section 11, the Restricted Stock Rights and the Shares subject to such Restricted Stock Rights shall be forfeited and all rights of a Grantee to such Restricted Stock Rights and Shares shall terminate without any payment of consideration by the Company if the Grantee fails to remain continuously as an Employee of RSI or any Subsidiary for the Restricted Period. A Grantee shall not be deemed to have terminated his period of continuous employment with RSI or any Subsidiary if he leaves the employ of RSI or any Subsidiary for immediate reemployment with RSI or any Subsidiary.
(c) The Grantee of Restricted Stock Rights shall not be entitled to any of the rights of a holder of the Common Stock with respect to the Shares subject to such Restricted Stock Rights prior to the issuance of such Shares pursuant to this Plan. During the Restricted Period, for each Share subject to a Restricted Stock Right, the Company will pay the holder an amount in cash equal to the cash dividend declared on a Share during the Restricted Period on or about the date the Company pays such dividend to the stockholders of record.
(d) In the event that the employment of a Grantee terminates by reason of death, Disability or Retirement, such Grantee shall be entitled to receive the number of Shares subject to the Restricted Stock Right multiplied by a fraction
(x) the numerator of which shall be the number of days between the date of grant

of such Restricted Stock Right and the date of such termination of employment, and (y) the denominator of which shall be the number of days in the Restricted Period, provided, however, that any fractional Share shall be cancelled. If a Grantee's employment is interrupted by reason of Disability or a leave of absence (as determined by the Committee), then the Committee may permit the delivery of the Shares subject to the Restricted Stock Right in such amounts as the Committee may determine.
(e) Notwithstanding Paragraphs (a) and (b) of this Section 11, unless otherwise determined by the Committee prior to the occurrence of a Change of Control, in the event of a Change of Control all restrictions on Restricted Stock shall expire and all Shares subject to Restricted Stock Rights shall be issued to the Grantees. Additionally, the Committee may, at any time, provide for the acceleration of the Restricted Period and of the issuance of all or part of the Shares subject to Restricted Stock Rights. Any determination made by the Committee pursuant to this Section 11(e) may be made as to all Restricted Stock Rights or only as to certain Restricted Stock Rights specified by the Committee. Once made, any determination by the Committee pursuant to this Section 11(e) shall be irrevocable.
(f) When a Grantee shall be entitled to receive Shares pursuant to a Restricted Stock Right, the Company shall issue the appropriate number of Shares registered in the name of the Grantee.
12. Dilution and Other Adjustments.
If there shall be any change in the Shares subject to this Plan or any Award granted under this Plan as a result of merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure, adjustments may be made by the Committee, as it may deem appropriate, in the aggregate number and kind of Shares subject to this Plan or to any outstanding Award, and in the terms and provisions of this Plan and any Awards granted hereunder, in order to reflect, on an equitable basis, any such change in the Shares contemplated by this Section 12, provided however, that neither the Board of Directors of RSI nor the Committee shall be permitted to re-price any Stock Options once they have been granted. Any adjustment made by the Committee pursuant to this Section 12 shall be conclusive and binding upon the Grantee, the Company and any other related person.
13. Substitute Options.
Incentive and/or Non-qualified Stock Options may be granted under this Plan from time to time in substitution for either incentive or non-qualified stock options or both held by employees of other corporations who are about to become employees of the Company as the result of a merger, consolidation or reorganization of the employing corporation with the Company, or the acquisition by the Company of the assets of the employing corporation, or the acquisition by the Company of stock of the employing corporation as the result of which it becomes a Subsidiary of the Company. The terms and conditions of the Stock Options so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted, but, in the event that the option for which a substitute Stock Option is being granted is an incentive stock option, no variation shall adversely affect the status of any substitute Stock Option as an incentive stock option under the Code.
14. Miscellaneous Provisions.
(a) Notwithstanding any other provision of this Plan, no Stock Option, SAR, Limited SAR or Restricted Stock Right granted hereunder may be exercised nor shall any payment in respect of any Performance Unit granted hereunder be made and all rights of the Grantee thereof, or of the Grantee's legal representatives, heirs or legatees, shall be forfeited if, prior to the time of such exercise or payment, the Committee (or in the event of a Change of Control, the Incumbent Board) determines that the Grantee has (i) used for profit or disclosed confidential information or trade secrets of the Company to

unauthorized persons, or (ii) breached any contract with, or violated any legal obligation to, the Company, or (iii) engaged in any other activity which would constitute grounds for termination for cause of the Grantee by the Company. The Committee (or the Incumbent Board) shall give a Grantee written notice of such determination prior to making any such forfeiture. The Committee (or the Incumbent Board) may waive the conditions of this Paragraph in full or in part if, in its sole judgment, such waiver will have no substantial adverse effect upon the Company. The determination of the Committee (or the Incumbent Board) as to the occurrence of any of the events specified above and to the forfeiture, if any, shall be conclusive and binding upon the Grantee, the Company and any other related person.
(b) The Grantee of an Award shall have no rights as a stockholder with respect thereto, except as otherwise expressly provided in this Plan, unless and until certificates for Shares are issued.
(c) No Award or any rights or interests therein shall be assignable or transferable by the Grantee except by will or the laws of descent and distribution. During the lifetime of the Grantee, an Award shall be exercisable only by the Grantee or the Grantee's guardian or legal representative.
(d) The Company shall have the right to deduct from all Awards granted hereunder to be distributed in cash any Federal, state, local or foreign taxes required by law to be withheld with respect to such cash payments. In the case of Awards to be distributed in Shares, the holder or other person receiving such Common Stock shall be required, as a condition of such distribution, either to pay to the Company at the time of distribution thereof the amount of any such taxes which the Company is required to withhold with respect to such Shares or to have the number of the Shares, valued at their Fair Market Value on the date of distribution, to be distributed reduced by an amount equal to the value of such taxes required to be withheld.
(e) No Employee shall have any claim or right to be granted an Award under this Plan, nor having been selected as a Grantee for one Year, any right to be a Grantee in any other Year. Neither this Plan nor any action taken hereunder shall be construed as giving any Grantee any right to be retained in the employ of RSI or any Subsidiary, and the Company expressly reserves its right at any time to dismiss any Grantee with or without cause.
(f) The costs and expense of administering this Plan shall be borne by the Company and not charged to any Award nor to any Grantee.
(g) This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under this Plan, and payment of Awards shall be subordinate to the claims of the Company's general creditors.
(h) Whenever used in this Plan, the masculine gender shall include the feminine or neuter wherever necessary or appropriate and vice versa and the singular shall include the plural and vice versa.
(i) With respect to Grantees subject to Section 16 of the 1934 Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of this Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. Moreover, in the event this Plan does not include a provision required by Rule 16b-3 to be stated herein, such provision (other than one relating to eligibility requirements, or the price and amount of Awards) shall be deemed automatically to be incorporated by reference into this Plan insofar as Grantees subject to Section 16 are concerned.

15. Indemnification of the Committee.
Service on the Committee shall constitute service as a director of the Company and members of the Committee shall be entitled to indemnification, advancement of expenses and reimbursement as directors of the Company pursuant to its Restated Articles of Incorporation, By-Laws, resolutions of the Board of Directors of RSI or otherwise.
16. Compliance with Law.
(a) Each Grantee, to permit the Company to comply with the Securities Act of 1933, as amended (the "1933 Act"), and any applicable blue sky or state securities laws, shall represent in writing to the Company at the time of the grant of an Award and at the time of the issuance of any Shares thereunder that such Grantee does not contemplate and shall not make any transfer of any Shares to be acquired under an Award except in compliance with the 1933 Act and such Grantee shall enter into such agreements and make such other representations as, in the opinion of counsel to the Company, shall be sufficient to enable the Company legally to issue the Shares without registration thereof under the 1933 Act. Certificates representing Shares to be acquired under Awards shall bear legends as counsel for the Company may indicate are necessary or appropriate to accomplish the purposes of this Section 16.
(b) If at any time the Committee shall determine that the listing, registration or qualification of the Shares subject to any Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of or issuance of Shares under such Award, such Shares shall not be issued unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
17. Amendment of the Plan.
The Committee may at any time (i) terminate this Plan or (ii) modify or amend this Plan in any respect, except that, to the extent required to maintain the qualification of this Plan under Section 16 of the 1934 Act, or as otherwise required to comply with applicable law or the regulations of any stock exchange on which the Shares are listed, the Committee may not, without shareholder approval, (A) materially increase the benefits accruing to Grantees under this Plan, (B) materially increase the number of securities which may be issued under this Plan or (C) materially modify the requirements as to eligibility for participation in this Plan. Should this Plan require amendment to maintain full legal compliance because of rules, regulations, opinions or statutes issued by the SEC, the U.S. Department of the Treasury or any other governmental or governing body, then the Committee or the Board may take whatever action, including but not limited to amending or modifying this Plan, is necessary to maintain such compliance. The termination or any modification or amendment of this Plan shall not, without the consent of any Grantee involved, adversely affect his rights under an Award previously granted to him.
18. Effective Date and Term of the Plan.
(a) This Plan shall become effective on May 5, 1995, subject to the approval of the shareholders of RSI.
(b) Unless previously terminated in accordance with Section 17 of this Plan, this Plan shall terminate on the close of business on May 4, 2005, after which no Awards shall be granted under this Plan. Such termination shall not affect any Awards granted prior to such termination.

Exhibit 10.5(c)
RYDER SYSTEM, INC.
DIRECTORS STOCK PLAN
 (as amended through May 4, 2001)
SECTION I
Purposes Of The Plan
The Ryder System, Inc. Directors Stock Plan (the "Plan") is intended to enable Ryder System, Inc. (the "Company") to attract and retain persons of outstanding competence to serve as members of the Board of Directors of the Company and to provide a direct link between Directors' compensation and shareholder value.
SECTION II
Administration Of The Plan
A. Committee -- The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Committee"), which shall consist of not less than three members of the Board of Directors, each of whom shall be a "disinterested person" as that term is used in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Grants of stock to eligible participants under the Plan and the amount, nature and timing of the grants shall be automatically determined as described in Sections IV and V and shall not be subject to the determination of the Committee.
B. Authority of the Committee -- Subject to certain specific limitations and restrictions set forth in the Plan, the Committee shall have full and final authority to interpret the Plan; to prescribe, amend and rescind rules and regulations, if any, relating to the Plan; and to make all determinations necessary or advisable for the administration of the Plan. No member of the Committee shall be liable for anything done or omitted to be done by him or by any other member of the Committee in connection with the Plan, except for his own willful misconduct or gross negligence. All decisions which are made by the Committee with respect to interpretation of the terms of the Plan and with respect to any questions or disputes arising under the Plan shall be final and binding on the Company and the participants, their heirs or beneficiaries. The Committee shall not be empowered to take any action, whether or not otherwise authorized under the Plan, which would result in any Director failing to qualify as a "disinterested person".
C. Acts of the Committee -- A majority of the Committee will constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee without a meeting, will be the acts of the Committee.
SECTION III
Stock Subject to the Plan
A. Common Stock -- The stock which is the subject of grants under the Plan shall be the Company's Common Stock, par value $ .50 per share ("Common Stock"), which shares shall be subject to the terms, conditions and restrictions described in the Plan.
B. Maximum Number Of Shares That May Be Granted -- There may be granted under the Plan an aggregate of not more than one hundred thousand (100,000) shares of Common Stock, subject to adjustment as provided in Section VII hereof. Shares of Common Stock granted pursuant to the Plan may be either authorized, but unissued, shares or reacquired shares, or both.
C. Rights With Respect To Shares -- A Director to whom a grant of Common Stock has been made shall have absolute beneficial ownership of the shares of Common Stock granted to that Director, including the right to vote the shares and to receive dividends thereunder; subject, however, to the terms, conditions and restrictions described in the Plan, including, but not limited to, Section V. The certificate(s) for such shares shall be held by the Company (or by an agent designated by the Secretary of the Company) for the Director's benefit until the terms, conditions and restrictions lapse, whereupon the certificates shall be delivered to the Director.

SECTION IV
Participation
A. Directors -- Participation in the Plan shall be limited to persons who serve as members of the Board of Directors of the Company and who, at the time of grant, are not "employees" of the Company and/or any of its subsidiaries, within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"). A Director who is an employee and who retires or resigns from employment with the Company and/or any of its subsidiaries, but remains, a Director of the Company, shall become eligible to participate in the Plan at the time of such termination of employment.
B. Elections -- Any eligible Director may elect to participate in the Plan and receive grants of Common Stock as set out in Paragraph C of this Section IV by delivering to the Committee a written notice to such effect. Such election shall be made at least six (6) months prior to the Grant Date (as defined below) and shall be irrevocable in a manner sufficient to satisfy the Rules established by the Securities and Exchange Commission (the "SEC") pursuant to Rule 16b.3 under the Securities Exchange Act of 1934, as amended then in effect, and according to procedures established by the Committee.
C. Grants -- Each participating Director who has made an election pursuant to Paragraph B of this Section IV shall be eligible to receive annually, on the first New York Stock Exchange trading day of each calendar year (the "Grant Date"), following such election, in lieu of such Director's annual retainer for service as a director of the Company (the, "Annual Retainer",): (i) a grant of Common Stock and (ii) Eleven Thousand Five Hundred Dollars ($11,500.00) (collectively, the, "Formula",). The amount of Common Stock which shall be granted to a participating Director will be the number of whole shares which can be purchased for Fifteen Thousand Dollars ($15,000.00) based on the Fair Market Value of the shares on the Grant Date. Fractional shares shall not be granted. "Fair Market Value" will be the mean of the highest and lowest sale price for the Common Stock as reported on the New York Stock Exchange Composite Transaction Reporting System on the Grant Date.
D. Adjustment of Formula -- In the event that there shall be an increase or decrease in the Annual Retainer, the Formula shall adjust automatically so that both the relationship between the Formula and the Annual Retainer and the proportion of Common Stock and cash paid to a participating Director pursuant to the Formula are maintained.
SECTION V
Terms And Conditions Of Stock Grants
A. Vesting -- Each grant of Common Stock to a participating Director in accordance with the Plan shall be vested on the six-month anniversary of the Grant Date, so long as the Director has served continuously as a director of the Company during the intervening six-month period. In the event a Director's service to the Company terminates before the shares have vested, then all shares granted to such Director which have not vested shall be cancelled and the shares forfeited and retransferred to the Company, with the Director having no further right or interest in such forfeited and retransferred shares.
B. Restrictions on Transfer -- Shares of Common Stock granted to a participating Director may not be assigned, (transferred, pledged, hypothecated or otherwise disposed of (i) before they have vested in accordance with (i) Paragraph A of this Section V and (ii) until six (6) months after the termination of the Director's service to the Company as a director.
SECTION VI
Compliance With Law And Other Conditions
A. Restrictions Upon Grant Of Common Stock -- The listing upon the New York Stock Exchange or the registration or qualification under any federal or state law of any shares of Common Stock to be granted pursuant to the Plan may be necessary or desirable as a condition of, or in connection with, such grant and, in any such event, delivery of the certificates for such shares of Common Stock shall, if the Committee, in its sole discretion, shall determine, not be made until such listing, registration or qualification shall have been completed.
B. Restrictions Upon Resale Of Unregistered Stock -- If the issuances of the shares of Common Stock that have been granted to a participating Director pursuant to the terms of the Plan are not registered under the Securities Act of 1933, as amended, pursuant to an effective registration statement, such

Director, if the Committee shall deem it advisable, may be required to represent and agree in writing.
(i) that any shares of Common Stock acquired by such Director pursuant to the Plan will not be sold, except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under such Act, and
(ii) that such Director is acquiring such shares of Common Stock for his own account and not with a view to the distribution thereof.
SECTION VII
Adjustments
The number of shares of Common Stock of the Company reserved for grants under the Plan shall be subject to appropriate adjustment by the Committee, as necessary, to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of shares or similar event.
SECTION VIII
Miscellaneous Provisions
A. Nothing in the Plan shall be construed to give any Director of the Company any right to a grant of Common Stock under the Plan unless all conditions described within the Plan are met as determined in the sole discretion of the Committee.
B. Neither the Plan, nor the granting of Common Stock nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a Director for any period of time. Nothing in the Plan shall in any manner be construed to limit in any way the right of the Company or its shareholders to reelect or not reelect or renominate or not renominate a participating Director.
C. Any shares of Common Stock of the Company issued as a stock dividend, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to shares of Common Stock granted pursuant to the Plan shall have the same status and be subject to the same restrictions as the shares granted.
D. The costs and expenses of administering the Plan shall be borne by the Company and not charged to any grant of Common Stock nor to any participating Director.
E. The Company may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority, whether federal, state or local, to withhold in connection with any event or action under the Plan.
SECTION IX
Amendment
The Committee or the Board of Directors of the Company may suspend or discontinue the Plan, or revise or amend it in any respect whatsoever; except that, without shareholder approval, the Committee or the Board of Directors may not (a) materially increase the benefits accruing to participants under the Plan, (b) increase the number of shares of Common Stock available for grants under the Plan, or (c) materially modify the requirements as to eligibility for participation in the Plan. Additionally, should the Plan require amendment to maintain full legal compliance because of rules, regulations, opinions or statutes issued by the SEC, the U.S. Department of the Treasury or any other governmental or governing body, then the Committee or the Board of Directors may take whatever action, including but not limited to amending or modifying the Plan, is necessary to maintain such compliance. The termination or any modification or amendment of the Plan shall not, without the consent of any participant involved, adversely affect rights under a previous grant of Common Stock. In no event shall Plan provisions dealing with the eligibility of participants to receive grants, the amount and price of securities to be granted, or the timing of the grants be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, ERISA, or the rules thereunder.

SECTION X
Governing Law
The Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Florida and construed accordingly.
SECTION XI
Approval By Shareholders
The Plan shall become effective only upon approval by the shareholders of the Company.

EXHIBIT 15
KPMG LLP
CERTIFIED PUBLIC ACCOUNTANTS
 One Biscayne Tower Telephone 305-358-2300 2 South Biscayne Boulevard Fax 305-913-2692 Suite 2800
Miami, Florida 33131
The Board of Directors and Shareholders
Ryder System, Inc.:
We acknowledge our awareness of the incorporation by reference in the following Registration Statements of our report dated October 17, 2001 related to our review of interim financial information:
Form S-3:
. Registration Statement No. 33-1623 covering $500,000,000 aggregate principal amount of debt securities.
. Registration Statement No. 33-13962 covering $500,000,000 aggregate principal amount of debt securities.
. Registration Statement No. 33-20359 covering $1,000,000,000 aggregate principal amount of debt securities.
. Registration Statement No. 33-58667 covering $800,000,000 aggregate principal amount of debt securities.
. Registration Statement No. 333-63049 covering $800,000,000 aggregate principal amount of debt securities.
Form S-8:
. Registration Statement No. 33-20608 covering the Ryder System Employee Stock Purchase Plan.
. Registration Statement No. 33-4333 covering the Ryder Employee Savings Plan.
. Registration Statement No. 1-4364 covering the Ryder System Profit Incentive Stock Plan.
. Registration Statement No. 33-69660 covering the Ryder System, Inc. 1980 Stock Incentive Plan.
. Registration Statement No. 33-37677 covering the Ryder System UK Stock Purchase Scheme.
. Registration Statement No. 33-63990 covering the Ryder System, Inc. Directors' Stock Plan.
. Registration Statement No. 33-58001 covering the Ryder System, Inc. Employee Savings Plan A.
. Registration Statement No. 33-58003 covering the Ryder System, Inc. Employee Savings Plan B.
. Registration Statement No. 33-61509 covering the Ryder System, Inc. Stock for Merit Increase Replacement Plan.
. Registration Statement No. 33-62013 covering the Ryder System, Inc. 1995 Stock Incentive Plan.

. Registration Statement No. 333-19515 covering the Ryder System, Inc. 1997 Deferred Compensation Plan.
. Registration Statement No. 333-26653 covering the Ryder System, Inc. Board of Directors Stock Award Plan.
. Registration Statement No. 333-57593 covering the Ryder System, Inc. Stock Purchase Plan for Employees.
. Registration Statement No. 333-57595 covering the Ryder System, Inc. 1995 Stock Incentive Plan.
. Registration Statement No. 333-69626 covering the Ryder System, Inc. 1995 Stock Incentive Plan.
. Registration Statement No. 333-69628 covering the Ryder System, inc. Board of Directors Stock Award Plan.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.
Miami, Florida
November 8, 2001