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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Dollar Thrifty Automotive Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

256743-10-5

(CUSIP Number)

Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 26, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 256743-10-5  Page 2  of  5 

1	NAMES OF REPORTING PERSONS: MSD Capital, L.P., a Delaware limited partnership
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	74-2880190
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,032,600
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			2,032,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,032,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	8.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 256743-10-5  Page 3  of  5 

1	NAMES OF REPORTING PERSONS: MSD SBI, L.P., a Delaware limited partnership
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	61-1420251
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,032,600
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			2,032,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,032,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	8.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

TABLE OF CONTENTS

	Item 3. Source and Amount of Funds or Other Consideration.
	Item 5. Interest in Securities of the Issuer.
	Item 7. Material to be Filed as Exhibits.
SIGNATURE

     This Amendment No. 2 to Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of the Reporting Persons to amend the Schedule 13D that was originally filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2004, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on August 1, 2005, to reflect the change in beneficial ownership of the Reporting Persons. Except as set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D previously filed with the Commission.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby supplemented as follows:

     On April 26, 2006, SBI sold an aggregate of 500,000 shares of Common Stock of the Issuer in an open-market transaction for an aggregate sale price of approximately $24,625,000.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) As of April 27, 2006, the Reporting Persons may be deemed to beneficially own an aggregate of 2,032,600 shares of Common Stock (which represents approximately 8.2% of the outstanding Common Stock as of March 24, 2006, as disclosed in the Issuer’s Proxy Statement filed with the Commission on April 13, 2006).

(b)	Sole		Shared		Sole		Shared
	Voting		Voting		Dispositive		Dispositive
	Power		Power		Power		Power
MSD Capital, L.P.		0		2,032,600		0		2,032,600
MSD SBI, L.P.		0		2,032,600		0		2,032,600

     (c) Except as set forth below, there have been no transactions in the Common Stock by any of the Reporting Persons during the past sixty days.

     During the past sixty days, the Reporting Persons effected the following sale of shares of Common Stock in an open-market transaction:

Date	Price		MSD		SBI
04/26/2006	$	49.25		0		500,000

     (d) Not applicable.

     (e) Not applicable.

Item 7. Material to be Filed as Exhibits.

     Exhibit 1 Joint Filing Agreement, dated as of August 5, 2004, by and between MSD Capital, L.P. and MSD SBI, L.P., is hereby incorporated by reference from Exhibit 1 to the Schedule 13D originally filed with the Commission on August 5, 2004.

Page 4 of 5

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: April 28, 2006

MSD CAPITAL, L.P.
By:	MSD Capital Management LLC, its general partner

By:	/s/ Marc R. Lisker
	Marc R. Lisker
	Manager and General Counsel

MSD SBI, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner

By:	/s/ Marc R. Lisker
	Marc R. Lisker
	Manager and General Counsel

Page 5 of 5