<PAGE>   1
   As filed with the Securities and Exchange Commission on September 19, 2001
                                                       Registration No. 333-___


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               RYDER SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                         59-0739250
 (State of incorporation)                  (I.R.S. Employer Identification No.)

                    3600 N.W. 82nd Ave., Miami, Florida 33166
                    (Address of principal executive offices)


                     RYDER SYSTEM, INC. DIRECTORS STOCK PLAN
                            (Full title of the plan)

                                  Vicki O'Meara
                               Ryder System, Inc.
                   3600 N.W. 82nd Avenue, Miami, Florida 33166
                                 (305) 500-3726
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                   Proposed                Proposed
                                                                   maximum                 maximum
                                       Amount                      offering                aggregate        Amount of
Title of securities                    to be                       price                   offering         registration
to be registered                       registered                  per share               price            fee
------------------------------------------------------------------------------------------------------------------------
<C>                                    <C>                         <C>                     <C>              <C>
Ryder System, Inc.
Common Stock
($.50 par value)                       50,000 shares               $20.25 (1)              $1,012,500 (1)      $253

Preferred Share
Purchase Rights                        50,000 rights (2)              --                      --             -- (3)
------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)      Computed pursuant to Rule 457(c) solely for the purpose of calculating
         the registration fee and not as a representation as to any actual
         proposed price. This amount is based on the average of the high and low
         prices of such Common Stock on September 17, 2001 on the consolidated
         reporting system.
(2)      The preferred share purchase rights (the "Rights") of Ryder System,
         Inc. (the "Company") are attached to and trade with the Common Stock of
         the Company. Any value attributable to the Rights is reflected in the
         market price of the Common Stock. Such additional securities are also
         being registered hereby as may become issuable under the Plan as a
         result of applicable anti-dilution provisions.
(3)      Since no separate consideration is paid for the Rights, the
         registration fee for such securities is included in the registration
         fee for the Company's Common Stock.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

         (b) All other reports filed by the Company or the Ryder System, Inc.
Board of Directors Stock Award Plan (the "Plan") pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the annual report referred to in (a) above.

         (c) The description of the Company's common stock, par value $.50,
contained in its Registration Statement on Form S-3, No. 33-33600 filed on
February 27, 1990 with the Commission, and any amendment or report filed with
the purpose of updating such description.

         (d) The description of the Company's preferred share purchase rights
contained in its Registration Statement on Form 8-A filed on April 3, 1996 with
the Commission, and any amendment or report filed with the purpose of updating
such description.

         All documents subsequently filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, 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 of this Registration Statement from the
date of the filing of such documents. Any statement contained in a document
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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the shares of common stock and the preferred share
purchase rights in connection therewith which may be purchased under the Plan
has been passed upon for the Company by Carlos J. Abarca, Senior Counsel of the
Company.





                                       2
<PAGE>   3

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, 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 directors and officers liability insurance
coverage which extends to wrongful acts such as breach of duty and negligence,
but does not extend to acts proven to be dishonest. Currently, the coverage is
subject to a deductible amount of $750,000 with policy limits of $40,000,000.
The Company pays the premium for this coverage.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS.

         See Exhibit Index.

Item 9.  UNDERTAKINGS.

         (a) The undersigned Company 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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;






                                       3
<PAGE>   4


         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.

         (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
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 annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

         (c) 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 foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange registrant such indemnification is against public policy as expressed
in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.




                                       4
<PAGE>   5
                                   SIGNATURES

THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Miami, Florida, on the 19th day of September, 2001.

                                       RYDER SYSTEM, INC.
                                       (Company)


                                       By: /s/ Gregory T. Swienton
                                           ------------------------------------
                                                Gregory T. Swienton

                                                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 and on the date indicated.

<TABLE>
<CAPTION>

       Name                                      Title                                    Date
       ----                                      -----                                    ----
<S>                                         <C>                                       <C>

/s/ Gregory T. Swienton
--------------------------------------
Gregory T. Swienton                         President and
                                            Chief Executive Officer
                                            (Principal Executive Officer)             September 19, 2001

/s/ Corliss J. Nelson
--------------------------------------      Senior Executive Vice President
Corliss J. Nelson                           and Chief Financial Officer
                                            (Principal Financial Officer)             September 19, 2001

/s/ Kathleen S. Partridge
--------------------------------------      Senior Vice President
Kathleen S. Partridge                       and Controller (Principal
                                            Accounting Officer)                       September 19, 2001

</TABLE>





                                       5
<PAGE>   6
<TABLE>
<CAPTION>

<S>                                         <C>                                       <C>


/s/ Anthony T. Burns
--------------------------------------               Chairman                         September 19, 2001
Anthony T. Burns*


/s/ Joseph L. Dionne
--------------------------------------                Director                        September 19, 2001
Joseph L. Dionne*


/s/ Edward T. Foote II
--------------------------------------                Director                        September 19, 2001
Edward T. Foote II*


/s/ David I. Fuente
--------------------------------------                Director                        September 19, 2001
David I. Fuente*


/s/ John A. Georges
--------------------------------------               Director                         September 19, 2001
John A. Georges*


/s/ Lynn M. Martin
--------------------------------------               Director                         September 19, 2001
Lynn M. Martin*


/s/ Christine A. Varney
--------------------------------------               Director                         September 19, 2001
Christine A. Varney*


/s/ David T. Kearns
--------------------------------------               Director                         September 19, 2001
David T. Kearns*


/s/ Carlos J. Abarca
--------------------------------------
*By: Carlos J. Abarca
        Attorney-in-Fact

</TABLE>





                                       6
<PAGE>   7

                                  EXHIBIT INDEX

<Table>
<Caption>

Exhibit                                                                                            Registration
Table                                                                                              Statement
Number            Exhibit                                                                          Page
------            -------                                                                          ------------
<S>               <C>                                                                                 <C>
(4)               Instruments defining the rights of security
                  holders, including indentures:

                  (a)      By-Laws of the Company, as amended through February
                           16, 2001, previously filed with the Commission as an
                           exhibit to the Company's Annual Report on Form 10-K
                           for the year ended December 31, 2000, are
                           incorporated by reference herein.                                               *

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

                  (c)      Rights Agreement between the Company and Boston
                           Equiserve, L.P., dated as of March 8, 1996, previously
                           filed with the Commission as an exhibit to the
                           Company's Registration Statement on Form 8-A
                           dated April 3, 1996, is incorporated by reference herein.                       *


</TABLE>


--------------------
* Incorporated by reference as indicated herein.





                                       7
<PAGE>   8
                                  EXHIBIT INDEX

                                   (continued)

<Table>
<Caption>
Exhibit                                                                                            Registration
Table                                                                                              Statement
Number            Exhibit                                                                          Page
------            -------                                                                          ------------
<S>               <C>                                                                                 <C>
(5)               Opinions re legality: Opinion of Carlos J. Abarca, Senior Counsel
                  of the Company.                                                                          9


(23)              Consents of experts and counsel:

                  (a)      Consent of KPMG LLP,                                                           10
                           Independent Certified Public Accountants.

                  (b)      Letter regarding unaudited financial statements                                11

                  (c)      Consent of Counsel for the Company                                             *

(24)              Powers of Attorney:

                  (a) Anthony T. Burns
                  (b) Joseph L. Dionne                                                                    12
                  (c) Edward T. Foote II                                                                  13
                  (d) David I. Fuente                                                                     14
                  (e) John A. Georges                                                                     15
                  (f) Lynn M. Martin                                                                      16
                  (g) Christine A. Varney                                                                 17
                  (h) David T. Kearns                                                                     18

</TABLE>

--------------------
* Included in Exhibit 5.





                                       8
[{"type": "S-8", "sequence": "1", "filename": "g71665s-8.txt", "description": "RYDER SYSTEM, INC", "secsgml_size_bytes": 20875}]
{"company-data": {"conformed-name": "RYDER SYSTEM INC", "cik": "0000085961", "assigned-sic": "7510", "irs-number": "590739250", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69628", "film-number": "1740338"}, "business-address": {"street1": "3600 NW 82ND AVE", "city": "MIAMI", "state": "FL", "zip": "33166", "phone": "3055003283"}, "mail-address": {"street1": "3600 NW 82 AVENUE", "city": "MIAMI", "state": "FL", "zip": "33166"}}
1
   As filed with the Securities and Exchange Commission on September 19, 2001
                                                       Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               RYDER SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                         59-0739250
 (State of incorporation)                  (I.R.S. Employer Identification No.)

                    3600 N.W. 82nd Ave., Miami, Florida 33166
                    (Address of principal executive offices)

                     RYDER SYSTEM, INC. DIRECTORS STOCK PLAN
                            (Full title of the plan)

                                  Vicki O'Meara
                               Ryder System, Inc.
                   3600 N.W. 82nd Avenue, Miami, Florida 33166
                                 (305) 500-3726
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed                Proposed
                                                                   maximum                 maximum
                                       Amount                      offering                aggregate        Amount of
Title of securities                    to be                       price                   offering         registration
to be registered                       registered                  per share               price            fee
------------------------------------------------------------------------------------------------------------------------
Ryder System, Inc.
Common Stock
($.50 par value)                       50,000 shares               $20.25 (1)              $1,012,500 (1)      $253

Preferred Share
Purchase Rights                        50,000 rights (2)              --                      --             -- (3)
------------------------------------------------------------------------------------------------------------------------
(1)      Computed pursuant to Rule 457(c) solely for the purpose of calculating
         the registration fee and not as a representation as to any actual
         proposed price. This amount is based on the average of the high and low
         prices of such Common Stock on September 17, 2001 on the consolidated
         reporting system.
(2)      The preferred share purchase rights (the "Rights") of Ryder System,
         Inc. (the "Company") are attached to and trade with the Common Stock of
         the Company. Any value attributable to the Rights is reflected in the
         market price of the Common Stock. Such additional securities are also
         being registered hereby as may become issuable under the Plan as a
         result of applicable anti-dilution provisions.
(3)      Since no separate consideration is paid for the Rights, the
         registration fee for such securities is included in the registration
         fee for the Company's Common Stock.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

         (b) All other reports filed by the Company or the Ryder System, Inc.
Board of Directors Stock Award Plan (the "Plan") pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the annual report referred to in (a) above.

         (c) The description of the Company's common stock, par value $.50,
contained in its Registration Statement on Form S-3, No. 33-33600 filed on
February 27, 1990 with the Commission, and any amendment or report filed with
the purpose of updating such description.

         (d) The description of the Company's preferred share purchase rights
contained in its Registration Statement on Form 8-A filed on April 3, 1996 with
the Commission, and any amendment or report filed with the purpose of updating
such description.

         All documents subsequently filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, 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 of this Registration Statement from the
date of the filing of such documents. Any statement contained in a document
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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the shares of common stock and the preferred share
purchase rights in connection therewith which may be purchased under the Plan
has been passed upon for the Company by Carlos J. Abarca, Senior Counsel of the
Company.

                                       2
3

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, 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 directors and officers liability insurance
coverage which extends to wrongful acts such as breach of duty and negligence,
but does not extend to acts proven to be dishonest. Currently, the coverage is
subject to a deductible amount of $750,000 with policy limits of $40,000,000.
The Company pays the premium for this coverage.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS.

         See Exhibit Index.

Item 9.  UNDERTAKINGS.

         (a) The undersigned Company 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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                                       3
4

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.

         (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
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 annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

         (c) 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 foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange registrant such indemnification is against public policy as expressed
in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       4
5
                                   SIGNATURES

THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Miami, Florida, on the 19th day of September, 2001.

                                       RYDER SYSTEM, INC.
                                       (Company)

                                       By: /s/ Gregory T. Swienton
                                           ------------------------------------
                                                Gregory T. Swienton

                                                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 and on the date indicated.
Name                                      Title                                    Date
       ----                                      -----                                    ----
/s/ Gregory T. Swienton
--------------------------------------
Gregory T. Swienton                         President and
                                            Chief Executive Officer
                                            (Principal Executive Officer)             September 19, 2001

/s/ Corliss J. Nelson
--------------------------------------      Senior Executive Vice President
Corliss J. Nelson                           and Chief Financial Officer
                                            (Principal Financial Officer)             September 19, 2001

/s/ Kathleen S. Partridge
--------------------------------------      Senior Vice President
Kathleen S. Partridge                       and Controller (Principal
                                            Accounting Officer)                       September 19, 2001
5
6
/s/ Anthony T. Burns
--------------------------------------               Chairman                         September 19, 2001
Anthony T. Burns*

/s/ Joseph L. Dionne
--------------------------------------                Director                        September 19, 2001
Joseph L. Dionne*

/s/ Edward T. Foote II
--------------------------------------                Director                        September 19, 2001
Edward T. Foote II*

/s/ David I. Fuente
--------------------------------------                Director                        September 19, 2001
David I. Fuente*

/s/ John A. Georges
--------------------------------------               Director                         September 19, 2001
John A. Georges*

/s/ Lynn M. Martin
--------------------------------------               Director                         September 19, 2001
Lynn M. Martin*

/s/ Christine A. Varney
--------------------------------------               Director                         September 19, 2001
Christine A. Varney*

/s/ David T. Kearns
--------------------------------------               Director                         September 19, 2001
David T. Kearns*

/s/ Carlos J. Abarca
--------------------------------------
*By: Carlos J. Abarca
        Attorney-in-Fact
6
7

                                  EXHIBIT INDEX
Exhibit                                                                                            Registration
Table                                                                                              Statement
Number            Exhibit                                                                          Page
------            -------                                                                          ------------
(4)               Instruments defining the rights of security
                  holders, including indentures:

                  (a)      By-Laws of the Company, as amended through February
                           16, 2001, previously filed with the Commission as an
                           exhibit to the Company's Annual Report on Form 10-K
                           for the year ended December 31, 2000, are
                           incorporated by reference herein.                                               *

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

                  (c)      Rights Agreement between the Company and Boston
                           Equiserve, L.P., dated as of March 8, 1996, previously
                           filed with the Commission as an exhibit to the
                           Company's Registration Statement on Form 8-A
                           dated April 3, 1996, is incorporated by reference herein.                       *
--------------------
* Incorporated by reference as indicated herein.

                                       7
8
                                  EXHIBIT INDEX

                                   (continued)
Exhibit                                                                                            Registration
Table                                                                                              Statement
Number            Exhibit                                                                          Page
------            -------                                                                          ------------
(5)               Opinions re legality: Opinion of Carlos J. Abarca, Senior Counsel
                  of the Company.                                                                          9

(23)              Consents of experts and counsel:

                  (a)      Consent of KPMG LLP,                                                           10
                           Independent Certified Public Accountants.

                  (b)      Letter regarding unaudited financial statements                                11

                  (c)      Consent of Counsel for the Company                                             *

(24)              Powers of Attorney:

                  (a) Anthony T. Burns
                  (b) Joseph L. Dionne                                                                    12
                  (c) Edward T. Foote II                                                                  13
                  (d) David I. Fuente                                                                     14
                  (e) John A. Georges                                                                     15
                  (f) Lynn M. Martin                                                                      16
                  (g) Christine A. Varney                                                                 17
                  (h) David T. Kearns                                                                     18
--------------------
* Included in Exhibit 5.

                                       8