As filed with the Securities and Exchange Commission on May 11, 2005

Registration No. 333-_____

Post-Effective Amendment No. 1 to Registration Statement Nos. 333-69626, 333-108364 and 333-61509

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM S-8

REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT
UNDER
THE SECURITIES ACT OF 1933

RYDER SYSTEM, INC.

11690 N.W. 105^th Street
Miami, Florida 33178
(305) 500-3726
(Address, including telephone number, of Principal Executive Offices)

RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN
RYDER SYSTEM, INC. STOCK PURCHASE PLAN FOR EMPLOYEES

Flora R. Perez, Esq.
Assistant General Counsel
Ryder System, Inc.
11690 N.W. 105^th Street
Miami, Florida 33178
(305) 500-3726
(Name, address and telephone number,
including area code, of agent for service)

EXPLANATORY NOTE

     This Registration Statement on Form S-8 relates, in part, to 5,000,000 shares of common stock authorized for issuance under the Ryder System, Inc. 2005 Equity Compensation Plan (the “Plan”) approved by our shareholders at our Annual Meeting of Shareholders held on May 6, 2005. As a result of the approval of the Plan, the 1995 Plan, Directors Plan and Merit Plan were terminated with respect to new awards effective May 6, 2005. In accordance therewith, this Registration Statement also constitutes Post-Effective Amendment No. 1 to the following Form S-8 Registration Statements (indicated by File No.), to remove from registration the following numbers of shares of common stock that remain unsold and that are not subject to awards currently outstanding under the terminated plans: 333-69626 (removing 1,526,498 shares previously registered for issuance under the 1995 Plan); 333-108364 (removing 224,173 shares previously registered for issuance under the Directors Plan); and 333-61509 (removing 258,100 shares previously registered for issuance under the Merit Plan).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by us with the Securities and Exchange Commission (the Commission), are incorporated by reference into this Registration Statement:

     (a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Commission on February 24, 2005.

     (b) Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, filed with the Commission on April 28, 2005.

     (c) Our Current Reports on Form 8-K filed with the Commission on February 4, 2005, February 16, 2005, February 22, 2005 and April 28, 2005.

     (d) Description of our common stock contained in our registration statement on Form 8-A (Registration No. 001-04364) filed with the Commission on February 27, 1990.

     All reports and other documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Incorporation of Earlier Registration Statement by Reference

     This registration statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering additional shares of our common stock issuable under the Ryder System, Inc. Stock Purchase Plan for Employees (the “Purchase Plan”) at any time and from time to time. On June 24, 1998, the Company filed a registration statement on Form S-8 (File No. 333-57593) with the Securities and Exchange Commission in order to register shares of our common stock issuable under the Purchase Plan. The contents of such earlier registration statement are incorporated by reference into this registration statement.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Certain legal matters with respect to the offering of the shares of common stock registered hereby have been passed upon by Flora R. Perez, Esq., Assistant General Counsel of the Company.

Item 6. 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 Restated Articles of Incorporation provides that the Company has the power to indemnify its directors, officers, and other employees to the fullest extent permitted by law. Article XII of the Company’s By-Laws further 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,

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criminal, administrative or investigative) against any liability (including any judgment, settlement, penalty or fine) or cost, charge or expense (including attorneys fees) 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, partnership, joint venture, trust or other enterprise, or is or was serving as an agent of such corporation, partnership, joint venture, trust or other 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 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

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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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, the State of Florida, on May 11, 2005.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following individuals in the capacities and on the date or dates indicated.

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EXHIBIT INDEX

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