<PAGE>
 
                                                                     Exhibit 3.2


                                RYDER TRS, INC.

                         Incorporated Under the Laws of

                             the State of Delaware


                          RESTATED AND AMENDED BY-LAWS
                          ----------------------------

                                   ARTICLE I
                                    OFFICES

          The registered office of the Corporation in Delaware shall be at 1209
Orange Street in the City of Wilmington, County of New Castle, in the State of
Delaware, and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof.  The Corporation may also have such other offices
at such other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation may
require.


                                   ARTICLE II
                                  STOCKHOLDERS

          Section 1.  Annual Meeting:  The annual meeting of stockholders for
                      --------------                                         
the election of directors and the transaction of any other business shall be
held as may be determined by the Board of Directors and set forth in the notice
of meeting.  The annual meeting shall be held in such city and state and at such
time and place as may be designated by the Board of Directors and set forth in
the notice of such meeting.  At the annual meeting any business may be
transacted and any corporate action may be taken, whether stated in the notice
of meeting or not, except as otherwise expressly provided by statute or the
Certificate of Incorporation.

          Section 2.  Special Meetings:  Special meetings of the stockholders
                      ----------------                                       
for any purpose may be called at any time by the Board of Directors and shall be
called by the President at the request of the holders of a majority of the
outstanding shares of capital stock entitled to vote.  Special meetings shall be
held at such place or places within or without the State of Delaware as shall
from time to time be designated by the Board of Directors and stated in the
notice of such meeting.  At a special meeting no business shall be transacted
and no corporate action shall be taken other than that stated in the notice of
the meeting.

          Section 3.  Notice of Meetings:  Written notice of the time and place
                      ------------------                                       
of any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
<PAGE>
 
Corporation at least ten (10) days but not more than sixty (60) days before the
day of the meeting.  Notice of any adjourned meeting need not be given except by
announcement at the meeting so adjourned, unless otherwise ordered in connection
with such adjournment.  Such further notice, if any, shall be given as may be
required by law.

          Section 4.  Quorum:  Any number of stockholders, together holding at
                      ------                                                  
least a majority of the capital stock of the Corporation issued and outstanding
and entitled to vote, who shall be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws.

          Section 5.  Adjournment of Meetings:  If less than a quorum shall
                      -----------------------                              
attend at the time for which a meeting shall have been called, the meeting may
adjourn from time to time by a majority vote of the stockholders present or
represented by proxy and entitled to vote without notice other than by
announcement at the meeting until a quorum shall attend.  Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a majority vote of the stockholders present or
represented by proxy and entitled to vote.  At any adjourned meeting at which a
quorum shall be present, any business may be transacted and any corporate action
may be taken which might have been transacted at the meeting as originally
called.

          Section 6.  Voting List:  The Secretary shall prepare and make, at
                      -----------                                           
least ten days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder.  Such
list shall be open at the place where the election is to be held for said ten
days, to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

          Section 7.  Voting:  Each stockholder entitled to vote at any meeting
                      ------                                                   
may vote either in person or by proxy, but no proxy shall be voted on or after
three years from its date, unless said proxy provides for a longer period.  Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders, unless otherwise provided in the certificate of
corporation; provided, that at each election of Directors every stockholder
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him for as many persons as there are directors to be elected.  At
all meetings of stockholders all matters, except as otherwise provided by
statute, shall be determined by the affirmative vote 
<PAGE>
 
of the majority of shares present in person or by proxy and entitled to vote on
the subject matter. Voting at meetings of stockholders need not be by written
ballot.

          Section 8.  Record Date of Stockholders:  The Board of Directors is
                      ---------------------------                            
authorized to fix in advance a date not exceeding sixty days nor less than ten
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining the consent of stockholders for any
purposes, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and, in such case, such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation, after such record date fixed as aforesaid.

          Section 9.  Action Without Meeting:  Any action required or permitted
                      ----------------------                                   
to be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

          Section 10.  Conduct of Meetings:  The Chairman of the Board of
                       -------------------                               
Directors or, in his absence the President, or the Vice-President designated by
the Chairman of the Board, shall preside at all regular or special meetings of
stockholders.  To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not limited to rules
respecting the time allotted to stockholders to speak, governing all aspects of
the conduct of such meetings.
<PAGE>
 
                                  ARTICLE III
                                   DIRECTORS

          Section 1.  Number and Qualifications:  The Board of Directors shall
                      -------------------------                               
consist initially of three directors, and thereafter shall consist of such
number as may be fixed from time to time by resolution of the Board.  The
directors need not be stockholders of the Corporation.

          Section 2.  Election of Directors:  The directors shall be elected by
                      ---------------------                                    
the stockholders at the annual meeting of stockholders.  The first Board of
Directors shall hold office until the first annual meeting of stockholders.

          Section 3.  Duration of Office:  The directors chosen at any annual
                      ------------------                                     
meeting shall, except as hereinafter provided, hold office until the next annual
election and until their successors are elected and qualify.

          Section 4.  Removal and Resignation of Directors:  Any director may be
                      ------------------------------------                      
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of such director shall forthwith become vacant.

          Any director may resign at any time.  Such resignation shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the President or Secretary.  The acceptance of a resignation
shall not be necessary to make it effective, unless so specified therein.

          Section 5.  Filling of Vacancies:  Any vacancy among the directors,
                      --------------------                                   
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided however, that the
                                                -------- -------          
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided further, that if the directors fail to fill
                            -------- -------                                    
any such vacancy, the stockholders may at any special meeting called for that
purpose fill such vacancy.  In case of any increase in the number of directors,
the additional directors may be elected by the directors in office before such
increase.

          Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualifies.

          Section 6.  Regular Meetings:  The Board of Directors shall hold an
                      ----------------                                       
annual meeting for the purpose of organization and
<PAGE>
 
the transaction of any business immediately after the annual meeting of the
stockholders, provided a quorum of directors is present. Other regular meetings
may be held at such times as may be determined from time to time by resolution
of the Board of Directors.

          Section 7.  Special Meetings:  Special meetings of the Board of
                      ----------------                                   
Directors may be called by the Chairman of the Board of Directors.

          Section 8.  Notice and Place of Meetings:  Meetings of the Board of
                      ----------------------------                           
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting.  Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held.  No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.

          Section 9.  Business Transacted at Meetings, etc.:  Any business may
                      -------------------------------------                   
be transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.

          Section 10.  Quorum:  A majority of the Board of Directors at any time
                       ------                                                   
in office shall constitute a quorum.  At any meeting at which a quorum is
present, the vote of a majority of the members present shall be the act of the
Board of Directors unless the act of a greater number is specifically required
by law or by the Certificate of Incorporation or these By-laws.  The members of
the Board shall act only as the Board and the individual members thereof shall
not have any powers as such.

          Section 11.  Action Without a Meeting:  Any action required or
                       ------------------------                         
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.

          Section 12.  Meetings Through Use of Communications Equipment:
                       ------------------------------------------------  
Members of the Board of Directors, or any committee designated by the Board of
Directors, shall, except as otherwise 
<PAGE>
 
provided by law, the Certificate of Incorporation or these By-laws, have the
power to participate in a meeting of the Board of Directors, or any committee,
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at the meeting.


                                   ARTICLE IV
                                   COMMITTEES

          Section 1.  Executive Committee:  The Board of Directors may, by
                      -------------------                                 
resolution passed by a majority of the whole Board, designate one or more of
their number to constitute an Executive Committee to hold office at the pleasure
of the Board, which Committee shall, during the intervals between meetings of
the Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware General Corporation
Law, and shall have power to authorize the seal of the Corporation to be affixed
to all papers which may require it.

          Any member of the Executive Committee may be removed at any time, with
or without cause, by a resolution of a majority of the whole Board of Directors.

          Any person ceasing to be a director shall ipso facto cease to be a
                                                    ---- -----              
member of the Executive Committee.

          Any vacancy in the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a majority
of the whole Board of Directors.

          Section 2.  Other Committees:  Other committees of the Board of
                      ----------------                                   
Directors may be appointed by the Board of Directors, which committees shall
hold office for such time and have such powers and perform such duties as may
from time to time be assigned to them by the Board of Directors.

          Any member of such a committee may be removed at any time, with or
without cause, by the Board of Directors.  Any vacancy in a committee occurring
from any cause whatsoever may be filled by the Board of Directors.

          Section 3.  Resignation:  Any member of a committee may resign at any
                      -----------                                              
time.  Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary.  The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
<PAGE>
 
          Section 4.  Quorum:  A majority of the members of a Committee shall
                      ------                                                 
constitute a quorum.  The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee.  The members of a committee shall act only as a committee, and the
individual members thereof shall not have any powers as such.

          Section 5.  Record of Proceedings, etc.:  Each committee shall keep a
                      ---------------------------                              
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.

          Section 6.  Organization, Meetings, Notices, etc.:  A committee may
                      -------------------------------------                  
hold its meetings at the principal office of the Corporation, or at any other
place designated by the Chairman of the committee.  Each committee may make such
rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings.  Unless otherwise ordered by a committee, any notice
of a meeting of such committee may be given by the Secretary of the Corporation
or by the chairman of the committee and shall be sufficiently given if mailed to
each member at his residence or usual place of business at least five days
before the day on which the meeting is to be held, or if sent to him at such
place by telegraph or cable or facsimile, or delivered personally or by
telephone not later than 24 hours before the time at which the meeting is to be
held.


                                   ARTICLE V
                                    OFFICERS

          Section 1.  Number:  The officers of the Corporation shall be a
                      ------                                             
President, a Vice-President, a Secretary, an Assistant Secretary and a
Treasurer, and such other officers as may be appointed in accordance with the
provision of Section 3 of this Article V. The Board of Directors in its
discretion may also elect a Chairman and one or more Vice Chairmen of the Board
of Directors.

          Section 2.  Election, Term of Office and Qualifications:  The
                      -------------------------------------------      
officers, except as provided in Section 3 of this Article V, shall be chosen
annually by the Board of Directors.  Each such officer shall, except as herein
otherwise provided, hold office until his successor shall have been chosen and
shall qualify.  Except as otherwise provided by law, any number of offices may
be held by the same person.

          Section 3.  Other Officers:  Other officers, including one or more
                      --------------                                        
Senior Vice-Presidents, Assistant Secretaries, Assistant Treasurers and officers
with other titles, may from time to time be appointed by the Board of Directors,
which other 
<PAGE>
 
officers shall have such powers and perform such duties as may be assigned to
them by the Board of Directors.

          Section 4.  Removal of Officers:  Any officer of the corporation may
                      -------------------                                     
be removed from office, with or without cause, by the Board of Directors.

          Section 5.  Resignation:  Any officer of the Corporation may resign at
                      -----------                                               
any time.  Such resignation shall be in writing and shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the President or Secretary.  The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.

          Section 6.  Filling of Vacancies:  A vacancy in any office may be
                      --------------------                                 
filled by the Board of Directors.

          Section 7.  Compensation:  The compensation of the officers shall be
                      ------------                                            
fixed by the Board of Directors, or by any committee upon whom power in that
regard may be conferred by the Board of Directors.

          Section 8.  Chairman of the Board of Directors:  The Chairman of the
                      ----------------------------------                      
Board of Directors shall be a director and shall preside at all meetings of the
Board of Directors and of the stockholders at which he shall be present.  The
Chairman of the Board of Directors shall also be the chief executive officer of
the Corporation, and shall have the general direction of business, affairs and
property of the Corporation, and of its several officers and shall have and
exercise all such powers and discharge such duties as usually pertain to the
office of chief executive officer.

          Section 9.  President:  The President shall be the chief operating
                      ---------                                             
officer of the Corporation and shall have and exercise all such powers and
discharge such duties as usually pertain to the office of chief operating
officer.  In the absence of the Chairman of the Board, the President shall have
the general direction of the business, affairs and property of the Corporation,
and of its several officers.  The President shall perform such other duties as
may from time to time be assigned to him by the chief executive officer or the
Board of Directors.

          Section 10.  Vice-Presidents:  The Vice-Presidents shall perform such
                       ---------------                                         
duties as may be assigned to them by the Board of Directors, the chief executive
officer or the chief operating officer.

          Section 11.  Secretary:  The Secretary shall perform such duties as
                       ---------                                             
are incident to the office of Secretary, or as may from time to time be assigned
to him by the Board of Directors, 
<PAGE>
 
the chief executive officer or the chief operating officer, or as are prescribed
by these By-laws.

          Section 12.  Treasurer:  The Treasurer shall perform such duties and
                       ---------                                              
have powers as are usually incident to the office of Treasurer or which may be
assigned to him by the Board of Directors, the chief executive officer or the
chief operating officer.

          Section 13.  Assistant Secretary:  One Assistant Secretary, who shall
                       -------------------                                     
be designated by the Board of Directors, shall take the minutes of meetings of
the Board of Directors and of the Stockholders.  There may be one or more other
Assistant Secretaries who shall have such duties as may be assigned to them by
the Secretary.


                                   ARTICLE VI
                                 CAPITAL STOCK

          Section 1.  Issue of Certificates of Stock:  Certificates of capital
                      ------------------------------                          
stock shall be in such form as shall be approved by the Board of Directors.
They shall be numbered in the order of their issue and shall be signed by the
Chairman of the Board of Directors, the President, the Vice-President or an
Assistant Vice-President, and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, and the seal of the Corporation or a
facsimile thereof shall be impressed or affixed or reproduced thereon, provided,
however, that where such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such Chairman of the Board of
Directors, President, Vice-President, Assistant Vice-President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile.  In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon have not ceased
to be such officer or officers of the Corporation.

          Section 2.  Registration and Transfer of Shares:  The name of each
                      -----------------------------------                   
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held by him,
the numbers of the certificates covering such shares and the dates of issue of
such certificates.  The shares of stock of the Corporation shall 
<PAGE>
 
be transferable on the books of the Corporation by the holders thereof in
person, or by their duly authorized attorneys or legal representatives, on
surrender and cancellation of certificates for a like number of shares,
accompanied by an assignment or power of transfer endorsed thereon or attached
thereto, duly executed, and with such proof of the authenticity of the signature
as the Corporation or its agents may reasonably require.  A record shall be made
of each transfer.

          The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock
and may appoint a transfer agent or registrar or both and may require all
certificates of stock to bear the signature of either or both.

          Section 3.  Lost, Destroyed and Mutilated Certificates:  The holder of
                      ------------------------------------------                
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificates therefor.  The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it alleged to have been lost, stolen or  destroyed, and
the Board of Directors may, in its discretion, require the owner of the lost,
stolen or destroyed certificate, or his legal representatives, to give the
Corporation a bond, in such sum and with such surety or sureties as they may
require, to indemnify it against any claim that may be made against it by reason
of the issue of such new certificate and against all other liability in the
premises, or may remit such owner to such remedy or remedies as he may have
under the laws of the State of Delaware.


                                  ARTICLE VII
                            DIVIDENDS, SURPLUS, ETC.

          Section 1.  General Discretion of Directors:  The Board of Directors
                      -------------------------------                         
shall have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, or as reserves, or for other proper purposes
of the Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine in its sole discretion whether any, if any, part of
the surplus or net profits of the Corporation shall be declared as dividends and
paid to the stockholders, and to fix the date or dates for the payment of
dividends.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

          Section 1.  Fiscal Year:  The fiscal year of the Corporation shall be
                      -----------                                              
fixed, and may be changed, by resolution of the Board of Directors.
<PAGE>
 
          Section 2.  Corporate Seal:  The corporate seal shall be in such form
                      --------------                                           
as approved by the Board of Directors and may be altered at their pleasure.  The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.

          Section 3.  Notices:  Except as otherwise expressly provided, any
                      -------                                              
notice required by these By-laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid wrapper
addressed to the person entitled thereto at his address, as the same appears
upon the books of the Corporation, or by telegraphing, cabling or faxing the
same to such person at such addresses; and such notice shall be deemed to be
given at the time it is mailed, telegraphed,  cabled or faxed.

          Section 4.  Waiver of Notice:  Any stockholder or director may at any
                      ----------------                                         
time, by writing or by telegraph, cable or fax, waive any notice required to be
given under these By-laws, and if any stockholder or director shall be present
at any meeting his presence shall constitute a waiver of such notice.

          Section 5.  Checks, Drafts, etc.:  All checks, drafts or other orders
                      --------------------                                     
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.

          Section 6.  Deposits:  All funds of the Corporation shall be deposited
                      --------                                                  
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.

          Section 7.  Voting Stock of Other Corporations:  Except as otherwise
                      ----------------------------------                      
ordered by the Board of Directors, the President or the Treasurer shall have
full power and authority on behalf of the Corporation to attend and to act and
to vote at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder and to execute a proxy to any other person to
represent the Corporation at any such meeting, and at any such meeting the
President or the Treasurer or the holder of any such proxy, as the case may be,
shall possess and may exercise any and all rights and powers incident to
ownership of such stock and which, as owner thereof, the Corporation might have
possessed and exercised if present.  The Board of Directors 
<PAGE>
 
may from time to time confer like powers upon any other person or persons.

                                   ARTICLE IX
                                   AMENDMENTS

The Board of Directors shall have the power to make, rescind, alter, amend and
repeal these By-laws, provided, however, that the stockholders shall have power
to rescind, alter, amend or repeal any by-laws made by the Board of Directors,
and to enact by-laws which if so expressed shall not be rescinded, altered,
amended or repealed by the Board of Directors.

                                   * * * * *