RYDER SYSTEM, INC. ~~(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------------~~

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this ~~Registration Statement~~registration statement as determined by market conditions. ~~---------------------~~

~~If the only securities being registered on this ~~Form~~form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ o~~

If any of the securities being registered on this ~~Form~~form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ~~[X]~~ x

If this ~~Form~~form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ o

If this ~~Form~~form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following
box. ~~[ ] ---------------------~~ o

- --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE TITLE OF EACH CLASS TO BE OFFERING PRICE OFFERING AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1)

(1)	Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3.
(2) ~~REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------~~ ~~Debt Securities................................~~	Subject to Rule 462(b) under the Securities Act of 1933, in no event will the aggregate initial offering price of the securities issued under this registration statement (which includes securities issued hereunder pursuant to Rule 429 under the Securities Act) exceed $800,000,000, 100% $800,000,000 $236,000 - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------

~~(1) Estimated solely for the purpose of determining~~or if any securities are issued in any foreign currency units, the U.S. dollar equivalent of $800,000,000. For debt securities issued with an original issue discount, the amount to be registered is calculated as the initial accreted value of such debt securities.(3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 and exclusive of accrued interest and dividends, if any.(4) Pursuant to Rule 457(p), the registrant is offsetting the $64,720 registration fee with $46,315 of registration fees which relate to the remaining unsold $157,000,000 previously registered by the registrant on registration statement number 333-63049 filed on September 8, 1998.(5) In addition to any preferred stock, depositary shares or common stock that may be issued directly under this registration statement, there are being registered hereunder an indeterminate number of shares of preferred stock, depositary shares or common stock as may be issued upon conversion or exchange of debt securities, preferred stock or depositary shares, as the case may be. No separate consideration will be received for any shares of preferred stock, depositary shares or common stock so issued upon conversion or exchange.(6) Each share of common stock that may be issued under this registration statement will have an attached preferred share purchase right. The preferred share purchase rights are only exercisable upon the occurrence of certain prescribed events, none of which has occurred. Pursuant to Rule 457(i) of the Securities Act, no registration fee is required with respect to the preferred share purchase rights.(7) Each stock purchase contract of the registrant obligates the registrant to sell, and its holder to purchase, a number of shares of the registrant’s common stock.(8) Each stock purchase unit consists of a stock purchase contract and debt securities or preferred securities registered under this registration statement or debt obligations of third parties.

Pursuant to Rule 429 under the Securities Act, this registration statement also relates to the remaining unsold $157,000,000 of securities previously registered by the registrant on registration statement number 333-63049 filed with the Securities and Exchange Commission on September 8, 1998.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration ~~fee. (2) Plus an additional amount of Debt Securities issued with Original Issue Discount~~statement shall become effective on such ~~that~~date as the aggregate public offering price of all Debt Securities will not exceed $800,000,000 (the initial public offering price of any Debt Securities denominated in any foreign currency or currency unit shall be the U.S. dollar equivalent thereof). --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)Commission, acting pursuant to said Section 8(a), ~~MAY DETERMINE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------~~ 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. $800,000,000 may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale of these securities is not permitted.

~~We, Ryder System, Inc. ~~(the "Company")~~, may offer from time to ~~time may offer its debt securities (the "Debt Securities"),~~ time:~~


	•	debt securities,

	•	shares of preferred stock,

	•	depositary shares,

	•	shares of common stock and

	•	stock purchase contracts and stock purchase units

in one or more ~~Series, of up to $800,000,000 in~~series, with an aggregate principal amount (or net proceeds in the case of securities issued at an original issue discount), of up to $800,000,000, including the equivalent thereof in other currencies, or composite currency units such as the ~~European Currency Unit,~~euro, in amounts, at prices and on terms to be determined at the time of offering. ~~See "Plan~~

When we offer securities pursuant to this prospectus, we will deliver to you this prospectus as well as a prospectus supplement setting forth the specific terms of ~~Distribution." The Debt Securities, when~~the securities being offered. We urge you to read carefully this prospectus and the accompanying prospectus supplement before you make your investment decision.

Our common stock is listed on the New York Stock Exchange under the symbol “R.” Any common stock sold pursuant to a prospectus supplement will be listed on such exchange, subject to official notice of issuance.

Any debt securities issued under this prospectus will rank ~~on a parity~~equal in right of payment with all our other unsecured and unsubordinated indebtedness of the Company. When a particular Series of Debt Securities is offered (the "Offered Debt Securities"), a supplement to this Prospectus will be delivered (the "Prospectus Supplement") together with this Prospectus setting forth the terms of such Offered Debt Securities, including the specific designation, aggregate principal amount, denominations, maturity, interest rate (or method for its calculation) and payment dates, if any, any redemption or repayment terms, the initial public offering price, whether such Offered Debt Securities will be issued, in whole or in part, in registered, bearer or global form (or any two or three of such forms), the names of, and the principal amounts to be purchased by or through underwriters, dealers or agents, if any, and the compensation of such persons, any listing of the Offered Debt Securities on a securities exchange and other terms in connection with the offering and sale of such Offered Debt Securities. The Companyindebtedness.

We may sell the ~~Debt Securities~~securities to or through underwriters and also may sell the ~~Debt Securities~~securities directly to other purchasers or through agents or dealers. See "Plan of Distribution." ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------

~~This ~~Prospectus~~prospectus may not be used to consummate sales of ~~Debt Securities~~securities unless accompanied by a ~~Prospectus Supplement. The Date~~prospectus supplement.~~

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this ~~Prospectus is September 8, 1998.~~ 3 NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OTHER THAN THOSE CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE DEBT SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES. AVAILABLE INFORMATION The Company is subjectprospectus. Any representation to the ~~informational requirements~~contrary is a criminal offense.

No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with the offer made by this prospectus or any prospectus supplement other than those contained in, or incorporated by reference in, this prospectus or any prospectus supplement, and if given or made, such information or representations must not be relied upon as having been authorized by us or any agent, underwriter or dealer. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this prospectus or any prospectus supplement at any time does not imply that the information contained herein or therein is correct as of any time subsequent to their respective dates.

This prospectus is part of a registration statement filed by us with the Securities and Exchange Commission, or Commission, utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the ~~Securities Exchange Act~~securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of ~~1934,~~that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the heading “Where You Can Find More Information.”

As used in this prospectus, “company,” “we,” “our” and “us” refer only to Ryder System, Inc. and not any of its subsidiaries, except where the context otherwise requires or as ~~amended (the "Exchange Act"),~~otherwise indicated.

We file annual, quarterly and ~~in accordance therewith files~~special reports, proxy statements and other information with the ~~Securities~~Commission. You may read and ~~Exchange Commission (the "Commission"). Such reports, proxy statements and other~~copy any document previously filed by us at the Commission’s Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may obtain copies of this information ~~can be inspected, and copies may be obtained at~~by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed ~~rates, as well as at~~rates. You may obtain information on the ~~following Regional Offices~~operation of the ~~Commission: Citicorp Center, 500 Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York, New York 10048. Such material may~~public reference room by calling the Commission at 1-800-SEC-0330. Our filings with the Commission are also ~~be accessed electronically by means of~~available to the ~~Commission's home page~~public on the Commission’s Internet website at http://www.sec.gov. ~~Reports,~~

You can also inspect reports, proxy statements and other information ~~concerning the Company can also be inspected~~about us at the offices of the New York Stock Exchange, ~~Inc.,~~ 20 Broad Street, New York, New York 10005, where the Company's common stock is listed and at the offices of the following other stock exchanges where the Company's common stock is listed: the Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605, and the Pacific Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San Francisco, California 94104. The Prospectus constitutes a part of a Registration Statement10005.

We have filed ~~by the Company~~ with the Commission a registration statement under the Securities Act that registers the distribution of ~~1933, as amended (the "Securities Act~~the securities offered hereby. The registration statement, including the attached exhibits and schedules, contain additional relevant information about us and the securities being offered. This prospectus which forms part of ~~1933"). This Prospectus~~the registration statement omits certain of the information contained in the ~~Registration Statement~~registration statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the ~~Registration Statement~~registration statement and related exhibits for further information with respect to ~~the Company~~us and the ~~Securities.~~securities offered hereby. Statements contained ~~herein~~in this prospectus concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the ~~Registration Statement~~registration statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. Certain statements and information contained or incorporated by reference herein constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Any such statements and information should be considered in the light of such risks, uncertainties and other factors.

The ~~Company's Annual Report on Form 10-K for~~Commission allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the ~~fiscal year ended December 31, 1997, and Quarterly Reports for~~Commission. We incorporate by reference the ~~periods ended March 31, 1998 and June 30, 1998,~~documents listed below, which we have ~~been~~already filed ~~by the Company~~ with the Commission, ~~pursuant to the Exchange Act, is incorporated by reference in this Prospectus~~ and ~~shall be deemed to be a part hereof. All~~any documents filed by ~~the Company with the Commission~~us pursuant to Section 13(a), 13(c), 14 or 15(d) of the

Securities Exchange Act of 1934, as amended, subsequent to the date of this ~~Prospectus~~prospectus and prior to the termination of the offering made by this ~~Prospectus and any accompanying Prospectus Supplement shall be deemed to be~~prospectus:


	•	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 filed with the Commission on March 3, 2003;

	•	Our Quarterly Reports on Form 10-Q for the three- and six-month periods ended March 31, 2003 and June 30, 2003 filed with the Commission on May 8, 2003 and August 8, 2003, respectively;

	•	Our Current Report on Form 8-K filed with the Commission on August 29, 2003;

	•	Description of our common stock contained in our registration statement on Form S-3 (Registration No. 333-33600) filed with the Commission on February 27, 1990; and

	•	Description of our preferred share purchase rights contained in our registration statement on Form 8-A (Registration No. 001-04364) filed with the Commission on April 3, 1996.

The information incorporated 2 ~~4 herein~~ by reference ~~and shall be deemed to be a~~into this prospectus is an important part ~~hereof from the date~~ of ~~filing of such documents (such documents, and the documents enumerated above, being herein referred to as "Incorporated Documents").~~this prospectus. Any statement contained in an ~~Incorporated Document~~incorporated document shall be deemed to be modified or superseded for purposes of the ~~Registration Statement~~registration statement or this ~~Prospectus~~prospectus to the extent that a statement contained herein or in any other subsequently filed ~~Incorporated Documents~~incorporated documents or in an accompanying ~~Prospectus Supplement~~prospectus supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this ~~Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom a Prospectus is delivered, upon the written or oral~~prospectus.

You may request ~~of such person, a copy~~copies of any and all information that is incorporated by reference into this prospectus, at no cost, by writing to us at the following address or ~~all Incorporated Documents, other than exhibits~~telephoning us at (305) 500-3726.

~~Exhibits to ~~such Incorporated Documents~~an incorporated document will not be provided unless ~~such exhibits are~~the exhibit is specifically incorporated by reference into this prospectus.~~

In addition, we make available free of charge through our website at http://www.ryder.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the ~~Incorporated Documents. Requests~~Commission. Other than the information expressly incorporated by reference into this prospectus, information on, or accessible through, our website is not a part of this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.

Some of the statements contained in, or incorporated by reference into, this prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our 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,” “intend,” “plan,” “estimate,” “predict,” “anticipate,” “will,” “may,” “should” 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 our used equipment; the highly competitive environment applicable to our 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 our activities (including increased cost of fuel, freight and transportation) or personnel needs; availability of equipment; adverse changes in debt ratings; changes in accounting assumptions; changes in customers’ business environments (or the loss of a significant customer) or changes in government regulations.

For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussion under “Certain Factors That May Affect the Company’s Business” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 which is incorporated by reference into this prospectus. In addition, you should ~~be directed~~carefully consider the specific risks set forth under the caption “Rick Factors” in the applicable prospectus supplement before making your investment decision.

The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and in the applicable prospectus supplement are not the only ones facing us. New risk factors emerge from time to ~~Public Relations Department 4C, Ryder System, Inc., 3600 N.W. 82nd Avenue, Miami, Florida 33166 (Telephone: 305/500-3187).~~ time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We operate 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 U.K.; (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 and 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. As of December 31, 2002, we and our subsidiaries had a fleet of approximately 161,400 vehicles and 27,800 employees.

We were incorporated in Florida in 1955. Through its subsidiaries, the Company engages primarily in the logistics and transportation business with focus on: 1) integrated logistics, including dedicated contract carriage, the management of carriers, and inventory deployment; 2) transportation services, including full service leasing, maintenance and short-term rental of trucks, tractors and trailers; and 3) public transit management and operations, fleet management and maintenance services, and student transportation services. TheOur principal executive offices ~~of the Company~~ are located at 3600 N.W. 82nd Avenue, Miami, Florida 33166. ~~Its~~Our telephone number is ~~305/500-3187.~~ (305) 500-3726. Our website is http://www.ryder.com.

Unless otherwise specified in the ~~Prospectus Supplement,~~prospectus supplement, we intend to use the net proceeds ~~available to the Company~~ from the sale of the ~~Offered Debt Securities may be used~~securities offered by this prospectus and any accompanying prospectus supplement for general corporate purposes, which might include the repayment of indebtedness, working capital, capital expenditures, acquisitions and the repurchase of shares of ~~the Company's~~our equity securities. Pending use for these purposes, ~~the Company~~we may invest proceeds from the sale of the ~~Offered Debt Securities~~securities in short-term marketable securities. The precise amount and

~~timing of sales of any ~~Debt Securities~~securities will be dependent on market conditions and the availability and cost of other funds to ~~the Company.~~ us.~~

The following table sets forth the ratio of earnings to fixed charges for ~~the Company~~us and ~~its~~our subsidiaries, whether or not consolidated, for each of the six-month periods ended June 30, ~~1998~~2003 and ~~1997,~~2002, and for each of the years in the five-year period ended December 31, ~~1997.~~2002. For purposes of computing the ratio of earnings to fixed charges, fixed charges consist of interest expense and other financial charges plus interest capitalized and that portion (one third) of rental expense considered to be interest. Earnings are computed by adding fixed charges, except interest capitalized, to earnings from continuing operations before income ~~taxes.~~taxes and cumulative effect of changes in accounting principles. Prior period ratios have been restated to exclude discontinued operations.
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31, - -------------------------- ------------------------------------------------------------------------ 1998 1997 1997 1996 1995 1994 1993 - ------------ ------------ ------------ ------------ ------------ ------------ ------------ ~~1.95 1.92 1.97 0.98(1) 1.79 2.04 2.00~~
~~(1) The ratio~~Because we had no shares of ~~earnings to fixed charges for~~preferred stock outstanding during any of the year ended December 31, 1996, was unfavorably impacted by restructuring and other charges totaling $228 million before taxes, related primarily to staff and facility reductions, a writedownperiods presented or as of ~~assets and other costs associated with restructuring initiatives. Further discussion~~the date of ~~these charges is included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Without such charges,~~this prospectus, we do not separately present the ratio of earnings to combined fixed charges ~~for the year ended December 31, 1996 would have been 1.74. 3~~ 5 and preferred stock dividends.

The following is a description of the ~~Debt Securities sets forth certain~~ general terms and provisions ofthat may apply to the ~~Debt Securities to which a Prospectus Supplement may relate.~~debt securities. The particular terms of ~~the Offered Debt Securities and the extent, if~~ any ~~to which such general provisions do not apply to the Offered Debt Securities~~debt securities offered hereby will be described in the ~~Prospectus Supplement~~prospectus supplement relating to ~~such Offered Debt Securities.~~those debt securities which may add, update or change the terms described in this prospectus. To review the terms of any debt securities offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

The ~~Offered Debt Securities may~~debt securities will be unsecured and unsubordinated obligations of our company and will be issued from time to time under an indenture to be entered into between us and J.P. Morgan Trust Company, National Association, as trustee. The indenture will be subject to and governed by the Trust Indenture ~~dated as~~Act of May 1, 1987 and supplemented as of November 15, 1990 and June 24, 1992 (as supplemented, the "Indenture"), between the Company and The Chase Manhattan Bank (National Association), as Trustee (the "Trustee"). The following are1939.

Following is a brief ~~summaries~~description of certain provisions of the ~~Indenture~~indenture. This description is not complete and ~~are~~is subject to the detailed provisions of ~~such Indenture,~~the indenture. A form of the indenture is filed as an exhibit to ~~which reference is hereby made for a complete~~the registration statement of ~~such provisions. References~~which this prospectus is a part. Section references appearing below are to the ~~Indenture and, wherever~~indenture. Whenever particular provisions of the indenture are ~~referred to,~~referenced, such provisions are incorporated by reference as a part of the statement made, and the statement is qualified in its entirety by such reference. ~~Whenever a~~Any capitalized term ~~is referred to~~used in this description and not ~~herein~~ defined shall have the ~~definition thereof is contained~~meaning given to such term in the ~~Indenture. GENERAL~~indenture. We urge you to read the indenture (and any amendments thereto) in its entirety because it, and not the following description, defines your rights as a holder of debt securities.

The indenture does not limit the amount of debt securities that we may issue. Debt ~~Securities which may be offered under the Indenture are not limited in amount and~~securities may be issued up to the principal amount authorized by our board of directors from time to ~~time~~time. The aggregate principal amount of the debt securities to be offered by this prospectus will not exceed $800,000,000 (or its foreign exchange rate equivalent if any debt securities are offered in ~~one or more Series. (Section 2.01.) The Debt Securities may~~currencies other than U.S. dollars).

Unless otherwise provided in the prospectus supplement accompanying this prospectus, the debt securities will be issued in fully registered form without coupons ~~("Registered Securities") or in bearer form with or without coupons ("Bearer Securities"~~(“registered securities”). In addition, ~~Debt Securities~~debt securities may be issued in the form of one or more global securities (each a ~~"Global Security"~~“global security”). Registered ~~Securities~~securities which are book-entry securities ~~("Book-Entry Securities"~~(“book-entry securities”) will be issued as registered ~~Global Securities. Bearer Securities may be issued in the form of temporary or definitive Global Securities. Unless otherwise provided in the Prospectus Supplement, the~~global securities.

Debt ~~Securities will be only Registered Securities. Debt Securities~~securities of a single ~~Series~~series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates, may be issued at or above par or with an original issue discount, and may otherwise vary, all as provided in the ~~Indenture.~~indenture.

The ~~Debt Securities~~debt securities will be unsecured and unsubordinated general obligations of ~~the Company~~our company and will rank ~~on a parity~~equal in right of payment with all our other unsecured and unsubordinated ~~indebtedness of the Company.~~indebtedness.

Reference is made to the ~~Prospectus Supplement~~prospectus supplement relating to the particular ~~Series~~series of ~~Offered Debt Securities~~debt securities for the following terms of such Debt Securities: (a) the title of such Debt Securities; (b) any limit upon the aggregate principal amount of such Debt Securities; (c) the initial public offering price; (d) the currency or currency unit of payment; (e) the date or date on which the principal of such Debt Securities is payable; (f) the rate or rates at which such Debt Securities will bear interest or the method for calculating such rate, if any, the date or dates from which such interest will accrue, the dates on which such interest will be payable and the record date for the interest payable on any interest payment date; (g) whether such Debt Securities will be issued as Registered Securities or Bearer Securities or both; (h) the place where the principal of and interest on such Debt Securities will be payable; (i) the period or periods, if any, within which the price or prices at which and the terms and conditions upon which such Debt Securities may be redeemed by the Company; (j) the obligation, if any, of the Company to redeem or purchase such Debt Securities pursuant to any sinking fund or at the option of a Holder thereof, and the terms and conditions upon which such Debt Securities shall be redeemed or purchased pursuant to such obligation; (k) any provisions for the remarketing of the Debt Securities by and on behalf of the Company; (l) if other than denominations of $1,000 and integral multiples thereof, the denominations in which such Debt Securities shall be issuable; (m) if other than the principal amount thereof, the portion of the principal amount of such Debt Securities which shall be payable upon declaration of acceleration of the maturity thereof; (n) whether the Offered Debt 4 6 Securities are to be issued in whole or in part in the form of one or more Global Securities and, if so, the identity of the depositary for such Global Security or Securities; (o) whether and under what circumstances the Company will pay additional amounts to any Holder of Offered Debt Securities who is not a United States person in respect of any tax, assessment or other governmental charge required to be withheld or deducted and, if so, whether the Company will have the option to redeem rather than pay any additional amounts; (p) any additions, deletions or modifications to the covenants, events of default or the ability of the Company to discharge its obligations set forth in the Indenture, that will be applicable with respectto the Offered Debt Securities; or (q) any other terms not inconsistent with the Indenture. (Section 2.02). If any Debt Securities of a particular Series are Bearer Securities, the Prospectus Supplement will describe additional provisions relating to, and any applicable restrictions on, such Bearer Securities, including certain tax consequences.debt securities:


	•	the title of such debt securities;

	•	any limit upon the aggregate principal amount of such debt securities;

	•	the initial public offering price;

	•	the currency or currency unit of payment;

	•	the date or date on which the principal of such debt securities is payable;

	•	the rate or rates at which such debt securities will bear interest or the method for calculating such rate, if any, the date or dates from which such interest will accrue, the dates on which such interest will be payable and the record date for the interest payable on any interest payment date;

	•	whether such debt securities will be issued as registered securities or bearer securities or both;

	•	the place where the principal of and interest on such debt securities will be payable;


	•	the period or periods, if any, within which the price or prices at which and the terms and conditions upon which such debt securities may be redeemed by us;

	•	whether we are obligated to redeem or purchase such debt securities pursuant to any sinking fund or at the option of a holder thereof, and the terms and conditions upon which such debt securities shall be redeemed or purchased pursuant to such obligation;

	•	any provisions for the remarketing of the debt securities by and on behalf of us;

	•	if other than denominations of $1,000 and integral multiples thereof, the denominations in which such debt securities shall be issuable;

	•	if other than the principal amount thereof, the portion of the principal amount of such debt securities which shall be payable upon declaration of acceleration of the maturity thereof;

	•	whether the offered debt securities are to be issued in whole or in part in the form of one or more global securities and, if so, the identity of the depositary for such global security or securities and the terms and conditions, if any, upon which such global securities may be exchanged for individual certificates;

	•	whether and under what circumstances we will pay Additional Amounts to any holder of offered debt securities who is not a United States person in respect of any tax, assessment or other governmental charge required to be withheld or deducted and, if so, whether we will have the option to redeem rather than pay any Additional Amounts;

	•	any additions, deletions or modifications to the covenants, events of default or our ability to discharge our obligations set forth in the indenture, that will be applicable with respect to the offered debt securities; and

	•	any other terms not inconsistent with the indenture. (Section 2.02.)

A ~~Debt Security~~debt security will not be valid until authenticated by the manual signature of the ~~Trustee~~trustee or an authenticating agent. Such signature will be conclusive evidence that the ~~Debt Security~~debt security has been authenticated under the ~~Indenture.~~indenture. (Section 2.03.) ~~The Company~~

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below-market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement will describe any special tax, accounting, or other considerations relevant to these securities.

We will maintain an office or agency in The City of New York where registered ~~Debt Securities~~debt securities may be presented for registration of transfer or exchange ~~("Registrar"~~(“registrar”). Unless otherwise provided in the prospectus supplement, a registered holder of debt securities will be able to transfer registered debt securities at the office of the registrar we name in the prospectus supplement. The registered holder may also exchange registered debt securities at the office of the registrar for an equal aggregate principal amount of registered debt securities of the series having the same maturity date, interest rate and ~~an office~~other terms as long as the debt securities are issued in authorized denominations. (Sections 2.05, 2.08 and 4.04.)

Neither we nor the trustee will impose a service charge for any transfer or ~~agency where the Debt Securities and coupons, if any,~~exchange of a debt security; however, a holder may be ~~presented for payment ("Paying Agent").~~required to pay any tax or governmental charge in connection with a transfer or exchange of a debt security.

For a discussion of certain restrictions on the registration, transfer and exchange of global securities, see “— Global ~~Securities, see "Global Securities".~~Securities.” If ~~the Company fails~~we fail to maintain a ~~Registrar or Paying Agent,~~registrar the ~~Trustee~~trustee will act as such. ~~(Sections 2.05 and 4.04.) CERTAIN DEFINITIONS~~We or any of our subsidiaries may act as registrar.

A summary of the definitions of certain terms used in the ~~Indenture~~indenture follows (reference should be made to Article 1I of the ~~Indenture~~indenture for complete definitions of the following and other terms): ~~"Additional Amounts"~~

“Additional Amounts” means any additional amounts which are required by a ~~Debt Security~~debt security or by or pursuant to a ~~Board Resolution,~~board resolution, under circumstances specified therein, to be paid by ~~the Company~~us in respect of certain taxes, assessments or other governmental charges imposed on certain ~~Holders~~holders of ~~Debt Securities. "After-Acquired Indebtedness"~~debt securities.

“After-Acquired Indebtedness” means (a) pre-existing indebtedness assumed by ~~the Company~~us or a Restricted Subsidiary as a result of the acquisition of the assets or stock of an entity other than a Subsidiary of ~~the Company and~~ours, (b) liens on property existing at the time of acquisition of said ~~property. "Indebtedness"~~property and (c) indebtedness of an Unrestricted Subsidiary which is outstanding at the time such Unrestricted Subsidiary becomes a Restricted Subsidiary subsequent to the date of the indenture.

“Consolidated” when used with respect to any other term, means such term as reflected in a consolidation of our and our Restricted Subsidiaries’ accounts in accordance with generally accepted accounting principles.

“Foreign Financing Subsidiary” means any subsidiary not organized under the laws of the United States of America, engaged in the business of lending to, or borrowing on behalf of, us or our Restricted Subsidiaries.

“Indebtedness” means indebtedness other than Subordinated Indebtedness of ~~the Company~~ours or ~~its~~any of our Restricted Subsidiaries for borrowed money or leasing obligations as reflected on the Consolidated balance sheet of ~~the Company~~our company and ~~its~~our Restricted Subsidiaries, and indebtedness of other parties guaranteed by ~~the Company~~us or ~~its~~our Restricted Subsidiaries. ~~"Leasing Indebtedness"~~

~~“Intercompany Indebtedness” means any Indebtedness owed directly between us and/or our Restricted Subsidiaries.~~

~~“Leasing Indebtedness” means the capitalized ~~indebtedness~~Indebtedness of any ~~lease~~leasing obligations on personal property. ~~"Net~~~~

“Net Tangible ~~Assets"~~Assets” means total assets as reflected on the Consolidated balance sheet of ~~the Company~~our company and ~~its~~our Restricted Subsidiaries, after deduction for minority interests, less: (a) goodwill and other intangibles, (b) amounts invested in, advanced to, or equity in Unrestricted Subsidiaries and (c) unamortized debt discount. ~~"Original~~

“Original Issue Discount Debt ~~Security"~~Security” means a ~~Debt Security~~debt security which provides that an amount less than the principal amount thereof shall become due and payable upon acceleration of the maturity or redemption thereof, or any ~~Debt Security~~debt security which for United States Federal income tax purposes would be considered an original issue discount debt security. ~~"Restricted Subsidiary"~~

“Real Property Indebtedness” means Indebtedness secured by real property acquired by us or any of our Restricted Subsidiaries after the date of the indenture, including both mortgage and lease financing.

~~“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary. ~~"Secured Indebtedness"~~~~

“Secured Indebtedness” means Indebtedness, other than Intercompany Indebtedness, secured by a lien on any property and any unsecured Indebtedness of any Restricted Subsidiary other than a Foreign Financing Subsidiary. 5 ~~7 "Unrestricted Subsidiary"~~

“Unrestricted Subsidiary” means (a) any Subsidiary (other than a Foreign Financing Subsidiary) substantially all of the property of which is located or substantially all of the business of which is conducted outside of the United States of America or its possessions ~~Canada or the United Kingdom~~ and (b) any other Subsidiary (including, if so designated, a Foreign Financing Subsidiary) so designated by ~~the Board~~our board of ~~Directors~~directors or ~~the Chief Executive Officer of the Company. CERTAIN COVENANTS OF THE COMPANY~~ our chief executive officer.

Unless otherwise provided in the ~~Prospectus Supplement, the Company~~prospectus supplement, we and ~~its~~our Restricted Subsidiaries will not incur any Secured Indebtedness unless ~~Debt Securities~~debt securities then outstanding are equally and ratably secured, with the following exceptions: (a) Secured Indebtedness existing at the date of the Indenture, (b) Indebtedness of a corporation in existence at the time it becomes a Restricted Subsidiary, (c) After-Acquired Indebtedness, (d) Intercompany Indebtedness secured in favor of the Company or any Restricted Subsidiary, (e) Indebtedness deemed Secured Indebtedness by virtue of certain liens or charges not yet due or payable without penalty or which are being contested and for which reserves have been set aside, (f) industrial revenue bond Indebtedness, (g) Real Property Indebtedness, (h) Leasing Indebtedness not to exceed 10% of Consolidated Net Tangible Assets and (i) additional Secured Indebtedness and Leasing Indebtedness not to exceed a total of 15% of Consolidated Net Tangible Assets. (Section 4.06.)


	•	Secured Indebtedness existing at the date of the indenture,

	•	Indebtedness of a corporation in existence at the time it becomes a Restricted Subsidiary,

	•	After-Acquired Indebtedness,

	•	Intercompany Indebtedness secured in favor of us or any Restricted Subsidiary,

	•	Indebtedness deemed Secured Indebtedness by virtue of certain liens or charges not yet due or payable without penalty or which are being contested and for which reserves have been set aside,

	•	industrial revenue bond Indebtedness,

	•	Real Property Indebtedness,

	•	Leasing Indebtedness not to exceed a total of 10% of Consolidated Net Tangible Assets; and

	•	all other Secured Indebtedness (in addition to that otherwise permitted above) not to exceed a total of 20% of Consolidated Net Tangible Assets. (Section 4.06.)

We shall not consolidate with or merge into, or transfer all or substantially all of ~~its~~our assets to, another entity unless such entity ~~is a corporation that~~ assumes all the obligations under the ~~Debt Securities~~debt securities and the ~~Indenture~~indenture and certain other conditions are met (whereupon all ~~such~~our obligations ofunder the ~~Company~~indenture shall terminate). (Section 5.01.) ~~EVENTS OF DEFAULT AND REMEDIES~~

Unless otherwise provided in the ~~Prospectus Supplement,~~prospectus supplement, the ~~Events~~events of ~~Default~~default with respect to the ~~Debt Securities~~debt securities of any ~~Series~~series are: (a) default for 30 days in the payment of interest thereon, (b) default in the payment of principal thereof, (c) default in performance of any other agreement of the Company with respect thereto which continues for 90 days after written notice, and (d)


	•	default for 30 days in the payment of interest thereon,

	•	default in the payment of principal thereof,

	•	default in performance by us of any other agreement with respect thereto which continues for 60 days after written notice, and

	•	certain events of bankruptcy, insolvency or reorganization. (Section 6.01.)

If an ~~Event~~event of ~~Default~~default is continuing with respect to the ~~Debt Securities~~debt securities of any ~~Series,~~series, the ~~Trustee~~trustee or the ~~Holders~~holders of 25% in aggregate principal amount of the ~~Debt Securities~~debt securities of that ~~Series,~~series then outstanding, by notice in writing to ~~the Company~~us and the ~~Trustee,~~trustee, may accelerate the principal of such ~~Debt Securities,~~debt securities, but the ~~Holders~~holders of a majority in aggregate principal amount of such ~~Debt Securities~~debt securities then outstanding may rescind such acceleration if all existing ~~Events~~events of ~~Default~~default have been cured. (Section 6.02.)

Holders of ~~Debt Securities~~debt securities may not enforce the ~~Indenture~~indenture except in the case of the failure of the ~~Trustee,~~trustee, for 60 days, to act after notice of an ~~Event~~event of ~~Default~~default and a request to enforce the ~~Indenture~~indenture by the ~~Holders~~holders of 25% in aggregate principal amount of the ~~Series~~series of ~~Debt Securities~~debt securities affected thereby and an offer of indemnity satisfactory to the ~~Trustee.~~trustee. (Section 6.06.) This provision will not prevent any ~~Holder~~holder of a ~~Debt Security~~debt security from enforcing payment of the principal of and interest on such ~~Debt Security~~debt security at the respective due dates thereof. (Section 6.07.) The ~~Holders~~holders of a majority in aggregate principal amount of the ~~Debt Securities~~debt securities of any series then outstanding may direct the manner of conducting any proceedings for any remedy or trust power available to the ~~Trustee.~~trustee. The ~~Trustee,~~trustee, however, may refuse to follow any direction that conflicts with law or the ~~Indenture,~~indenture, is unduly prejudicial to ~~Holders~~holders of other ~~Debt Securities~~debt securities or would involve the ~~Trustee~~trustee in personal liability. (Section 6.05.)

Holders of a majority in aggregate principal amount of any ~~Series~~series of ~~Debt Securities~~debt securities then outstanding may waive on behalf of all holders of debt securities of that series any ~~Default~~default with respect to that ~~Series~~series except a ~~Default~~default in the payment of the principal or ~~interest.~~interest on such debt securities. (Section 6.04.)

The ~~Company~~indenture provides that the trustee may withhold notice to the holders of any series of debt securities issued of any default if the trustee considers it in the interest of such holder to do so, provided the trustee may

~~not withhold notice of default in the payment of principal of or interest on any of the debt securities of such series.~~

We will furnish an annual ~~Officers' Certificate~~officers’ certificate to the ~~Trustee~~trustee as to ~~knowledge of any Default under~~our compliance with all conditions and covenants set forth in the ~~Indenture.~~indenture. (Section 4.03.) 6 ~~8 SATISFACTION AND DISCHARGE~~

Unless otherwise provided in the ~~Prospectus Supplement, the Company~~prospectus supplement, we may terminate certain of ~~its~~our obligations under the ~~Indenture,~~indenture, including ~~its~~our obligation to comply with the covenants described above, with respect to ~~the Debt Securities~~any series of ~~any Series~~debt securities which does not provide for the payment of any Additional Amounts, on the terms and subject to the conditions contained in the ~~Indenture,~~indenture, by irrevocably depositing in trust with the ~~Trustee,~~trustee money or U.S. ~~Government Obligations~~government obligations sufficient to pay principal and interest on such ~~Debt Securities~~debt securities to maturity. Such deposit and termination is conditioned upon ~~the Company's~~our delivery of an opinion of independent tax counsel that the ~~Holders~~holders of such ~~Debt Securities~~debt securities will have no Federal income tax consequences as a result of such deposit and termination. Such termination will not relieve the Company of its obligation to pay when due the principal of or interest on the Debt Securities if the Debt Securities are not paid from the money or U.S. Government Obligations held by the Trustee for the payment thereof. (Section 8.01.) ~~MODIFICATION AND WAIVER The Company~~

We and the ~~Trustee,~~trustee, with the consent of the ~~Holders~~holders of ~~66 2/3%~~a majority in aggregate principal amount of the ~~Debt Securities~~then outstanding debt securities affected, may execute supplemental indentures amending the ~~Indenture~~indenture or such ~~Debt Securities,~~debt securities, except that no such amendment may, without the consent of the ~~Holders~~holders of the affected ~~Debt Securities,~~debt securities, among other things, change the maturity or reduce the principal amount thereof, change the rate or the time of payment of interest thereon, change any obligation ~~of the Company~~on our part to pay Additional Amounts relating to a particular ~~Debt Security~~debt security or reduce the amount of principal of an Original Issue Discount Debt Security that would be due and payable upon a declaration of acceleration of the maturity thereof. (Sections 9.02 and 9.03.) ~~The Company~~

We and the ~~Trustee~~trustee may also, without the consent of any ~~Holders~~holders of ~~Debt Securities,~~debt securities, enter into supplemental indentures for the purposes of, among other things, of curing ambiguities and inconsistencies, addressing changes in generally accepted accounting principles and making changes that do not adversely affect the rights of any ~~Holders~~holders of ~~Debt Securities.~~debt securities. (Section 9.01.) ~~PAYMENT AND PAYING AGENTS~~

We will maintain an office or agency where the debt securities may be presented for payment (“paying agent”). Unless otherwise provided in the ~~Prospectus Supplement,~~prospectus supplement, payment of principal of, premium, if any, and interest, if any, on ~~Registered Securities~~registered securities will be made in U.S. dollars at the office of such ~~Paying Agent~~paying agent or ~~Paying Agents~~paying agents as ~~the Company~~we may designate from time to time, except that at ~~the~~our option ~~of the Company~~ payment of any interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the security register maintained by the ~~Registrar.~~registrar. Unless otherwise provided in the ~~Prospectus Supplement,~~prospectus supplement, payment of any installment of interest on ~~Registered Securities~~registered securities will be made to the person in whose name such ~~Registered Security~~registered security is registered at the close of business on the regular record date for such interest. (Section 4.01.)

Unless otherwise provided in the ~~Prospectus Supplement, payment of principal of, premium, if any, and interest, if any, on Bearer Securities will be payable in U.S. dollars, subject to any applicable laws and regulations, at~~prospectus supplement, the offices of such Paying Agents outside the United States as the Company may designate from time to time and payment of interest on Bearer Securities with coupons appertaining thereto on any Interest Payment Date will be made only against surrender of the coupon relating to such Interest Payment Date. No payment of interest on a Bearer Security will be made unless on the earlier of the date of the first such payment by the Company or the delivery by the Company of the Bearer Security in definitive form, a written certificate in the form required by the Indenture is provided to the Trustee stating that on such date the Bearer Security is not owned by a United States person or, if a beneficial interest in such Bearer Security is owned by a United States person, that such United States person (i) is a foreign branch of a United States financial institution, (ii) acquired and holds the Bearer Security through the foreign branch of a United States financial institution (and, in either case (i) or (ii), such financial institution agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or (iii) is a financial institution purchasing for resale during the restricted period (as defined under "Global Securities -- Bearer Securities") only to non-United States persons outside the United States. As used herein, "United States" means the United States of America 7 9 (including the states and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction. No payment with respect to any Bearer Security will be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States. Notwithstanding the foregoing, payments of principal of, premium, if any, and interest, if any, on Bearer Securities denominated and payable in U.S. dollars will be made at thecorporate trust office of the Company's Paying Agent in The City of New York, if (but only if) payment of the full amount thereof at all offices or agencies outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions. (Section 4.04.) Unless otherwise provided in the Prospectus Supplement, the Corporate Trust Office of the Trusteetrustee in The City of New York will be designated as ~~the Company's~~our sole ~~Paying Agent~~paying agent for payments with respect to ~~Offered Debt Securities~~offered debt securities that are issuable solely as Registered Securities and as the Company's Paying Agent in The City of New York for payments with respect to Offered Debt Securities (subject to the limitations described above in the case of Bearer Securities) that are issuable solely as Bearer Securities or as both Registered Securities and Bearer Securities.registered securities. Any ~~Paying Agents~~paying agents outside the United States and any other ~~Paying Agents~~paying agents in the United States initially designated by ~~the Company~~us for the ~~Offered Debt Securities~~offered debt securities will be named in the ~~Prospectus Supplement. The Company~~prospectus supplement. We may at any time designate additional ~~Paying Agents~~paying agents or rescind the designation of any ~~Paying Agent~~paying agent or approve a change in the office through which any ~~Paying Agent~~paying agent acts, except that, if ~~Debt Securities~~debt securities of a ~~Series~~series are issuable solely as ~~Registered Securities, the Company~~registered securities, we will be required to maintain a ~~Paying Agent~~paying agent in each place of payment for such ~~Series and, if Debt~~series. (Section 4.04.) If we fail to maintain a paying agent the trustee will act as such. We or any of our subsidiaries may act as paying agent.

The debt securities of a Series are issuable as Bearer Securities, the Company will be required to maintain (i) a Paying Agent in The City of New York for payments with respect to any Registered Securities of the Series (and for payments with respect to Bearer Securities of the Series in the circumstances described above, but not otherwise) and (ii) a Paying Agent in a place of payment located outside the United States where Debt Securities of such Series and any coupons appertaining thereto may be presented and surrendered for payment; provided, that if the Debt Securities of such Series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, for the Debt Securities of such Series. (Section 4.04.) GLOBAL SECURITIES The Debt Securities of a Seriesseries may be issued in whole or in part in the form of one or more ~~Global Securities~~global securities that will be deposited with, or on behalf of, a depositary (a ~~"Depositary"~~��depositary”) identified in the ~~Prospectus Supplement~~prospectus supplement relating to such ~~Series.~~series. Global ~~Securities~~securities may be issued in ~~either~~ registered, ~~or bearer form,~~ and in either temporary or definitive form. Unless and until it is exchanged in whole for ~~Debt Securities~~debt securities in definitive form, a ~~Global Security~~global security may not be transferred except as a whole by the ~~U.S. Depositary~~depositary for such ~~Global Security~~global security to a nominee of such ~~Depositary~~depositary or by a nominee of such ~~Depositary~~depositary to such ~~Depositary~~depositary or another nominee of such ~~Depositary~~depositary or by such ~~Depositary~~depositary or any such nominee to a successor of such ~~Depositary~~depositary or a nominee of such successor. (Section 2.16.)

The specific terms of any depositary arrangement with respect to the ~~Offered Debt Securities~~offered debt securities will be described in the ~~Prospectus Supplement~~prospectus supplement relating thereto. Unless otherwise specified in the ~~Company anticipates~~prospectus supplement, we anticipate that the following provision will apply to all depositary arrangements.

Unless otherwise specified in the ~~Prospectus Supplement, Registered Securities which~~prospectus supplement, registered securities that are to be represented by a ~~Global Security~~global security to be deposited with or on behalf of a ~~Depositary~~depositary will be represented by a ~~Global Security~~global security registered in the name of such ~~Depositary~~depositary or its nominee. (Section 2.16.) Upon the issuance of a ~~Global Security~~global security in registered form, the ~~Depositary~~depositary for such ~~Global Security~~global security will credit, on its book-entry registration and transfer system, the respective principal amounts of the ~~Debt Securities~~debt securities represented by such ~~Global Security~~global security to the accounts of institutions that have accounts with such ~~Depositary~~depositary or its nominee ~~("participants"~~(“participants”). The accounts to be credited shall be designated by the underwriters or selling agents for such ~~Debt Securities,~~debt securities, or by ~~the Company~~us if such ~~Debt Securities~~debt securities are offered and sold directly by ~~the Company.~~us. Ownership of beneficial interests in such ~~Global Securities~~global securities will be limited to participants or persons that may 8 10 hold interests through participants. Ownership of beneficial interests in such ~~Global Securities~~global securities will be shown on, and the transfer of that ownership will be effected only through, records maintained by the ~~Depositary~~depositary or its nominee for such ~~Global Security~~global security or by participants or persons that hold through participants. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a ~~Global Security.~~global security.

So long as the ~~Depositary~~depositary for a ~~Global Security~~global security in registered form, or its nominee, is the registered owner of such ~~Global Security,~~global security, such ~~Depositary~~depositary or such nominee, as the case may be, will be considered the sole owner or ~~Holder~~holder of the ~~Debt Securities~~debt securities represented by such ~~Global Security~~global security for all purposes under the ~~Indenture~~indenture governing such ~~Debt Securities.~~debt securities. Except as set forth below, owners of beneficial interests in such ~~Global Securities~~global securities will not be entitled to have ~~Debt Securities~~debt securities of the ~~Series~~series represented by such ~~Global Security~~global security registered in their names, will not receive or be entitled to receive physical delivery of ~~Debt Securities~~debt securities of such ~~Series~~series in definitive form and will not be considered the owners or ~~Holders~~holders thereof under the ~~Indenture.~~indenture.

Payment of principal of, premium, if any, and interest, if any, on ~~Debt Securities~~debt securities registered in the name of or held by a ~~Depositary~~depositary or its nominee will be made to the ~~Depositary~~depositary or its nominee, as the case may be, as the registered owner or the ~~Holder~~holder of the ~~Global Security~~global security representing such ~~Debt Securities.~~debt securities. None of us, the ~~Company, the Trustee,~~trustee, any ~~Paying Agent~~paying agent or the ~~Registrar~~registrar for such ~~Debt Securities~~debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a ~~Global Security~~global security for such ~~Debt Securities~~debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (Section 2.15.) ~~The Company expects~~

We expect that the ~~Depositary~~depositary for ~~Debt Securities~~debt securities of a ~~Series,~~series, upon receipt of any payment of principal of, premium, if any, or interest, if any, on permanent ~~Global Securities,~~global securities, will immediately credit ~~participants'~~participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such ~~Global Securities~~global securities as shown on the records of such ~~Depositary. The Company~~depositary. We also ~~expects~~expect that payments by participants to owners of beneficial interests in such ~~Global Security~~global security held through such participants will be governed by standing instructions and customary ~~practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants.~~practices.

If a ~~Depositary~~depositary for ~~Registered Securities~~registered securities is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by ~~the Company~~us within 90 days, ~~the Company~~we will issue individual certificates for the ~~Registered Securities~~registered securities in definitive form in exchange for the ~~Global Security~~global security or ~~Securities~~securities representing such ~~Registered Securities.~~registered securities. In addition, ~~the Company~~we may at any time and in ~~its~~our sole discretion determine not to have any ~~Registered Securities~~

registered securities represented by one or more ~~Global Securities~~global securities and, in such event, will issue individual certificates for the ~~Registered Securities~~registered securities in definitive form in exchange for the ~~Global Security~~global security or ~~Securities~~securities representing such ~~Registered Securities.~~registered securities. In any such instance, an owner of a beneficial interest in a ~~Global Security~~global security will be entitled to physical delivery in definitive form of individual certificates for the ~~Registered Securities~~registered securities of the ~~Series~~series represented by such ~~Global Security~~global security equal in principal amount to such beneficial interest and to have such individual certificates registered in the name of the owner of such beneficial interest. (Section 2.16.) ~~Bearer Securities. If so specified in the Prospectus Supplement, all or any portion~~

We are issuable as Bearer Securities initially will be represented by one or more temporary Global Securities, without interest coupons, to be deposited with a Common Depositary in London for Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euro-clear System ("Euro-clear") and Centrale de Livraison de Valeurs Mobilieres, S.A. ("CEDEL") for credit to the respective accounts of the beneficial owners of such Debt Securities (or to such other accounts as they may direct). On and after the exchange date determined as provided in any such temporary Global Security and described in the Prospectus Supplement, each such temporary Global Security will be exchangeable for definitive Global Securities without interest coupons, as specified in the Prospectus Supplement, upon written certification (as described under "Payment and Paying 9 11 Agents") of non-United States beneficial ownership. Thereafter, the beneficial owner of a Debt Security represented by a definitive Global Security may at any time upon 30 days notice to the Trustee given through Euro-clear or CEDEL, exchange its interest for definitive Bearer Securities or Bearer Securities with coupons, if any. No Bearer Security delivered in exchange for a portion of a temporary Global Security shall be mailed or otherwise delivered to any location in the United States in connection with such exchange. (Section 2.04.) Unless otherwise provided in the Prospectus Supplement, interest in respect of any portion of a temporary Global Security payable in respect of an Interest Payment Date occurring prior to the issuance of definitive Debt Securities will be paid to each of Euro-clear and CEDEL with respect to the portion of the temporary Global Security held for its account upon delivery to the Trustee of a certificate of non-United States beneficial ownership signed by Euro-clear or CEDEL, as the case may be, in the form required by the Indenture and dated no earlier than such Interest Payment Date. (Section 4.01.) ABSENCE OF CERTAIN COVENANTS The Company is not restricted by the ~~Indenture~~indenture from paying dividends or from incurring, assuming or becoming liable for any type of debt or other obligation or creating liens on ~~its~~our property, except as set forth under ~~"Limitation~~“— Certain Covenants-Limitation on Secured Indebtedness."” The ~~Indenture~~indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. The ~~Indenture~~indenture contains no provisions which afford ~~Holders~~holders of the ~~Debt Securities~~debt securities protection in the event of a highly leveraged transaction involving ~~the Company. TITLE Title to any Bearer Securities and any coupons appertaining thereto will pass by delivery. The Company,~~our company.

J.P. Morgan Trust Company, or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon and the registered owner of any Registered Security (including Registered Securities in global registered form) as the absolute owner thereof (whether or not such Debt Security or coupon shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other purposes. REGARDING THE TRUSTEE The Chase Manhattan Bank (National Association)National Association is the ~~Trustee~~trustee under the ~~Indenture. The Chase Manhattan Bank (National Association)~~indenture. J.P. Morgan Trust Company, National Association and its affiliates also ~~acts~~act as depositary for funds of, makes loans to, acts as trustee and performs certain other services for, ~~the Company~~us and certain of ~~its~~our subsidiaries and affiliates in the normal course of ~~its~~our business. M. Anthony Burns, Chairman of the Board, President, Chief Executive Officer and a director of the Company and David T. Kearns, a director of the Company, presently also serve as directors of The Chase Manhattan Corporation, the parent company of the Trustee. NOTICES

Notices to ~~Holders~~holders of registered ~~Debt Securities~~debt securities will be mailed by first class mail to the address on the register kept by the ~~Registrar. Notices~~registrar. (Section 10.02.)

The following is a description of the general terms and provisions that may apply to ~~Holders~~our preferred stock. The particular terms of ~~Bearer Securities~~any series of preferred stock offered hereby will be ~~given~~described in the prospectus supplement relating to that series of preferred stock which may add, update or change the terms described in this prospectus. To review the terms of any preferred stock offered by ~~publication at least twice in a daily newspaper in London~~this prospectus, you must review both this prospectus and ~~if any~~the relevant prospectus supplement.

All the terms of the ~~Bearer Securities~~preferred stock are, ~~listed on~~or will be, contained in our restated articles of incorporation, the articles of amendment relating to each series of the preferred stock and our bylaws, which are, or will be, filed with the Commission at the time we issue a series of the preferred stock. The following summary is qualified in its entirety by reference to our restated articles of incorporation, the relevant articles of amendment and our bylaws. Reference is also made to the Florida Business Corporation Act, or FBCA.

Our restated articles of incorporation authorize us to issue up to 3,800,917 shares of preferred stock, no par value per share. Subject to limitations prescribed by law, our board of directors is authorized at any time, without shareholder action, to:


	•	issue one or more series of preferred stock;

	•	determine the designation for any series by number, letter or title that shall distinguish the series from any other series of preferred stock; and

	•	determine the number of shares in any series.

Our board of directors has designated 900,000 shares of preferred stock ~~exchange, in such other publication~~ as ~~might be required by such exchange. (Section 10.02.) PLAN OF DISTRIBUTION GENERAL The Company may sell the Debt Securities to or through underwriters~~Series C Cumulative Preferred Stock, and ~~also may sell the Debt Securities directly to other purchasers or through agents or dealers. Only underwriters named in a Prospectus Supplement are deemed to be underwriters~~has reserved these shares for issuance in connection with the ~~Debt Securities offered thereby. 10~~ ~~12 The distribution~~preferred share purchase rights described under “Description of Common Stock–Preferred Share Purchase Rights”. As of the ~~Debt Securities~~date of this prospectus, no shares of preferred stock were issued and outstanding.

Our board of directors is authorized to determine, for each series of preferred stock, and the prospectus supplement relating to such series of preferred stock will set forth, the following information:


	•	whether dividends on that series of preferred stock will be cumulative and, if so, from which date;

	•	the dividend rate;

	•	the dividend payment date or dates;

	•	the liquidation preference per share of that series of preferred stock, if any;

	•	any conversion provisions applicable to that series of preferred stock;

	•	any redemption or sinking fund provisions applicable to that series of preferred stock;

	•	the voting rights of that series of preferred stock, if any; and

	•	the terms of any other preferences or special rights applicable to that series of preferred stock.

~~The shares of preferred stock of any series will have the rank set forth in the relevant articles of amendment and described in the prospectus supplement relating to such series of preferred stock.~~

The articles of amendment setting forth the terms of a series of preferred stock may provide that holders of that series are entitled to receive dividends, when, as and if authorized by our board of directors out of funds legally available for dividends. The rates and dates of payment of dividends and any other terms applicable to the dividends will be set forth in the relevant articles of amendment and described in the prospectus supplement relating to such series of preferred stock.

~~Payment of dividends on any series of preferred stock may be ~~effected~~restricted by loan agreements, indentures and other transactions we may enter into.~~

The articles of amendment setting forth the terms of a series of preferred stock may provide that, and the prospectus supplement relating to such series of preferred stock, may describe the terms, if any, on which, shares of that series are convertible into, or exchangeable for, shares of our common stock or other securities or property.

If so specified in the articles of amendment setting forth the terms of a series of preferred stock, a series of preferred stock may be redeemable at our or the holder’s option and/or may be mandatorily redeemed partially or in whole. Any redemption rights granted in the articles of amendment for a series of preferred stock offered hereby will be described in the relevant prospectus supplement.

Shares of preferred stock that we redeem or otherwise reacquire will resume the status of authorized and unissued shares of preferred stock undesignated as to series, and will be available for subsequent issuance.

In the event our company voluntarily or involuntarily liquidates, dissolves or winds up, the holders of each series of preferred stock may be entitled to receive a liquidation preference. The terms and conditions of any liquidation preference granted to the holders of a series of preferred stock will be set forth in the articles of amendment relating to such series and will be described in the relevant prospectus supplement.

The holders of preferred stock will not have any voting rights, except as required by the FBCA or as provided in the articles of amendment relating to a particular series of preferred stock and the relevant prospectus supplement.

The articles of amendment setting forth the terms of a series of preferred stock may provide that the holders of that series of preferred stock are entitled to preemptive, sinking fund or other rights. The prospectus supplement relating to such series of preferred stock will contain a description of any such rights. The rights, preferences and privileges of holders of a series of preferred stock could be subject to, and may be adversely affected by, the rights of the holders of shares of any other series of preferred stock, if any, which may be issued in the future.

~~We will designate the transfer agent for each series of preferred stock in the prospectus supplement.~~

If we elect to offer fractional shares of preferred stock, rather than full shares of preferred stock, we will issue receipts for depositary shares, and each of these depositary shares will represent a fraction of a share of a particular series of preferred stock. Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. Those rights include dividend, voting, redemption and liquidation rights.

The shares of preferred stock underlying the depositary shares will be deposited with a depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts evidencing the depositary shares. The depositary will be a bank or trust company selected by us. The depositary will also act as the transfer agent, registrar and dividend disbursing agent for the depositary shares.

~~Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.~~

The following is a summary of the most important terms of the depositary shares. The particular terms of any depositary shares offered hereby will be described in the prospectus supplement relating to the depositary shares which may add, update or change the terms described in this prospectus. To review the terms of any depositary shares offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

All the terms of the depositary shares are, or will be, contained in the deposit agreement, our restated articles of incorporation and the articles of amendment for the applicable series of preferred stock that are, or will be, filed with the Commission. The following summary is qualified in its entirety by reference to the deposit agreement, our restated articles of incorporation and the articles of amendment for the applicable series of preferred stock.

The depositary will distribute all cash dividends or other cash distributions received relating to the series of preferred stock underlying the depositary shares, to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date. The record date for the depositary shares will be the same date as the record date for the preferred stock.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution. However, if the depositary determines that it is not feasible to make the distribution, the depositary may, with our approval, adopt another method for the distribution. The method may include selling the property and distributing the net proceeds to the holders.

In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each depositary share will be entitled to receive the fraction of the liquidation preference, if any, accorded each share of the applicable series of preferred stock, as set forth in the relevant prospectus supplement for the depositary shares.

If a series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the redemption price payable per share for the applicable series of preferred stock. If

~~fewer than all the depositary shares are redeemed, the depositary shares will be selected by lot or ratably as the depositary will decide.~~

Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts representing the preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of preferred stock underlying that holder’s depositary shares. The record date for the depositary shares will be the same date as the record date for the preferred stock. The depositary will try, as far as practicable, to vote the preferred stock underlying the depositary shares in a manner consistent with the instructions of the holders of the depositary receipts. We will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.

Owners of depositary shares are entitled, upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due the depositary, to receive the number of whole shares of preferred stock underlying the depositary shares. Partial shares of preferred stock will not be issued. These holders of preferred stock will not be entitled to deposit the shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended at any time and from time to time by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares, other than any change in fees, will not be effective unless the amendment has been approved by at least a majority of the depositary shares then outstanding. The deposit agreement automatically terminates if:


	•	all outstanding depositary shares have been redeemed; or

	•	there has been a final distribution relating to the preferred stock in connection with our dissolution, and that distribution has been made to all the holders of depositary shares.

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and the initial issuance of the depositary shares, any redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other charges as provided in the deposit agreement. In certain circumstances, the depositary may refuse to transfer depositary shares, withhold dividends and distributions, and sell the depositary shares evidenced by the depositary receipt, if the charges are not paid.

The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at other places as it thinks is advisable, any reports and communications we deliver to the depositary as the holder of preferred stock.

Neither we nor the depositary will be liable if either we or the depositary is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our and their duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, on information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper persons.

The depositary may resign at any time by delivering thirty (30) days prior written notice to us of its election to do so. We may also remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The provisions of the depositary agreement relating to the appointment of a successor depositary will be described in the prospectus supplement relating to the depositary shares.

Owners of the depositary shares will be treated for Federal income tax purposes as if they were owners of the preferred stock underlying the depositary shares. Accordingly, the owners will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:


	•	no gain or loss will be recognized for Federal income tax purposes upon the withdrawal of preferred stock in exchange for depositary shares;

	•	the tax basis of each share of preferred stock to an exchanging owner of depositary shares will, upon the exchange, be the same as the aggregate tax basis of the depositary shares exchanged; and

	•	the holding period for preferred stock in the hands of an exchanging owner of depositary shares will include the period during which the person owned the depositary shares.

~~The following description of our common stock is qualified in its entirety by reference to our restated articles of incorporation and bylaws. Reference is also made to the FBCA.~~

As of the date of this prospectus, we were authorized to issue up to 400,000,000 shares of common stock, $0.50 par value per share. As of July 31, 2003, 63,440,757 shares of our common stock were issued and outstanding. Our common stock is listed on the New York Stock Exchange, under the symbol “R.”

Each share of common stock is entitled to participate equally with respect to dividends declared on the common stock out of funds legally available for the payment thereof. Our restated articles of incorporation do not limit the dividends that can be paid on the common stock.

~~After satisfaction of creditors and payments due to the holders of preferred stock, if any, the holders of common stock are entitled to share ratably in the distribution of all remaining assets.~~

In general, the holders of our common stock are entitled to one vote per share for the election of directors and for other corporate purposes. Our restated articles of incorporation and/or bylaws also:


	•	permit shareholders to remove a director with or without cause only by the affirmative vote of 75% of the voting power of the outstanding shares of voting, voting as a class;

	•	provide that a vacancy on our board of directors may be filled only by a majority of remaining directors;

	•	permit shareholders to take action only at an annual meeting, or a special meeting duly called by certain officers, our board of directors or the holders of not less than 10% of the voting power of the outstanding shares of voting stock entitled to vote on the matter;

	•	require the affirmative vote of 75% of the voting power of the outstanding shares of voting stock, voting as a class, to approve business combinations with an interested shareholder, as defined below, or its affiliates, unless approved by a majority of the disinterested directors, as defined below, or, in some cases, if specified minimum price and procedural requirements are met; and

	•	require the affirmative vote of 75% of the voting power of the outstanding shares of voting stock to amend specified provisions of our restated articles of incorporation and bylaws, including the provisions discussed here.

These provisions may have a significant effect on the ability of holders of our voting stock to change the composition of an incumbent board of directors or to benefit from some transactions that are opposed by an incumbent board of directors.

The term “interested shareholder” is defined in our restated articles of incorporation to include (i) a shareholder who beneficially owns 20% or more of the voting power of the outstanding shares of our voting stock, (ii) an affiliate of our company who during the preceding two years beneficially owned 20% or more of the voting power of the outstanding shares of our common stock or (iii) a successor to any person referred to in sections (i) and (ii). The term “disinterested director” is defined in our restated articles of incorporation to include any director who is not an affiliate of an interested shareholder and who was a director at the time the interested shareholder became an interested shareholder. The above provisions dealing with “business combinations” between us and an interested shareholder may discriminate against a shareholder who becomes an interested shareholder by reason of the beneficial ownership of 20% or more in voting power of our of common or other voting stock.

~~The term “business combination” is defined in our restated articles of incorporation to include:~~


	•	any merger or consolidation of our company or any direct or indirect majority owned subsidiary with an interested shareholder or any other corporation which is, or after such merger or consolidation would be, an affiliate of an interested shareholder;

	•	any sale, lease, exchange, mortgage, pledge, transfer or other disposition in one transaction or a series of transactions to or with any interested shareholder or any affiliate of an interested shareholder of our assets or any direct or indirect majority owned subsidiary having an aggregate fair market value of $100,000,000 or more;

	•	the issuance or transfer by us or any direct or indirect majority owned subsidiary in one transaction or a series of transactions of any of our securities or any subsidiary to any interested shareholder or any affiliate of any interested shareholder in exchange for cash, securities or other property, or a combination thereof, having an aggregate fair market value of $100,000,000 or more;

	•	the adoption of any plan or proposal for our liquidation or dissolution proposed by or on behalf of an interested shareholder or an affiliate of an interested shareholder; or

	•	any reclassification of securities, including any reverse stock split, or recapitalization, or any merger or consolidation of us with any of our direct or indirect majority owned subsidiaries or any other transaction which has the direct or indirect effect of increasing the proportionate share of the outstanding shares of any class of our equity or convertible securities or any direct or indirect wholly owned subsidiary which is directly or indirectly owned by any interested shareholder or any affiliate of any interested shareholder.

The holders of our common stock do not have cumulative voting rights, and therefore the holders of more than 50% of a quorum of the outstanding shares of common stock can elect all of our directors. Unless otherwise provided in our restated articles of incorporation or bylaws or in accordance with applicable law, the affirmative vote of a majority of the total number of shares represented at a meeting and entitled to vote is required for shareholder action on a matter. Voting rights for the election of directors or otherwise, if any, for any series of preferred stock, will be established by the board of directors when such series is designated.

Our bylaws provide that our board of directors shall be divided into three classes each consisting of an equal, or as nearly equal as possible, number of directors. Each class will be elected for a three-year term, and the term of each class will expire in succeeding years. It will, therefore, require elections in three consecutive years to reelect or replace our entire board of directors.

Holders of our common stock are not entitled to preemptive, redemption, subscription or conversion rights. The rights, preferences and privileges of holders of common stock could be subject to, and may be adversely affected by, the rights of the holders of shares of any preferred stock, if any, which may be issued in the future.

We are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an “interested shareholder” without the approval of the holders of two-thirds of the voting shares of such corporation (excluding shares held by the interested shareholder) unless:


	•	the transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;

	•	the interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;


	•	the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or

	•	the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.

~~An “interested shareholder” is defined as a person who together with affiliates and associates beneficially owns more than 10% of a corporation’s outstanding voting shares.~~

In addition, we are subject to Section 607.0902 of the FBCA which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a “control share acquisition” unless the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the “control share acquisition.” A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

~~These statutory provisions may prevent takeover attempts that might result in a premium over the market price for our common stock.~~

Under Section 607.0831 of the FBCA, a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision or failure to act unless the director breached or failed to perform his duties as a director and the director’s breach of, or failure to perform, those duties constitutes:


	•	a violation of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

	•	a transaction from which the director derived an improper personal benefit, either directly or indirectly;

	•	an unlawful distribution;

	•	in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation or willful misconduct; or

	•	in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property.

A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him in his capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the FBCA.

~~Our restated articles of incorporation and bylaws provide that we shall, to the fullest extent permitted by applicable law, indemnify any present or former director, officer, employee or agent.~~

In March 1996, we implemented a rights agreement and declared a dividend of one preferred share purchase right, or right, for each share of our common stock outstanding. The rights contain provisions to protect shareholders in the event of an unsolicited attempt to acquire us that is not believed by our board of directors to be in the best interest of our shareholders. The rights, evidenced by common stock certificates, are subject to anti-dilution provisions and are not exercisable, transferable or exchangeable apart from the common stock until the earlier of (i) ten days after a person, or group of affiliated or associated persons, acquires beneficial ownership of 10% or more of our outstanding common stock or, (ii) ten business days after a person makes a tender offer for 10% or more of our outstanding common stock. The rights entitle the holder,

except the acquiring person, to purchase at the initial exercise price of $100, as adjusted by anti-dilution provisions, a number of shares of common stock having a market value of two times the exercise price as adjusted, initially $200. In lieu of shares of our common stock, the rights holders can purchase 1/100 of a share of Series C Preferred Stock for each right. The Series C Preferred Stock would be entitled to quarterly dividends equal to the greater of $10 per share or 100 times the common stock dividend per share and would have 100 votes per share, voting together with the common stock. By action of our board of directors after a person or a group of affiliated or associated persons become the beneficial owner of 10% or more of our outstanding common stock but before a person or a group of affiliated or associated persons become the beneficial owner of 50% or more of the shares of our outstanding common stock, the rights may also be exchanged in whole or in part, at an exchange ratio of one share of common stock per right. The rights have no voting rights and are redeemable, at our option, at a price of $0.01 per right prior to the acquisition by a person or a group of persons affiliated or association persons of beneficial ownership of 10% or more of our common stock. For a more detailed description of our preferred share purchase rights see our registration statement on Form 8-A dated April 3, 1996 (Registration No. 001-04364) which is hereby incorporated by reference into this prospectus and the Rights Agreement, dated as of March 8, 1996, between us and Boston Equiserve, L.P. as filed with the Commission.

Our board of directors has adopted a policy that requires the board’s Committee on Directors and Public Responsibility, a committee comprised entirely of independent directors, to review and evaluate the shareholder rights plan every three years to ensure that the plan continues to serve our best interests and those of our shareholders.

~~The transfer agent and registrar for our common stock is Equiserve Trust Company, N.A.~~

We may issue stock purchase contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of our common stock at a future date or dates. The stock purchase contracts may be issued separately or as part of stock purchase units consisting of a stock purchase contract and an underlying debt or preferred security covered by this prospectus, U.S. Treasury security or other U.S. government or agency obligation. The holder of the unit may be required to pledge the debt, preferred security, U.S. Treasury security or other U.S. government or agency obligation to secure its obligations under the stock purchase contract.

The prospectus supplement will specify the material terms of the stock purchase contracts, the stock purchase units and any applicable pledge or depository arrangements, including one or more ~~transactions at a fixed~~of the following:


	•	the stated amount that a holder will be obligated to pay under the stock purchase contract in order to purchase our common stock.

	•	the settlement date or dates on which the holder will be obligated to purchase shares of our common stock. The prospectus supplement will specify whether the occurrence of any events may cause the settlement date to occur on an earlier date and the terms on which any early settlement would occur.

	•	the events, if any, that will cause our obligations and the obligations of the holder under the stock purchase contract to terminate.

	•	the settlement rate, which is a number that, when multiplied by the stated amount of a stock purchase contract, determines the number of shares of our common stock that we will be obligated to sell and a holder will be obligated to purchase under that stock purchase contract upon payment of the stated amount of that stock purchase contract. The settlement rate may be determined by the application of a formula specified in the prospectus supplement. If a formula is specified, it may be based on the market price of our common stock over a specified period or it may be based on some other reference statistic.

	•	whether the stock purchase contracts will be issued separately or as part of stock purchase units consisting of a stock purchase contract and an underlying debt or preferred security with an aggregate principal amount or liquidation amount equal to the stated amount.

	•	the type of underlying security, if any, that is pledged by the holder to secure its obligations under a stock purchase contract. Underlying securities may be debt securities, preferred securities, U.S. Treasury securities or other securities.

	•	the terms of the pledge arrangement relating to any underlying securities, including the terms on which distributions or payments of interest and principal on any underlying securities will be retained by a collateral agent, delivered to us or be distributed to the holder.

	•	the amount of the contract fee, if any, that may be payable by us to the holder or by the holder to us, the date or dates on which the contract fee will be payable and the extent to which we or the holder, as applicable, may defer payment of the contract fee on those payment dates.

The prospectus supplement describing the terms of any stock purchase contracts or ~~prices, which~~stock purchase units offered by this prospectus may ~~be changed from time~~add, update or change the terms described in this prospectus. To review the terms of any stock purchase contracts or stock purchase units offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.

The descriptions of the stock purchase contracts, stock purchase units and any applicable pledge or depository arrangements in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety. We urge you to ~~time,~~read the applicable agreements because they, and not the summaries, define your rights as holders of the stock purchase contracts or ~~at market prices prevailing at~~stock purchase units.

~~We may sell the ~~time of sale, at prices related to such prevailing market prices or at negotiated prices. Each Prospectus Supplement~~securities:~~


	•	through underwriters or dealers;

	•	through agents;

	•	directly to purchasers; or

	•	through a combination of any such methods of sale.

We will describe in a prospectus supplement the ~~method of distribution~~particular terms of the ~~Offered Debt Securities. The Offered Debt Securities may include previously issued Debt Securities which have been acquired and are being remarketed on behalf~~offering of the ~~Company.~~securities, including the following:


	•	the names of any underwriters or dealers;

	•	the purchase price and the proceeds we will receive from the sale (which may be the market price prevailing at the time of sale, a price related to the prevailing market price or a negotiated price);

	•	any underwriting discounts and other items constituting underwriters’ compensation;

	•	any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers;

	•	any over-allotment options granted to the underwriters; and

	•	any other information we think is important.

If securities are sold through an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters. The underwriters will use this prospectus and the prospectus supplement to sell the securities. The underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will be obligated to purchase all the securities if any are purchased.

In connection with the sale of ~~the Debt Securities, such~~securities, underwriters may ~~receive~~be considered to have received compensation from us in the ~~Company~~form of underwriting discounts or commissions. They may also receive commissions from purchasers of ~~the Debt Securities~~securities for whom they may act as ~~agents~~agent. Underwriters may sell securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or ~~commissions.~~commissions from the underwriters, and they may also receive commissions from the purchasers for whom they may act as agent.

Underwriters, dealers and agents ~~that participate~~participating in the distribution of the ~~Debt Securities~~securities may be deemed to be underwriters ~~and~~under the Securities Act. Also any discounts orand commissions received by them and any profit realized by them on ~~the~~ resale of the ~~Debt Securities by them~~securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter, dealer or agent will be identified, and any such compensation will be described, in the Prospectus Supplement. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Under agreements which may be entered into by the Company, underwriters,Underwriters, dealers and agents ~~who participate in the distribution of the Debt Securities~~ may be entitled under agreements with us to indemnification ~~by the Company~~ against and contribution toward certain civil liabilities, including liabilities under the Securities Act, orand to ~~contribution with respect to payments which the underwriters, dealers or agents may be required to make in respect thereof. Unless otherwise specified~~reimbursement by us for various expenses.

If we use a dealer in the Prospectus Supplement, each underwriter, dealer and agent participating in the distribution of any Debt Securities which are Bearer Securities will agree that it will not offer, sell or deliver, directly or indirectly, Bearer Securities in the United States or to United States persons (other than offices located outside the United States of certain United States financial institutions) in connection with the original issuancesale of the ~~Debt Securities. DELAYED DELIVERY ARRANGEMENTS If so indicated in~~securities, we will sell the ~~Prospectus Supplement,~~securities to the ~~Company will authorize dealers or other persons acting~~dealer, as principal. The dealer may then resell these securities to the ~~Company's agents~~public at varying prices to solicit offers by certain institutions to purchase Debt Securities from the Company pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approveddetermined by the ~~Company. The obligations of any purchaser under any such contract will not be subject to any conditions except that (a) the purchase of the Offered Debt Securities shall not~~dealer at the time of ~~delivery~~resale. The prospectus supplement will name these dealers and the terms of these arrangements. In addition, the dealers may sell the securities to other dealers. The terms under which securities may be ~~prohibited~~sold by a dealer to another dealer will be described in the applicable prospectus supplement.

We may offer and sell the securities directly to institutional investors or others. These parties may be deemed to be underwriters under the ~~laws~~Securities Act with respect to their resales. The prospectus supplement will include the terms of these transactions.

Any common stock sold pursuant to this prospectus will be listed on the NYSE, subject to official notice of issuance. Any other securities sold pursuant to this prospectus may or may not be listed on a national securities exchange or a foreign securities exchange. The securities may not have an established trading market. No assurances can be given that there will be a market for any of the ~~jurisdiction to which such purchaser is subject~~securities.

Agents, underwriters and ~~(b) if~~dealers may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ~~Offered Debt Securities are also being sold to underwriters, the Company shall have sold to such underwriters the Offered Debt Securities not sold for delayed delivery. The dealers~~ordinary course of business.

Our audited consolidated financial statements and ~~such other persons will not have any responsibility in respect of the validity or performance of such contracts. EXPERTS The financial statements~~schedule of Ryder System, Inc. and subsidiaries as of December 31, ~~1997~~2002 and ~~1996,~~2001, and for each of the years in the three-year period ended December 31, ~~1997,~~2002, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG ~~Peat Marwick~~ LLP, independent ~~certified public~~ accountants which is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG ~~Peat Marwick~~ LLP audits and reports on the consolidated financial statements of Ryder System, Inc. and subsidiaries issued at future dates, and consents to the use of ~~their~~its reports thereon, such financial statements will also ~~will~~ be incorporated by reference ~~herein~~in the registration statement in reliance upon ~~their~~its report and said authority. The audit report covering the December 31, 2002 financial statements refers to a change in method of accounting for goodwill and other intangible assets in 2002.

Unless otherwise specified in the prospectus supplement accompanying this prospectus, certain legal matters relating to the ~~Debt Securities~~securities to be offered hereby will be passed upon for ~~the Company~~us by ~~Serge G. Martin of the Ryder System, Inc. Law Department,~~Richard H. Siegel, Esq., Associate General Counsel of ~~the Company,~~our company, and for the underwriters, if any, by Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019. Mr. ~~Martin is~~Siegel s a full-time employee of ~~the Company~~our company, and owns, and holds options to purchase, shares of our common stock.

Item 14. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.~~Other Expenses of Issuance and Distribution.*

All amounts are estimates except for SEC Registration Fees........................................... $ 236,000 Accounting Fees and Expenses................................ $ 100,000 Trustee's Fees and Expenses................................. $ 60,000 Blue Sky Fees and Expenses.................................. $ 20,000 Printing and Engraving Fees................................. $ 30,000 Rating Agency Fees.......................................... $ 380,000 Legal Fees.................................................. $ 150,000 Miscellaneous............................................... $ 30,000 ---------- Total............................................. $1,006,000 ========== Fees.

~~- --------------- * All amounts are estimated except for registration fees. ITEM~~
Item 15.  ~~INDEMNIFICATION OF DIRECTORS AND OFFICERS.~~Indemnification of Directors and Officers.
     Official Florida Statutes, as amended, Chapter 607, Section 607.0850, authorizes the indemnification of officers, directors, employees and agents under certain circumstances.
     Article VIII of the ~~Company's~~Company’s Restated Articles of Incorporation provides that the Company has the power to indemnify its directors, officers and other employees to the full extent permitted by law. Article XII of the ~~Company's~~Company’s by-laws provides that the Company shall indemnify to the fullest extent permitted by current or future legislation or current or future judicial or administrative decisions (to the extent such future legislation or decisions permit the Company to provide broader indemnification rights than permitted prior to such legislation or decisions), each person who is a party or witness to any proceeding (whether civil, criminal, administrative or investigative) against any liability (including any judgment, settlement, penalty or fine) or cost, charge or expense (including reasonable expenses incurred in defending such actions) by reason of the fact that such indemnified person is or was a director, officer or employee of the Company, or is or was an agent as to whom the Company has agreed to grant such indemnification, or is or was serving at the request of the Company as a director, officer or employee of another corporation, trust or enterprise.
     The Company maintains a directors and officers liability insurance policy which, within the limits and subject to the limitations of the policy, insures the directors and officers of the Company against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of their being or having been directors or officers of the Company. The coverage extends to wrongful acts such as breach of duty and negligence, but does not extend to acts proven to be dishonest. The Company pays the premiums for this policy. ~~ITEM~~
II-1
Item 16.  ~~EXHIBITS.~~ Exhibits.
The following exhibits are filed as part of this ~~Registration Statement:~~ registration statement:

Number Exhibit Description
1. 1 Form of Underwriting Agreement (Debt).
1. 2 Form of Underwriting Agreement (Equity).
1. 3 Form of Selling Agency Agreement for Domestic Medium-Term Notes.
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).
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).
4. 1 Form of Indenture between Ryder System, Inc. and J.P. Morgan Trust Company, National Association.
4. 2 Form of domestic Debt Securities.
4. 3 Form of domestic Medium-Term Notes.
4. 4 Rights Agreement between Ryder System, Inc. and Boston Equiserve, L.P., dated as of March 8, 1996 (previously filed as an exhibit to the Company’s Registration Statement on Form 8-A on April 3, 1996).
4. 5* Articles of Amendment to Restated Certificate of Incorporation of Ryder System, Inc. setting forth the number, designation, relative rights, preferences and limitations of series of Preferred Stock.
4. 6* Form of Preferred Stock Certificate.
4. 7* Form of Depositary Agreement.
4. 8* Form of Depositary Receipt.
4. 9* Form of Stock Purchase Unit.
4. 10* Form of Stock Purchase Contract.
5. 1 Opinion of Richard H. Siegel, Esq., Associate General Counsel of Ryder System, Inc.
12. 1 Calculation of Ratio of Earnings to Fixed Charges.
15. 1 Letter re: interim unaudited financial information.
23. 1 Consent of KPMG LLP, Independent Certified Public Accountants.
23. 2 Consent of Richard H. Siegel, Esq., Associate General Counsel of Ryder System, Inc. (included in Exhibit 5).
24. 1 Power of Attorney.
25. 1 Form T-1 Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939.
~~NUMBER EXHIBIT DESCRIPTION - ------ -------------------~~ ~~1(a) Form of proposed Underwriting Agreement (previously~~
* If required, this exhibit will be filed in an amendment or as an exhibit to ~~the Company's Registration Statement on Form S-3, File No. 33-20359, and~~a document to be incorporated by reference herein ~~by reference). 1(b) Form~~in connection with an offering of Selling Agency Agreement for Domestic Medium-Term Notes (previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1992 and incorporated herein by reference). securities.
~~II-1~~ 14
~~NUMBER EXHIBIT DESCRIPTION - ------ -------------------~~ 4(a) Form of Indenture between Ryder System, Inc. and The Chase Manhattan Bank (National Association) dated as of May 1, 1987 and supplemented as of November 15, 1990 and June 24, 1992 previously filed as an exhibit to the Company's Registration Statement on Form S-3, File No. 33-50232 and incorporated herein by reference). 4(b) Form of domestic Debt Securities (previously filed as an exhibit to the Company's Registration Statement on Form S-3, File No. 33-20359, and incorporated herein by reference. 4(c) Form of domestic Medium-Term Notes (previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1992 and incorporated herein by reference). 5 Opinion of Serge G. Martin of the Ryder System, Inc. Law Department, Counsel of the Company. 12 Calculation of Ratio of Earnings to Fixed Charges. 23(a) Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 23(b) Consent of Counsel for the Company (included in Exhibit 5). 24 Powers of Attorney. 25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.
~~ITEM~~
Item 17.  ~~UNDERTAKINGS.~~Undertakings.
     The undersigned registrant hereby undertakes:
     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
     (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;
II-2
     (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. ~~II-2~~ 15
     (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~registrant's~~registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit ~~plan's~~plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~Dade County,~~the City of Miami, State of Florida as of the 8th day of September, 1998. RYDER SYSTEM, INC. By: /s/ M. ANTHONY BURNS ------------------------------------ M. Anthony Burns Chairman of the Board, President and Principal Executive Officer on August 29, 2003.
RYDER SYSTEM, INC.
By: /s/ GREGORY T. SWIENTON
Gregory T. Swienton,
Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities ~~with Ryder System, Inc. indicated~~ and as of the ~~8th day of September, 1998.~~ dates indicated.
~~SIGNATURE TITLE DATE --------- ----- ----~~ ~~/s/ M. ANTHONY BURNS~~
Signature Title Date
/s/ GREGORY T. SWIENTON
Gregory T. Swienton Chairman, ~~of the September 8, 1998 - ----------------------------------------------------- Board,~~ President, ~~Anthony Burns~~Chief Executive Officer and Director ~~(Principal~~
(Principal Executive Officer) ~~/s/ EDWIN~~ August 29, 2003
/s/ TRACY A. ~~HUSTON Senior Executive Vice September 8, 1998 - ----------------------------------------------------- President-Finance Edwin~~LEINBACH
Tracy A. ~~Huston (Principal~~Leinbach Chief Financial Officer
(Principal Financial Officer) ~~/s/ GEORGE P. SCANLON~~ August 29, 2003
/s/ ART A. GARCIA
Art A. Garcia Vice President and ~~September 8, 1998 - -----------------------------------------------------~~ Controller ~~George P. Scanlon~~ (Principal Accounting Officer) ~~/s/ *JOSEPH~~ August 29, 2003
/s/ JOHN M. BERRA*
John M. Berra Director August 29, 2003
/s/ JOSEPH L. ~~DIONNE Director September 8, 1998 - -----------------------------------------------------~~ DIONNE*
Joseph L. Dionne
~~II-3~~ 16
~~SIGNATURE TITLE DATE --------- ----- ----~~ ~~/s/ *EDWARD~~
Director August 29, 2003
/s/ EDWARD T. FOOTE ~~II Director September 8, 1998 - -----------------------------------------------------~~ II*
Edward T. Foote II /s/ * Director August 29, 2003
/s/ DAVID I. ~~FUENTE Director September 8, 1998 - -----------------------------------------------------~~ FUENTE*
David I. Fuente ~~/s/ *JOHN A. GEORGES~~ Director September 8, 1998 - ----------------------------------------------------- John A. Georges /s/ *VERNON E. JORDAN, JR. Director September 8, 1998 - ----------------------------------------------------- Vernon E. Jordan, Jr. /s/ *DAVID T. KEARNS Director September 8, 1998 - ----------------------------------------------------- David T. Kearns /s/ *LYNN August 29, 2003
/s/ LYNN M. ~~MARTIN Director September 8, 1998 - -----------------------------------------------------~~ MARTIN*
Lynn M. Martin ~~/s/ *PAUL~~ Director August 29, 2003
/s/ DANIEL H. MUDD*
Daniel H. Mudd Director August 29, 2003
II-4
Signature Title Date
/s/ EUGENE A. RENNA*
Eugene A. Renna Director August 29, 2003
/s/ ABBIE J. ~~RIZZO Director September 8, 1998 - ----------------------------------------------------- Paul~~SMITH*
Abbie J. ~~Rizzo /s/ *CHRISTINE~~Smith Director August 29, 2003
/s/ HANSEL E. TOOKES II*
Hansel E. Tookes II Director August 29, 2003
/s/ CHRISTINE A. ~~VARNEY Director September 8, 1998 - -----------------------------------------------------~~ VARNEY*
Christine A. Varney ~~/s/ *ALVA O. WAY~~ Director September 8, 1998 - ----------------------------------------------------- Alva O. Way *By: /s/ SERGE G. MARTIN ------------------------------------------------- Serge G. Martin August 29, 2003
/s/ *RICHARD H. SIEGEL
Richard H. Siegel
Attorney-in-Fact August 29, 2003
~~II-4~~
II-5


3600 NW ~~82ND AVENUE MIAMI, FLORIDA~~82nd Avenue Miami, Florida 33166 ~~FLORIDA 305/~~
Florida	(305) 500-3726	59-0739250 ~~(State~~
(State of incorporation) ~~(Address,~~	(Address, including zip code, and ~~(I.R.S. Employer~~ telephone number, including area code, of ~~Identification Number) registrant's~~Registrant’s principal executive offices)	(I.R.S. Employer Identification Number)


	Page

About this Prospectus		1
Where You Can Find More Information		1
Incorporation of Certain Documents by Reference		1
Special Note Regarding Forward-Looking Statements		3
Ryder System, Inc.		3
Use of Proceeds		3
Ratio of Earnings to Fixed Charges		4
Description of the Debt Securities		5
Description of the Preferred Stock		12
Description of the Depositary Shares		14
Description of the Common Stock		17
Description of the Stock Purchase Contracts and Stock Purchase Units		21
Plan of Distribution		22
Experts		23
Legal Opinions		23



Six Months Ended
June 30				Years Ended December 31

2003		2002		2002		2001		2000		1999		1998

	1.93		1.62		1.80		1.10		1.44		1.37		1.71


SEC Registration Fees		$	18,405
Accounting Fees and Expenses			51,000
Trustee’s Fees and Expenses (including counsel fees)			15,000
Blue Sky Fees and Expenses			2,500
Printing and Engraving Fees			20,000
Rating Agency Fees			241,000
Legal Fees			15,000
Miscellaneous			1,000

	Total	$	363,905