8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    FORM 8-K


                                 Current Report



                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 8, 1996
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                               RYDER SYSTEM, INC.
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             (Exact name of registrant as specified in its charter)


           Florida                      1-4364                    59-0739250
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(State or other jurisdiction          (Commission            (IRS Employer
      of Incorporation)               File Number)           Identification No.)


3600 N. W. 82nd Avenue, Miami, Florida                             33166
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(Address of Principal Executive Offices)                         (Zip Code)


Registrant's telephone number, including area code:  (305) 593-3276
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Item 5.  Other Events.

         Ryder System, Inc. (the "Company") declared a dividend of Preferred
Share Purchase Rights. A copy of the Company's press release dated March 8,
1996 declaring the dividend is attached hereto as Exhibit 99.

1.       Press Release dated March 8, 1996, issued by Ryder System, Inc.
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                                   SIGNATURES

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


Dated:  March 22, 1996


                                            RYDER SYSTEM, INC.


                                            By: /s/  Edward R. Henderson
                                               ---------------------------------
                                               Name:   Edward R. Henderson
                                                Title: Associate General Counsel
                                                        and Assistant Secretary

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                                 EXHIBIT INDEX




                                                                                     Sequentially
                                                                                      Numbered
Exhibit No.                                        Title                                 Page
- -----------                                        -----                             ------------
                                                                                 
   99.                            Press Release dated March 8, 1996,
                                  issued by Ryder System, Inc.

EX-99

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                                                                EXHIBIT 99
                              ITEM 5. OTHER EVENTS


                             [SEE ATTACHED EXHIBIT]
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RYDER SYSTEM, INC. DECLARES DIVIDEND DISTRIBUTION OF

PREFERRED SHARE PURCHASE RIGHTS



         Miami, Florida, March 8, 1996 -- The Board of Directors of Ryder
System, Inc. (NYSE: R) today declared a dividend distribution of one Preferred
Share Purchase Right on each outstanding share of Ryder System, Inc. common
stock. The dividend distribution will be made on March 18, 1996 payable to
shareholders of record on that date.

         The Rights will be exercisable only if a person or group acquires 10%
or more of Ryder's common stock or announces a tender offer the consummation of
which would result in ownership by a person or group of 10% or more of the
common stock. Each Right will entitle shareholders to buy one one-hundredth of
a share of the Company's currently existing Cumulative Preferred Stock, Series
C at an exercise price of $100. Prior to the acquisition by a person or group
of beneficial ownership of 10% or more of the company's common stock, the
Rights are redeemable for one cent per Right at the option of the Board of
Directors.

         If a person or group acquires 10% or more of Ryder's outstanding
common stock, each Right will entitle its holder (other than such person or
members of such group) to purchase, at the Right's then-current exercise price,
a number of Ryder's common shares having a market value of twice such price. If
Ryder is acquired in a merger or other business combination transaction after a
person has acquired 10% or more of the Company's outstanding common stock, each
Right will entitle its holder to purchase, at
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the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price.

         Following the acquisition by a person or group of beneficial ownership
of 10% or more of the Company's common stock and prior to an acquisition of 50%
or more of the common stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group), in whole or in part, at an
exchange ratio of one share of common stock (or one one-hundredth of a share of
the Series C Preferred Stock) per Right.

         The Rights will expire on March 18, 2006. The Rights distribution is
not taxable to shareholders.