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                                                                   EXHIBIY 10.19

                                                                  EXECUTION COPY

                         AMENDMENT NO. 1 AND CONSENT dated as of December 30,
                    1997 (this "Amendment"), to the Credit Agreement dated as of
                    October 17, 1996, as amended and restated as of August 7,
                    1997 (the "Credit Agreement"), among RYDER TRS, INC., a
                    Delaware corporation (the "Borrower"), the Lenders (as
                    defined therein), CITICORP USA, INC., as administrative
                    agent (in such capacity, the "Administrative Agent") and as
                    collateral agent (in such capacity, the "Collateral Agent")
                    for the Lenders and THE CHASE MANHATTAN BANK, as
                    documentation agent (in such capacity the "Documentation
                    Agent").


          A.  Pursuant to the Credit Agreement, the Lenders have extended and
agreed to extend credit to the Borrower on the terms and subject to the
conditions set forth therein.

          B.  The Borrower has requested that the Required Lenders (i) consent
to (a) the purchase by the Borrower of promissory notes (the "Finco Commercial
Paper Notes") of FCTR, Inc., a special purpose Delaware corporation and wholly
owned subsidiary of the Borrower ("Finco"), issued by Finco pursuant to and in
accordance with the Depositary Agreement dated as of August 7, 1997, between
Finco and Citibank, N.A., a national banking association ("Citibank") in an
aggregate principal amount not to exceed $40,000,000 at any time outstanding and
(b) the pledge by the Borrower of such Finco Commercial Paper Notes to one or
more insurance companies (the "Insurance Companies") to secure the Borrower's
obligations (the "Insurance Obligations") under its indemnity and reimbursement
agreements with such Insurance Companies entered into in the ordinary course of
business (the foregoing transactions collectively are referred to herein as the
"Amendment Transactions") and (ii) agree to amend certain provisions of the
Credit Agreement and the Security Agreement, in each case, to the extent, but
only to the extent, necessary to permit the Amendment Transactions.

          C.  The Required Lenders are willing to grant such consents and
amendments on the terms and subject to the conditions set forth herein.

          D.  Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
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                                                                               2

          Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1.  Consent.  The Required Lenders hereby consent to the
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Amendment Transactions, provided that (a) the Borrower shall not purchase Finco
                        --------
Commercial Paper Notes with the proceeds of Loans and (b) promptly upon the
pledge of the Finco Commercial Paper Notes to one or more Insurance Companies,
each such Insurance Company shall return to the Borrower any letters of credit
issued under the Letter of Credit Agreement or other security then held by it to
secure the Insurance Obligations.

          SECTION 2.  Amendment to Section 1.01 of the Credit Agreement.
                      -------------------------------------------------
Section 1.01 of the Credit Agreement is hereby amended by inserting in the
appropriate alphabetical order therein the following definition:

          "'Finco Commercial Paper Notes' shall mean the promissory notes of
            ----------------------------
     Finco issued by Finco in the commercial paper market pursuant to and in
     accordance with the Related Documents.".

          "'Insurance Company' shall mean any person in the business of
            -----------------
     providing insurance with whom the Borrower has entered into an indemnity
     and reimbursement agreement.".

          "'Insurance Obligations' shall mean the obligations of the Borrower
            ---------------------
     under any indemnity and reimbursement agreement with an Insurance Company
     entered into in the ordinary course of business.".

          SECTION 3. Amendment to Section 6.02 of the Credit Agreement.  Section
                     -------------------------------------------------
6.02(m) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:

          "(m)(i) pledges and deposits of cash to secure the letters of credit
     issued pursuant to the Letter of Credit Agreement and (ii) pledges of Finco
     Commercial Paper Notes purchased by the Borrower pursuant to and in
     accordance with Section 6.04(h) to one or more Insurance Companies to
     secure the performance of the Borrower's obligations under its Insurance
     Obligations.".
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          SECTION 4.  Amendment to Section 6.04 of the Credit Agreement.
                      -------------------------------------------------
Section 6.04 of the Credit Agreement is hereby amended as follows:

          (a) by inserting after the words "any other such wholly owned
     Subsidiary" set forth in the second line of clause (b) thereof the
     following phrase "(other than investments in Finco Commercial Paper Notes
     made by the Borrower pursuant to and in accordance with Section 6.04(h))".

          (b) by deleting the word "and" at the end of clause (f) thereof;

          (c) by deleting the period at the end of clause (g) thereof and
     substituting therefor the following phrase"; and"; and

          (d) by inserting after clause (g) therein a new clause (h) to read as
     follows:

               "(h) investments by the Borrower in Finco Commercial Paper Notes
          in an aggregate amount not to exceed $40,000,000 at any time
          outstanding, provided that such notes (i) shall not be purchased with
                       --------
          the proceeds of Loans and (ii) shall be pledged by the Borrower to one
          or more Insurance Companies to secure the performance of the
          Borrower's Insurance Obligations.".

          SECTION 5.  Amendment to the Security Agreement. Section 1.02 of the
                      -----------------------------------
Security Agreement is hereby amended by inserting after the phrase "(other than
Accounts Receivable" set forth in the definition of the term "General
Intangibles" the following words "or any Finco Commercial Paper Notes pledged by
the Borrower pursuant to and in accordance with Section 6.02(m)(ii) of the
Credit Agreement".

          SECTION 6.  Representations and Warranties.  To induce the other
                      -------------------------------
parties hereto to enter into this Amendment, the Borrower represents and
warrants to each other party hereto that, after giving effect to this Amendment,
(a) the representations and warranties set forth in Article III of the Credit
Agreement will be true and correct in all material respects on and as of the
date hereof, except to the extent such representations and warranties expressly
relate to an earlier date, and (b) no Default or Event of Default will have
occurred and be continuing.

          SECTION 7.  Conditions to Effectiveness.  This Amendment shall become
                      ----------------------------
effective at such time as the Administrative Agent shall have received
counterparts hereof
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which, when taken together, bear the signatures of the Borrower and the Required
Lenders.

          SECTION 8.  Effect of Amendment.  Except as expressly set forth
                      --------------------
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect, the rights and remedies of the
Lenders or the Agents under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.  Nothing herein shall
be deemed to entitle the Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances.  This Amendment shall apply and
be effective only with respect to the provisions of the Loan Documents
specifically referred to herein. This Amendment shall constitute a Loan Document
for all purposes of the Credit Agreement.

          SECTION 9.  Expenses.  The Borrower agrees to pay the reasonable out-
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of-pocket costs and expenses incurred by the Administrative Agent in connection
with the preparation of this Amendment.

          SECTION 10.  Counterparts.  This Amendment may be executed in any
                       -------------
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which together shall constitute a single instrument. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.

          SECTION 11.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
                       ---------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 12.  Headings.  The headings of this Amendment are for
                       ---------
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.

                                     RYDER TRS, INC.,

                                       by /s/ Steven R. Davison
                                     ----------------------------
                                         Name:  Steven R. Davison
                                         Title: Vice President and
                                                Treasurer


                                     CITICORP USA, INC.,
                                     individually, as Administrative
                                     Agent and as Collateral
                                     Agent,

                                       by /s/ Shapleigh B. Smith
                                     ----------------------------
                                         Name: Shapleigh B. Smith
                                         Title: Vice President


                                     THE CHASE MANHATTAN BANK,
                                     individually and as
                                     Documentation Agent,

                                       by /s/ Andris G. Kalnins
                                     --------------------------
                                         Name:  Anris G. Kalnins
                                         Title: Vice President


                                     CORESTATES BANK, N.A.,

                                       by /s/ Mark S. Supple
                                     ----------------------------
                                         Name:  Mark S. Supple
                                         Title: Vice President


                                     SOCIETE GENERALE,

                                       by
                                     ----------------------------
                                         Name:
                                         Title: