UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Name of Subject Company)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

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256743105

(CUSIP Number of Class of Securities)

Vicki J. Vaniman, Esq.

Executive Vice President, General Counsel and Secretary

Dollar Thrifty Automotive Group, Inc.

5330 East 31st Street

Tulsa, Oklahoma 74135

(918) 660-7700

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Paul J. Shim, Esq.

Matthew P. Salerno, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2, which we refer to as the Amendment, amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time), which we refer to as the Schedule 14D-9, originally filed with the United States Securities and Exchange Commission, which we refer to as the SEC, by Dollar Thrifty Automotive Group, Inc., a Delaware corporation, which we refer to as Dollar Thrifty, on September 10, 2012. The Statement relates to the offer to purchase by HDTMS, Inc., a Delaware corporation and a wholly owned subsidiary of Hertz Global Holdings, Inc., a Delaware corporation, which entities we refer to, respectively, as Purchaser and Hertz, as disclosed in the Tender Offer Statement on Schedule TO dated September 10, 2012 (as amended or supplemented from time to time) filed by Purchaser with the SEC, all of the issued and outstanding shares of Dollar Thrifty common stock, par value $0.01 per share, for $87.50 in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 2012 and the related Letter of Transmittal.

All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such information is hereby amended to the extent specifically provided herein.

This Amendment is being filed to reflect certain updates as reflected below.

ITEM 8.  ADDITIONAL INFORMATION.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following at the end of the subsection entitled “Approval of Vermont Department of Banking”:

“On September 20, 2012, the Director of Captive Insurance of the Captive Insurance Division of the Vermont Department of Financial Regulation (formerly the Vermont Department of Banking, Insurance, Securities & Health Care Administration) granted approval of the change in control of AmeriGuard Risk Retention Group, Inc. in accordance with the terms of the Offer and the Merger.  Accordingly, the condition to the Offer relating to the approval of the Vermont Department of Banking has been satisfied.”

SIGNATURES

After due 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.

September 20, 2012	DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. (Registrant)
	By:	/s/ Vicki J. Vaniman                               Vicki J. Vaniman Executive Vice President, General Counsel and Secretary