BARCLAYS GLOBAL INVESTORS NA /CA/
SC 13G/A, 2000-03-10
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                      Dollar Thrifty Automotive Group Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    256743105
                                 (CUSIP Number)

     Check the following box if a fee is being paid with this statement / /. (A
     fee is not required only if the filing person: (1) has a previous statement
     on file reporting beneficial ownership of more than five percent of the
     class of securities described in Item 1; and (2) has filed no amendment
     subsequent thereto reporting beneficial ownership of five percent or less
     of such class.)
     (See Rule 13d-7.)

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior page.

     The information required in the remainder of this cover page shall not be
     deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).

                        (Continued on following page(s))


                                     Page 1
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CUSIP No.  256743105                  13G                                 Page 2

(1) NAMES OF REPORTING PERSONS. SECTION OR I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS Barclays Global Investors. N.A.,  943112180

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                 (a)
                                 (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                   1,145,654
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                          0
                                            (7) SOLE DISPOSITIVE POWER
                                                     1,191,054
                                            (8) SHARED DISPOSITIVE POWER
                                                     0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         1,191,054

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         4.93%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>

CUSIP No.  256743105                  13G                                Page 2A

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS Barclays Global Fund Advisors

(2) Check the appropriate box if a member of a Group*
                                 (a)
                                 (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                   3,508
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                          0
                                            (7) SOLE DISPOSITIVE POWER
                                                     3,508
                                            (8) SHARED DISPOSITIVE POWER
                                                     0

(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,508

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.01%

(12) TYPE OF REPORTING PERSON*
         BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>

                                                                          Page 3

ITEM 1(A).  NAME OF ISSUER
                 Dollar Thrifty Automotive Group Inc.

ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                 5330 East 31st Street
                 Tulsa, OK 74135
ITEM 2(A).  NAME OF PERSON(S) FILING
                 Barclays Global Investors, N.A.

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                 45 Fremont Street
                 San Francisco, CA 94105
ITEM 2(C).  CITIZENSHIP
                 U.S.A

ITEM 2(D).  TITLE OF CLASS OF SECURITIES
                 Common Stock

ITEM 2(E).  CUSIP NUMBER
                 256743105

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
          13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
         X
(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
         Act

(e) // Investment Adviser registered under section 203 of the Investment
       Advisers Act of 1940

(f) //  Employee Benefit Plan, Pension Fund which is subject to the provisions
        of the Employee Retirement Income Security Act of 1974 or Endowment
        Fund; see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                        (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)

<PAGE>

                                                                         Page 3A

ITEM 1(A).  NAME OF ISSUER
                     Dollar Thrifty Automotive Group Inc.

ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                     5330 East 31st Street
                     Tulsa, OK 74135
ITEM 2(A).  NAME OF PERSON(S) FILING
                     Barclays Global Fund Advisors

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                     45 Fremont Street
                     San Francisco, CA 94105
ITEM 2(C).  CITIZENSHIP
                     U.S.A

ITEM 2(D).  TITLE OF CLASS OF SECURITIES
                     Common Stock

ITEM 2(E).  CUSIP NUMBER
                     256743105

ITEM 3.     IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
            13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
         X

(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
         Act

(e) // Investment Adviser registered under section 203 of the Investment
         Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
         the Employee Retirement Income Security Act of 1974 or Endowment Fund;
         see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
         (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)

<PAGE>

                                                                          Page 4
ITEM 4.  OWNERSHIP
     (a)  Amount Beneficially Owned:                      1,194,562

     (b)  Percent of Class:                               4.95%

     (c)  Number of shares as to which such person has:
          (i)   sole power to vote or to direct the vote
                   1,149,162
          (ii)  shared power to vote or to direct the vote
                   0
          (iii) sole power to dispose or to direct the disposition of
                   1,194,562
          (iv)  shared power to dispose or to direct the disposition of
                   0

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
         if this statement is being filed to report the fact that as of
         the date hereof the reporting person has ceased to be the
         beneficial owner of more than five percent of the class of
         securities, check the following. //
         X

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
         ANOTHER PERSON

                The shares reported are held by the company in trust accounts
                for the economic benefit of the beneficiaries of those accounts.
                See also Items 2(a) above.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
         HOLDING COMPANY
                Not applicable


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
                Not applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP
                Not applicable

<PAGE>

                                                                          Page 5
ITEM 10. CERTIFICATION
         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired in the ordinary
         course of business and were not acquired for the purpose of and do not
         have the effect of changing or influencing the control of the issuer of
         such securities and were not acquired in connection with or as a
         participant in any transaction having such purposes or effect.

         SIGNATURE
         After reasonable inquiry and to the best of my knowledge and belief, I
         certify that the information set forth in this statement is true,
         complete and correct.


                                                 March 10, 2000





                                                 Vivien Lin
                                                 Manager of Compliance


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