As filed with the Securities and Exchange Commission on July 25, 1996
                                       Registration Statement No. 333-_____
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                          ------------------------

                                Form F-1/S-1
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                          ------------------------

                    CONSORCIO G GRUPO DINA, S.A. DE C.V.
         (Exact name of co-registrant as specified in its Charter)

                       CONSORTIUM G DINA GROUP, INC.
              (Translation of co-registrant name into English)

    United Mexican States                3711               Not Applicable
(State or other jurisdiction        (Primary standard       (I.R.S. Employer
     of incorporation            industrial classification  Identification No.)
     or organization)                 code number)

                             Tlacoquemecatl 41
                             Colonia del Valle
                            03100, Mexico, D.F.
                                   Mexico
                               (525) 420-3900
 (Address and telephone number of co-registrant's principal executive offices)

                         MCII HOLDINGS (USA), INC.
         (Exact name of co-registrant as specified in its Charter)

        Delaware                           3711                  86-0830781
(State or other jurisdiction        (Primary standard       (I.R.S. Employer
    of incorporation            industrial classification   Identification No.)
     or organization)                 code number)

                                 Dial Tower
                         1850 North Central Avenue
                           Phoenix, Arizona 85004
                               (602) 207-5000
 (Address and telephone number of co-registrant's principal executive offices)
                          ------------------------

                           RANDALL H. DOUD, ESQ.
                    Skadden, Arps, Slate, Meagher & Flom
                              919 Third Avenue
                          New York, New York 10022
                               (212) 735-3000
         (Name, address, including zip code, and telephone number,
       including area code, of agent for service of co-registrants)
                          ------------------------

      Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

     If any of the  securities  being  registered  on this  Form  are to be
offered on a delayed or  continuous  basis  pursuant  to Rule 415 under the
Securities Act of 1933, as amended, check the following box: |X|
     If  this  Form is  filed  to  register  additional  securities  for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration  statement number of
the earlier effective registration statement for the same offering. |_|
     If this Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c)  under the  Securities  Act,  check the  following  box and list the
Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. |_|
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
 please check the following box.  |_|

                      CALCULATION OF REGISTRATION FEE
==============================================================================
                                           Proposed  Proposed
                                           Maximum    Maximum
   Title of Each Class of    Amount to be  Offering   Aggregate   Amount of
Securities to be Registered   Registered    Price     Offering    Registration
                                           Per Unit    Price (1)    Fee
- - ------------------------------------------------------------------------------
Senior Secured Discount
     Exchange Notes due 2002  $206,499,680    100%   $206,499,680   $71,207
==============================================================================
(1)  Estimated solely for the purpose of calculating the registration fee.
                                    ------------------------

      The co-registrants hereby amend this Registration Statement on such
 date or dates as may be necessary to delay its effective date until the
 co-registrants shall file a further amendment which specifically states
 that this Registration Statement shall thereafter become effective in
 accordance with Section 8(a) of the Securities Act of 1933 or until the
 Registration Statement shall become effective on such date as the
 Commission, acting pursuant to said Section 8(a), may determine.
 -----------------------------------------------------------------------------
 -----------------------------------------------------------------------------
      [FLAG] Information contained herein is subject to completion or
 amendment. A registration statement relating to these securities has been
 filed with the Securities and Exchange Commission. These securities may
 not be sold nor may offers to buy be accepted prior to the time the
 registration statement becomes effective. This Prospectus shall not
 constitute an offer to sell or the solicitation of an offer to buy nor
 shall there be any sale of these securities in any jurisdiction in which
 such offer, solicitation or sale would be unlawful prior to registration
 or qualification under the securities laws of any such jurisdiction.

                       Subject to Completion
                 Preliminary Prospectus Dated July 25, 1996

      Offer for all Outstanding Senior Secured Discount Notes due 2002
      in Exchange for Senior Secured Discount Exchange Notes due 2002
                                     of
                    CONSORCIO G GRUPO DINA, S.A. DE C.V.
                                    and
                         MCII HOLDINGS (USA), INC.
      The Exchange Offer will expire at 5:00 P.M., New York City time,
                    on __________, 1996, unless extended


      Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation ("Grupo
 Dina"), and MCII Holdings (USA), Inc., a Delaware corporation and a
 wholly-owned subsidiary of Grupo Dina ("MCII Holdings" and, together with
 Grupo Dina, the "Issuers"), hereby offer, upon the terms and subject to
 the conditions set forth in this Prospectus and the accompanying Letter of
 Transmittal (which together constitute the "Exchange Offer"), to exchange
 an aggregate principal amount of up to $206,499,680 of Senior Secured
 Discount Exchange Notes due 2002 (the "New Notes") of the Issuers, which
 have been registered under the Securities Act of 1933, as amended (the
 "Securities Act"), for a like principal amount of the issued and
 outstanding Senior Secured Discount Notes due 2002 (the "Old Notes" and,
 with the New Notes, the "Notes"), of the Issuers from the holders thereof.
 The terms of the New Notes are identical in all material respects to the
 Old Notes, except for certain transfer restrictions and registration
 rights relating to the Old Notes and except that, if the Exchange Offer is
 not consummated by December 30, 1996, the Old Notes will bear additional
 interest as described herein. See "Description of the Notes." The Old
 Notes were issued on June 3, 1996 pursuant to an offering exempt from
 registration under the Securities Act in which Old Notes were exchanged
 for 10 1/2% Guaranteed Notes due 1997 (the "Eurobonds") of Grupo Dina.

      The Issuers are jointly and severally liable with respect to payments
 of principal and interest on the Notes. It is intended that all payments
 in respect of the Notes will be paid by Grupo Dina, and that payments will
 be made by MCII Holdings only in the event of a failure to pay by Grupo
 Dina. MCII Holdings will have subrogation rights against Grupo Dina if
 MCII Holdings is required to make any payments under the Notes. Such
 subrogation rights will be subordinated to the prior payment in full of
 the Notes. Holders of the New Notes, by their acceptance of the New Notes,
 will agree to report the New Notes as indebtedness of Grupo Dina which is
 guaranteed by MCII Holdings for all tax purposes. In addition, Grupo Dina
 and MCII Holdings have treated the Old Notes, and intend to treat the New
 Notes, as debt of Grupo Dina guaranteed by MCII Holdings for all tax
 purposes. The Notes will be redeemable at the option of Grupo Dina, in
 whole or in part, at any time on or after November 15, 1998, at a
 redemption price of 100% of the principal amount thereof, plus accrued and
 unpaid interest, if any, to the redemption date. The Old Notes are, and
 the New Notes will be, dated as of, and accrue interest from, November 18,
 1995 and will bear interest at the rate of 12% per annum through maturity;
 provided, that, if the Notes are not rated either BB- or better by
 Standard & Poor's Corporation ("S&P") or Ba3 or better by Moody's
 Investors Service, Inc. ("Moody's") at November 15, 1999 the per annum
 interest rate shall be increased on such date to 15% until maturity. Prior
 to and including the interest payment due on November 15, 1998, the Notes
 will accrue interest on a zero coupon basis and, accordingly, the
 principal value of the Notes will accrete from US$705.65 as of November
 18, 1995 for each US$1,000 in principal amount to US$1,000 at November 15,
 1998. Thereafter, all interest will be payable in cash semiannually on May
 15 and November 15 of each year, commencing May 15, 1999. See "Description
 of the Notes."

 (Cover continued on next page)

      SEE "RISK FACTORS" COMMENCING ON PAGE 9 OF THIS PROSPECTUS FOR A
 DESCRIPTION OF CERTAIN RISKS TO BE CONSIDERED BY HOLDERS WHO TENDER THEIR
 OLD NOTES IN THE EXCHANGE OFFER.


       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
         COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
                THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
         ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



               The date of this Prospectus is __________, 1996.

(Cover continued from previous page)

      The Old Notes are, and the New Notes will be, general senior
 obligations of the Issuers. MCII Holdings' obligation under the Old Notes
 is, and under the New Notes will be, secured by (i) a pledge of the common
 stock ("MCII Shares") of Motor Coach Industries International, Inc.
 ("MCII"), a Delaware corporation which is a direct subsidiary of MCII
 Holdings, (ii) a pledge of all certificates representing any of the
 pledged MCII Shares, and (iii) a perfected first priority security
 interest in any cash or Cash Equivalents (as defined herein) deposited
 with the Trustee (as defined herein). Under certain circumstances,
 collateral in the form of MCII Shares may be released by the Trustee and
 sold by MCII Holdings. The obligation of Grupo Dina in respect of the New
 Notes will rank pari passu with the Old Notes and with all other
 outstanding unsecured and unsubordinated obligations of Grupo Dina,
 present or future, other than obligations which are mandatorily preferred
 by statute or operation of law. The obligation of MCII Holdings in respect
 of the New Notes will rank pari passu with the Old Notes and, by reason of
 its being secured by collateral, will effectively rank senior to any
 outstanding unsecured obligations of MCII Holdings. See "Description of
 the Notes."

      For each Old Note accepted for exchange, the holder of such Old Note
 will receive a New Note having a principal amount equal to that of the
 surrendered Old Note. Old Notes accepted for exchange will cease to accrue
 interest from and after the date of consummation of the Exchange Offer.
 Holders of Old Notes whose Old Notes are accepted for exchange will not
 receive any payment in respect of interest on such Old Notes otherwise
 payable on any interest payment date the record date for which occurs on
 or after consummation of the Exchange Offer.

      The New Notes are being offered hereunder in order to satisfy certain
 obligations of the Issuers contained in the Registration Agreement dated
 June 3, 1996 among the Issuers and the other signatories thereto (the
 "Registration Agreement"). See "The Exchange Offer--Consequences of
 Exchanging Old Notes" for a discussion of the Issuers' belief, based on
 interpretations by the staff of the Securities and Exchange Commission
 (the "SEC") as set forth in no-action letters issued to third parties, as
 to the transferability of the New Notes upon satisfaction of certain
 conditions. Each broker-dealer that receives New Notes for its own account
 pursuant to the Exchange Offer must acknowledge that it will deliver a
 prospectus in connection with any resale of such New Notes. The Letter of
 Transmittal states that, by so acknowledging and by delivering a
 prospectus, a broker-dealer will not be deemed to admit that it is an
 "underwriter" within the meaning of the Securities Act. This Prospectus,
 as it may be amended or supplemented from time to time, may be used by a
 broker- dealer in connection with resales of New Notes received in
 exchange for Old Notes where such Old Notes were acquired by such
 broker-dealer as a result of market-making activities or other trading
 activities. The Issuers have agreed that starting on the Expiration Date
 (as defined herein) and ending on the close of business on the first
 anniversary of the Expiration Date, they will make this Prospectus
 available to any broker-dealer for use in connection with any such resale.
 See "Plan of Distribution."

      The Issuers will not receive any proceeds from the Exchange Offer.
 The Issuers will pay expenses in connection with the Exchange Offer 
 estimated to be approximately $______.  Tenders of Old Notes pursuant to 
 the Exchange Offer may be withdrawn at any time prior to the Expiration 
 Date. In the event the Issuers terminate the Exchange Offer and do not 
 accept for exchange any Old Notes, the Issuers will promptly return the 
 Old Notes to the holders thereof.  See "The Exchange Offer."

      There is no existing trading market for the New Notes, and there can
 be no assurance regarding the future development of a market for the New
 Notes, or the ability of holders of the New Notes to sell their New Notes
 or the price at which such holders may be able to sell their New Notes.
 The Issuers do not intend to apply for listing or quotation of the New
 Notes on any securities exchange or stock market.



                             AVAILABLE INFORMATION

      The Issuers have filed with the SEC a Registration Statement (the
 "Registration Statement") under the Securities Act with respect to the New
 Notes being offered by this Prospectus. This Prospectus does not contain
 all the information set forth in the Registration Statement and the
 exhibits thereto, to which reference is hereby made. Any statements made
 in this Prospectus concerning the provisions of certain documents are not
 necessarily complete and, in each instance, reference is made to the copy
 of such documents filed as an exhibit to the Registration Statement.

      Grupo Dina is subject to the information and reporting requirements
 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
 Act"), applicable to foreign private issuers. In accordance therewith
 Grupo Dina files reports and other information with the SEC. MCII Holdings
 is not currently subject to the information and reporting requirements of
 the Exchange Act. As a result of the Exchange Offer, MCII Holdings will
 become subject to the informational requirements of the Exchange Act
 applicable to domestic issuers and as such will be required to file with
 the SEC periodic reports, but would not be required to file proxy or
 information statements.

      Reports and other information filed by Grupo Dina or MCII Holdings
 with the SEC can be inspected and copied at the public reference
 facilities maintained by the Commission at Room 1024, 450 Fifth Street,
 N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at 13th
 Floor, 7 World Trade Center, New York, New York 10048 and at Citicorp
 Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
 Copies of such material can also be obtained by mail from the Public
 Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
 20549, at prescribed rates. The SEC maintains a Web site
 (http://www.sec.gov) that contains reports, proxy and information
 statements and other information regarding registrants that file
 electronically with the SEC (such as MCII Holdings). In addition, reports
 and other information filed by Grupo Dina may be inspected at the offices
 of the New York Stock Exchange (the "NYSE"), 11 Wall Street, New York, New
 York 10005, on which American Depositary Shares ("ADSs") representing
 shares of Grupo Dina stock are listed. Reports and information of a public
 nature filed by Grupo Dina are available for review at the offices of the
 Bolsa Mexicana de Valores (the "Mexican Stock Exchange").

      Each of the Issuers is required under the Indenture among the Issuers
 and IBJ Schroder Bank & Trust Company, as trustee (the "Trustee"),
 pursuant to which the Old Notes have been, and the New Notes will be,
 issued (the "Indenture"), to furnish the Trustee with copies of all
 reports required to be filed by it with the SEC under the Exchange Act,
 including annual reports in English, which will include a review of
 operations and annual audited financial statements prepared, with respect
 to Grupo Dina, in conformity with generally accepted accounting principles
 in Mexico ("Mexican GAAP") together with a reconciliation of net income
 and total stockholders' equity to generally accepted accounting principles
 in the United States ("U.S. GAAP") and, with respect to MCII Holdings, in
 conformity with U.S. GAAP. Upon receipt thereof, the Trustee will promptly
 mail such reports to all holders of the New Notes.

                      ENFORCEABILITY OF CIVIL LIABILITIES
                            AGAINST FOREIGN PERSONS

      Most of the directors and officers of Grupo Dina and MCII Holdings,
 as well as certain of the experts named herein, reside in Mexico and all
 or a substantial portion of the assets of these persons and of Grupo Dina
 are located in Mexico. As a result, it may not be possible for investors
 to effect service of process in the United States upon such persons or to
 enforce against them or Grupo Dina in U.S. courts judgments predicated
 upon the civil liability provisions of the U.S. federal securities laws.
 Grupo Dina has been advised by its Mexican counsel, Ritch, Heather y
 Mueller, S.C., that there is doubt as to the enforceability, in original
 actions in Mexican courts, of liabilities predicated solely on the U.S.
 federal securities laws and as to the enforceability in Mexican courts of
 judgments of U.S. courts obtained in actions predicated upon the civil
 liability provisions of the U.S. federal securities laws.

      Under Mexican law, in the event that proceedings are brought in
 Mexico seeking to enforce obligations under the New Notes, such
 obligations may be paid in Pesos at the rate of exchange in effect on the
 date and in the place payment occurs. Such rate is currently determined by
 Banco de Mexico (the "Bank of Mexico") and published in the Diario Oficial
 de la Federacion every business day in Mexico.

      The names of certain of Grupo Dina's coaches -- DINA(R), DIMEX(R),
 Avante(R), Avante Plus(R) and Dorado(R) -- are registered trademarks of
 Grupo Dina. The names of Grupo Dina's other coaches -- Paradiso(R) and
 Viaggio(R) -- are registered trademarks of Marcopolo S.A. ("Marcopolo").
 MCI(R) is a registered trademark of MCII. MCII has applied for but not yet
 received trade name protection for the name "MCII" and trademark
 protection for "COACHGUARD" and "DIESEL GUARD."


                      PRESENTATION OF CERTAIN INFORMATION

      On January 1, 1993, the Mexican Congress approved the establishment
 of a new currency unit, the New Peso, which replaced the previous currency
 unit (the "Old Peso") at the rate of one New Peso per one thousand Old
 Pesos. Effective January 1, 1996, the New Peso was replaced by the Peso,
 at the rate of one Peso per one New Peso, as Mexico's currency unit. In
 this Prospectus, references to "$", "US$" and "Dollars" are to United
 States Dollars, references to "C$" are to Canadian dollars and references
 to "Ps" or "Pesos" are to Pesos. All New Peso amounts for periods prior to
 January 1, 1996 and all Old Peso amounts for periods prior to January 1,
 1993, have been expressed in Pesos. Certain amounts (including percentage
 amounts) which appear in this Prospectus have been rounded.

      Grupo Dina maintains its financial books and records in Pesos and
 prepares its consolidated financial statements in conformity with Mexican
 GAAP, which differs in certain respects from U.S. GAAP. Notes 1, 23 and 24
 to the audited consolidated financial statements of Grupo Dina contained
 elsewhere in this Prospectus provide a description of the principal
 differences between Mexican GAAP and U.S. GAAP, as they relate to Grupo
 Dina, and a reconciliation to U.S. GAAP of net income and total
 stockholders' equity.

      The Mexican Institute of Public Accountants has issued Bulletin B-10,
 "Recognition of the Effects of Inflation on Financial Information," and
 Bulletin B-12, "Statement of Changes in Financial Position." Bulletin B-10
 outlines the inflation accounting methodology employed by companies
 reporting under Mexican GAAP. Inflation adjusted accounting is mandatory
 for Mexican companies. The third amendment to Bulletin B-10, which has
 been effective since January 1, 1990, calls for all financial information
 (including historical statements) to be presented in constant Pesos as of
 the date of the most recent balance sheet. The intended effect of such
 restatements is to present all information for comparable periods in
 comparable monetary units and thereby eliminate the distorting effect of
 inflation in the financial statements. Unless otherwise stated herein, all
 of the financial information included in this Prospectus is presented in
 constant Pesos as of March 31, 1996.

                                EXCHANGE RATES

      For the convenience of the reader, this Prospectus contains
 translations of certain Peso amounts into Dollars at specified exchange
 rates published by the Bank of Mexico. Unless otherwise indicated, Dollar
 equivalent information is based on the exchange rate reported by the Bank
 of Mexico on March 31, 1996, which was Ps 7.5375 = US$1.00. The exchange
 rate reported as of December 31, 1995, was Ps 7.7396 = US$1.00. The noon
 buying rate (the "Noon Buying Rate") in New York City for cable transfers
 payable in Pesos, as certified by the Federal Reserve Bank of New York for
 customs purposes on July 24, 1996 was 7.6070 Pesos = US$1.00. The Noon
 Buying Rates on March 31, 1996 and December 31, 1995 were Ps 7.5375 =
 US$1.00 and Ps 7.7396 = US$1.00, respectively. No representation is made
 that the Peso or Dollar amounts set forth in this Prospectus could be
 converted into Dollars or Pesos, as the case may be, at any particular
 exchange rate or at all.


                                    SUMMARY

      The following summary is qualified in its entirety by, and should be
 read in conjunction with, the more detailed information and financial
 statements and the notes thereto appearing elsewhere in this Prospectus.
 As used herein, unless the context otherwise requires, "Grupo Dina" means
 Consorcio G Grupo Dina, S.A. de C.V. and its consolidated subsidiaries,
 "MCII Holdings" means MCII Holdings (USA), Inc., a wholly-owned subsidiary
 of Grupo Dina, and "MCII" means Motor Coach Industries International, Inc.
 and its consolidated subsidiaries. Unless otherwise defined herein,
 capitalized terms used in this summary have the respective meanings
 ascribed to them elsewhere in this Prospectus. See "Risk Factors" for a
 discussion of certain factors that should be considered in connection with
 the Exchange Offer.

Consorcio G Grupo Dina, S.A. de C.V.

      Grupo Dina is one of the leading suppliers of medium-duty and
 heavy-duty trucks in Mexico in the combined Class 5, 6, 7 and 8 truck
 market. Grupo Dina is a domestic manufacturer of European-style intercity
 coaches in Mexico and a major supplier of intercity coaches used primarily
 in the executive and first-class service segments of the Mexican intercity
 transportation market. Grupo Dina also manufactures and distributes
 replacement parts for trucks and coaches and plastic components for truck,
 coach, bus and other industries. See "Business of Grupo Dina." The
 principal executive offices of Grupo Dina are located at Tlacoquemecatl 41
 Colonia Del Valle, 03100, Mexico D.F., Mexico, (525) 420-3900.

MCII Holdings (USA), Inc.

      MCII Holdings is a Delaware corporation and a wholly-owned subsidiary
 of Grupo Dina. MCII Holdings is a limited purpose corporation and will
 conduct virtually no operations for so long as the Notes are outstanding.
 Until such time as the MCII Shares are sold in accordance with the terms
 set forth herein, MCII Holdings' wholly owned subsidiary will be MCII.
 MCII Holdings, through its wholly owned subsidiary, MCII, designs,
 manufactures, assembles and markets intercity coaches and replacement
 parts for coaches and transit buses, principally in the United States and
 Canada. See "Business of MCII Holdings." The principal executive offices
 of MCII Holdings are located at Dial Tower, 1850 North Central Avenue,
 Phoenix, Arizona 85004, (602) 207-5000.


                              The Exchange Offer

Securities Offered............     Up to $206,499,680 aggregate principal
                                   amount of Senior Secured Discount Exchange
                                   Notes due 2002, which have been registered
                                   under the Securities Act.  The terms of
                                   the New Notes and the Old Notes are
                                   identical in all material respects, except
                                   for certain transfer restrictions and
                                   registration rights relating to the Old
                                   Notes and except that, if the Exchange
                                   Offer is not consummated by December 30,
                                   1996, the Old Notes will bear additional
                                   interest as described herein.  See
                                   "Description of the Notes-- Registration
                                   Rights."

The Exchange Offer............     The New Notes are being offered in
                                   exchange for a like princi- pal amount of
                                   Old Notes.  The issuance of the New Notes
                                   is intended to satisfy obligations of the
                                   Issuers contained in the Registration
                                   Agreement.  For procedures for tendering,
                                   see "The Exchange Offer."

Tenders, Expiration Date;
Withdrawal

                                    The Exchange Offer will expire at 5:00
                                    p.m., New York City time, on
                                    __________, 1996, or such later date
                                    and time to which it is extended. The
                                    tender of Old Notes pursuant to the Ex-
                                    change Offer may be withdrawn at any
                                    time prior to the Expira- tion Date.
                                    Any Old Note not accepted for exchange
                                    for any reason will be returned without
                                    expense to the tendering holder thereof
                                    as promptly as practicable after the
                                    expiration or termination of the
                                    Exchange Offer.

Certain Tax Consequences......     The exchange of Old Notes for New Notes
                                   pursuant to the Ex- change Offer will not
                                   be subject to Mexican or U.S. income tax.
                                   See "Tax Considerations."

Use of Proceeds...............     There will be no proceeds to the
                                   Issuers from the exchange pursuant to
                                   the Exchange Offer.

Exchange Agent................     IBJ Schroder Bank & Trust Company is
                                   serving as exchange agent (the "Exchange
                                   Agent") in connection with the Exchange
                                   Offer.


                     Consequences of Exchanging Old Notes

      Holders of Old Notes who do not exchange their Old Notes for New
 Notes pursuant to the Exchange Offer will continue to be subject to the
 provisions in the Indenture regarding transfer and exchange of the Old
 Notes and the restrictions on transfer of such Old Notes as set forth in
 the legend thereon as a consequence of the issuance of the Old Notes
 pursuant to exemptions from, or in transactions not subject to, the
 registration requirements of the Securities Act and applicable state
 securities laws. In general, the Old Notes may not be offered or sold,
 unless registered under the Securities Act, except pursuant to an
 exemption from, or in a transaction not subject to, the Securities Act and
 applicable state securities laws. The Issuers do not currently anticipate
 that they will register Old Notes under the Securities Act. See
 "Description of the Notes--Registration Rights." Based on interpretations
 by the staff of the SEC as set forth in no-action letters issued to third
 parties, the Issuers believe that New Notes issued pursuant to the
 Exchange Offer in exchange for Old Notes may be offered for resale, resold
 or otherwise transferred by holders thereof (other than any holder which
 is an "affiliate" of the Issuers within the meaning of Rule 405 under the
 Securities Act) without compliance with the registration and prospectus
 delivery provisions of the Securities Act, provided that such New Notes
 are acquired in the ordinary course of such holders' business and such
 holders have no arrangement with any person to participate in the
 distribution of such New Notes. However, the Issuers do not intend to
 request the SEC to consider, and the SEC has not considered, the Exchange
 Offer in the context of a no-action letter and there can be no assurance
 that the staff of the SEC would make a similar determination with respect
 to the Exchange Offer as in such other circumstances. Each holder, other
 than a broker- dealer, must acknowledge that it is not engaged in, and
 does not intend to engage in, a distribution of New Notes and has no
 arrangement or understanding to participate in a distribution of New
 Notes. Each broker-dealer that receives New Notes for its own account in
 exchange for Old Notes must acknowledge that such Old Notes were acquired
 by such broker-dealer as a result of market-making activities or other
 trading activities and that it will deliver a prospectus in connection
 with any resale of such New Notes. See "Plan of Distribution." In
 addition, to comply with the state securities laws, the New Notes may not
 be offered or sold in any state unless they have been registered or
 qualified for sale in such state or an exemption from registration or
 qualification is available and is complied with. The offer and sale of the
 New Notes to "qualified institutional buyers" (as such term is defined
 under Rule 144A of the Securities Act) is generally exempt from
 registration or qualification under the state securities laws. The Issuers
 currently do not intend to register or qualify the sale of the New Notes
 in any state where an exemption from registration or qualification is
 required and not available. See "The Exchange Offer--Consequences of
 Exchanging Old Notes" and "Description of the Notes--Registration Rights."


                     Summary Description of the New Notes

      The terms of the New Notes and the Old Notes are identical in all
 material respects, except for certain transfer restrictions and
 registration rights relating to the Old Notes and except that, if the
 Exchange Offer is not consummated by December 30, 1996, the Old Notes will
 bear additional interest as described under "Description of the Notes --
 Registration Rights." Old Notes accepted for exchange will cease to accrue
 interest from and after the date of consummation of the Exchange Offer.
 Holders of Old Notes whose Old Notes are accepted for exchange will not
 receive any payment in respect of interest on such Old Notes otherwise
 payable on any interest payment date the record date for which occurs on
 or after consummation of the Exchange Offer.

Securities Offered............     Up to US$206,499,680 aggregate principal
                                   amount of Senior Secured Discount Exchange
                                   Notes due 2002, which have been registered
                                   under the Securities Act, each with an
                                   initial accreted value as of November 18,
                                   1995 of US$705.65 for each US$1,000 in
                                   principal amount.

Payment of Interest...........     The Old Notes are, and the New Notes will
                                   be, dated as of, and accrue interest from,
                                   November 18, 1995 and will bear interest
                                   at the rate of 12% per annum through
                                   maturity; provided, that, if the Notes are
                                   not rated either BB- or better by S&P or
                                   Ba3 or better by Moody's at November 15,
                                   1999 the per annum interest rate shall be
                                   increased on such date to 15% until
                                   maturity.  Prior to and including the
                                   interest payment due on November 15, 1998,
                                   the Notes will accrue interest on a zero
                                   coupon basis and, accordingly, the
                                   accreted value of the Notes will accrete
                                   from US$705.65 as of November 18 1995 for
                                   each US$1,000 in principal amount to
                                   US$1,000 at November 15, 1998.  Thereaf-
                                   ter, all interest will be payable in cash
                                   semiannually on May 15 and November 15 of
                                   each year, commencing May 15, 1999.

Repayment of Principal........     Principal of the Notes will be payable in
                                   full on November 15, 2002.

Optional Redemption...........     The Notes will be redeemable at the option
                                   of Grupo Dina, in whole or in part, at any
                                   time on or after November 15, 1998 at 100%
                                   of the principal amount thereof plus
                                   accrued and unpaid interest.

Security......................     MCII Holdings' obligation under the Old
                                   Notes is, and under the New Notes will be,
                                   secured by (i) a pledge of MCII Shares and
                                   (ii) a perfected first priority security
                                   interest in any cash or Cash Equivalents
                                   deposited with the Trustee under the
                                   Indenture governing the New Notes.  Under
                                   certain circumstances, collateral in the
                                   form of MCII Shares may be released by the
                                   Trustee and sold by MCII Holdings.  See
                                   "Description of the Notes."

Change of Control.............     Upon a Change of Control, each holder of
                                   New Notes shall have the right to require
                                   Grupo Dina and MCII Holdings to repur-
                                   chase all or any part of the outstanding
                                   New Notes at a purchase price equal to the
                                   Accreted Value thereof, if on or prior to
                                   November 15, 1998, and equal to the
                                   aggregate principal amount thereof, plus
                                   accrued and unpaid interest, if any,
                                   thereafter.  See "Description of the
                                   Notes--Change of Control."

Ranking.......................     The obligation of Grupo Dina in respect of
                                   the New Notes will rank pari passu with
                                   the Old Notes and with all other outstand-
                                   ing unsecured and unsubordinated
                                   obligations of Grupo Dina, present or
                                   future, other than obligations which are
                                   mandatorily preferred by statute or by
                                   operation of law.  The obligation of MCII
                                   Holdings in respect of the New Notes will
                                   rank pari passu with the Old Notes and, by
                                   reason of its being secured by collateral,
                                   effectively senior to any outstanding
                                   unsecured obligations of MCII Holdings.

Form and Denominations........     New Notes will generally be issued in
                                   denominations of US$1,000 and integral
                                   multiples of US$1,000.

Covenants.....................     The indenture governing the Notes provides
                                   for certain affirma- tive and negative
                                   covenants by MCII Holdings and to a lesser
                                   extent by Grupo Dina for the benefit of
                                   the holders of Notes.

Use of Proceeds...............     The Issuers will not receive any proceeds
                                   from the Exchange Offer.

Exchange Offer; Registration
Rights........................     Holders of New Notes are not entitled to
                                   any registration rights with respect to
                                   the New Notes. Pursuant to the
                                   Registration Agreement, the Issuers
                                   agreed to file, at their cost, a
                                   registration statement with respect to
                                   the Exchange Offer. The Registration
                                   Statement of which this Prospectus is a
                                   part constitutes the registration
                                   statement for the Exchange Offer. See
                                   "Description of the Notes--Registration
                                   Rights."

Governing Law.................     The Notes and any controversy arising
                                   thereunder will be governed by the laws of
                                   the State of New York.


                                 Risk Factors

      Prospective purchasers of the New Notes should consider carefully all
 of the information set forth in this Prospectus and, in particular, should
 evaluate the specific factors set forth under "Risk Factors" before making
 a decision to tender their Old Notes in the Exchange Offer.



                                  Grupo Dina
                            Summary Financial Data

      The following summary consolidated financial data as of and for the
 years ended December 31, 1991, 1992, 1993, 1994 and 1995 were derived from
 the audited consolidated financial statements of Grupo Dina. The summary
 consolidated financial data as of and for the three months ended March 31,
 1995 and 1996 were derived from the unaudited consolidated financial
 statements of Grupo Dina. The unaudited financial statements for the three
 months ended March 31, 1995 and 1996 include all adjustments, consisting
 of only normal recurring adjustments, that management considers necessary
 for fair presentation of the financial position and results of operations
 for the periods then ended. Results of operations for the three months
 ended March 31, 1996 are not necessarily indicative of results which may
 be expected for the entire year. The following summary consolidated
 financial data should be read in conjunction with "Selected Financial Data
 of Grupo Dina", "Management's Discussion and Analysis of Financial
 Condition and Results of Operations of Grupo Dina" and the consolidated
 financial statements of Grupo Dina and notes thereto included elsewhere in
 this Prospectus. The consolidated financial statements of Grupo Dina are
 prepared in accordance with Mexican GAAP, which differs in certain
 respects from U.S. GAAP.



                                                                        GRUPO DINA
                                                          CONSOLIDATED FINANCIAL INFORMATION
                                     ----------------------------------------------------------------------
                                                                  YEAR ENDED DECEMBER 31,
                                     ----------------------------------------------------------------------
                                             1991        1992(2)         1993           1994           1995
                                             ----        -------         ----           ----           ----
                                                        (IN MILLIONS, EXCEPT SHARE, PER SHARE AND PER ADS
 INCOME STATEMENT INFORMATION:
 MEXICAN GAAP:
                                                                                    
      NET SALES                        PS 3,966.6     PS 4,542.1   PS 4,920.6    PS 4,066.3     PS 4,456.8
      OPERATING INCOME                      594.1          474.7        514.2        (274.5)         (64.9)
      NET INCOME (LOSS),
        MAJORITY INTEREST(4)                571.0          487.1        437.6        (953.9)        (498.0)
      NET INCOME (LOSS) PER
        SHARE, MAJORITY INTEREST             6.48           2.87         2.25         (4.23)         (1.93)
      NET INCOME (LOSS) PER
        ADS, MAJORITY INTEREST              25.93          11.47         8.98        (16.92)         (7.72)
      CASH DIVIDENDS PER SHARE(5)               0           1.05         0.39          0.15              0


      CASH DIVIDENDS PER ADS(5)                 0           4.21         1.57          0.57              0


      WEIGHTED AVERAGE
        SHARES OUTSTANDING             88,082,620    169,833,640  194,866,714   225,490,658    258,026,136

 U.S. GAAP:

      NET SALES                        PS 3,966.6     PS 4,542.1   PS 4,920.6    PS 4,066.3     PS 4,456.8
      NET INCOME (LOSS)(4)                  524.4          434.1        377.1        (503.0)        (267.3)
      NET INCOME (LOSS) PER ADS             23.82          10.21         7.76         (8.92)         (4.16)
      WEIGHTED AVERAGE
       ADSS OUTSTANDING                22,020,655     42,458,410   48,716,679     56,372,665     64,506,534

 NUMBER OF NEW UNITS SOLD:
      COACHES                                 984          1,165        1,818            804          1,176
      TRUCKS                               11,233         12,631       11,365         10,463          2,520





                                                    GRUPO DINA
                                        CONSOLIDATED FINANCIAL INFORMATION
                                        ------------------------------------
                                                THREE MONTHS
                                                    ENDED
                                                   MARCH 31
                                       -------------------------------------
                                       1995           1996           1996(1)
                                       ----           ----           ------
                                       (IN MILLIONS, EXCEPT SHARE, PER
                                             SHARE AND PER ADS
 INCOME STATEMENT INFORMATION:                INFORMATION)(2)
 MEXICAN GAAP:
      NET SALES                      PS 1415.4     PS 1,257.8    US$ 166.9
      OPERATING INCOME                     9.0           35.2          4.7
      NET INCOME (LOSS),                      
        MAJORITY INTEREST(4)            (435.6)          94.0         12.6
      NET INCOME (LOSS) PER                   
        SHARE, MAJORITY INTEREST         (1.69)          0.36         0.05
      NET INCOME (LOSS) PER                   
        ADS, MAJORITY INTEREST           (6.75)          1.46         0.19
      CASH DIVIDENDS PER SHARE(5)            0              0            0
      CASH DIVIDENDS PER ADS(5)              0              0            0
      WEIGHTED AVERAGE                        
        SHARES OUTSTANDING         258,026,136    258,026.136  258,026,136
                                              
 U.S. GAAP:                                   
                                              
      NET SALES                      PS 1,415.4    PS 1,257.8    US$ 166.9
                                              -             -            -
      NET INCOME (LOSS)(4)                    -             -            -
      NET INCOME (LOSS) PER ADS               
      WEIGHTED AVERAGE               64,506,534    64,506,534   64,506,534
       ADSS OUTSTANDING                       
                                              
 NUMBER OF NEW UNITS SOLD:
      COACHES                               281           323          323
      TRUCKS                                826           512          512





                                                              DECEMBER 31,                                    MARCH 31,
                                      -------------------------------------------------------        ---------------------------
                                                                                                 
                                      1991       1992         1993          1994         1995        1995        1996    1996(1)
                                      ----       ----         ----          ----         ----        ----        ----    -------
BALANCE SHEET INFORMATION:
MEXICAN GAAP:
 PROPERTY, PLANT AND EQUIPMENT,
   NET                             PS 532.8  PS  699.2    PS  904.4    PS 1,367.8   PS 1,542.3  PS 1,437.8  PS 1,551.1  US $205.8
 TOTAL ASSETS                       2,452.9    2,849.4      3,795.9       7,734.9      7,363.4     7,891.7     6,943.6      921.2
 TOTAL LONG-TERM DEBT                 523.5      892.1        822.2       4,107.1      4,342.6     5,073.3     4,002.3      531.0
 TOTAL STOCKHOLDERS' EQUITY,          776.3      975.4      1,980.0       1,844.1      1,741.5     1,276.4     1,724.0      228.7
   MAJORITY INTEREST(6)

U.S. GAAP:
 TOTAL ASSETS (7)                   2,452.9    2,849.3      3,795.9       8,643.4      7,363.4     7,891.7     6,943.6      921.2
 TOTAL STOCKHOLDERS' EQUITY,          557.5      710.8      1,654.8       2,114.2      1,860.4           -           -          -
   MAJORITY INTEREST(6)



- - ------------------------

(1)     Translations of Pesos into U.S. dollars have been made at the rate
        of Ps 7.5375 to US$1.00. Such translations are provided solely for
        the convenience of the reader and do not reflect the financial
        information in accordance with generally accepted accounting
        principles for foreign currency translation.

(2)     In February 1992, Grupo Dina's coach assembly lines were shut down
        for a three-month period for planned modernization and expansion.
        Production resumed in April 1992 on a limited basis for a
        three-month period, with full production commencing in August 1992.

(3)     Each Common and Series L ADS represents four shares of Common and
        Series L Stock, respectively.

(4)     Net income for the years ended December 31, 1991, 1992, 1993, 1994
        and 1995 is shown after elimination of the income attributable to
        the minority interest in Camiones. Under U.S. GAAP, income before
        extraordinary credits for the years ended December 31, 1991, 1992,
        1993, 1994 and 1995 and net income for the corresponding periods
        are identical.

(5)     Dividends are calculated on the basis of the Pesos amount and the
        number of outstanding shares of Common and Series L Stock or Common
        and Series L ADSs, as the case may be, on the date the dividends
        were declared.

(6)     Stockholders' equity for the years ended December 31, 1991, 1992,
        1993, 1994 and 1995 is shown after elimination of the income
        attributable to the minority interests in Camiones.

(7)     Total assets under U.S. GAAP as of December 31, 1994 differ from
        Mexican GAAP because of "pushdown" accounting for goodwill.





                                 MCII Holdings
                            Summary Financial Data

      MCII Holdings was incorporated in connection with the issuance of the
 Old Notes and carries out its opera- tions through MCII and MCII's
 subsidiaries. MCII Holdings was formed for the purpose of holding MCII as
 its wholly owned subsidiary. On May 28, 1996, Grupo Dina transferred to
 MCII Holdings all 100 shares of MCII, $.01 par value common stock, in
 exchange for which MCII Holdings issued to Grupo Dina all 1,000 shares of
 its $.01 par value common stock. As a result of this exchange between
 entities under common control, the transaction was accounted for at
 historical cost in a manner similar to that in a pooling of interests and,
 therefore, all prior financial statements presented have been restated as
 if the exchange took place at the beginning of such periods. The following
 summary consolidated financial data as of and for the twelve months ended
 December 31, 1991, 1992, 1993, the seven months ended July 31, 1994, the
 five months ended December 31, 1994 and the twelve months ended December
 31, 1995 were derived from the audited financial statements of MCII
 Holdings. The summary consolidated financial data as of and for the three
 months ended March 31, 1995 and 1996 has been derived from the unaudited
 consolidated financial statements of MCII Holdings. The unaudited
 financial statements for the three months ended March 31, 1995 and 1996
 include all adjustments, consisting of only normal recurring adjustments,
 that management considers necessary for fair presentation of the financial
 position and results of operations for the periods then ended. Results of
 operations for the three months ended March 31, 1996 are not necessarily
 indicative of results which may be expected for the entire year.

      The Dial Corp. ("Dial") sold MCII pursuant to an initial public
 offering on August 12, 1993. As a result, for periods prior to August 12,
 1993, the summary consolidated financial data of MCII Holdings set forth
 below represent the combined operating results and activities of Dial's
 transportation manufacturing and replacement parts segment now conducted
 by MCII Holdings, excluding the Canadian transit bus manufacturing
 business formerly conducted by Dial that is not owned by MCII Holdings. In
 accordance with U.S. GAAP, the assets and liabilities of the
 transportation manufacturing and replacement parts business have been
 reflected in the consolidated financial statements of MCII Holdings on the
 basis of Dial's historical costs. Operating results and activities
 subsequent to August 12, 1993 mean the consolidated results and activities
 of MCII Holdings and its subsidiaries. On August 8, 1994, Grupo Dina
 acquired all of the issued and outstanding common stock of MCII (the
 "Merger"). The Merger was accounted for as a purchase in accordance with
 Accounting Principles Board Opinion No. 16 and therefore, the assets and
 liabilities of MCII were stated at their estimated fair values as of the
 acquisition date ("purchase accounting"). The excess of the consideration
 paid by Grupo Dina over the estimated fair value of the net assets
 acquired was recorded as goodwill in MCII's financial statements. As a
 result of the application of purchase accounting, the financial statements
 before and after the Merger may not be comparable in all material
 respects. For financial reporting purposes, the Merger was accounted for
 effective August 1, 1994. Therefore, all financial information for periods
 prior to August 1, 1994, is labeled as "Predecessor." The following
 summary financial data should be read in conjunction with "Selected
 Financial Data of MCII Holdings", "Management's Discussion and Analysis of
 Financial Condition and Results of Operations of MCII Holdings" and the
 consolidated financial statements of MCII Holdings and notes thereto
 included elsewhere in this Prospectus.






                                                                   PREDECESSOR

                                           --------------------------------------------------------

                                                       YEAR ENDED DECEMBER 31
                                           -------------------------------------
                                                                                         SEVEN           FIVE
                                                                                         MONTHS          MONTHS         YEAR
                                                                                         ENDED           ENDED          ENDED
                                                                                         JULY 31,     DECEMBER 31,   DECEMBER 31,
                                                1991            1992           1993       1994            1994           1995
                                           ------------    ------------    ----------   ----------   ------------   ------------
                                                         
INCOME STATEMENT INFORMATION:
   REVENUES:
                                                                                                        
      SALES..............................       US$311.4        US$337.0      US$394.1    US$271.8        US$191.8      US$509.9
      FINANCE INCOME.....................
                                                     8.0             7.0           4.9         1.3             2.6           6.4
                                           ------------    ------------    ----------   ----------   ------------  ------------
                                                   319.4\          344.0         399.0       273.1           194.4         516.3
                                           ------------    ------------    ----------   ----------   ------------  ------------
   OPERATING COSTS AND EXPENSES:
      COST OF SALES (EXCLUSIVE OF ITEMS
         SHOWN SEPERATELY BELOW).........          237.5           253.6         303.1       203.5           151.6         397.4
      PROVISION FOR RELOCATION OF
         MANUFACTURING FACILITIES........            9.6
      DEPRECIATION AND AMORTIZATION......            4.6             5.0           4.5         3.3             5.8          14.6
      INTEREST EXPENSE, FINANCE
         OPERATIONS......................            3.4             2.5            .8         0.3             0.7           2.7
      RESEARCH AND DEVELOPMENT EXPENSES..            2.5             2.3           1.4         1.3             0.5           2.9
      SELLING, GENERAL AND ADMINISTRATIVE
       EXPENSES..........................           34.9            38.0          43.9        27.8            26.6          60.4
                                            ------------    ------------    ----------  -----------   ------------  ------------
                                                   292.5           301.4         353.7       236.2           185.2         478.0
                                            ------------    ------------    ----------  -----------   ------------  ------------
   OPERATING INCOME......................           26.9            42.6          45.3        36.9             9.2          38.3
      OTHER COSTS AND EXPENSES:
      MERGER RELATED EXPENSES............                                                     11.3
      INTEREST EXPENSE...................             .8              .7           1.5         1.8             2.5          13.4
      OTHER (INCOME).....................                           (1.7)         (1.4)       (0.2)           (0.2)         (0.5)
      GAIN FROM SALE OF MARKETABLE
       SECURITIES........................                                                                                  (10.5)
      MINORITY INTERESTS.................            1.8             2.4           2.0         0.4
                                            ------------    ------------    ----------  -----------   ------------  ------------
                                                     2.6             1.4           2.1        13.3             2.3           2.4
                                            ------------    ------------    ----------  -----------   ------------  ------------
   INCOME BEFORE INCOME TAXES............           24.3            41.2          43.2        23.6             6.9          35.9
   INCOME TAXES..........................           10.0            15.7          16.6        11.5             4.0          17.6
                                            ------------    ------------    ----------  -----------   ------------  ------------
   INCOME FROM CONTINUING OPERATIONS.....           14.3            25.5          26.6        12.1             2.9          18.3
                                            ------------    ------------    ----------  -----------   ------------  ------------
   DISCONTINUED OPERATIONS...............          (30.2)          (46.6)        (60.4)       (3.5)
                                            ------------    ------------    ----------  -----------   ------------  ------------
   INCOME (LOSS) BEFORE CUMULATIVE
      EFFECT OF CHANGE IN ACCOUNTING
      PRINCIPLE..........................          (15.9)          (21.1)        (33.8)        8.6             2.9          18.3
   CUMULATIVE EFFECT OF CHANGE IN
      ACCOUNTING PRINCIPLE(1)............                           (2.9)
                                            ------------    ------------    ----------  -----------   ------------  ------------
   NET INCOME (LOSS)                           US$(15.9)       US$(24.0)     US$(33.8)    US$ 8.6         US$ 2.9      US$ 18.3
                                            ============    ============    ==========  ===========   ============  ============
NUMBER OF NEW COACHES DELIVERED..........           602             776           897         628             431         1,169



                                                   Three Months Ended
                                                MARCH 31         MARCH 31
                                                   1995            1996
                                              -------------    -------------
                                              (IN MILLIONS, EXCEPT NUMBER OF
                                                  NEW COACHES DELIVERED)
INCOME STATEMENT INFORMATION:
   REVENUES:
      SALES..............................          US$123.4         US$140.6
      FINANCE INCOME.....................     
                                                        1.0              1.5
                                             -------------    -------------
                                              
                                                      124.4            142.1
                                             -------------    -------------
   OPERATING COSTS AND                        
EXPENSES:                                     
                                              
      COST OF SALES (EXCLUSIVE OF ITEMS       
         SHOWN SEPERATELY BELOW).........              94.6            112.3
      PROVISION FOR RELOCATION OF             
         MANUFACTURING FACILITIES........     
      DEPRECIATION AND AMORTIZATION......               3.3              4.1
      INTEREST EXPENSE, FINANCE               
         OPERATIONS......................               0.6              0.7
      RESEARCH AND DEVELOPMENT EXPENSES..               0.4              1.9
      SELLING, GENERAL AND ADMINISTRATIVE     
       EXPENSES..........................              14.9             15.0
                                              -------------    -------------
                                                      113.8            134.0
                                              -------------    -------------
   OPERATING INCOME......................              10.6              8.1
      OTHER COSTS AND EXPENSES:               
      MERGER RELATED EXPENSES............     
      INTEREST EXPENSE...................               2.9              3.4
      OTHER (INCOME).....................              (0.2)            (0.2)
      GAIN FROM SALE OF MARKETABLE            
       SECURITIES........................     
      MINORITY INTERESTS.................     
                                              -------------    -------------
                                                        2.7              3.2
                                              -------------    -------------
   INCOME BEFORE INCOME TAXES............               7.9              4.9
   INCOME TAXES..........................               3.7              2.5
                                              -------------    -------------
   INCOME FROM CONTINUING OPERATIONS.....               4.2              2.4
                                              -------------    -------------
   DISCONTINUED OPERATIONS...............     
                                              -------------    -------------
   INCOME (LOSS) BEFORE CUMULATIVE            
      EFFECT OF CHANGE IN ACCOUNTING          
      PRINCIPLE..........................               4.2              2.4
   CUMULATIVE EFFECT OF CHANGE IN             
      ACCOUNTING PRINCIPLE(1)............     
                                              -------------    -------------
   NET INCOME (LOSS)                               US$ 4.2          US$ 2.4
                                              =============    =============
NUMBER OF NEW COACHES DELIVERED..........              269              313






                                                                                          PREDECESSOR
                                                                    ----------------------------------------------
                                                                                     
                                                                                         DECEMBER 31,
                                                                    ----------------------------------------------
                                                                         1991             1992            1993
                                                                         ----             ----            ----
BALANCE SHEET INFORMATION:

                                                                                               
  TOTAL ASSETS..............................................         US$279.3        US$322.7         US$286.0
  WORKING CAPITAL...........................................             28.0            84.7             70.3
  LONG-TERM DEBT, INCLUDING CURRENT PORTION.................              2.6              .8             90.5







                                                                      DECEMBER 31,                   MARCH 31,
                                                               -----------------------      -----------------------
                                                                                     
                                                                                                
                                                                                     
                                                                   1994          1995          1995           1996
                                                                   ----          ----          ----           ----
BALANCE SHEET INFORMATION:        
                                  
  TOTAL ASSETS..............................................      US$558.9      US$614.0      US$589.5    US$621.0
  WORKING CAPITAL...........................................         103.3         156.7         138.9       150.6
  LONG-TERM DEBT, INCLUDING CURRENT PORTION.................         195.0         217.8         203.8       217.8
<FN>
- - ---------------------
(1)  Initial application of SFAS No. 106, "Employers' Accounting for
     Postretirement Benefits Other than Pensions."

(2)  Stockholders' equity for periods prior to August 1993 represent
     Dial's investment and advances in the transportation, manufacturing
     and replacement parts segment now conducted by MCII Holdings.






                                 RISK FACTORS

      The following factors should be considered carefully by holders
 tendering Old Notes pursuant to the Exchange Offer, although the Risk
 Factors set forth below (other than "--Consequences of Failure to Exchange
 and Requirements for Transfer of New Notes") are generally applicable to
 the Old Notes as well as the New Notes. In addition, tendering holders
 should consider, among other things, certain considerations with respect
 to investments in securities which are obligations of a United States
 company and a Mexican company, not normally associated with investments in
 securities of United States companies, including those set forth below.

Consequences of Failure to Exchange and Requirements for Transfer of New Notes

      Holders of Old Notes who do not exchange their Old Notes for New
 Notes pursuant to the Exchange Offer will continue to be subject to the
 provisions in the Indenture regarding transfer and exchange of the Old
 Notes and the restrictions on transfer of such Old Notes as set forth in
 the legend thereon as a consequence of the issuance of the Old Notes
 pursuant to exemption from, or in transactions not subject to, the
 registration requirements of the Securities Act and applicable state
 securities laws. In general, the Old Notes may not be offered or sold,
 unless registered under the Securities Act, except pursuant to an
 exemption from, or in a transaction not subject to the Securities Act and
 applicable state securities laws. The Issuers do not currently anticipate
 that they will register Old Notes under the Securities Act. Based on
 interpretations by the staff of the SEC, as set forth in no-action letters
 issued to third parties, the Issuers believe that New Notes issued
 pursuant to the Exchange Offer in exchange for Old Notes may be offered
 for resale, resold or otherwise transferred by holders thereof (other than
 any such holder which is an "affiliate" of the Issuers within the meaning
 of Rule 405 under the Securities Act) without compliance with the
 registration and prospectus delivery provisions of the Securities Act,
 provided that such New Notes are acquired in the ordinary course of such
 holders' business and such holders have no arrangement with any person to
 participate in the distribution of such New Notes. However, the Issuers do
 not intend to request the SEC to consider, and the SEC has not considered,
 the Exchange Offer in the context of a no-action letter and there can be
 no assurance that the staff of the SEC would make a similar determination
 with respect to the Exchange Offer as in such other circumstances. Each
 holder, other than a broker-dealer, must acknowledge that it is not
 engaged in, and does not intend to engage in, a distribution of New Notes
 and has no arrangement or understanding to participate in a distribution
 of New Notes. If any holder is an affiliate of any of the Issuers, is
 engaged in or intends to engage in or has any arrangement or understanding
 with respect to the distribution of the New Notes to be acquired pursuant
 to the Exchange Offer, such holder (i) could not rely on the applicable
 interpretations of the staff of the SEC and (ii) must comply with the
 registration and prospectus delivery requirements of the Securities Act in
 connection with any resale transaction. Each broker-dealer that receives
 New Notes for its own account pursuant to the Exchange Offer must
 acknowledge that it will deliver a prospectus in connection with any
 resale of such New Notes. The Letter of Transmittal states that, by so
 acknowledging and by delivering a prospectus, a broker-dealer will not be
 deemed to admit that it is an "underwriter" within the meaning of the
 Securities Act. This Prospectus, as it may be amended or supplemented from
 time to time, may be used by a broker-dealer in connection with resales of
 New Notes received in exchange for Old Notes where such Old Notes were
 acquired by such broker- dealer as a result of market-making activities or
 other trading activities. The Issuers have agreed that starting on the
 Expiration Date and ending on the close of business on the first
 anniversary of the Expiration Date, they will make this Prospectus
 available to any broker-dealer for use in connection with any such resale.
 See "Plan of Distribution." However, to comply with the state securities
 laws, the New Notes may not be offered or sold in any state unless they
 have been registered or qualified for sale in such state or an exemption
 from registration or qualification is available and is complied with. The
 offer and sale of the New Notes to "qualified institutional buyers" (as
 such term is defined under Rule 144A of the Securities Act) is generally
 exempt from registration or qualification under the state securities laws.
 The Issuers currently do not intend to register or qualify the sale of the
 New Notes in any state where an exemption from registration or
 qualification is required and not available. See "The Exchange
 Offer--Consequences of Exchanging Old Notes."


Mexican Governmental, Economic and Political Factors

      Grupo Dina is a Mexican corporation. Grupo Dina has a significant
 portion of its manufacturing facilities and assets situated in Mexico.
 Beginning in 1987, Mexico embarked on a series of economic reforms,
 including the privatization of numerous state-owned commercial ventures,
 tax reform, reduction of trade barriers, deregulation of commercial
 activity, renegotiation of external debt and substantial reduction of the
 public sector deficit. However, although the stated policy of the Mexican
 government since 1983 has been to sell non-strategic, state- owned
 enterprises, the Mexican government has exercised and continues to
 exercise a significant influence over many aspects of the Mexican economy.
 Accordingly, Mexican governmental actions concerning the economy or
 regulating certain industries could have a significant effect on private
 sector entities including Grupo Dina, and on market conditions, prices,
 and the performance of Mexican securities, including the New Notes.

      The Mexican economy has experienced gradual improvement in a number
 of areas from 1988 to 1994. However, during the early 1980s, and currently
 in 1995, the Mexican economy experienced low or negative rates of growth,
 high rates of interest, inflation, unemployment and large devaluations of
 its currency. The devaluation of the New Peso since December 1994 led to
 significant changes in the markets for Grupo Dina's products. As a result
 of the current Mexican recession, the demand in the domestic market for
 products has decreased substantially. The value of Grupo Dina's assets and
 their respective levels of earnings are expected to continue to be
 affected by such events, inflation, interest rates, future currency
 fluctuations, taxation, new regulatory environments, and other political,
 economic or diplomatic developments affecting Mexico.

      On December 1, 1994, Ernesto Zedillo Ponce de Leon was installed as
 President of Mexico. President Zedillo's administration has indicated that
 the Mexican government will continue to pursue the market-oriented
 economic policies followed by the previous administration. Nevertheless,
 there can be no assurance that the Zedillo administration, or any future
 administrations, will continue to pursue market-oriented economic
 policies.

      Certain political and economic events which occurred in Mexico during
 1994 and created economic uncertainty have continued into 1995. These
 events included an armed uprising in Chiapas where a good understanding
 between the parties has been achieved to work towards a definitive
 solution of the problem. These events also included assassinations of
 prominent Mexican public figures, including the initial presidential
 candidate of the Partido Revolucionario Institucional (the "PRI"), the
 political party that has dominated the Government of Mexico for over 65
 years. Additionally, the exchange rate policy followed by the Mexican
 Government in recent years was abandoned in December 1994. Previously, the
 Bank of Mexico permitted the exchange rate between the New Peso and the
 Dollar to fluctuate within a specified band, with only a minor daily
 adjustment to the upper limit of the band. However, the above-referenced
 political events, combined with reduced access to international financial
 markets and increasing interest rates in the United States, put strong
 pressures on the Bank of Mexico's ability to adhere to this exchange rate
 policy. A decrease in capital inflows to Mexico, coupled with a large
 current account deficit, led to diminishing foreign exchange reserves,
 ultimately resulting in the Bank of Mexico, in December 1994, allowing the
 New Peso to float freely. Between December 19, 1994 and December 31, 1994,
 the New Peso depreciated from Ps 3.46 per US$1.00 to Ps 5.00 per US$1.00,
 a 44% decline. Between January 1, 1995 and September 30, 1995, the New
 Peso devalued approximately 28% against the Dollar, decreasing from
 approximately Ps 4.995 per US$1.00 to approximately Ps 6.3848 per US$1.00.
 Since this period the value of the Peso against the Dollar has been
 subject to significant volatility. The exchange rate reported by the Bank
 of Mexico was 7.7396 Pesos per US$1.00 at December 31, 1995 and 7.4050
 Pesos per US$1.00 at April 19, 1996.

      In an effort to ease the financial crisis, the international
 community (including the International Monetary Fund, the World Bank, the
 Bank for International Settlements, the Inter-American Development Bank, a
 syndicate of commercial banks and certain Latin American governments), led
 by the United States, agreed to provide to the Government of Mexico a
 financial aid package (the "Aid Package") of approximately US$51 billion,
 which was subsequently reduced to US$26.6 billion. The Aid Package imposed
 stringent financial conditions on the Government. Under the terms of the
 Aid Package, Mexico committed to cut Government spending and have a
 surplus in 1995, pursue a tight monetary policy and allow the real supply
 of domestic credit to contract, make publicly available on a timely basis
 key fiscal and financial data on money and credit aggregates,
 international reserves, the evolution of public sector debt, and other
 measures of economic performance and continue privatizations and other
 structural reforms. No assurance can be given that the Aid Package will
 fully achieve its purpose and restore investors' confidence in the
 economy.

      The events occurring during 1994 and 1995 resulted in an economic
 recession in Mexico characterized by a strong contraction in demand for
 many products and services, including those of Grupo Dina, reduced
 availability of credit, high domestic interest rates, high inflation,
 instability of foreign exchange policies, high unemployment and the loss
 of international investor confidence in Mexico. The annual rate of
 inflation as measured by changes in the Mexican National Consumer Price
 Index ("NCPI") was 52.0% in 1995. Mexico's gross domestic product "(GDP")
 grew at an annual rate 3.5% during 1994, 0.7% during 1993 and 2.8% during
 1992. Mexico's GDP declined by 6.6% during 1995. Although Grupo Dina has
 no Dollar-denominated debt with Mexican banks, Grupo Dina cannot provide
 any assurance that actions by the Mexican Government or future
 developments in the Mexican economy, over which it has no control, will
 not continue to adversely affect operations, financial conditions or
 results.

      In response to the adverse economic situation that developed at the
 end of 1994, the administration of President Zedillo announced a series of
 initiatives. In January 1995, President Zedillo announced an emergency
 economic plan and a new accord among the Mexican Government and business
 and labor leaders called, the Acuerdo de Unidad Para Superar la Emergencia
 Economica (the "AUSEE").

      *  On March 9, 1995,  the Mexican  Government  announced  an economic
         plan called the  Programa  de Accion  para  Reforzar el AUSEE (the
         "PARAUSEE"),  which  strengthened  key  aspects of the  AUSEE.  It
         consisted of the following principal elements:

      *  The  Mexican  Government  would  seek to  increase  public  sector
         revenues.  This was to be  accomplished  by  increasing  the value
         added tax rate,  effective  April 1,  1995,  from 10% to 15%,  and
         increasing  the prices for  gasoline,  fuel oil,  natural  gas and
         electricity.

      *  The   adoption  of  fiscal   measures  to  increase   the  Mexican
         Government's  primary  surplus and promote private sector savings.
         These measures included  reductions in the number of public sector
         employees and postponement of new infrastructure projects, as well
         as investment incentives for the private sectors.

      *  A 10% raise in the minimum wage,  effective as of the beginning of
         1995. A further 12% increase was implemented as of April 1, 1995.

      *  The  adoption  of a  monetary  policy  the  goal of  which  was to
         stabilize the New Peso and thereby  induce capital  inflows.  This
         policy was  implemented  by means of strict  controls  on domestic
         credit with the  intention of creating a  significant  decrease in
         the monetary base in real terms.

      *  The continuation of a floating exchange rate policy.  Although the
         Bank of Mexico remained authorized to intervene in the foreign
         exchange market, in order to minimize volatility and promote an
         orderly foreign exchange market, the Mexican Government announced it
         would promote market- based mechanisms for stabilizing the exchange
         rate.  On March 19, 1995, the Bank of Mexico approved the
         establishment of forward and option contracts for over-the-counter
         transactions in the New Peso, and trading of New Peso futures
         contracts on the Chicago Mercantile Exchange began on April 25,
         1995.  Pursuant to its authorization, the Bank of Mexico intervened
         in the foreign exchange markets when the New Peso suffered further
         devaluations on November 9 and 10, 1995.

      *  The adoption of measures to stabilize the Mexican  banking sector.
         These  measures  included   increasing  the  funds  available  for
         capitalization  of  insolvent  banks and for  providing  temporary
         capital to banks with short term  needs,  increasing  the level of
         loan loss  provisions  and adopting  various  reforms to the legal
         ownership  structure  which are  intended to  encourage  increased
         foreign investment.

      *  A policy of sharing the burden of the  economic  adjustment  among
         all sectors of society, but protecting the poorest segments of the
         population.

      On May 31, 1995, President Zedillo announced the development plan for
 his administration called the Plan Nacional de Desarrollo (the "PND"),
 which established economic, political and social goals for the period from
 1995 to 2000.

      On October 29, 1995, the Mexican Government signed a new pact with
 labor and business leaders aimed at reviving the country's shrinking
 economy while controlling prices. Under the new pact, known as the Alianza
 para la Recuperacion Economica ("ARE"), the Government will increase
 gasoline, diesel and electricity prices 7% in December 1995 and 1.2% per
 month during 1996 (except during April of 1996, during which such prices
 will be increased by 6%). The ARE also includes wage hike targets of 10%
 for Mexico's minimum wage on December 4, 1995, plus an additional 10% in
 April 1996. Other wage increases are to be negotiated on a case-by-case
 basis. The ARE, which is scheduled to last until December 31, 1996, also
 includes a series of tax incentives aimed at boosting private investment
 throughout 1996. For example, companies will be able to take 100% tax
 deductions on increases in investments they make in 1996 that surpass the
 amounts reached in 1995.

      Economic plans of the Mexican Government in the past have not, in
 certain respects, fully achieved their objectives, and there can be no
 assurance that the PARAUSEE, the PND, the ARE and the other economic plans
 of the Mexican Government will achieve their stated goals or as to their
 effect on the Mexican economy or what effect these plans or the
 implementation thereof will have on Grupo Dina's businesses, financial
 condition or results of operations.

      The Mexican Government's economic policies and any significant future
 devaluation of the Peso against the Dollar could adversely affect the
 Dollar value of an investment in securities the primary obligor of which
 is a Mexican company.

      In response to these developments, the Mexican Stock Exchange has
 experienced increased volatility, including a 25% decline in the Mexican
 Stock Exchange Index (the leading market index, based upon the share
 prices of 30 major Mexican issuers) from December 31, 1993 to May 31,
 1995. From December 31, 1994 to June 20, 1996, the Mexican Stock Exchange
 Index increased 34%.

      In recent months, the press in Mexico and internationally has
 reported on various allegations that some prominent Mexican business
 persons received improper preferential treatment under the Salinas
 administration. Grupo Dina cannot assess the accuracy of these reports as
 they may relate to other Mexican businesses or predict the action that the
 current administration may take, if any, in a particular case, but Grupo
 Dina and its controlling shareholders, one of whom has been mentioned in
 some of the reports, deny that they have received any improper benefits
 and believe that such reports will not adversely affect Grupo Dina.

Industry Cyclicality

      As in other countries, unit sales of new trucks in Mexico have
 historically been subject to substantial cyclical variation based on
 general economic conditions. Over the past two decades the Mexican truck
 industry has been subject to several cycles, influenced by overall levels
 of economic activity, changes in the availability of credit, fluctuations
 in interest rates and governmental actions. During the mid-1970's
 (1973-1976), sales of Class 6, 7 and 8 trucks averaged 25,000 units per
 year. Sales declined to 17,867 units in 1977, then progressively increased
 to 54,463 units in 1981. With the balance of payments crisis in 1982 and
 subsequent economic contraction, sales declined from 27,957 units in 1982
 to 10,305 units in 1983 before recovering to an average of 18,323 units
 per year during 1984 and 1985. As a result of economic volatility and
 adjustments in Mexico between 1986 and 1988, sales declined to an average
 of 6,925 units per year during the 1986 to 1989 period. After experiencing
 approximately 60% annual sales growth rates in 1990 (15,382 units) and
 1991 (25,199 units), the Mexican truck industry leveled, to an average of
 30,000 units per year for the 1992 to 1994 period. In 1995, unit sales
 declined to 5,219 as a result of the current economic situation in Mexico.

      The Mexican coach industry also has historically been subject to
 substantial cyclical variation based on general economic conditions. The
 Mexican coach industry experienced annual increases in unit sales from
 1987 (217 units) to 1993 (4,318 units). In 1994, there were 2,297 unit
 sales but due to Mexico's current economic condition, unit sales in 1995
 declined to 174, excluding exports. See "Management's Discussion and
 Analysis of Financial Condition and Results of Operations of Grupo Dina."

      The United States and Canadian intercity coach industries also have
 historically been subject to substantial cyclical variation based on
 general economic conditions. During the 1984 to 1990 period MCII Holdings
 delivered an average of 1,152 units per year, with the high and low
 delivery years being 1989 (1,367 units) and 1986 (870 units),
 respectively. In 1991, however, MCII's deliveries declined to 602 units as
 a weak economic environment and reduced travel by foreigners in the United
 States resulted in lower bookings for tour and charter operations as well
 as a decline in ridership on regularly scheduled intercity passenger
 services. This downturn was exacerbated by the 1990 strike and bankruptcy
 proceeding involving Greyhound Lines, Inc. ("GLI") which caused
 significant disruption in the United States coach industry. After emerging
 from bankruptcy in 1991, GLI began ordering coaches from MCII Holdings and
 took delivery of over nearly 1,000 units during 1992 to 1995. The GLI
 deliveries, along with a general economic improvement in the U.S. and
 Canada, resulted in annual improvements in MCII's total deliveries during
 the 1992 to 1995 period, with 1995 unit deliveries totalling 1,169. There
 can be no assurance that such upturn will continue or that it will have a
 material positive effect on MCII's business, financial condition and
 results of operations. See "Management's Discussion and Analysis of
 Financial Condition and Results of Operations of MCII Holdings."

North American Free Trade Agreement

      The North American Free Trade Agreement ("NAFTA"), which is designed
 to reduce trade barriers among the United States, Canada and Mexico and
 thereby integrate the North American economy, became effective on January
 1, 1994. NAFTA is expected to remove, over a transition period which
 commenced in January 1994, most customs duties imposed on goods traded
 among the three countries, remove or limit many investment restrictions,
 liberalize trade in services, provide a specialized means for settlement
 of, and remedies for, trade disputes arising under NAFTA, and result in
 new laws and regulations to further these goals. The Mexican government's
 objectives in seeking a free trade agreement included improving access to
 the United States and Canadian markets for Mexican exporters and promoting
 increased foreign investment in Mexico. As a result of the ratification of
 NAFTA, Grupo Dina anticipates that it will, over a period of time, face
 the potential for increased competition from U.S. and Canadian truck
 suppliers as tariff restrictions on new truck imports are eliminated over
 a ten-year period and non- tariff restrictions are eliminated over a
 five-year period. See "Business Strategy of Grupo Dina" and "Business of
 Grupo Dina--Regulation." In addition, Grupo Dina expects that its combined
 Grupo Dina and MCII coach operations will face substantial competition in
 the U.S., Canadian and other markets in which it will compete. See
 "Business of Grupo Dina--Strategy" and "Business of Grupo
 Dina--Regulation."

Currency Fluctuations and Exchange Controls

      Significant future devaluation of the Peso, or the imposition of
 restrictive exchange control policies by the Mexican government, could
 adversely affect the value of the New Notes and/or the ability of Grupo
 Dina to obtain or transfer Dollars in order to satisfy its
 Dollar-denominated obligations. The Peso was subject to large devaluations
 before 1988. Effective November 11, 1991, the dual exchange control system
 was abolished by the Mexican government in favor of a policy designed to
 control the rate of devaluation. The daily rate of devaluation of the Peso
 against the Dollar was reduced to Ps 0.0002 per day (approximately 2.4%
 per year), to be controlled through open market transactions effected by
 the Bank of Mexico. Effective October 21, 1992, the daily devaluation rate
 was increased to Ps 0.0004 per day (approximately 4.8% per year).

      The depletion of international reserves, coupled with other adverse
 political and economic events described above, and the Bank of Mexico's
 decision in December 1994 to abandon the above exchange rate policy in
 favor of the present floating exchange rate policy had an adverse effect
 on the results of operations of Grupo Dina. The value of the Peso, as
 indicated by its volatility in late 1994 and 1995 may be subject to
 significant future devaluation. Significant future devaluations of the
 Peso can result in substantial fluctuation in Grupo Dina's foreign
 exchange positions and, therefore, its results of operations as reported
 under Mexican GAAP.

      While the Mexican government does not currently restrict, on the date
 of this Prospectus, and has not recently restricted, the right or ability
 of Mexican or foreign persons or entities to convert Pesos to Dollars, no
 assurance can be given that the Mexican government will not institute
 restrictive exchange rate policies in the future which have existed at
 certain times in the past.

Inflation

      During most of the 1980s, Mexico experienced high levels of
 inflation. This led to high interest rates, devaluations of the Peso and
 substantial government controls over exchange rates and prices, which at
 times adversely affected operating revenues and margins. As a result of
 the devaluation of the Peso, inflation has increased substantially in
 Mexico during the current year. The annual rates of inflation, as measured
 by changes in the NCPI were 11.9%, 8.0%, 7.1% and 52.0% for the years
 1992, 1993, 1994 and 1995, respectively. Annual inflation is expected to
 decline to approximately 28% by the end of 1996, according to the Bank of
 Mexico. If inflation in Mexico does not continue to decline, the Mexican
 economy and, consequently, the performance of Grupo Dina may continue to
 be adversely affected.

      The economic instability that began at the end of 1994 led to sharply
 higher interest rates in 1995, both domestically and externally, on
 Mexican public and private sector debt and reduced opportunities for
 refinancing or refunding maturing debt issues. High interest rates in
 Mexico have an effect on financing costs and thus on Grupo Dina's results
 of operations.

Product Liability; Lack of Insurance

      Manufacturers and sellers of defective products in Mexico may be
 subject to liability for loss and injury caused by such products under
 Mexican law. Grupo Dina does not carry product liability insurance.
 Although Grupo Dina has never had a product liability claim brought
 against it and the Mexican laws providing for such liability appear to
 have been seldom utilized, no assurance can be given that Grupo Dina may
 not be exposed to future product liability claims, however, if any such
 claims are successful, Grupo Dina considers that it will have sufficient
 resources to pay such claims. Grupo Dina through MCII Holdings has
 purchased insurance covering its exposure to product liability claims
 relating to all coaches sold by Grupo Dina through MCII Holdings in the
 United States and Canada.

      MCII Holdings is subject to various product liability claims for
 personal injuries and property damage allegedly relating to the use of
 products manufactured or sold by it. MCII Holding's management considers
 litigation of this nature to be in the ordinary course of its business.
 The ultimate outcome of these claims, or potential future claims, cannot
 presently be determined. MCII maintains product liability insurance in
 customary amounts; however, there can be no assurance that such insurance
 will be available in the future or on terms acceptable to MCII.

Holding Company Structure

      MCII Holdings conducts virtually no operations. MCII Holdings'
 operations are conducted through MCII. MCII Holdings' ability to pay
 interest on the Notes when interest thereon becomes payable in cash, and
 to pay the principal of the Notes at maturity, will be dependent on MCII's
 ability to pay dividends, or to otherwise loan, advance or transfer funds,
 to MCII Holdings in amounts sufficient to service MCII Holdings' debt
 obligations. MCII is currently a party to various debt agreements under
 which it had outstanding at March 31, 1996, borrowings of US$217.0 million
 which restrict MCII's ability to pay dividends, or otherwise loan, advance
 or transfer funds, to MCII Holdings. In addition, MCII's current debt
 agreements restrict the amount of borrowings that MCII may incur.

      In addition, MCII Holdings' rights, and the rights of MCII Holdings'
 creditors, including the holders of the New Notes, to participate in the
 assets of MCII upon any liquidation or reorganization of MCII or otherwise
 will be subordinated to the prior claims of the creditors, including trade
 creditors, of MCII, except to the extent that MCII Holdings may itself be
 a creditor with recognized claims against MCII. As a result, holders of
 the Notes may recover less ratably than creditors of MCII or its
 subsidiaries in the event of the liquidation or reorganization of MCII.

MCII Canadian Tax Liability

      The Canadian income tax returns of MCII's subsidiary, Motor Coach
 Industries Limited, a Canadian corporation ("MCIL"), for the years 1982
 through 1992 are currently under review by Revenue Canada, the Canadian
 tax authority, which is reviewing the profit allocation procedures between
 MCIL and Motor Coach Industries, Inc. ("MCI"), a wholly owned subsidiary
 of MCII. Revenue Canada's position is that, under such procedures,
 insufficient income was allocated to MCIL, the Canadian tax-paying entity,
 and that, as a result, Canadian income taxes were underpaid. A formal
 reassessment has been issued by Revenue Canada with respect to the 1985
 return. A notice of objection has been filed by MCII for 1985. In the
 event of an adverse judgment, the additional income taxes for 1982 through
 1992 could amount to up to $25,000,000 plus interest of approximately
 $25,000,000 and, in addition, MCII may be subject to potential
 reassessments for years subsequent to 1992 on the same basis which could
 result in additional income taxes and interest, all before recoveries of
 U.S. Federal income taxes which may be available to offset a portion of
 any additional taxes paid to Canada. Although MCII is still in the process
 of obtaining additional information, based upon its review of current
 relevant information, including the advice of outside counsel, MCII is of
 the opinion that Revenue Canada's arguments are without merit and that any
 liability from this matter will not be material to its financial condition
 or results of operations.

Governmental Regulations and Environmental Matters

      The number and types of trucks and coaches which can be imported into
 Mexico and thus compete with Grupo Dina's products are regulated through a
 system of compensatory quotas, which under the provisions of NAFTA will be
 phased out over a five-year period, and tariffs, which under provisions of
 NAFTA will be phased out over a ten-year period. See "--North American
 Free Trade Agreement."

      Grupo Dina's operations and products are subject to Mexican federal
 and state laws and regulations relating to protection of the environment.
 Grupo Dina has voluntarily undertaken a program designed to cause its
 operations and products to exceed standards required by current Mexican
 federal and state environmental laws. However, it is possible that changes
 in Mexican federal or state environmental laws, or their interpretation or
 enforcement, could result in material costs to Grupo Dina. See "Business
 of Grupo Dina--Environmental Matters."

      MCII Holdings' operations and products are subject to various laws
 and regulations applicable in the United States, Canada and other
 countries, including, in the United States, the Clean Air Act and other
 environmental regulations, United States federal motor vehicle safety
 standards, and the Americans with Disabilities Act, and in Canada, various
 environmental acts and Canadian motor vehicle safety regulations. The cost
 of compliance with future regulations cannot be predicted with any degree
 of certainty and may significantly affect MCII's operations and financial
 results. See "Business of MCII Holdings'--Government Regulation."

      The Americans with Disabilities Act required, among other things,
 that the U.S. Department of Transportation (the "DOT") promulgate
 handicapped accessibility standards for coaches. Although the DOT has not
 issued proposed regulations for public comment, there are indications that
 the regulations (which are expected to be issued for comment in December
 1996 and finalized in 1997) might require each coach in an operator's
 fleet to be handicapped accessible, rather than permitting the operation
 of a limited number of accessible coaches. Requiring complete fleet
 accessibility could have a material adverse effect on an operator's
 business and possibly on MCII's coach business. The final regulations will
 be applicable to operators with larger fleets two years after issuance of
 the final regulations and applicable to operators with smaller fleets
 three years after issuance of the final regulations. No prediction can be
 made concerning the final content of the regulations promulgated by the
 DOT, nor the effect these regulations may have on MCII Holdings' business,
 financial condition and operating results.

Differences in Corporate Disclosure and Accounting Standards

      A principal objective of the securities laws of the United States,
 Mexico and other countries is to promote full and fair disclosure of all
 material corporate information. It should be realized, however, that there
 may be less publicly available information about foreign issuers of
 securities listed in the United States than is regularly published by or
 about domestic issuers of listed securities.

      In addition, Grupo Dina prepares its financial statements in
 accordance with Mexican GAAP, which differs from U.S. GAAP in a number of
 respects. For example, most Mexican companies must incorporate the effects
 of inflation directly in accounting records and in their published
 financial statements. Thus, Mexican financial statements and reported
 earnings may differ from those of companies in other countries in this and
 other respects. For a discussion of the principal differences between
 Mexican GAAP and U.S. GAAP and for a reconciliation to U.S. GAAP of net
 income and total stockholders' equity, see notes 1, 23 and 24 to the
 audited consolidated financial statements of Grupo Dina contained
 elsewhere in this Prospectus.

Lack of a Public Market for the Notes

      The New Notes are being offered to the holders of the Old Notes. The
 Old Notes were issued on June 3, 1996 to a small number of institutional
 investors and are eligible for trading in the Private Offering, Resale and
 Trading through Automated Linkages (PORTAL) Market, the National
 Association of Securities Dealers' screenbased, automated market for
 trading of securities eligible for resale under Rule 144A. To the extent
 that Old Notes are tendered and accepted in the Exchange Offer, the
 trading market for the remaining untendered Old Notes could be adversely
 affected. There is no existing trading market for the New Notes, and there
 can be no assurance regarding the future development of a market for the
 New Notes, or the ability of holders of the New Notes to sell their New
 Notes or the price at which such holders may be able to sell their New
 Notes. The Issuers do not intend to apply for listing or quotation of the
 New Notes on any securities exchange or stock market.

Customer Concentration in the Coach Business

      Grupo Dina and MCII Holdings have historically sold a significant
 percentage of new coaches each year to a limited number of large coach
 operators. In 1994, Grupo Estrella Blanca, Grupo Tres Estrellas de Oro and
 Grupo Mexico Pachuca together accounted for over 10% of Grupo Dina's unit
 sales of coaches. However, because of the current economic situation in
 Mexico, these Mexican large coach operators were not significant customers
 during 1995 and are not expected to be such in 1996. The lack of orders
 from these customers resulted in lower unit sales during 1995. In 1994 and
 1995, GLI purchased 282 and 111 new coaches from MCII Holdings, accounting
 for 27% and 10% of MCII Holdings' unit sales of coaches, respectively. See
 "Business of Grupo Dina--Coach Segment--Customers" and "Business of MCII
 Holdings--Coach--Customers."

Risk of Fraudulent Conveyance Liability

      In addition to constraints imposed by loan covenants of MCII, MCII's
 ability to make distributions to MCII Holdings (which would be necessary
 to pay cash interest on, or to repay, the New Notes) may be limited by
 state law restrictions on the declaration of dividends, and by state and
 federal fraudulent transfer laws. If a court were to find that, at the
 time that MCII made a distribution to MCII Holdings, MCII (i) was
 insolvent, (ii) was rendered insolvent by reason of such payment, (iii)
 was engaged in a business or transaction for which the assets remaining
 with MCII constituted unreasonably small capital, or (iv) intended to
 incur, or believed that it would incur, debts beyond its ability to pay as
 such debts matured, such court could avoid the distribution and order that
 it be returned to MCII or to a fund for the benefit of MCII's creditors.

      The measure of insolvency for purposes of the foregoing will vary
 depending upon the law of the jurisdiction which is being applied.
 Generally, however, MCII would be considered insolvent if the sum of
 MCII's debts is greater than all of MCII's property at a fair valuation or
 if the present fair salable value of MCII's assets is less than the amount
 that will be required to pay its probable liability on its existing debts
 (including contingent liabilities) as they become absolute and matured.

      Under Mexican bankruptcy law, the granting of a security interest in
 assets of a debtor to secure previously unsecured obligations of such
 debtor may be voided to the extent such security interest is granted
 during a period in which the debtor could be considered insolvent and the
 beneficiary of such security interest knew or should have known the
 debtor's condition. Such legal provision could be invoked by a Mexican
 trustee in respect of the security interest created by MCII Holdings in
 the MCII Shares, which were previously directly owned by Grupo Dina.

Payment of Judgments in Pesos

      Under Mexican monetary law, in the event that proceedings were
 brought in Mexico seeking to enforce in Mexico Grupo Dina's obligations
 under the Notes, Grupo Dina would not be required to discharge such
 obligations in Mexico in a currency other than Mexican currency. Under
 such law, an obligation in a currency other than Mexican currency, which
 is payable in Mexico, may be satisfied in Mexican currency at a rate of
 exchange in effect on the date and in the place payment occurs. Such rate
 is currently determined by the Bank of Mexico every business day in Mexico
 and published the following business day in the Diario Oficial de la
 Federacion.


                                USE OF PROCEEDS

      The Issuers will not receive any proceeds from the Exchange Offer.


                                EXCHANGE RATES

      From 1982 through November 10, 1991, Mexican residents and companies
 were entitled to purchase and obligated to sell foreign currencies for
 certain purposes at a controlled rate of exchange (the "Controlled Rate")
 that was set daily by the Bank of Mexico. For all transactions to which
 the Controlled Rate did not apply, foreign currencies could also be
 purchased, if they were available, or sold at the free-market exchange
 rate (the "Free Market Rate"), which was generally higher than the
 Controlled Rate.

      The Controlled Rate and the Free Market Rate were held nearly
 constant against the Dollar from December 1987 through December 1988. From
 January 1, 1989 to May 28, 1990, the price of one Dollar at the Controlled
 Rate increased at a regular rate of 0.001 New Pesos per day, 0.0008 New
 Pesos per day from May 29 to November 12, 1990 and 0.0004 New Pesos per
 day from November 13, 1990 to November 11, 1991. The Bank of Mexico
 intervened from time to time in the foreign exchange market to minimize
 temporary disparities between the free- market rate and the Controlled
 Rate.

      Effective November 11, 1991, the Mexican government ended exchange
 controls. As a result, all conversions between New Pesos and Dollars now
 occur at market rates. At the same time, the Mexican government announced
 that it expected the exchange rate to be depreciated within a prescribed
 range of 0.0002 New Pesos per dollar per day, equivalent to a maximum
 devaluation of the New Peso against the Dollar of approximately 2.4% per
 year. On October 21, 1992, the Mexican government announced the prescribed
 range to be 0.0004 New Pesos per Dollar per day, equivalent to a
 devaluation of approximately 4.8% per year.

      In December 1994, the Bank of Mexico allowed the New Peso to float
 freely. Between December 19, 1994 and December 31, 1994, the New Peso
 depreciated from Ps 3.46 per Dollar to Ps 5.00 per Dollar, a 44% decline.
 Between January 1, 1995 and September 30, 1995, the New Peso has devalued
 approximately 28% against the Dollar, decreasing from approximately Ps
 4.995 per US$1.00 to approximately Ps 6.3848 per US$1.00. Since this
 period the value of the New Peso against the Dollar has been subject to
 significant volatility. Pursuant to the PARAUSEE, the Mexican government
 announced the continuation of its floating exchange rate policy, with the
 Bank of Mexico still authorized to intervene in the foreign exchange
 market, in order to minimize volatility. Pursuant to this authorization,
 the Bank of Mexico intervened when the New Peso suffered further
 devaluations on November 9 and 10, 1995. The exchange rate reported by the
 Bank of Mexico was 7.7396 Pesos per US$1.00 at December 31, 1995, and was
 7.4050 Pesos per US$1.00 at April 19, 1996.

      The Mexican government does not currently restrict the ability of
 Mexican or foreign persons or entities to convert New Pesos to Dollars, or
 vice versa. Except for the period from September through December 1982
 during the Mexican financial crisis, the Bank of Mexico consistently has
 made foreign currency available to Mexican private sector entities such as
 Grupo Dina to meet their foreign currency obligations. Nevertheless, in
 the event of renewed shortages of foreign currency, there can be no
 assurance that the Bank of Mexico would continue to make foreign currency
 available to private sector companies.

      Effective January 1, 1996, the New Peso was replaced by the Peso, at
 a rate of one Peso per one New Peso, as Mexico's currency unit.


                      RATIO OF EARNINGS TO FIXED CHARGES

Grupo Dina

      The following table sets forth Grupo Dina's consolidated ratios of
 earnings to fixed charges for the years ended December 31, 1991, 1992,
 1993, 1994 and 1995 and for the three-month period ended March 31, 1996,
 in accordance with Mexican GAAP and U.S. GAAP. Earnings for this purpose
 consist of earnings before provision for income tax and asset tax but
 after provision for employee statutory profit sharing (for U.S. GAAP
 purposes only) plus fixed charges. Grupo Dina has no equity in losses of
 less than 50%-owned persons accounted for on the equity method, interest
 capitalized during the periods, equity in earnings of less than 50%-owned
 persons accounted for on the equity method or minority interest in losses
 of majority-owned subsidiaries. Fixed charges for this purpose consist of
 interest expense plus amortization of deferred charges for debt issuance
 costs. Fixed charges do not take into account the gain on monetary
 position associated with Grupo Dina's indebtedness or the exchange gains
 or losses attributable to Grupo Dina's indebtedness.



                            Year Ended                Three Months Ended
                            December 31                March 31, 1996
                            ----------------           --------------

                     1991  1992  1993  1994  1995
                     ----  ----  ----  ----  ----

Mexican GAAP........  4.91  6.90  5.41(2.76)  0.35       2.20
U.S. GAAP...........  4.39  6.27  5.45(2.82)  0.35       2.20

(A)   Grupo Dina's earnings were not sufficient to cover fixed charges for
      the year ended December 31, 1994 by Ps (2.76), under Mexican GAAP and
      by Ps (2.82) under U.S. GAAP.

MCII Holdings

      The following table sets forth MCII Holdings' consolidated ratio of
 earnings to fixed charges for the years ended December 31, 1991, 1992,
 1993, 1994 and 1995 and for the three months ended March 31, 1996. In
 computing the ratio of earnings to fixed charges: (i) earnings have been
 based on income from continuing operations before income taxes and fixed
 charges and (ii) fixed charges consist of interest and the amortization of
 debt issuance costs. For the period prior to its initial public offering
 on August 12, 1993, MCII and its subsidiaries were owned by Dial and
 relied on funds provided by Dial to fund its operations and capital
 expenditures. The intercompany advances provided by Dial are reflected in
 the financial statements as non-interest bearing. Therefore, for the years
 ended December 31, 1991 and 1992 and for the period from January 1, 1993
 through August 12, 1993, MCII and its subsidiaries had minimal amounts of
 outside financing and therefore, a minimum of interest expense. Subsequent
 to MCII's initial public offering, MCII incurred significant indebtedness
 to fund its working capital needs as well as to finance capital
 expenditures, to purchase the MCIL minority interest in February 1994 and
 to pay a US$34 million cash dividend to Grupo Dina in December 1994. As a
 result, a comparison of the ratio of earnings to fixed charges for the
 periods prior to and subsequent to the initial public offering may not be
 meaningful.

                                Year Ended             Three Months Ended
                                December 31             March 31, 1996
                                ----------------        --------------

                  1991  1992  1993  1994   1995
                  ----  ----  ----  ----   ----

U.S. GAAP.......   6.8  13.7  19.9   6.8    3.2           2.2



                     SELECTED FINANCIAL DATA OF GRUPO DINA

      The following selected consolidated financial data as of and for the
 years ended December 31, 1991, 1992, 1993, 1994 and 1995 were derived from
 the audited consolidated financial statements of Grupo Dina. The selected
 consolidated financial data as of and for the three months ended March 31,
 1995 and 1996 were derived from the unaudited consolidated financial
 statements of Grupo Dina. The unaudited financial statements for the three
 months ended March 31, 1995 and 1996 include all adjustments, consisting
 of only normal recurring adjustments, that management considers necessary
 for fair presentation of the financial position and results of operations
 for the periods then ended. Results of operations for the three months
 ended March 31, 1996 are not necessarily indicative of results which may
 be expected for the entire year. The following selected consolidated
 financial data should be read in conjunction with "Management's Discussion
 and Analysis of Financial Condition and Results of Operations of Grupo
 Dina" and the consolidated financial statements of Grupo Dina and notes
 thereto included elsewhere in this Prospectus. The consolidated financial
 statements of Grupo Dina are prepared in accordance with Mexican GAAP,
 which differs in certain respects from U.S. GAAP.




                                                                             GRUPO DINA
                                                             CONSOLIDATED FINANCIAL INFORMATION 
                                                                                                           THREE MONTHS
                                                                                                               ENDED
                                                   YEAR ENDED DECEMBER 31,                                   MARCH 31,
                                ----------------------------------------------------------------
                                                                      
                                                                                                  
                                                                    
                                 1991        1992(2)       1993         1994         1995       1995        1996         1996(1)
                                 ----        ----          ----         ----         ----       ----        ----         ----
                                            (IN MILLIONS, EXCEPT SHARE, PER SHARE AND PER ADS
                                                                 INFORMATION)(2)

 INCOME STATEMENT INFORMATION:
 MEXICAN GAAP:
                                                                                               

 NET SALES                  Ps3,966.6      Ps4,542.1    Ps4,920.6    Ps4,066.3    Ps4,456.8     Ps1415.4     Ps1,257.8    US$166.9
 OPERATING INCOME               594.1          474.7        514.2      (274.5)       (64.9)          9.0         35.2          4.7
 NET INCOME (LOSS),             571.0          487.1        437.6      (953.9)      (498.0)      (435.6)         94.0         12.6
  MAJORITY INTEREST(4)
NET INCOME (LOSS) PER            6.48           2.87         2.25       (4.23)       (1.93)       (1.69)         0.36         0.05
  SHARE, MAJORITY INTEREST
 NET INCOME (LOSS) PER          25.93          11.47         8.98      (16.92)       (7.72)       (6.75)         1.46         0.19
  ADS, MAJORITY INTEREST
 CASH DIVIDENDS PER                 0           1.05         0.39         0.15            0            0            0            0
  SHARE(5)
 CASH DIVIDENDS PER                 0           4.21         1.57         0.57            0            0            0            0
  ADS(5)
 WEIGHTED AVERAGE          88,082,620    169,833,640  194,866,714  225,490,658  258,026,136  258,026,136  258,026.136  258,026,136
  SHARES OUTSTANDING

U.S. GAAP:

 NET SALES                  Ps3,966.6      Ps4,542.1    Ps4,920.6    Ps4,066.3    Ps4,456.8    Ps1,415.4    Ps1,257.8     US$166.9
 NET INCOME (LOSS)(4)           524.4          434.1        377.1      (503.0)      (267.3)            -            -            -
 NET INCOME (LOSS) PER ADS      23.82          10.21         7.76       (8.92)       (4.16)            -            -            -
 WEIGHTED AVERAGE
  ADSS OUTSTANDING         22,020,655     42,458,410   48,716,679   56,372,665   64,506,534   64,506,534   64,506,534   64,506,534

NUMBER OF NEW UNITS SOLD:
 COACHES                          984          1,165        1,818          804        1,176          281          323          323
 TRUCKS                        11,233         12,631       11,365       10,463        2,520          826          512          512



                                                          DECEMBER 31,                                 MARCH 31,

                                 1991        1992          1993         1994         1995        1995      1996         1996(1)
                                 ----        ----          ----         ----         ----        ----      ----         ----

 BALANCE SHEET INFORMATION:
 MEXICAN GAAP:

 PROPERTY, PLANT AND            532.8         699.2        904.4       1,367.8      1,542.3     1,437.8   1,551.1      $205.8
  EQUIPMENT, NET
 TOTAL ASSETS                 2,452.9       2,849.4      3,795.9       7,734.9      7,363.4     7,891.7   6,943.6         921
 TOTAL LONG-TERM DEBT           523.5         892.1        822.2       4,107.1      4,342.6     5,073.3   4,002.3       531.0
 TOTAL STOCKHOLDERS' EQUITY     776.3         975.4      1,980.0       1,844.1      1,741.5     1,276.4   1,724.0       228.7
  MAJORITY INTEREST(6)

U.S. GAAP:

 TOTAL ASSETS (7)             2,452.9       2,849.3      3,795.9       8,643.4      7,363.4     7,891.7   6,943.6       921.2
 TOTAL STOCKHOLDERS' EQUITY     557.5         710.8      1,654.8       2,114.2      1,860.4           -         -           -
  MAJORITY INTEREST(6)
<FN>
- - -----------------------
(1)   Translations of Pesos into U.S. dollars have been made at the rate of
      Ps 7.5375 to US$1.00. Such translations are provided solely for the
      convenience of the reader and do not reflect the financial
      information in accordance with generally accepted accounting
      principles for foreign currency translation.

(2)   In February 1992, Grupo Dina's coach assembly lines were shut down
      for a three-month period for planned modernization and expansion.
      Production resumed in April 1992 on a limited basis for a three-month
      period, with full production commencing in August 1992.

(3)   Each Common and Series L ADS represents four shares of Common and
      Series L Stock, respectively.

(4)   Net income for the years ended December 31, 1991, 1992, 1993, 1994
      and 1995 is shown after elimination of the income attributable to the
      minority interest in Camiones. Under U.S. GAAP, income before
      extraordinary credits for the years ended December 31, 1991, 1992,
      1993, 1994 and 1995 and net income for the corresponding periods are
      identical.

(5)   Dividends are calculated on the basis of the Pesos amount and the
      number of outstanding shares of Common and Series L Stock or Common
      and Series L ADSs, as the case may be, on the date the dividends were
      declared.

(6)   Stockholders' equity for the years ended December 31, 1991, 1992,
      1993, 1994 and 1995 is shown after elimination of the income
      attributable to the minority interests in Camiones.

(7)   Total assets under U.S. GAAP as of December 31, 1994 differ from
      Mexican GAAP because of "pushdown" accounting for goodwill.




         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                   AND RESULTS OF OPERATIONS OF GRUPO DINA

      The following discussion encompasses the consolidated financial
 results of Grupo Dina and its subsidiaries (collectively, "the Company").
 The major subsidiaries include Camiones, Autobuses, Plasticos Automotrices
 Dina S.A. de C.V. ("Plasticos") (hereinafter referred to collectively as
 the "Mexican subsidiaries") and MCII Holdings.

      This discussion should be read in conjunction with the audited
 consolidated financial statements of Grupo Dina and the notes thereto
 included elsewhere in this Prospectus. Grupo Dina prepares its financial
 statements in accordance with Mexican GAAP, which differs in certain
 respects from U.S. GAAP. To better comprehend Management's Discussion and
 Analysis, see Notes 23 and 24 to the consolidated financial statements for
 a discussion of the principal differences between Mexican GAAP and U.S.
 GAAP and a reconciliation of net income and stockholders' equity to U.S.
 GAAP.

      Under Mexican accounting principles, Bulletin B-10 of the Mexican
 Institute of Certified Public Accountants, as amended, requires that all
 prior years financial statements presented be restated to constant
 currency. Bulletin B-10 does not address the restatement of financial
 statements of foreign subsidiaries included in the consolidated totals.

      The Company's management has presented the consolidated financial
 statements restated by the inflation rate for 1995 of 52%. Because MCII
 Holdings' financial statements are originally prepared in dollars, and
 inflation and devaluation of the Peso against the dollar have been
 disparate in recent years, the comparison between years of constant Peso
 amounts, as presented herein, may be different from a comparison of dollar
 amounts.

Overview

      The Company's performance in 1995 has been significantly impacted by
 the downturn in the Mexican economy during the year and a substantial
 devaluation of the Peso against the U.S. dollar in December 1994 and a
 more gradual devaluation during 1995. The Company reported a net loss for
 the year ended 1995 of Ps 498.0 million, or Ps 1.93 per share, compared
 with a net loss of Ps 953.9 million or Ps 4.23 per share, for 1994. The
 Company reported net income of Ps 437.6 million, or Ps 2.25 per share, for
 1993.

      Net loss before taxes and employee profit sharing in 1995 was Ps
 336.2 million which compares with net loss before taxes and employee
 profit sharing of Ps 878.8 million for 1994, compared to net income before
 taxes and profit sharing in 1993 of Ps 577.8 million. Accounting for the
 majority of the 1994 loss was the devaluation of the Peso which resulted
 in a net foreign exchange loss of Ps 592.1 million. In addition, in
 response to the downturn in the Mexican economy and the Peso devaluation,
 the 1994 loss included Ps 303.8 million in nonrecurring charges relating
 to the restructuring of the Mexican subsidiaries and special provisions
 for certain losses on inventories and receivables. Excluding the foreign
 exchange loss and the nonrecurring charges, 1994 resulted in income before
 taxes and profit sharing of Ps 17.1 million compared to Ps 573.4 million
 for 1993.

      Net sales in 1995 were Ps 4,456.8 million compared to Ps 4,066.4
 million for 1994, an increase of Ps 390.4 million. Net sales during 1994
 decreased Ps 854.2 million (or 17.3%), compared to 1993 net sales of Ps
 4,920.6 million. Gross profit margin for 1995 was 21.5%, compared to 18.4%
 and 21.1% for the same periods in 1994 and 1993, respectively.

      The current condition of the Mexican economy is a major concern of
 the Company. The timing for recovery of the economy and the stabilization
 of the Peso remain uncertain. Factors which could impact the timing
 include the government's success in managing the crisis, and reinstilling
 confidence in the long-term growth of the Mexican economy.

      The economic recession has adversely impacted sales of the Company in
 1995. Unit sales in 1995 of trucks, coaches and transit buses in Mexico,
 including exportations compared with 1994, were:

                             Unit Sales for       Three Months Ended
                               Year Ended              March 31,
                            1994        1995       1995      1996

Trucks                     10,463      2,520       826        512
Intercity Coaches             297         21        12         10
Transit Buses                  77         34        51          1


      The above annual unit sales reflect declines of 75.9% for trucks and
 93.0% for intercity coaches and for the three months ended March 31, 1996
 represent declines of 38.0% for trucks and 16.7% for intercity coaches.
 Until such time as the economy recovers and stabilizes, the adverse
 impacts on Company sales may continue.

      As the timing remains uncertain for the recovery, management is
 continually reviewing the strategic alternatives available to respond to
 the economic environment. Management has already responded in part by
 taking actions to restructure the work force, revise union agreements and
 temporarily suspend production at Camiones, Autobuses and Plasticos
 subsidiaries. Other strategic alternatives include:
      a) continuing cost reduction measures
      b) reviews of the wage component of union contracts
      c) intense marketing to other Latin American countries, including
         specifically Chile, Colombia and Ecuador, as well as the United
         States
      d) more favorable payment terms being extended to the Company's
         distributors
      e) selective disposition of investments which no longer meet strategic
         and financial objectives

Results of Operations

First Quarter 1996 Compared to First Quarter 1995

      During the first quarter of 1996, consolidated net sales were Ps.
 1,257.8 million compared to Ps. 1,415.4 million reported during the first
 quarter of 1995. MCII Holdings' Dollar-denominated sales represented
 approximately 84% and 77% of Grupo Dina's consolidated sales during the
 first quarters of 1996 and 1995, respectively. The decrease in Grupo
 Dina's consolidated net sales for the first quarter of 1996 was
 principally due to a 42% reduction in truck sales and a 11% reduction in
 coach sales for the Mexican operations.

      Gross profit during the first quarter 1996 totaled Ps. 197.9 million,
 compared to Ps. 266.8 million during the prior year period. This decrease
 in gross profit was mainly attributable to a 38% reduction in unit truck
 sales as explained below.

      Consolidated operating income was Ps. 35.3 million, compared to an
 operating income of Ps. 9.0 million reported during the first quarter
 1995. Grupo Dina's Mexican operations reported an operating loss of Ps.
 21.3 million during the first quarter of 1996, compared to an operating
 loss of Ps. 83.4 million during the same quarter of the prior year.

      Although the decrease in sales from Grupo Dina's Mexican operations
 impacted the company's operating income, the loss in gross profit was more
 than offset by stringent cost reduction programs which have substantially
 reduced selling, general and administrative expenses. Grupo Dina's cost
 reduction programs reduced selling, general and administrative expenses by
 37% to Ps. 162.6 million during the first quarter of 1996. This compares
 to selling, general and administrative expenses of Ps. 95.2 million,
 reported during the first quarter of 1995.

      Operating income from MCII Holdings during the first quarter of 1996
 was Ps. 65.6 million, compared to Ps. 103.0 million during the prior year
 period. This decrease is primarily attributable to increased research and
 development expenses.

      Pretax income during the first quarter of 1996 was Ps. 127.6 million,
 compared to a pretax loss of 392.2 million during the same period of the
 prior year. The reduced loss is principally due to the improvement in a
 gain on the foreign exchange rate.

      During the first quarter of 1996, Grupo Dina recorded a net income of
 Ps. 94.0 million, or Ps. 0.36 per share, compared to a net loss of Ps.
 435.6 million or Ps. (1.69) per share, both based on 258 million weighted
 average shares outstanding during the first quarters of 1995 and 1996.

Truck Segment

      The truck segment sold 512 trucks during the first quarter 1996,
 compared to 826 trucks sold during the first quarter of 1995, resulting in
 a market share of 21% versus 33% market share during the same period of
 the prior year.

      During the first quarter of 1996, truck inventories decreased by 43%
 from the levels recorded at March 31, 1995. At March 31, 1996 Grupo Dina
 had approximately 635 trucks in inventory which it believes represents the
 minimum inventory level required to adequately service expected future
 sales.

Coach Segment

      Grupo Dina's Mexican coach division sold 61 intercity coaches during
 the first quarter of 1996 versus 37 intercity coaches during the first
 quarter of 1995. Mexican industry sales of intercity coaches have declined
 57% from 104 units sold during the first quarter of 1995 to 45 units sold
 during the first quarter of 1996. Group Dina's share of the Mexican
 intercity coach market increased from 12% at March 31, 1995 to 22% at
 March 31, 1996. Grupo Dina's coach segment exports to MCII Holdings for
 the U.S. market totaled 25 intercity coaches in the first quarter of 1995
 and 51 during the first quarter of 1996.

1995 Compared to 1994 (in constant Pesos at March 31, 1996)

      The Company reported a net loss of Ps 498.0 million in 1995, compared
 with a net loss of Ps 953.9 million for 1994. The 1995 results included Ps
 341.2 million of exchange loss and Ps 515.1 million of interest expenses,
 and a gain in net monetary position of Ps 375.3 million. In addition, due
 to the low level of sales in Mexico, the Company had an operating loss of
 Ps 64.9 million during 1995, which compares with an operating loss of Ps
 274.6 million in the same period of 1994. Additionally, the Company
 reported an increase in "Other Income" of Ps 42.8 million when compared
 with 1994 figures, due mainly to a gain on sale of marketable securities
 held by MCII Holdings, which were sold in October. Given the low level of
 economic activity and despite actions taken to reduce costs and expenses,
 the Company does not anticipate an improvement in its operating results.
 However, because of the high inflation experienced throughout 1995 and
 anticipated for 1996, the Company expects to continue registering monetary
 gains.

      On December 20, 1994, the Bank of Mexico allowed the Peso to undergo
 a significant devaluation against the dollar. The Peso to dollar exchange
 rate at 1994 year-end was Ps 4.995 compared to Ps 3.107 at December 31,
 1993, a 60.8% decline. At December 31, 1995, the Peso/dollar exchange rate
 was Ps 7.7396 per dollar.

      The devaluation's impact on the Company has been, and will continue
 to be, significant. Due to the decline in the buying power of the Peso,
 the effective cost to the Company of importing raw materials and the cost
 of servicing the Company's dollar-denominated debt have increased. The
 Peso devaluation has also resulted in an increase in interest and
 inflation rates in Mexico. With interest rates in 1995 exceeding 55% and
 inflation of 52%, credit availability in Mexico has tightened and loan
 defaults have increased dramatically. As a result of the unfavorable
 exchange, interest and inflation rates, and with high unemployment and
 related social unrest, the constraints on the Mexican economy and,
 therefore, on the Company's Mexican operations are, and will continue for
 some time to be, substantial.

      The following discussion of the Company's principal segments is
 based, in part, on Note 25 to the Consolidated Financial Statements of the
 Company and excludes the effects of the nonrecurring charges as discussed
 above.

      Truck Segment

      Net sales for the truck segment during 1995 were Ps 760.4 million
 compared to sales of Ps 2,469.9 million for 1994. The decline in truck
 sales reflects a 75.9% reduction in units sold, from 10,463 in 1994 to
 2,520 units sold in 1995. This decline is attributable to a sharp decline
 in demand because of the contraction of the Mexican economy, which caused
 an overall market decline of 76.7%. The Company<180>s market share in the
 truck segment in 1995 is 34% compared with 35% in 1994. Given the low
 level of sales for this market, market shares swing significantly from
 month to month whenever a medium size order is completed by any of the
 market participants. Therefore, the Company believes market share figures
 are less relevant in this environment.

      Gross profit margins on trucks decreased from 17.6% for 1994 to 13.2%
 for 1995. The decrease was mainly attributable to a lower production level
 during 1995, which resulted in unabsorbed fixed plant costs of Ps 93.5
 million, or 12.3% of sales.

      Operating loss for this segment was Ps 196.5 million in 1995 compared
 with Ps 1.4 million of operating profit in 1994. This decline resulted
 from the reduction in margins partially offset by a 45% reduction in G, S
 & A expenses.

      Coach Segment

      The coach segment has operations in Mexico and, beginning in August
 1994 upon the acquisition of MCII, in the United States and Canada. Due to
 the impact of the operations of MCII Holdings on the Company as a whole
 and on the coach segment in particular, the following discussion of the
 coach segment is presented in two parts: 1) an overview of the operating
 results as presented in the segment information contained in Note 25 to
 the consolidated financial statements of the Company contained herein,
 followed by 2) a detailed discussion of Mexican and U.S./Canada coach
 operations on a pro forma basis reflecting full-year presentations of MCII
 Holdings operations.

      Overview. Net sales for the coach segment during 1995 were Ps 3,663.5
 million, an increase of Ps 2,093.7 million from the prior year. The
 increase in coach sales reflects a 35.9% decrease in sales in Mexico, more
 than offset by MCII Holdings sales of Ps 3,645.9 million. Gross profit
 margins on coaches increased from 18.6% in 1994 to 20.0% in 1995. In
 addition, the Mexican gross margin reflects an increase due to export
 sales in 1995. The coach segment generated an operating profit of Ps 302.9
 million in 1995, which compares with an operating loss of Ps 220.6 million
 in 1994. The 1995 results are comprised of net operating income on the
 Mexican operation of Ps 17.3 million and Ps 285.7 million at MCII
 Holdings.

      Expanded Discussion of Coach Segment Using Pro Forma Data. Due to the
 impact of the operations of MCII Holdings, through its wholly owned
 subsidiary, MCII, selected operating results for the Company's coach
 segment are presented on a pro forma basis giving effect to the
 acquisition of MCII as if it occurred January 1, 1994. This presentation
 allows a more meaningful comparison of the ongoing operations of the coach
 segment in both Mexico and the U.S./Canada. Moreover, since the structure
 of the operations of MCII continue as they were before the acquisition,
 management believes that the pro forma data is meaningful in understanding
 future operations.

      Pro forma Table for Coach Segment for 1995 and 1994 as if MCII
 Acquisition Occurred January 1, 1994:

                                            1995                   1994
                                          --------               ------
                                                (In millions of Ps)

            Net sales                    Ps 3,663.5            Ps 3,111.6

            Gross profit                     792.5                  585.8

            Operating expense                512.5                  447.7

            Operating Income, excluding
               Other Charges                 279.9                  138.1

      Net Sales. As depicted in the above table, net sales for the coach
 segment in 1995 were Ps 3,663.5 million, an increase of Ps 551.9 million,
 or 17.7%, from 1994. Net sales of the Mexican operation declined 35.9%, to
 Ps 17.7 million, as intercity coaches and transit buses sold decreased
 from 374 units in 1994 to 57 in 1995. This decline was a result of the
 collapse in the Mexican economy and a consolidation of coach operators
 beginning in late 1993 and the shifting of some sales of the Viaggio model
 in the United States through MCII. Sales by the entire Mexican coach
 industry in 1995 declined 93% from 1994. During 1995, the Company's
 positioning within the Mexican market declined to a market share of 12%
 from 16% in 1994. The Mexican economic crisis and the consolidation of
 operators had a significant impact on this market-share decline. The
 Company's principal customer group, Estrella Blanca and its affiliates who
 represented approximately 69% of the Company's coach sales in Mexico in
 1993, and 38% in 1994, generated no sales in 1995. Back in 1993 Estrella
 Blanca acquired four smaller operators, and then combined its coach lines
 and restructured route coverage.

      MCII sales in 1995 totaled Ps 3,645.9 million reflecting an increase
 of 36.8%, compared to Ps 2,664.7 million for 1994. This increase was
 driven by increases in volume and average sales price and by an increase
 in the exchange rate used to translate dollar figures to Pesos. New unit
 sales were 1,119 (1,007 MCII models and 112 Dina Viaggio models) in 1995
 compared to 1,059 (all MCII models) in 1994.

      Gross profit margins. The coach gross profit margins presented in the
 table above increased from 18.8% to 21.6%. The Mexican operation's gross
 margin was 24.9%, compared to 3.7% for the prior year. The margins reflect
 a low level of production in Mexico, with the ensuing lack of absorption
 of fixed costs. MCII margins slightly diminished from 21.4% in 1994 to
 19.6% in 1995. The decline in the MCII margin percentage was primarily due
 to a larger percentage of sales of the Viaggio model, which generates a
 lower margin in the United States as the manufacturing profit is
 recognized in the Mexican coach segment and higher distribution costs in
 the replacement parts division. In addition, the 1995 margin was impacted
 by increased research and development expense incurred for the development
 of a new tour and charter model.

      Operating income. In 1995, the coach segment operating income of Ps
 302.9 million is comprised of net operating income of Ps 17.3 million and
 nonrecurring credits of Ps 23.0 million of the Mexican operation and
 operating income of the MCII operation of Ps 285.6 million. The Mexican
 coach operation reported operating income of Ps 17.3 million for 1995,
 compared to operating loss of Ps 115.2 million for 1994. The constrained
 operating results in Mexico resulted from the contracted market for
 coaches.

      At the MCII operations, operating income increased from Ps 253.3
 million in 1994 to Ps 285.6 million in 1995, reflecting the increase in
 the exchange rate as reported above. In dollar terms operating income
 declined primarily due to reductions in margins.

      Comprehensive Financing Results

      Net loss includes the effects of Comprehensive Result of Financing,
 of provisions for certain taxes and employee profit sharing, and of the
 equity in earnings of associated companies. During 1995, the net loss of
 Ps 498.0 million included net financing expense of Ps 274.6 million and
 net expense from taxes and profit sharing of Ps 174.3 million. As is
 customary under Mexican GAAP, four items are presented within
 Comprehensive Result of Financing: interest income, interest expense,
 foreign exchange gain or loss and monetary position gain or loss.

      For 1995, interest expense of Ps 515.1 million represented an
 increase of 122% over 1994. This increase reflects the MCII acquisition in
 which the debt of MCII was assumed and the issuance by Grupo Dina of 8%
 Convertible Subordinated Debentures due 2004 (the "Debentures") to finance
 a portion of the purchase of MCII common stock.

      The 1995 loss on foreign exchange of Ps 341.1 million resulted from
 the continued devaluation of the Peso throughout 1995 as explained
 previously, compared to the exchange loss for 1994 of Ps 592.1 million.

      Net monetary position reflects the difference between monetary assets
 and liabilities at a point in time. Monetary assets and liabilities are
 those whose real purchasing power fluctuates with the general price-level
 index because they are fixed in terms of the monetary unit to be received
 or paid. Inflation diminishes the purchasing power of monetary assets,
 such as accounts receivable, and reduces the real value of monetary
 liabilities, such as accounts payable. A net monetary asset position
 results in losses in times of inflation and in gains in times of
 deflation. A net monetary liability position results in gains in times of
 inflation and in losses in times of deflation. During 1995, the Company
 had a gain of Ps 375.2 million from its monetary position, an increase
 over the Ps 50.7 million gain in 1994 as inflation was 52% in 1995
 compared to 7.1% in 1994.

      The following table sets forth the change in the percentage of the
 NCPI for each of the years ended for which financial information is
 presented:

      Period Ended                                      Inflation

      December 31, 1992...............................    11.9%
      December 31, 1993...............................     8.0%
      December 31, 1994...............................     7.1%
      December 31, 1995...............................    52.0%

      Tax and Profit Sharing Provisions

      Income and asset taxes and employee profit sharing expenses totaled
 Ps 174.3 million for 1995 compared to Ps 87.9 million in 1994. Income tax
 expense, net of tax benefits utilized, was Ps 137.4 million for 1995, an
 increase from Ps 30.9 million for 1994. The income tax provision is
 determined on the basis of separate taxable income of each company and,
 for 1995, primarily reflects MCII income tax expense of Ps 124.0 million.

      The provision for asset tax in Mexico is a type of minimum tax based
 on the average of the majority of restated assets less certain
 liabilities, as defined by law, and is paid only to the extent it exceeds
 net income tax expense. The 1995 asset tax, net of refundable taxes,
 decreased to a Ps 19.1 million expense from a Ps 39.5 million expense in
 1994.

      Equity of Affiliated Companies

      The equity in results of affiliated companies represents the
 Company's share of 1995 and 1994 earnings in its finance affiliate and in
 Grupo Dina distributors.

1994 Compared to 1993

      The Company reported a net loss for 1994 of Ps 953.9 million compared
 to net income of Ps 437.6 million for 1993. The 1994 net loss included a
 total of Ps 592.1 million net foreign exchange loss resulting from the
 devaluation of the Peso during 1994. The net loss also included Ps 303.8
 million in nonrecurring charges resulting from corporate downsizing and
 from special provisions for certain losses on inventories and receivables.
 Net sales during 1994 were Ps 4,066.4 million, a decrease of approximately
 17.4% compared to 1993, and the gross profit margin dropped to 18.4%
 compared to 21.1% a year ago. Operating expenses as a percentage of net
 sales increased from 10.7% in 1993 to 17.7% in 1994.

      The following discussion of the Company's principal segments are
 based in part on Note 25 to the Consolidated Financial Statements and
 excludes the effects of the nonrecurring charges as discussed above.

      Truck Segment

      Net sales for the truck segment in 1994 totaled Ps 2,466.9 million, a
 decrease of Ps 321.8 million or 11.5% from 1993 levels. The decline in
 truck sales reflects a 7.9% decrease in units sold from 11,365 units in
 1993 to 10,463 units in 1994. This decline is attributable to the
 difficult economic environment in Mexico which prevented any growth in the
 entire industry during 1994, as well as increased competition from Ford
 Motor Company's entrance into the market. Nevertheless, the Company's
 truck segment continued to lead the market with a 35% market share.

      Gross profit margins on trucks decreased from 20.4% in 1993 to 17.6%
 in 1994 reflecting higher fixed costs per unit as a result of lower
 volumes.

      Operating income for the truck segment totaled Ps 47.0 million,
 excluding the segment's portion of nonrecurring charges, or 1.9% of net
 sales for the segment, compared to the prior year's Ps 257.9 million, or
 9.2% of net sales. This decline resulted from the decrease in truck
 margins and sales, partially offset by lower selling and administrative
 expenses.

      Coach Segment

      The coach segment has operations in Mexico and, beginning in August
 1994 upon the acquisition of MCII, in the U.S. and Canada. Due to the
 impact of the operations of MCII Holdings on the Company as a whole and on
 the coach segment in particular, the following discussion of the coach
 segment is presented in two parts: 1) an overview of the operating results
 as presented in the segment information contained in Note 25 to the
 financial statements, followed by 2) a detailed discussion of Mexican and
 U.S./Canada coach operations on a pro forma basis reflecting full-year
 presentations of MCII operations.

      Overview. Net sales for the coach segment were Ps 1,569.9 million in
 1994, a decrease of Ps 538.0 million, or 25.5% from the prior year. The
 1994 decline in coach sales reflects a 77% decrease in sales in Mexico,
 partially offset by the acquisition of MCII with sales of Ps 1,133.4
 million for the five months ended December 31, 1994. Gross profit margins
 on coaches decreased from 20.2% in 1993 to 14.4% in 1994. This decline
 reflects the pressures on margins in Mexico during 1994, partially offset
 by gross margin contributed by MCII for the five months ended December 31,
 1994. The coach segment had operating income of Ps 23.6 million, excluding
 nonrecurring charges, compared to the prior year's operating income of Ps
 276.1 million. The 1994 results are comprised of a net operating loss on
 the Mexican operation of Ps 28.5 million, partially offset by operating
 earnings at MCII for the five months ended December 1994 of Ps 52.1
 million.

      Expanded Discussion of Coach Segment Using Pro Forma Data. Due to the
 impact of the operations of MCII, selected operating results for the
 Company's coach segment are presented on a pro forma basis giving effect
 to the acquisition of MCII as if it occurred January 1, 1993. This
 presentation allows a more meaningful comparison of the ongoing operations
 of the coach segment in both geographic areas of Mexico and the
 U.S,/Canada. Moreover, since the structure of the operations of MCII
 continue as they were before the acquisition, management believes that the
 pro forma data is meaningful in understanding future operations.

      Pro forma Table for Coach Segment for 1994 and 1993 as if MCII
 Acquisition Occurred January 1, 1993:

                                             1994                       1993
                                          -----------------------    -------
                                             (In millions of Ps)

      Net sales                             Ps 3,111.6            Ps 4,271.9
      Gross profit                           585.8                  916.4
      Operating expense                      447.7                  416.9
      Operating Income, excluding
         Nonrecurring Charges                138.1                  499.5

      Net Sales. As depicted in the above table, net sales for the coach
 segment in 1994 were Ps 3,111.6 million, a decrease of Ps 1,160.3 million,
 or 27.2%, from 1993. Net sales of the Mexican operation declined 79%, to
 Ps 446.8 million, as intercity coaches and transit buses sold in Mexico
 decreased from 1,818 units in 1993 to 373 in 1994. This decline was a
 result of a contraction in the Mexican coach market which was prompted by
 a softening of the economy and by a consolidation of coach operators
 beginning in late 1993. Sales of the entire Mexican industry in 1994
 declined 47% from 1993 and 40% compared to 1992. During 1994, the
 Company's positioning within the Mexican market declined to a market share
 of 16% from 42% in 1993. The consolidation of operators had a significant
 impact on this market-share decline. The Company's principal customer
 group, Estrella Blanca and its affiliates who represented approximately
 69% of the Company's coach sales in Mexico in 1993, acquired four smaller
 operators and then combined its coach lines and restructured route
 coverage. During 1994, sales to this customer comprised 38% of the
 Company's coach sales in Mexico.

      MCII sales on a pro forma basis for the year-ended 1994 totaled Ps
 2,664.7 million reflecting an increase of 23.1%, compared to Ps 2,164.1
 million for 1993. This increase was driven primarily by the sale of 1,059
 new units, 162 (18%) more than 1993, and, to a lesser extent, by an
 improved sales mix of higher-priced models.

      Gross profit margins. The coach gross profit margins presented in the
 table above indicate a decrease from a 21.5% margin in 1993 to 18.8% in
 1994. The Mexican operation's gross margin was 3.7%, compared to 21.3% for
 the prior year. The margin decline reflects the 1994 contraction in the
 Mexican coach market which resulted in higher per unit overhead costs due
 to lower production volume. MCII margins remained steady at 21.8% for both
 1994 and 1993.

      Operating income (loss). The coach segment operating income,
 excluding nonrecurring charges, of Ps 138.1 million is comprised of net
 operating losses of the Mexican operation of Ps 115.2 million offset by
 operating income of the MCII operation for the year-ended 1994 of Ps 253.3
 million. The operating losses in Mexico resulted from the contracted
 market for coaches. The Mexican coach operation operating loss of Ps 115.2
 million, compared to income of Ps 220.3 million for 1993, resulted from
 the decline in coach margins and sales, partially offset by lower selling
 and administrative expenses which experienced a 25.3% decrease.

      At the MCII operations, operating income increased slightly from Ps
 226.3 million in 1993 to Ps 253.3 million in 1994, reflecting the increase
 in sales, partially offset by higher selling and administrative expenses
 which resulted primarily from the increase in production levels, and
 business improvement and development costs.

Comprehensive Financing Results

      Net income includes the effects of comprehensive result of financing,
 of provisions for certain taxes and employee profit sharing, and of the
 equity in earnings of associated companies. During 1994, the net loss of
 Ps 953.9 million included net costs of financing of Ps 641.2 million, net
 expense from taxes and profit sharing of Ps 87.9 million and Ps 4.4
 million in earnings of associated companies accounted for under the equity
 method. As is customary under Mexican GAAP, four items are presented
 within comprehensive result of financing: interest income, interest
 expense, foreign exchange gain or loss and monetary position gain or loss.

      For 1994, interest expense of Ps 232.2 million represented an
 increase of Ps 106.8 million, or 85%, over 1993. This increase reflects
 the MCII acquisition in which the debt of MCII was assumed and the
 issuance by Grupo Dina of Debentures to finance a portion of the purchase
 of MCII common stock.

      The 1994 loss on the foreign exchange rate of Ps 592.1 million
 resulted from the devaluation of the Peso in December 1994 as explained
 previously, compared to the slight exchange gain for 1993 of Ps 4.4
 million.

      During 1994, the Company recorded a gain of Ps 50.7 million from its
 monetary position, an increase over the Ps 42.8 million gain in 1993.

Tax and Profit Sharing Provisions

      Income and asset taxes and employee profit sharing expenses totaled
 Ps 87.9 million for 1994 compared to Ps 126.4 million in 1993. Income tax
 expense, net of tax benefits utilized, was Ps 37.4 million for 1994, a
 decrease from the Ps 96.0 million for 1993. The income tax provision is
 determined on the basis of separate taxable income of each company and,
 for 1994, primarily reflects MCII income tax expense for the five months
 since its acquisition, of Ps 30.8 million.

      The provision for asset tax in Mexico is a type of minimum tax based
 on the average of the majority of restated assets less certain
 liabilities, as defined by law, and is paid only to the extent it exceeds
 net income tax expense. The 1994 asset tax, net of refundable taxes,
 increased to a Ps 37.7 million expense from a Ps 7.0 million benefit in
 1993, reflecting the lack of income tax expense in Mexico after the
 utilization of loss carryforwards.

      Employee profit sharing expense is based on taxable income (loss) of
 each of the Mexican subsidiaries before reductions from utilization of tax
 benefits and, due to Mexican subsidiaries with taxable income, the Company
 had a Ps 12.8 million expense for employee profit sharing even though the
 Company on a consolidated basis reported a net loss for 1994.

Equity of Affiliated Companies

      The equity in results of affiliated companies represents the
 Company's share of 1994 earnings in its finance affiliate and in Grupo
 Dina distributors.

Liquidity and Capital Resources

      The Peso's devaluation since December 1994 and the resulting
 contraction of the Mexican economy during 1995 led to sharp decreases
 within Mexico in the demand for trucks and coaches including those of the
 Company. The sharp reduction in sales has led to liquidity shortfalls for
 Grupo Dina. The Peso devaluation has also made access to the United States
 and international capital markets, which had been a source of liquidity in
 the past, extremely difficult. During 1995, the major source of cash and
 cash equivalents was the collection of sales and accounts receivable at
 the beginning of the year. These cash and cash equivalents have been used
 to finance Grupo Dina's operations throughout 1995. In 1995, Grupo Dina
 experienced difficulties collecting on its accounts receivable from
 Estrella Blanca, a major purchaser of coaches until 1994. In January 1996,
 Grupo Dina restructured all its accounts receivable from Estrella Blanca
 and Tres Estrellas through a global restructuring agreement. As a result
 of this global restructuring, all balances payable to Grupo Dina were
 renegotiated using as a reference "Units of Investment" (UDIS) which value
 changes based on the Mexican inflation rate. The principal balance,
 increased for inflation, will be payable in equal monthly installments
 over six years beginning July 1, 1997. These balances bear interest at a
 rate of 10% over the monthly reference value of UDIS payable beginning
 February 29, 1996. This agreement will be prepared individually for each
 specific company.

      In addition, Grupo Dina is in the process of negotiating a transfer
 of its balances receivable from Estrella Blanca and Tres Estrellas to
 Fondo Bancario de Proteccion al Ahorro (Banking Fund for the Protection of
 Savings) and use the resources obtained from this transfer in the
 capitalization of a related party, so that this company may obtain
 additional financing to sell Grupo Dina products in the future. These
 transactions are in the process of being formalized and are expected to be
 concluded by the end of July 1996.

      At the same time, Grupo Dina has mitigated the impact of these
 liquidity shortfalls in two important ways. First, Grupo Dina has
 undertaken severe cost reduction measures, pursuant to its cost reduction
 strategy, including worker lay-offs. See "Business of Grupo Dina --
 Strategy." Second, Grupo Dina will avoid material capital expenditures for
 the foreseeable future. As a result of Grupo Dina's major investment in
 the modernization of its plant and equipment in recent years, major
 capital expenditures are unnecessary.

      Net working capital (current assets less current liabilities) at
 March 31, 1996 was Ps 1,867.2 million compared to Ps 2,193.1 million at
 December 31, 1995, a decrease of 15%. At December 31, 1995, net working
 capital was Ps 2,193.1 million compared to Ps 2,698.5 million a year ago.
 This 19% decrease in net working capital resulted primarily from a Ps
 290.3 million decrease in the level of inventory, a Ps 213.4 million
 decrease in accounts receivable and the Ps 195.3 million decrease in the
 net investment in discontinued operations. The current ratio (current
 assets to current liabilities) was 3.1:1 at year end 1995 compared to
 2.7:1 a year ago. Excluding inventory and discontinued operations from
 current assets and current liabilities presents an acid test ratio at
 year-end of 1.1:1, which indicates the Company's ability at year-end to
 pay off short-term obligations without relying on the sale of inventories
 or the liquidation of the discontinued operations. Nevertheless, cash
 flows are constrained by the economic environment in Mexico and thus the
 Company is negotiating with suppliers to extend the terms of payments.

      The Company restructured certain accounts receivable, granting
 concessions to its customers. In the truck segment, the restructuring has
 extended the collection period from a range of 30 to 60 days to 60 to 180
 days. In the Mexican coach operation, the concessions granted were to the
 operation's principal customer and converted portions of this customer's
 receivables into long-term receivables while also collateralizing them
 with coaches and an equity interest in the customer. Management has
 established loss reserves for these amounts which it believes to be
 adequate. While the time frame for collection may be over an extended
 period and may place additional cash flow pressures on the Company,
 management believes they will be realized.

      Management regularly reviews and forecasts cash flow requirements.
 For 1996, due to the severe decrease in demand for trucks and coaches in
 the Mexican market, management anticipates having an operating loss in
 Mexico. The cash needs due to this expected operating loss may be funded
 from various sources, including reductions in working capital investments
 such as inventories and receivables, and selective asset dispositions.
 Currently, the Company is in the process of consolidating substantially
 all functions, both administrative and operational, into its Sahagun
 facilities. As part of this process the Mexico City corporate office
 building was sold in October for approximately US$5 million. As of
 year-end 1995, the Company had available in the U.S. short- term lines of
 credit of Ps 338.2 million while none were available in Mexico. Because of
 the current economic situation's impact on Mexican banks, the extension of
 these short-term lines of credit in Mexico is restricted. While Grupo Dina
 received cash and other asset dividends from MCII totaling US$40 million
 in 1994 and none in 1995, future dividends or loans to Grupo Dina are
 constrained by loan covenants of MCII, as outlined below.

      Most of the Company's operations involve the assembly of components
 that are manufactured by others. Thus, large capital expenditures normally
 associated with heavy equipment manufacturing are not required of the
 Company. As of March 31, 1996, the Company did not have any material
 commitments for capital expenditures. The Company currently expects
 capital expenditures in Mexico of US$ 6 million in 1996 and US$ 10 million
 in 1997 for plant and systems reengineering and production start up of new
 cabin models. Capital expenditures in the U.S. are expected to range from
 US$15 to US$25 million annually during the next two years for plant and
 systems reengineering and production start up of new coach models.
 Anticipated capital expenditures in Mexico will be contingent upon the
 timing and extent of a recovery in the Mexican economy.

      For capital resources, the Company has customarily accessed both debt
 and equity markets. In August 1994, in conjunction with the acquisition of
 MCII, Grupo Dina issued no par Series L shares, listed on the NYSE in the
 form of Series L ADSs, and Debentures due in 2004, which are convertible
 into Series L ADSs. The Series L ADSs and the Debentures were issued in
 exchange for 51% and 49%, respectively, of the MCII common stock.

      Grupo Dina's ratio of long term debt to total capital (long term debt
 plus total stockholders equity, including minority interest) at March 31,
 1996 was 69.4% as compared to 70.8% at December 31,1995 and 68.2% at
 December 31, 1994, the increase mainly due to the devaluation of the Peso
 since the total long term debt is expressed in dollars. The long term debt
 balance at December 31, 1994 of Ps 4.1 billion is an increase of Ps 3.3
 billion over year end 1993. This increase reflects the issuance of the
 Debentures and the long term debt of MCII as well as the revaluation of
 the Eurobonds to reflect the Peso devaluation.

      The long-term debt used by MCII in its operations is comprised of a
 bank credit facility and term notes payable. The bank credit facility is
 with a group of banks, with Citibank, N.A. as agent, which have agreed to
 make available up to US$125 million. The bank credit facility is unsecured
 and provides funding on a revolving credit basis through July 31, 1998.
 The facility is used to provide working capital financing, to issue
 standby letters of credit (up to US$35 million) to support performance
 bond obligations and to fund other corporate needs. Loan covenants under
 the bank credit facility include, among others, limitations on dividend
 payments, investments, sales of assets, transactions with affiliates, and
 minimum net worth, leverage and fixed charge coverage requirements. In
 November 1994, MCII issued term notes payable as private placement debt
 totaling US$125.0 million. These notes are unsecured debt and contain
 various covenants, including, among others, limitations on dividend
 payments, investments, sales of assets, transactions with affiliates, and
 minimum net worth, leverage and current ratio requirements. Loan covenants
 of MCII result in constraints on dividends, loans and other cash flows
 that otherwise could be extended to the Company, thereby restricting the
 Company's ability to access funds from this subsidiary.

      The principal of the Notes (together with all interest accrued and
 unpaid thereon) may be accelerated upon certain events of default,
 including, among others, the failure to pay principal and interest due on
 the Notes, the failure to comply with certain of the covenants or
 agreements in the Indenture if such failure continues beyond the
 applicable notice period, the failure by MCII Holdings or any of its
 subsidiaries to pay certain debts when due within the applicable grace
 period or the acceleration of such debt, a default under the indenture
 governing the Debentures or the fiscal agency agreement governing the
 Eurobonds, and the occurrence of a Change of Control (as defined below).

      The Notes are redeemable at the option of Grupo Dina at any time on
 or after November 15, 1998 at 100% of the principal amount thereof plus
 accrued and unpaid interest. Upon a Change of Control, holders of New
 Notes will have the right to require Grupo Dina and MCII Holdings to
 repurchase all or a portion of their Notes at a purchase price equal to
 the Accreted Value thereof, if on or prior to November 15, 1995, and equal
 to the aggregate principal amount thereof, plus accrued and unpaid
 interest, if any, thereafter. See "Description of the Notes."

      The Indenture includes covenants which place restrictions on MCII
 Holdings' ability to, among other things, (i) incur debt; (ii) issue
 preferred stock; (iii) make certain payments, including MCII Holdings'
 ability to pay divi- dends on its capital stock; (iv) incur liens; (v)
 dispose of the capital stock of MCII and (vi) consolidate or merge with
 any person, or sell, lease, convey, transfer or otherwise dispose of all
 or substantially all of its assets, or acquire all or substantially all of
 the assets or capital stock of any other person. In the case of Grupo
 Dina, the covenants under the Indenture restrict its ability to, among
 other things, (i) make certain payments, including Grupo Dina's ability to
 pay dividends on its capital stock; (ii) incur liens and (iii) sell,
 lease, convey, transfer or otherwise dispose of its securities, property
 or other assets. MCII Holdings' obligation under the New Notes is secured
 by, among other things, a pledge of the shares it holds of MCII. See
 "Description of the Notes."

      The principal of the Debentures (together with all interest accrued
 and unpaid thereon) may be accelerated upon certain events of default,
 including, among others, the failure to pay principal and interest due on
 the Debentures, the failure in the performance of any other covenant of
 Grupo Dina in the related indenture beyond the applicable notice period
 and the default under certain other types of indebtedness of Grupo Dina.
 In addition, the indenture includes certain restrictions on Grupo Dina's
 ability to consolidate with, or merge into, or sell, lease, transfer or
 convey its properties or assets substantially as an entirety to another
 person. Under certain circumstances, Grupo Dina may redeem the Debentures,
 in whole or in part, at defined redemption prices.

      At March 31, 1996, the Company is in compliance with its debt
 covenants. While management believes its cash flows and borrowing capacity
 will be sufficient to satisfy operating and debt service needs for the
 near-term, these sources and operating needs could also be impacted
 negatively by a prolonged downturn in the Mexican economy. Moreover, the
 Company's continued compliance with debt covenants, its access to debt and
 equity markets and the declaration of future dividends also may be
 impacted by the downturn and management's response thereto.

Recently Issued Accounting Pronouncements

      For U.S. GAAP financial statements, Statement of Financial Accounting
 Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
 Assets and for Long-Lived Assets to be Disposed of," is required in 1996.
 SFAS No. 121 requires that long-lived assets be reviewed for impairment
 whenever events or circumstances indicate that the carrying amount of the
 asset may not be recoverable. If the sum of the expected future cash flows
 (undiscounted and without interest charges) from an asset to be held and
 used in operations is less than the carrying value of the assets, an
 impairment loss must be recognized in the amount of the difference between
 the carrying value and the fair value. Assets to be disposed of must be
 valued at the lower of carrying value or fair value less cost to sell. In
 management's opinion, SFAS No. 121 has not had a material impact on the
 Company's financial position under U.S. GAAP.

Impact of Governmental Policies

      In addition to the discussion relating to the Peso devaluation
 presented above, the Mexican government will continue to have a
 significant impact on the Company as a result of any fiscal or political
 changes which it might implement. Now that NAFTA has been implemented, and
 after the recovery from the current economic recession, management expects
 that cross-border trade and tourism between Mexico and the U.S. will
 steadily increase. This trend should generate additional truck sales in
 Mexico as Mexican truck operators seek to compete with their U.S. and
 Canadian counterparts by, among other strategies, upgrading their
 equipment and as U.S. and Canadian truck operators, operating in Mexico
 through joint ventures, invest in vehicles especially adapted to Mexican
 road conditions. However, management expects competition to increase as
 U.S. automakers, with a presence in the Mexican automobile market may also
 enter the truck market. Sales of intercity coaches may also be favorably
 impacted by increased cross-border tourism.

Contingencies

      MCII Holdings is in the process of obtaining information in order to
 quantify any potential liability related to certain U.S. and Canadian tax
 contingencies. The time frame for ultimate resolution of this matter is
 uncertain; however, based on information currently available, management
 believes that any resulting liability will not be material to the
 Company's financial condition or results of operations.


                   SELECTED FINANCIAL DATA OF MCII HOLDINGS

      MCII Holdings was incorporated in connection with the issuance of the
 Old Notes and carries out its operations through MCII and MCII's
 subsidiaries. MCII Holdings was formed for the purpose of holding MCII as
 its wholly owned subsidiary. On May 28, 1996, Grupo Dina transferred to
 Holdings all 100 shares of MCII, $.01 par value common stock, in exchange
 for which MCII Holdings issued to Grupo Dina all 1,000 shares of its $.01
 par value common stock. As a result of this exchange between entities
 under common control, the transaction was accounted for at historical cost
 in a manner similar to that in a pooling of interests and, therefore, all
 prior financial statements presented have been restated as if the exchange
 took place at the beginning of such periods. The following selected
 consolidated financial data as of and for the twelve months ended December
 31, 1991, 1992, 1993, the seven months ended July 31, 1994, the five
 months ended December 31, 1994 and the twelve months ended December 31,
 1995 were derived from the audited financial statements of MCII Holdings.
 The selected consolidated financial data as of and for the three months
 ended March 31, 1995 and 1996 has been derived from the unaudited
 consolidated financial statements of MCII Holdings. The unaudited
 financial statements for the three months ended March 31, 1995 and 1996
 include all adjustments, consisting of only normal recurring adjustments,
 that management considers necessary for fair presentation of the financial
 position and results of operations for the periods then ended. Results of
 operations for the three months ended March 31, 1996 are not necessarily
 indicative of results which may be expected for the entire year.

      The Dial Corp. ("Dial") sold MCII pursuant to an initial public
 offering on August 12, 1993. As a result, for periods prior to August 12,
 1993, the summary consolidated financial data of MCII Holdings set forth
 below represent the combined operating results and activities of Dial's
 transportation manufacturing and replacement parts segment now conducted
 by MCII Holdings, excluding the Canadian transit bus manufacturing
 business formerly conducted by Dial that is not owned by MCII Holdings. In
 accordance with U.S. GAAP, the assets and liabilities of the
 transportation manufacturing and replacement parts business have been
 reflected in the consolidated financial statements of MCII Holdings on the
 basis of Dial's historical costs. Operating results and activities
 subsequent to August 12, 1993 mean the consolidated results and activities
 of MCII Holdings and its subsidiaries. On August 8, 1994, Grupo Dina
 acquired all of the issued and outstanding common stock of MCII (the
 "Merger"). The Merger was accounted for as a purchase in accordance with
 Accounting Principles Board Opinion No. 16 and therefore, the assets and
 liabilities of MCII were stated at their estimated fair values as of the
 acquisition date ("purchase accounting"). The excess of the consideration
 paid by Grupo Dina over the estimated fair value of the net assets
 acquired was recorded as goodwill in MCII's financial statements. As a
 result of the application of purchase accounting, the financial statements
 before and after the Merger may not be comparable in all material
 respects. For financial reporting purposes, the Merger was accounted for
 effective August 1, 1994. Therefore, all financial information for periods
 prior to August 1, 1994, is labeled as "Predecessor." The following
 selected financial data should be read in conjunction with "Management's
 Discussion and Analysis of Financial Condition and Results of Operations
 of MCII Holdings" and the consolidated financial statements of MCII
 Holdings and notes thereto included elsewhere in this Prospectus.




                                                 PREDECESSOR
                                 --------------------------------------------
                                        YEAR ENDED DECEMBER 31,               
                                 -----------------------------                                                 THREE MONTHS ENDED
                                                                         SEVEN        FIVE
                                                                        MONTHS       MONTHS         YEAR
                                                                         ENDED       ENDED         ENDED
                                                                       JULY 31,   DECEMBER 31,  DECEMBER 31,  MARCH 31,    MARCH 31,
                                  1991         1992       1993         1994          1994          1995        1995          1996
                               ----------   ---------   ---------     ----------   ----------    ----------  -----------   ---------
                                                         (IN MILLIONS, EXCEPT NUMBER OF NEW COACHES DELIVERED)

INCOME STATEMENT INFORMATION:

 REVENUES:
                                                                                                    
  SALES........................ US$311.4     US$337.0  US$394.1     US$271.8      US$191.8      US$509.9   US$123.4       US$140.6
  FINANCE INCOME...............      8.0          7.0       4.9          1.3           2.6           6.4        1.0            1.5
                                   319.4        344.0     399.0        273.1         194.4         516.3      124.4          142.1
 OPERATING COSTS AND EXPENSES:
  COST OF SALES (EXCLUSIVE OF
  ITEMS SHOWN SEPARATELY
  BELOW .......................    237.5        253.6     303.1        203.5         151.6         397.4       94.6          112.3
  PROVISION FOR RELOCATION OF
  MANUFACTURING FACILITIES.....      9.6
  DEPRECIATION AND AMORTIZATION      4.6          5.0       4.5          3.3           5.8          14.6        3.3            4.1
  INTEREST EXPENSE,
   FINANCE OPERATIONS..........      3.4          2.5        .8          0.3           0.7           2.7        0.6            0.7
  RESEARCH AND DEVELOPMENT
   EXPENSES....................      2.5          2.3       1.4          1.3           0.5           2.9        0.4            1.9
  SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES.....     34.9         38.0      43.9         27.8          26.6          60.4       14.9           15.0
                                   292.5        301.4     353.7        236.2         185.2         478.0      113.8          134.0
OPERATING INCOME...............     26.9         42.6      45.3         36.9           9.2          38.3       10.6            8.1
 OTHER COSTS AND EXPENSES:
 MERGER RELATED EXPENSES.......                                         11.3
 INTEREST EXPENSE..............       .8           .7       1.5          1.8           2.5          13.4        2.9            3.4
 OTHER (INCOME)................                  (1.7)     (1.4)        (0.2)         (0.2)         (0.5)      (0.2)          (0.2)
 GAIN FROM SALE OF MARKETABLE
 SECURITIES....................                                                                    (10.5)
 MINORITY INTERESTS...........       1.8          2.4       2.0          0.4
                                     2.6          1.4       2.1         13.3           2.3           2.4        2.7            3.2
INCOME BEFORE INCOME TAXES.....     24.3         41.2      43.3         23.6           6.9          35.9        7.9            4.9
INCOME TAXES...................     10.0         15.7      16.6         11.5           4.0          17.6        3.7            2.5
INCOME FROM CONTINUING
OPERATIONS.....................     14.3         25.5      26.6         12.1           2.9          18.3        4.2            2.4
DISCONTINUED OPERATIONS........    (30.2)       (46.6)    (60.4)        (3.5)
INCOME (LOSS) BEFORE CUMULATIVE
 EFFECT OF CHANGE IN ACCOUNTING
 PRINCIPLE.....................    (15.9)       (21.1)    (33.8)         8.6           2.9          18.3        4.2            2.4
CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE(1)......                   (2.9)
NET INCOME (LOSS)               US$(15.9)    US$(24.0) US$(33.8)      US$8.6        US$2.9       US$18.3     US$4.2         US$2.4

NUMBER OF NEW COACHES
DELIVERED......................      602          776       897          628           431         1,169        269            313






                                                PREDECESSOR
                                                 DECEMBER 31,                       DECEMBER 31,            MARCH 31,
                                       1991          1992          1993           1994        1995        1995         1996
                                       ----          ----          ----           ----        ----        ----         ----
BALANCE SHEET INFORMATION:

                                                                                                  
  TOTAL ASSETS..................      US$279.3      US$322.7      US$286.0      US$558.9     US$614.0   US$589.5     US$621.0
  WORKING CAPITAL...............          28.0          84.7          70.3         103.3        156.7      138.9        150.6
  LONG-TERM DEBT, INCLUDING                2.6            .8          90.5         195.0        217.8      203.8        217.8
CURRENT PORTION.................

  STOCKHOLDERS' EQUITY(2).......         158.3         235.9          98.4         272.8        294.8      278.3        297.7

<FN>
- - -------------------
(1)  Initial application of SFAS No. 106, "Employers' Accounting for
     Postretirement Benefits Other than Pensions."

(2)  Stockholders' equity for periods prior to August 1993 represent Dial's
     investment and advances in the transportation, manufacturing and
     replacement parts segment now conducted by MCII Holdings.







              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS OF MCII HOLDINGS

      The following discussion should be read in conjunction with the
 historical financial statements of MCII Holdings and notes thereto
 included elsewhere in this Prospectus and the information set forth under
 "Selected Historical Consolidated Financial Data of MCII Holdings."

Overview

      MCII Holdings, through its wholly owned subsidiary, MCII, operates in
 two principal business seg- ments--coach manufacturing and support, and
 replacement parts. MCII's coach manufacturing and support segment designs,
 manufactures, assembles and markets new coaches in the United States and
 Canada, and supports its product offerings with new and used coach
 dealership marketing services and, on a limited basis, coach financing.
 During 1995, MCII Holdings' coach manufacturing and support segment also
 began purchasing from Grupo Dina the Viaggio, an intercity coach
 manufactured by Grupo Dina, for resale in the United States. MCII
 Holdings' replacement parts distribution operation provides OEM-quality
 replacement parts for intercity coaches and transit buses in the United
 States and Canada which were manufactured by MCII Holdings or, in the case
 of transit buses, MCII Holdings' predecessor or successors. MCII Holdings'
 replacement parts operation also provides selected replacement parts for
 non-MCII Holdings manufactured coaches, transit buses, school buses, and
 diesel engines.

      MCII's coach manufacturing business is highly cyclical, while its
 replacement parts distribution business has certain counter cyclical
 characteristics. During times of general economic weakness, many coach
 manufacturing customers may postpone fleet replacement programs and, in
 some cases, reduce the size of their fleets. As economic recovery occurs,
 these customers tend to accelerate fleet replacement programs and, in some
 cases, increase the size of their fleets. The replacement parts business
 is affected by somewhat different factors than the coach manufacturing
 business. Deferrals of new coach or transit bus purchases can have a
 favorable impact on replacement parts sales as the resultant older fleet
 requires increased maintenance and more parts. Reduced usage of an aging
 fleet and overall fleet downsizing, however, may cause replacement parts
 sales to decline.

      On August 12, 1993, Dial sold, through an initial public offering, 20
 million shares of MCII pursuant to an underwriting agreement dated August
 5, 1993. Dial's transportation manufacturing and service parts
 subsidiaries were transferred to MCII immediately after and in connection
 with the public offering of MCII shares.

      In November 1993, the Board of Directors approved a plan of
 disposition of the transit manufacturing segment. This decision was based
 upon management's review of market activities, business prospects,
 competitive bidding, evaluation of backlogs, economic value analysis, and
 opportunities for cost reduction, which indicated that the transit
 manufacturing business may not achieve acceptable profitability in the
 foreseeable future. As a result of this decision, a charge to discontinued
 operations of US$87.2 million (US$53.6 million after-tax) was recorded in
 the third quarter of 1993 to reflect the estimated loss on disposal of the
 transit manufacturing segment. During 1994, based upon further analysis of
 the estimated loss to be incurred on the disposal, an additional provision
 of US$5.4 million (US$3.5 million after-tax) was recorded.

      In November 1994, MCII Holdings sold the fixed assets and certain of
 the inventory of the transit manufacturing business for aggregate
 consideration of US$14.9 million, consisting of US$10.0 million in cash
 and a US$4.9 million note receivable. As part of the transaction, the
 purchaser agreed not to distribute parts for transit buses previously made
 by MCII Holdings for a period of five years. MCII Holdings retained all
 other assets and remaining liabilities of the transit manufacturing
 business, consisting primarily of accounts receivable, inventory, warranty
 reserves, and reserves for employee benefits.

      On November 4, 1993, the Board of Directors authorized an offer by
 MCII (the "MCIL Offer") to acquire the approximately 2.6 million common
 shares (31% of the total outstanding common shares) of MCIL that MCII did
 not own, at a price of C$16.00 per share. MCII subsequently agreed to make
 an additional payment of C$1.00 per share upon successful completion of
 the Merger. The MCIL Offer closed on February 18, 1994, with over 92% of
 the publicly held stock being tendered to MCII. MCII exercised its
 statutory right to purchase the remaining publicly held stock and now owns
 100% of MCIL (collectively the "MCIL Acquisition"). The acquisition was
 accounted for as a purchase and all outstanding assets and liabilities of
 MCIL were recorded at their estimated fair market value on the date of the
 acquisition. The excess of the purchase price over the fair value of net
 assets acquired was US$11.9 million and is recorded as goodwill, which is
 being amortized over 40 years using the straight line method.

      On August 8, 1994, Grupo Dina acquired all of the issued and
 outstanding common stock of MCII for aggregate consideration of US$311.6
 million. The transaction was effected through the exchange of 54.2 million
 Series L shares of Grupo Dina for 51% of the outstanding shares of MCII
 and US$164.0 million of the Debentures for the remaining 49% of the
 outstanding shares. The Merger was accounted for as a purchase and
 "push-down accounting" was applied, with the result that purchase
 accounting adjustments were reflected in the financial statements of MCII
 and its subsidiaries. Application of push-down accounting resulted in an
 adjustment of all outstanding assets and liabilities of MCII to their
 estimated fair market value on the date of the acquisition. The excess of
 the consideration paid by Grupo Dina over the estimated fair value of the
 assets acquired was US$236.1 million and is recorded as goodwill, which is
 being amortized over 40 years using the straight line method. The
 application of push down accounting has resulted in an increase in
 depreciation expense due to the step-up in basis of property, plant and
 equipment, and an increase in amortization expense due to the creation of
 the goodwill.

Results of Operations

First Quarter 1996 Compared to First Quarter 1995

      General. Revenues for the first quarter ended March 31, 1996 were
 US$142.1 million, an increase of 14.2% from US$124.4 million for first
 quarter 1995. The increase is due to increases in both the coach
 manufacturing and support segment and the replacement parts segment. The
 overall gross margin, defined as sales less cost of sales (exclusive of
 depreciation and amortization), as a percent of sales was 20.2% compared
 to 23.4% for first quarter 1995.

      Operating income was US$8.1 million in first quarter 1996 compared to
 US$10.6 million in first quarter 1995. The decrease is primarily
 attributable to increased research and development expenses and
 depreciation and amortization expenses.

      Income from continuing operations was US$2.4 million, a decrease of
 US$1.8 million from the US$4.2 million for first quarter 1995.

      Coach Manufacturing and Support. Coach manufacturing and support
 sales (excluding finance income) for first quarter 1996 increased 11.5% to
 US$101.7 million, reflecting sales of 292 new units (258 MCIs and 34
 Viaggios), compared to US$90.0 million for the same period of 1995 which
 was driven by sales of 269 new units (264 MCIs and 5 Viaggios). Also
 contributing to the increase was an increase in the average sales price of
 new coaches sold. In addition to the sold units in first quarter 1996, 21
 units were delivered under leases which are not reflected in sales. Taking
 into account these units, new coach deliveries increased 16%, from 269 to
 313 units.

      In the first quarter 1996, the gross margin percentage was 19.5%
 compared to 23.3% for first quarter 1995. The decrease in margin
 percentage reflects an increase in the volume of Viaggios sold, which
 sales produced a 6.4% margin for MCII Holdings, and lower margins on used
 coach sales as a result of sales of slower moving inventory.

      Order backlog as of March 31, 1996 was 450 units, which included 130
 units for GLI, compared to 439 units at March 31, 1995, which included 102
 units for GLI.

      Replacement Parts. Replacement parts revenues were US$38.9 million in
 the first quarter of 1996 compared to US $33.4 million in 1995. The 16.5%
 increase is primarily attributable to sales in the new diesel and school
 bus product lines, increased sales of remanufactured parts and sales
 promotion programs introduced in 1996.

      Gross margin percentage decreased to 21.7% in 1996 from 23.5% in
 1995. The lower gross margins are primarily due to product mix, including
 remanufactured parts which have a lower margin, and promotional pricing.

      Depreciation and Amortization. Depreciation and amortization expenses
 increased to US$4.1 million in the first quarter of 1996, a 24% increase
 over the US$3.3 million recorded in 1995. The increase is attributable to
 an increase in coaches held for lease and property, plant and equipment
 additions.

      Research and Development. Research and development expenses increased
 to US$1.9 million, a US$1.5 million increase over the US$383,000 recorded
 in 1995 reflecting increased expenditures for the new tour and charter
 coach model to be released in 1997.

      Selling, General and Administrative Expenses. Selling, general and
 administrative expenses remained constant at US$15.0 million in 1996 and
 1995.

      Interest Expense. Interest expense increased 14% to US$3.3 million in
 1996 from US$2.9 million in 1995. The increase is primarily due to
 increased debt balances primarily to support higher levels of coaches held
 for lease.

      Income Taxes. MCII Holdings' effective income tax rates in the first
 quarter of 1996 and 1995, excluding non-deductible good-wil amortization,
 were comparable at 41.8% and 41.6%, respectively.

1995 Compared to 1994

      General. Revenues for 1995 were US$516.3 million, up 10.4% from
 US$467.5 million for 1994. The increase is primarily attributable to an
 increase in new and used coach sales. The overall gross margin, defined as
 sales less cost of sales (exclusive of depreciation and amortization) as a
 percent of sales, was 22.1% for 1995 compared to 23.4% for 1994.

      Operating income was US$38.3 million and US$46.0 million in 1995 and
 1994, respectively. Excluding the additional depreciation and amortization
 which resulted from the Merger, operating income would have been US$44.7
 million in 1995 compared to US$48.7 million in 1994. On an adjusted basis,
 the overall operating margin declined from 10.4% in 1994 to 8.7% in 1995.

      Income from continuing operations was US$18.3 million, up 22.0% from
 US$15.0 million during 1994. Income from continuing operations in 1995
 included an after-tax gain from the sale of an investment in GLI common
 stock of US$6.9 million while 1994 included expenses of US$8.6 million
 after tax related to the Merger. Excluding these items, income from
 continuing operations would have been US$11.4 million and US$23.6 million
 for 1995 and 1994, respectively.

      Coach Manufacturing and Support. Coach manufacturing and support
 sales (excluding finance income) were US$369.4 million reflecting 1,119
 new units sold (of which 112 units were Grupo Dina's Viaggio model) in
 1995 compared to US$328.9 million based on 1,059 new units sold (of which
 none were Viaggio models) in 1994. This increase in sales was due to an
 increase in the average sales price of new coaches and a change in the mix
 of units sold as higher-priced 45-foot models comprised a larger
 percentage of units sold while lower-priced GLI models comprised a smaller
 percentage. GLI purchased 282 units in 1994 compared to 111 units in 1995.
 Also, in 1995 50 units were delivered to GLI under intermediate-term
 leases and, as such, these units were not included in sales for 1995.
 Including these 50 units, total new coach deliveries in 1995 were 1,169
 units compared to 1,059 units for 1994. Gross margins decreased to 23.0%
 in 1995 from 23.7% in 1994. The decrease in gross margin percentage
 resulted primarily from an increase in sales of lower-margin units. Grupo
 Dina manufactured Viaggio units, which only produced a 6.6% margin for
 MCII as the manufacturing profit accrues to the benefit of Grupo Dina.

      Replacement Parts. Replacement parts revenues increased by 4.3% to
 US$140.5 million in 1995 from US$134.7 million in 1994. The introduction
 of a line of diesel engine parts and increased school bus parts sales and
 sales to GLI contributed to the increase in replacements parts revenues.
 The increase in school bus parts sales is primarily attributable to the
 April 1995 acquisition of a school bus parts distribution company. Gross
 margin as a percent of revenues decreased to 23.2% in 1995 from 24.9% in
 the preceding year. The reduction in gross margin percentage primarily
 resulted from higher distribution costs in 1995 compared to 1994
 reflecting an increase in capacity to accommodate anticipated growth from
 diesel engine and school bus parts sales.

      Depreciation and Amortization. Depreciation and amortization
 increased from US$9.1 million during 1994 to US$14.6 million during 1995.
 The increase is due to the depreciation and amortization related to the
 revaluation of fixed assets and recognition of goodwill, which occurred
 due to the Merger with Grupo Dina.

      Research and Development Expenses. For 1995 research and development
 expenses were US$2.9 million, or US$1.2 million higher than 1994. The
 increase is due to higher spending in 1995 for the development of a new
 "tour and charter" model which management expects to introduce in early
 1997.

      Selling, General and Administrative Expenses. Selling, general and
 administrative expenses increased to US$60.4 million for 1995 from US$54.4
 million for 1994. During 1995, MCII experienced increased payroll and
 consulting expenses as a result of the introduction of the diesel engine
 and school bus parts lines and implementation of a new information system
 for use in new coach manufacturing. However, as a percentage of revenues,
 selling, general and administrative expenses in 1995 were consistent with
 1994 at 11.7% and 11.6%, respectively.

      Interest Expense. Interest expense for 1995 was US$13.4 million
 compared to US$4.3 million in the preceding year. The increase is a result
 of additional borrowings outstanding and a higher average interest rate
 during 1995 compared to 1994.

      Other Income. For 1995, other income increased $10.6 million
 primarily as a result of the gain on sale of an investment in GLI common
 stock.

      Income Taxes. MCII Holdings' effective combined income tax rates,
 excluding the effect of non-deductible goodwill amortization,
 non-deductible foreign dividend received, merger related costs in 1994,
 and a lower Canadian capital gains rate on the GLI investment gain 1995,
 were 40.2% and 40.7% for 1995 and 1994, respectively.

1994 Compared to 1993

      General. MCII Holdings' revenues in 1994 were US$467.5 million, up
 17.2% from US$399.0 million in the prior year. Both segments of the
 Company contributed to this increase, with coach manufacturing posting the
 strongest gains primarily due to shipments of 162 more units in 1994
 compared with 1993. The gross margin percentage remained relatively
 constant at 23.4% and 23.1% in 1994 and 1993, respectively.

      Operating income increased slightly to US$46.0 million in 1994 from
 US$45.4 million in 1993. Excluding the effects of the Merger and the MCIL
 Acquisition, operating income improved by US$4.9 million in 1994, an
 increase of 9.7% compared to 1993. The adjusted operating margin fell
 slightly to 10.6% in 1994 from 11.4% in 1993.

      Income from continuing operations was US$15.0 million, down 43.6%
 from US$26.6 million in 1993. However, excluding the effects of the Merger
 and the MCIL Acquisition, income from continuing operations increased
 US$0.6 million compared to 1993. The improvement in income from continuing
 operations primarily reflects stronger operating results which is
 partially offset by higher interest expense in 1994 and a one-time net tax
 benefit of US$928,000 in 1993.

      Net income for 1994 was US$11.5 million, compared to a US$33.8
 million loss in 1993. Net income in 1994 includes a US$3.5 million
 provision (after tax) for the additional estimated losses to be incurred
 on the disposal of MCII Holdings' transit business. The 1993 net loss
 includes a US$53.6 million charge recognized upon discontinuance of the
 transit manufacturing segment as well as transit manufacturing operating
 losses of US$6.8 million.

      Coach Manufacturing and Support. Coach manufacturing and support
 sales (excluding finance income) increased 22.8% to US$328.9 million based
 on 1,059 new units delivered in 1994 from US$267.9 million based on 897
 units delivered in the prior year. The sales improvement reflects stronger
 volume in new coach sales to independent operators which also results in a
 favorable mix of models with higher sales prices primarily due to the
 lower percentage of lower-cost GLI units, and stronger used coach volume.
 Gross margins were 23.7% and 22.0% in 1994 and 1993, respectively. The
 improvement reflects lower 1993 margins primarily resulting from higher
 engineering costs incurred on production start-up for the 45-foot coach
 model and as a result of increased warranty expense in 1993 due to
 difficulties with a then new cooling system, while margins were improved
 in 1994 primarily due to efficiencies achieved through higher line rates,
 partially offset by lower margins in the used and custom coach segments.

      Replacement Parts. Replacement parts revenue improved US$8.5 million,
 or 6.7%, to US$134.7 million in 1994 compared with US$126.2 million in
 1993. The improvement in revenues reflects volume increases of 9% and 14%
 to transit customers and GLI, respectively. Gross margins decreased
 slightly to 24.9% from 25.4% in 1993.

      Depreciation and Amortization. Depreciation and amortization
 increased to US$9.1 million during 1994 from US$4.5 million during 1993.
 The increase is principally due depreciation and amortization related to
 the revaluation of fixed assets and recognition of goodwill, which
 occurred as a result of the MCIL Acquisition and the Merger.

      Selling, General and Administrative Expenses. Selling, general and
 administrative expenses increased by US$10.5 million or 23.9% in 1994 from
 US$43.9 million in 1993. The increase results from higher revenues and
 additional costs incurred as a stand-alone company for a full year in 1994
 compared with only five months in 1993. When viewed as a percentage of
 revenues, selling, general and administrative expenses remained relatively
 constant at 11.6% and 11.0% in 1994 and 1993, respectively.

      Merger Related Expenses. In connection with the Merger in 1994, MCII
 Holdings incurred US$11.3 million of Merger related expenses for the cash
 settlement of all outstanding stock options and the acceleration of
 vesting on all unvested restricted stock (US$6.8 million) and for
 professional fees, printing, travel and other costs related to the
 transaction (US$4.5 million).

      Interest Expense. Interest expense was US$4.3 million and US$1.5
 million in 1994 and 1993, respectively. The increase in interest expense
 results primarily from higher average external debt during 1994. Prior to
 the initial public offering of MCII in August 1993, Dial provided funding
 for MCII Holdings' operations and capital expenditures, and such Dial
 advances were reflected in the financial statements on an interest-free
 basis. Subsequent to the initial public offering, MCII has utilized
 external financing to meet its cash needs.

      Income Taxes. MCII Holdings' effective combined income tax rates,
 excluding the effect of non-deductible goodwill amortization and
 Merger-related costs, as well as a one time deferred tax benefit of US$1.3
 million resulting from a 1% increase in the U.S. corporate tax rate in
 1993, were 41.6% and 41.4% for 1994 and 1993, respectively.

Seasonality

      Generally, MCII Holdings' results of operations are somewhat
 seasonal, as quarterly sales and earnings in the intercity coach business
 have been stronger in the second quarter and weaker in the third quarter
 since operators have tended to request delivery just prior to their
 busiest travel season and not prior to non-peak seasons. In addition, MCII
 Holdings traditionally shuts down its plants in the third quarter for
 routine maintenance and employee vacations, thus reducing the number of
 production days in the quarter.

      The following table sets forth the condensed quarterly operating
 results of MCII Holdings. In the opinion of management, such quarterly
 information has been prepared on the same basis as MCII Holdings' annual
 audited consolidated financial statements and includes all adjustments
 consisting of normal recurring adjustments, necessary to present fairly
 the information for the periods when read in conjunction with the
 consolidated financial statements and notes thereto. The operating results
 for any one quarter are not necessarily indicative of the results to be
 achieved for a full year or any future quarter.




                                             (In millions of Dollars)

                                                                                                   
                          Jun              Dec              Jun           Sep     Dec              
                 Mar 31,   30,    Sep 30,   31,    Mar 31,   30,           30,     31,     Mar 31
                  1994     1994   1994(a)   1994    1995     1995          1995    1995     1996
                 -----    -----   -----    -----   -----    -----         ----    -----   -------

                                                                 
Revenues          105.9   132.7    110.1   118.7    124.4   145.6          96.6   149.7     142.1

Operating          12.1    22.1      9.0     2.9     10.6    17.8           1.4     8.5       8.1
Income

Income From         6.6    12.7     (4.1)   (0.1)     4.2     8.1          (1.8)    7.8       2.4
Continuing
Operations

Discontinued                        (3.5)
Operations

Net Income          6.6    12.7     (7.6)   (0.1)     4.2     8.1          (1.8)    7.8       2.4
(Loss)

<FN>
- - -------------------------
      (a)   The  unaudited  data for the quarter  ended  September 30, 1994
            includes the  recognition of Merger related  expenses  (US$11.3
            million pre-tax).



Liquidity and Capital Resources

      MCII Holdings has historically relied primarily on internally
 generated funds, funds available through credit facilities, and, for the
 periods prior to August 1993, funds provided by Dial to finance its
 operations and capital expenditures. MCII Holdings' working capital
 requirements can vary greatly from period to period, depending on the
 volume of production, the timing of deliveries of coaches, and to a lesser
 extent, replacement parts, the payment terms offered to customers and the
 level of MCII Holdings' financing activities. However, MCII Holdings
 believes that its cash flows from operations and the availability of
 additional borrowings under credit facilities will be sufficient to
 satisfy its working capital and capital expenditure requirements for the
 foreseeable future.

      Cash flows used in operating activities were US$0.3 million and
 US$12.6 million for 1995 and 1994, respectively. Cash flows from operating
 activities were primarily impacted by changes in operating assets and
 liabilities which used cash of US$26.0 million and US$33.6 million over
 such periods respectively. The cash flows used for operating assets and
 liabilities were primarily affected by increases in inventories. In 1995,
 the increase in inventories was a result of product line expansion and an
 increase in used coach inventory. The product line expansion included
 diesel engine and school bus products in the parts segment and the Grupo
 Dina produced Viaggio in the new coach segment while the increase in used
 coaches was due to a greater mix of higher value (newer model) coaches.
 During the 1994 period, the increase was primarily related to an increase
 in parts inventories to improve customer service levels and an increase in
 coach manufacturing inventories due to higher line rates.

      Cash flows provided by or (used) in investing activities were US$7.2
 million and US$(54.5) million for 1995 and 1994, respectively. In 1995,
 the cash provided by investing activities was principally due to
 realization of US$24.2 million through the disposition of assets of the
 discontinued operations, partially offset by US$12.6 million of capital
 expenditures. In 1994 investment activities were primarily the purchase of
 the remaining 31% of MCI Ltd., a net increase of US 37.2 million in coach
 financings, partially offset by a US$24.0 million reduction in the
 investment in discontinued oeprations.

      Cash flows provided by financing activities were US$16.7 million and
 US$68.2 million for 1995 and 1994, respectively. Cash flows provided
 during 1995 and 1994, were primarily related to the net additional
 borrowing on the long term credit facility to fund MCII Holdings'
 operating and investing cash flow needs and dividends to Grupo Dina.

      The long-term debt used by MCII Holdings in its operations is
 comprised of a bank credit facility and term notes payable. The bank
 credit facility is with a group of banks, with Citibank, N.A. as agent,
 which have agreed to make available up to US$125 million. The bank credit
 facility is unsecured and provides funding on a revolving credit basis
 through July 31, 1998. The facility is used to provide working capital
 financing, to issue standby letters of credit (up to US$35 million) to
 support performance bond obligations and to fund other corporate needs.
 Loan covenants under the bank credit facility include, among others,
 limitations on dividend payments, investments, sales of assets,
 transactions with affiliates, and minimum net worth, leverage and fixed
 charges coverage requirements. In November 1994, MCII issued term notes
 payable as private placement debt totaling US$125.0 million. These notes
 are unsecured debt and contain various covenants, including, among others,
 limitations on dividend payments, investments, sales of assets,
 transactions with affiliates, and minimum net worth, leverage and current
 ratio requirements. Loan covenants of MCII result in constraints on
 dividends, loans and other cash flows that otherwise could be extended to
 MCII Holdings, thereby restricting MCII Holdings' ability to access funds
 from this subsidiary.

      MCII's capital expenditures were US$2.1 million, US$12.6 million,
 US$6.8 million and US$5.5 million for the quarter ended March 31, 1996,
 and the years ended December 31, 1995, 1994 and 1993, respectively.
 Although MCII did not have any material commitments for capital
 expenditures as of March 31, 1996, MCII expects to make capital
 expenditures at levels ranging from US$15 to US$25 million per year during
 the next three years. The increase over historical levels is for plant
 reengineering and systems, as well as machinery, tooling and production
 start up expenditures for the expected introduction of new coach models.
 Most of MCII's operations involve the assembly of components manufactured
 by others and, therefore, large capital expenditures associated with heavy
 manufacturing operations generally are not required in MCII's business.

                              THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

      Upon the terms and subject to the conditions set forth in this
 Prospectus and in the accompanying Letter of Transmittal (which together
 constitute the Exchange Offer), the Issuers will accept for exchange Old
 Notes which are properly tendered on or prior to the Expiration Date and
 not withdrawn as permitted below. As used herein, the term "Expiration
 Date" means 5:00 p.m., New York City time, on __________, 1996; provided,
 however, that if the Issuers, in their sole discretion, have extended the
 period of time for which the Exchange Offer is open, the term "Expiration
 Date" means the latest time and date to which the Exchange Offer is
 extended.

      As of the date of this Prospectus, $206,499,680 aggregate principal
 amount of the Old Notes is outstanding. This Prospectus, together with the
 Letter of Transmittal, is first being sent on or about _______, 1996, to
 all holders of Old Notes known to the Issuers. The Issuers' obligation to
 accept Old Notes for exchange pursuant to the Exchange Offer is subject to
 certain conditions as set forth below under "--Certain Conditions to the
 Exchange Offer."

      The Issuers expressly reserve the right, at any time or from time to
 time, to extend the period of time during which the Exchange Offer is
 open, and thereby delay acceptance for exchange of any Old Notes, by
 giving oral or written notice of such extension to the holders thereof as
 described below. During any such extension, all Old Notes previously
 tendered will remain subject to the Exchange Offer and may be accepted for
 exchange by the Issuers. Any Old Notes not accepted for exchange for any
 reason will be returned without expense to the tendering holder thereof as
 promptly as practicable after the expiration or termination of the
 Exchange Offer.

      Old Notes tendered in the Exchange Offer must be in denominations of
 principal amount of $1,000 and any integral multiple thereof or
 denominations of less than $1,000 as provided under the Indenture.

      The Issuers expressly reserve the right to amend or terminate the
 Exchange Offer, and not to accept for exchange any Old Notes not
 theretofore accepted for exchange, upon the occurrence of any of the
 events specified below under "--Certain Conditions to the Exchange Offer."
 The Issuers will give oral or written notice of any extension, amendment,
 non-acceptance or termination to the holders of the Old Notes as promptly
 as practicable, such notice in the case of any extension to be issued by
 means of a press release or other public announcement no later than 9:00
 a.m., New York City time, on the next business day after the previously
 scheduled Expiration Date.

Procedures for Tendering Old Notes

      The tender to the Issuers of Old Notes by a holder thereof as set
 forth below and the acceptance thereof by the Issuers will constitute a
 binding agreement between the tendering holder and the Issuers upon the
 terms and subject to the conditions set forth in this Prospectus and in
 the accompanying Letter of Transmittal. Except as set forth below, a
 holder who wishes to tender Old Notes for exchange pursuant to the
 Exchange Offer must transmit a properly completed and duly executed Letter
 of Transmittal, including all other documents required by such Letter of
 Transmittal, to IBJ Schroder Bank & Trust Company, as Exchange Agent, at
 the address set forth below under "--Exchange Agent" on or prior to the
 Expiration Date. In addition, either (i) certificates for such Old Notes
 must be received by the Exchange Agent along with the Letter of
 Transmittal, or (ii) a timely confirmation of a book- entry transfer (a
 "Book-Entry Confirmation") of such Old Notes, if such procedure is
 available, into the Exchange Agent's account at The Depository Trust
 Company (the "Book-Entry Transfer Facility") pursuant to the procedure for
 book-entry transfer described below, must be received by the Exchange
 Agent prior to the Expiration Date. THE METHOD OF DELIVERY OF OLD NOTES,
 LETTERS OF TRANSMITTAL AND ALL OTHER RE- QUIRED DOCUMENTS IS AT THE
 ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS
 RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
 REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
 ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE
 SENT TO THE ISSUERS.

      Signatures on a Letter of Transmittal or a notice of withdrawal, as
 the case may be, must be guaranteed unless the Old Notes surrendered for
 exchange pursuant thereto are tendered (i) by a registered holder of the
 Old Notes who has not completed the box entitled "Special Issuance
 Instructions" or "Special Delivery Instructions" on the Letter of
 Transmittal or (ii) for the account of an Eligible Institution (as defined
 herein). In the event that signatures on a Letter of Transmittal or a
 notice of withdrawal, as the case may be, are required to be guaranteed,
 such guarantees must be by a firm which is a member of a registered
 national securities exchange or a member of the National Association of
 Securities Dealers, Inc. or by a commercial bank or trust company having
 an office or correspondent in the United States (collectively, "Eligible
 Institutions"). If Old Notes are registered in the name of a person other
 than a signer of the Letter of Transmittal, the Old Notes surrendered for
 exchange must be endorsed by, or be accompanied by a written instrument or
 instruments of transfer or exchange, in satisfactory form as determined by
 the Issuers in their sole discretion, duly executed by, the registered
 Holder with the signature thereon guaranteed by an Eligible Institution.

      All questions as to the validity, form, eligibility (including time
 of receipt) and acceptance of Old Notes tendered for exchange will be
 determined by the Issuers in their sole discretion, which determination
 shall be final and binding. The Issuers reserve the absolute right to
 reject any and all tenders of any particular Old Notes not properly
 tendered or to not accept any particular Old Notes which acceptance might,
 in the judgment of the Issuers or their counsel, be unlawful. The Issuers
 also reserve the absolute right to waive any defects or irregularities or
 conditions of the Exchange Offer as to any particular Old Notes either
 before or after the Expiration Date (including the right to waive the
 ineligibility of any holder who seeks to tender Old Notes in the Exchange
 Offer). The interpretation of the terms and conditions of the Exchange
 Offer as to any particular Old Notes either before or after the Expiration
 Date (including the Letter of Transmittal and the instructions thereto) by
 the Issuers shall be final and binding on all parties. Unless waived, any
 defects or irregularities in connection with tenders of Old Notes for
 exchange must be cured within such reasonable period of time as the Issuer
 shall determine. Neither the Issuers, the Exchange Agent nor any other
 person shall be under any duty to give notification of any defect or
 irregularity with respect to any tender of Old Note, for exchange, nor
 shall any of them incur any liability for failure to give such
 notification.

      If the Letter of Transmittal is signed by a person or persons other
 than the registered holder or holders of Old Notes, such Old Notes must be
 endorsed or accompanied by appropriate powers of attorney, in either case
 signed exactly as the name or names of the registered holder or holders
 that appear on the Old Notes.

      If the Letter of Transmittal or any Old Notes or powers of attorney
 are signed by trustees, executors, administrators, guardians,
 attorneys-in-fact, officers of corporations or others acting in a
 fiduciary or representative capacity, such persons should so indicate when
 signing, and, unless waived by the Issuers, proper evidence satisfactory
 to the Issuers of their authority to so act must be submitted.

      By tendering, each holder will represent to the Issuers that, among
 other things, the New Notes acquired pursuant to the Exchange Offer are
 being obtained in the ordinary course of business of the person receiving
 such New Notes, whether or not such person is the holder, and that neither
 the holder nor such other person has any arrangement or understanding with
 any person to participate in the distribution of the New Notes. In the
 case of a holder that is not a broker-dealer, each such holder, by
 tendering, will also represent to the Issuers that such holder is not
 engaged in, or intends to engage in, a distribution of the New Notes. If
 any holder or any such other person is an "affiliate," as defined under
 Rule 405 of the Securities Act, of the Issuers, or is engaged in or
 intends to engage in or has an arrangement or understanding with any
 person to participate in a distribution of such New Notes to be acquired
 pursuant to the Exchange Offer, such holder or any such other person (i)
 could not rely on the applicable interpretations of the staff of the SEC
 and (ii) must comply with the registration and prospectus delivery
 requirements of the Securities Act in connection with any resale
 transaction. Each broker-dealer that receives New Notes for its own
 account in exchange for Old Notes, where such Old Notes were acquired by
 such broker-dealer as a result of market-making activities or other
 trading activities, must acknowledge that it will deliver a prospectus in
 connection with any resale of such New Notes. See "Plan of Distribution."
 The Letter of Transmittal states that by so acknowledging and by
 delivering a prospectus, a broker-dealer will not he deemed to admit that
 it is an "underwriter' within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

      Upon satisfaction or waiver of all of the conditions to the Exchange
 Offer, the Issuers will accept, promptly after the Expiration Date, all
 Old Notes properly tendered and will issue the New Notes promptly after
 acceptance of the Old Notes. See "-- Certain Conditions to the Exchange
 Offer." For purposes of the Exchange Offer, the Issuers shall be deemed to
 have accepted properly tendered Old Notes for exchange when, as and if the
 Issuers have given oral or written notice thereof to the Exchange Agent,
 with written confirmation of any oral notice to be given promptly
 thereafter.

      For each Old Note accepted for exchange, the holder of such Old Note
 will receive a New Note having a principal amount equal to that of the
 surrendered Old Note. Old Notes accepted for exchange will cease to accrue
 interest from and after the date of consummation of the Exchange Offer.
 Holders of Old Notes whose Old Notes are accepted for exchange will not
 receive any payment in respect of accrued interest on such Old Notes
 otherwise payable on any interest payment date the record date for which
 occurs on or after consummation of the Exchange Offer. If the Exchange
 Offer is not consummated by December 30, 1996, the Old Notes will bear
 additional interest as described under "Description of the Notes --
 Registration Rights."

      In all cases, issuance of New Notes for Old Notes that are accepted
 for exchange pursuant to the Exchange Offer will be made only after timely
 receipt by the Exchange Agent of certificates for such Old Notes or a
 timely Book-Entry Confirmation of such Old Notes into the Exchange Agent's
 account at the Book-Entry Transfer Facility, a properly completed and duly
 executed Letter of Transmittal and all other required documents. If any
 tendered Old Notes are not accepted for any reason set forth in the terms
 and conditions of the Exchange Offer or if Old Notes are submitted for a
 greater principal amount that the holder desired to exchange, such
 unaccepted or non- exchanged Old Notes will be returned without expense to
 the tendering holder thereof (or, in the case of Old Notes tendered by
 book-entry transfer into the Exchange Agent's account at the Book-Entry
 Transfer Facility pursuant to the book-entry procedures described below,
 such non-exchanged Old Notes will be credited to an account maintained
 with such Book-Entry Transfer Facility) as promptly as practicable after
 the expiration or termination of the Exchange Offer.

Book-Entry Transfer

      The Exchange Agent will make a request to establish an account with
 respect to the Old Notes at the Book-Entry Transfer Facility for purposes
 of the Exchange Offer within two business days after the date of this
 Prospectus, and any financial institution that is a participant in the
 Book-Entry Transfer Facility's systems may make book-entry delivery of Old
 Notes by causing the Book-Entry Transfer Facility to transfer such Old
 Notes into the Exchange Agent's account at the Book-Entry Transfer
 Facility in accordance with such Book-Entry Transfer Facility's procedures
 for transfer. However, although delivery of Old Notes may be effected
 through book-entry transfer at the Book-Entry Transfer Facility, the
 Letter of Transmittal or facsimile thereof, with any required signature
 guarantees and any other required documents, must, in any case, be
 transmitted to and received by the Exchange Agent at one of the addresses
 set forth below under "-- Exchange Agent" on or prior to the Expiration
 Date.

Withdrawal Rights

      Tenders of Old Notes may be withdrawn at any time prior to the
 Expiration Date.

      For a withdrawal to be effective, a written notice of withdrawal must
 be received by the Exchange Agent at one of the addresses set forth below
 under "-- Exchange Agent." Any such notice of withdrawal must specify the
 name of the person having tendered the Old Notes to be withdrawn, identify
 the Old Notes to be withdrawn (including the principal amount of such Old
 Notes), and (where certificates for Old Notes have been transmitted)
 specify the name in which such Old Notes are registered, if different from
 that of the withdrawing holder. If certificates for Old Notes have been
 delivered or otherwise identified to the Exchange Agent, then, prior to
 the release of such certificates the withdrawing holder must also submit
 the serial numbers of the particular certificates to be withdrawn and
 signed notice of withdrawal with signatures guaranteed by an Eligible
 Institution unless such holder is an Eligible Institution. If Old Notes
 have been tendered pursuant to the procedure for book entry transfer
 described above, any notice of withdrawal must specify the name and number
 of the account at the Book-Entry Transfer Facility to be credited with the
 withdrawn Old Notes and otherwise comply with the procedures of such
 facility. All questions as to the validity, form and eligibility
 (including time of receipt) of such notices will be determined by the
 Issuers, whose determination shall be final and binding on all parties.
 Any Old Notes so withdrawn will be deemed not to have been validly
 tendered for exchange for purposes of the Exchange Offer. Any Old Notes
 which have been tendered for exchange but which are not exchanged for any
 reason will be returned to the holder thereof without cost to such holder
 (or, in the case of Old Notes tendered by book-entry transfer into the
 Exchange Agent's account at the Book-Entry Transfer Facility pursuant to
 the book-entry transfer procedures described above, such Old Notes will be
 credited to an account maintained with such Book Entry Transfer Facility
 for the Old Notes) as soon as practicable after withdrawal, rejection of
 tender or termination of the Exchange Offer. Properly withdrawn Old Notes
 may be retendered by following one of the procedures described under
 "--Procedures for Tendering Old Notes" above at any time on or prior to
 the Expiration Date.

Certain Conditions to the Exchange Offer

      Notwithstanding any other provision of the Exchange Offer, the
 Issuers shall not be required to accept for exchange, or to issue New
 Notes in exchange for, any Old Notes and may terminate or amend the
 Exchange Offer, if at any time before the acceptance of such Old Notes for
 exchange or the exchange of the New Notes for such Old Notes, any of the
 following events shall occur:

             (a) there shall be threatened, instituted or pending any
      action or proceeding before, or any injunction, order of decree shall
      have been issued by, any court or governmental agency or other
      governmental regulatory or administrative agency or commission, (i)
      seeking to restrain or prohibit the making or consummation of the
      Exchange Offer or any other transaction contemplated by the Exchange
      Offer, or assessing or seeking any damages as a result thereof, or
      (ii) resulting in a material delay in the ability of the Issuers to
      accept for exchange or exchange some or all of the Old Notes pursuant
      to the Exchange Offer; or any statute, rule, regulation, order or
      injunction shall be sought, proposed, introduced, enacted,
      promulgated or deemed applicable to the Exchange Offer or any of the
      transactions contemplated by the Exchange Offer by any government or
      governmental authority, domestic or foreign, or any action shall have
      been taken, proposed or threatened, by any government, governmental
      authority, agency or court, domestic or foreign, that in the sole
      judgment of the Issuers might directly or indirectly result in any of
      the consequences referred to in clauses (i) or (ii) above or, in the
      sole judgment of the Issuers, might result in the holders of New
      Notes having obligations with respect to resales and transfers of New
      Notes which are greater than those described in the interpretation of
      the SEC referred to on the cover page of this Prospectus, or would
      otherwise make it inadvisable to proceed with the Exchange Offer; or

             (b) there shall have occurred (i) any general suspension of or
      general limitation on prices for, or trading in, securities on any
      national securities exchange or in the over-the-counter market, (ii)
      any limitation by any governmental agency or authority which may
      adversely affect the ability of the Issuer to complete the
      transactions contemplated by the Exchange Offer, (iii) a declaration
      of a banking moratorium or any suspension of payments in respect of
      banks in the United States or any limitation by any governmental
      agency or authority which adversely affects the extension of credit
      or (iv) a commencement of a war, armed hostilities or other similar
      international calamity directly or indirectly involving the United
      States, or, in the case of any of the foregoing existing at the time
      of the commencement of the Exchange Offer, a material acceleration or
      worsening thereof; or

             (c) any change (or any development involving a prospective
      change) shall have occurred or be threatened in the business,
      properties, assets, liabilities, financial condition, operations,
      results of operations or prospects of the Issuers and its
      subsidiaries taken as a whole that, in the sole judgment of the
      Issuers, is or may be adverse to the Issuers, or the Issuers shall
      have become aware of facts that, in the sole judgment of the Issuers,
      have or may have adverse significance with respect to the value of
      the Old Notes or the New Notes;

 which in the reasonable judgment of the Issuers in any case, and
 regardless of the circumstances (including any action by the Issuers)
 giving rise to any event described above, makes it inadvisable to proceed
 with the Exchange Offer and/or with such acceptance for exchange or with
 such exchange.

      The foregoing conditions are for the sole benefit of the Issuers and
 may be asserted by the Issuers regardless of the circumstances giving rise
 to any such condition or may be waived by the Issuers in whole or in part
 at any time and from time to time in its sole discretion. The failure by
 the Issuers at any time to exercise any of the foregoing rights shall not
 be deemed a waiver of any such right and each such right shall be deemed
 an ongoing right which may be asserted at any time and from time to time.

      In addition, the Issuers will not accept for exchange any Old Notes
 tendered, and no New Notes will be issued in exchange for any such Old
 Notes, if at such time any stop order shall be threatened or in effect
 with respect to the Registration Statement of which this Prospectus
 constitutes a part or the qualification of the Indenture under the Trust
 Indenture Act of 1939 (the "TIA").

Exchange Agent

      IBJ Schroder Bank & Trust Company has been appointed as the Exchange
 Agent for the Exchange Offer. All executed Letters of Transmittal should
 be directed to the Exchange Agent at one of the addresses set forth below.
 Questions and requests for assistance, requests for additional copies of
 this Prospectus or of the Letter of Transmittal and requests for Notices
 of Guaranteed Delivery should be directed to the Exchange Agent addressed
 as follows: Delivery To: IBJ Schroder Bank & Trust Company

                                  By Mail:

                                P.O. Box 84
                           Bowling Green Station
                       New York, New York 10274-0084
                      Attention: Reorganization Dept.


                       By Overnight Courier or Hand:

                              One State Street
                         New York, New. York 10004
               Attention: Securities Processing Window, SC-1


                               By Facsimile:

                               (212) 858-2611

                           For Information Call:

                               (212) 858-2103

      DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
 FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS
 SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF
 TRANSMITTAL.

Fees and Expenses

      The Issuers will not make any payment to brokers, dealers, or others
 soliciting acceptances of the Exchange Offer.

      The estimated cash expenses to be incurred in connection with the
 Exchange Offer and paid by the Issuers are estimated in the aggregate to
 be $--------.

Transfer Taxes

      Holders who tender their Old Notes for exchange will not be obligated
 to pay any transfer taxes in connection therewith, except that holders who
 instruct the Issuer to register New Notes in the name of, or request that
 Old Notes not tendered or not accepted in the Exchange Offer be returned
 to, a person other than the registered tendering holder will be
 responsible for the payment of any applicable transfer tax thereon.

Consequences of Exchanging Old Notes

      Holders of Old Notes who do not exchange their Old Notes for New
 Notes pursuant to the Exchange Offer will continue to be subject to the
 provisions in the Indenture regarding transfer and exchange of the Old
 Notes and the restrictions on transfer of such Old Notes as set forth in
 the legend thereon as a consequence of the issuance of the Old Notes
 pursuant to exemptions from, or in transactions not subject to, the
 registration requirements of the Securities Act and applicable state
 securities laws. In general, the Old Notes may not be offered or sold,
 unless registered under the Securities Act, except pursuant to an
 exemption from, or in a transaction not subject to, the Securities Act and
 applicable state securities laws. The Issuers do not currently anticipate
 that they will register Old Notes under the Securities Act. See
 "Description of the Notes -- Registration Rights." Based on
 interpretations by the staff of the SEC, as set forth in no-action letters
 issued to third parties, the Issuers believe that New Notes issued
 pursuant to the Exchange Offer in exchange for Old Notes may be offered
 for resale, resold or otherwise transferred by holders thereof (other than
 any such holder which is an "affiliate" of the Issuers within the meaning
 of Rule 405 under the Securities Act) without compliance with the
 registration and prospectus delivery provisions of the Securities Act,
 provided that such New Notes are acquired in the ordinary course of such
 holders' business and such holders have no arrangement or understanding
 with any person to participate in the distribution of such New Notes.
 However, the Issuers do not intend to request the SEC to consider, and the
 SEC has not considered, the Exchange Offer in the context of a no-action
 letter and there can be no assurance that the staff of the SEC would make
 a similar determination with respect to the Exchange Offer as in such
 other circumstances. Each holder, other than a broker-dealer, must
 acknowledge that it is not engaged in, and does not intend to engage in, a
 distribution of New Notes and has no arrangement or understanding to
 participate in a distribution of New Notes. If any holder is an affiliate
 of the Issuers, is engaged in or intends to engage in or has any
 arrangement or understanding with respect to the distribution of the New
 Notes to be acquired pursuant to the Exchange Offer, such holder (i) could
 not rely on the applicable interpretations of the staff of the SEC and
 (ii) must comply with the registration and prospectus delivery
 requirements of the Securities Act in connection with any resale
 transaction. Each broker-dealer that receives New Notes for its own
 account in exchange for Old Notes, where such Old Notes were acquired by
 such broker-dealer as a result of market-making activities or other
 trading activities, must acknowledge that it will deliver a prospectus in
 connection with any resale of such New Notes. See "Plan of Distribution."
 In addition, to comply with the state securities laws, the New Notes may
 not be offered or sold in any state unless they have been registered or
 qualified for sale in such state or an exemption from registration or
 qualification is available and is complied with. The offer and sale of the
 New Notes to "qualified institutional buyers" (as such term is defined
 under Rule 144A of the Securities Act) is generally exempt from
 registration or qualification under the state securities laws. The Issuers
 currently do not intend to register or qualify the sale of the New Notes
 in any state where an exemption from registration or qualification is
 required and not available.


                            BUSINESS OF GRUPO DINA

General

      Grupo Dina is a holding company organized in 1989 in the United
 Mexican States as a limited liability company with variable capital
 (sociedad anonima de capital variable or S.A. de C.V.). It operates its
 businesses through three primary subsidiaries: Dina Camiones, S.A.de C.V.
 ("Camiones"), the truck operation, Dina Autobuses, S.A. de C.V.
 ("Autobuses"), the Mexican coach operation, and MCII Holdings and its
 subsidiaries, the United States and Canadian coach operation.

      Grupo Dina and its subsidiaries (collectively, "the Company") operate
 in two principal business segments -- truck manufacturing and intercity
 coach manufacturing. The Company is one of the leading suppliers of
 medium-duty and heavy-duty trucks and tractor trailers in Mexico and of
 intercity coaches in North America. In 1994, approximately 28.1% of the
 Company's revenues resulted from sales of medium-duty trucks, 26.6% from
 heavy-duty trucks and 38.8% from the coach operations. In 1995,
 approximately 6.4% of the Company's revenues resulted from sales of
 medium-duty trucks, 3.3% from heavy-duty trucks and 82.2% from the coach
 operations.

      The truck segment assembles and markets class 5, 6, and 7 trucks
 (medium-duty trucks) and class 8 trucks (heavy-duty trucks). The
 technology, design and components of the trucks are principally purchased
 from third parties. In addition, the Company manufactures plastic
 components and distributes replacement parts for trucks and coaches.

      The coach segment manufactures, assembles and markets intercity
 coaches. Historically, its sales have been in Mexico, using primarily
 purchased designs and technology. In 1994, the coach segment expanded by
 entering the United States and Canadian coach markets through the
 acquisition of MCII. MCII Holdings' coach operation includes designing,
 manufacturing, assembling and marketing of intercity coaches, as well as
 providing replacement parts for the intercity coach and transit bus
 markets. MCII Holdings represented 38.3% and 45% of the Company's
 consolidated assets at year-end 1994 and 1995, respectively. MCII Holdings
 represented 76% and 78% of revenues for the year ended December 31, 1995
 and as of March 31, 1996, respectively.

Historical Background

      The Company business traces its origins to the establishment of
 Diesel Nacional, S.A. ("Diesel Nacional") in 1951, which was formed by the
 Mexican government with minority ownership by Mexican and Italian private
 investors. Diesel Nacional manufactured trucks, tractor trailers and
 coaches. In 1988, the Mexican government, consistent with its policy of
 privatization of certain sectors of the Mexican economy, announced an
 auction for the sale of Diesel Nacional's businesses. On November 27,
 1989, Grupo Dina, which was formed for the purpose, acquired majority
 ownership of its operating subsidiaries from Diesel Nacional. The total
 consideration paid was $84 million.

      On August 8, 1994, Grupo Dina acquired MCII. MCII is the leading
 manufacturer of intercity coaches in the United States and Canada. MCII,
 through its Canadian subsidiary, began manufacturing intercity coaches and
 distributing replacement parts in Canada in 1932 and in the United States
 in 1963.

      Minority ownership reflected in the consolidated financial statements
 of the Company represents 7.4% of the capital stock of Camiones which is
 owned by Navistar International Transportation Corp. ("Navistar").

      Capitalization of the Company reflects the manner in which it has
 accessed both debt and equity markets in the past. In November 1992, Grupo
 Dina issued the Eurobonds with a principal of US$150.0 million, the net
 proceeds of which were used to prepay bank borrowings and for working
 capital.

      In April 1993, Grupo Dina made an initial public offering of
 33,966,810 no par common shares of which 10,190,043 shares were sold in
 Mexico and listed on the Mexican Stock Exchange and 23,776,767 shares in
 the form of ADSs were sold in the United States and other countries and
 listed on the NYSE. The net proceeds of US$129.8 were utilized for plant
 and equipment.

      In August 1994, in conjunction with the acquisition of MCII, Grupo
 Dina issued no par Series L shares and the Debentures. The Series L
 shares, which have limited voting rights, are listed on the Mexican Stock
 Exchange with the related ADSs listed on the NYSE. The Debentures, with a
 face value of US$163,993,000 and convertible into Series L ADSs, are also
 listed on the NYSE. The Series L ADSs and Debentures were issued in
 exchange for 51% and 49%, respectively, of the MCII common stock for an
 aggregate consideration of US$311.6 million.

      In November 1994, MCII issued term notes payable as private placement
 debt totaling US$125 million. These notes are unsecured debt and are due
 in annual installments beginning in November 1998 and extending through
 November 2002. In addition, under an August 1994 agreement, MCII has an
 unsecured credit facility with a group of banks. Borrowings are available
 on a revolving basis for up to US$125 million through July 31, 1998.

      On May 24, 1996, the Company completed its offer to exchange
 Eurobonds for Old Notes, pursuant to which US$206,499,680 aggregate
 principal amount of Old Notes were issued and exchanged for US$143,040,000
 aggregate principal amount of Eurobonds. The Old Notes were exchanged at
 an aggregate principal amount equal to 1.417 times the principal amount of
 the Eurobonds. Concurrently with such exchange offer, the Company
 completed its solicitation of consents from the holders of the Eurobonds
 in connection with proposed amendments to the Eurobonds and the related
 fiscal agency agreement dated as of November 18, 1992 (the "Fiscal Agency
 Agreement") and a waiver to any defaults thereunder for the purpose of
 rescinding the obligations of certain guarantors and eliminating most of
 the restrictive covenants under the Fiscal Agency Agreement. The Company
 executed a supplemental fiscal agency agreement dated as of May 28, 1996
 giving effect to such amendments and waiver. In connection with the such
 exchange offer, Grupo Dina contributed its ownership interest in MCII to
 MCII Holdings, and MCII Holdings pledged such interest for the benefit of
 holders of Notes.


Business Strategy of Grupo Dina

General

      Grupo Dina's principal business strategy is to capitalize on its
 strengths and its market position as one of the leading suppliers of
 medium-duty and heavy-duty trucks in the Combined Class 5, 6, 7 and 8
 truck market in Mexico and as one of the most important suppliers of
 intercity coaches in the Mexican market. Grupo Dina believes that its
 strengths are its quality products, up-to-date technology, brand name
 recognition, quality research and development capabilities, the high
 degree of automation at its production facilities, low cost base,
 nationwide and developing Latin American distribution networks, and access
 to the United States market through its MCII subsidiary. Grupo Dina faces
 significant competition from Mexican and other assemblers in the Class 7
 and 8 truck markets and the intercity coach market, including competition
 from companies which may have substantial financial resources. To meet
 this competition, and to continue to achieve a substantial market share,
 Grupo Dina is attempting to increase its manufacturing efficiency in order
 to lower unit costs and has introduced new product models, improved
 product quality and incorporated state-of-the-art technology (in
 particular relating to emission controls and fuel efficiency) in its
 products. Grupo Dina believes that successful implementation of its
 business strategy will aid it in competing effectively both within and
 outside of Mexico.

      Grupo Dina evaluates from time to time opportunities to expand its
 business both within and outside of Mexico. The Merger with MCII has
 created the largest intercity coach manufacturer in North America,
 offering economies of scale and strategic benefits to Grupo Dina. MCII
 Holdings' existing distribution network and service organization aids
 Grupo Dina in selling coaches in the United States and Canada. In
 addition, Grupo Dina coaches can be exported through MCII Holdings'
 nascent Far Eastern export activities. The merged operations are gradually
 reducing the cost of components, such as engines, axles, transmissions and
 other drive train components. In addition, fixed design and engineering
 expenses are being spread over a larger base of operations, and both
 companies are benefiting from technology transfers and improvement in
 manufacturing techniques. The combined companies are seeking to leverage
 off of MCII Holdings' replacement parts business to achieve greater
 replacement part sales in Mexico volume discounts from vendors.

      Grupo Dina believes that, given current economic conditions
 prevailing in Mexico, it must increase the availability of financing to
 its customers in order to maintain its competitive position in the
 medium-duty and heavy- duty truck and intercity coach markets. To this
 end, Arrendadora Financiera Dina, S.A. de C.V. ("AF Dina") has created a
 number of financing options at competitive rates. See "--Sales Financing."

      Because of the Mexican recession, Grupo Dina is directing its efforts
 to develop markets in Central and South America as well as in Europe and
 Asia. These efforts have resulted in an export volume of 754 trucks and
 131 coaches in 1995 (compared with 521 trucks and no coaches during the
 same period in 1994). Truck exports sales have been made to Chile,
 Colombia, Ecuador, Bolivia, Venezuela and El Salvador, and Grupo Dina was
 recently authorized by the Argentinean government to begin sales in
 Argentina as well as in the other Mercosur countries. In the case of
 coaches, the export sales have been made to the United States through
 MCII's sales force.

      Trucks

      Truck sales are highly correlated with the state of the economy. The
 1995 recession has significantly reduced the demand for trucks. Grupo Dina
 expects a slight economic recovery in 1996 and growth in the demand for
 medium-duty and heavy-duty trucks in Mexico beginning in 1997, given the
 need in Mexico to replace an aging fleet and government regulations.

      Since 1993 Grupo Dina has spent over Ps 110.3 million (US$14.6
 million) to improve truck production efficiency and to reduce costs. Grupo
 Dina has expanded manufacturing capacity to enable consolidation of all
 production on a more efficient single shift configuration. See
 "Management's Discussion and Analysis of Financial Condition and Results
 of Operations of Grupo Dina--Liquidity and Capital Resources." Given the
 current economic situation in Mexico, Grupo Dina only produced 1,599
 medium-duty and heavy-duty truck units in 1995, compared to 10,761 units
 in 1994 and 10,029 units in 1993. The estimated plant capacity is 30,000
 units per year using two full shifts per day. Under normal circumstances,
 and for the foreseeable future, Grupo Dina will only run one full shift
 per day.

      In recent years, Grupo Dina has increased its production efficiency
 through modification of its production line configuration and inventory
 management systems as well as major changes in its union contracts, such
 as the removal of provisions linking production levels to the number of
 workers. Grupo Dina has also implemented a number of steps to increase its
 manufacturing efficiency so as to lower unit costs. These steps include
 the adoption of an advanced inventory system, enhanced automation of the
 manufacturing process and new training programs for manufacturing
 employees. In response to Mexico's current economic situation, Grupo Dina
 has cut its truck plant headcount by approximately 18%. See "--Grupo
 Dina's Truck Business--Manufacturing Operations."

      Grupo Dina has been seeking to increase its market penetration in the
 Mexican truck market using various strategies, which include expanding its
 product lines (including chassis for urban buses) by offering premium
 products and a variety of options, customizing its Class 8 trucks for
 large fleet operations, strengthening its distribution network through the
 establishment and training of new dealerships, and otherwise improving its
 marketing capabilities through an increase in its internal sales force
 and, in conjunction with AF Dina and other financial institutions, through
 an increase in the availability of financing for its customers, including
 certain operating lease programs.

      To date, only Mexican manufacturers have imported medium-duty and
 heavy-duty trucks into Mexico. Imports of used trucks are generally not
 permitted. In addition, Grupo Dina presently enjoys the benefit of a 10%
 tariff for the NAFTA countries (20% tariff for non-NAFTA countries) that
 is imposed by Mexico on truck imports. Grupo Dina has benefitted from
 protection from competition to the extent these restrictions have limited
 imports of trucks into Mexico. Grupo Dina anticipates that, as a result of
 NAFTA, it will over time face the potential for increased competition from
 U.S. and Canadian truck suppliers, as tariff restrictions on new truck
 imports are thereby eliminated over a ten-year period and non-tariff
 restrictions are eliminated over a five-year period. Grupo Dina also
 expects that, over time, NAFTA will result in gradual reductions in costs
 for parts and components used in the manufacture of its products, a
 substantial portion of which are imported from the United States. There is
 currently no program or negotiation which would have the effect of
 reducing import tariffs relating to non-NAFTA countries. Over the long
 term, Grupo Dina expects the Mexican truck market to expand as a result of
 increased trade due to the implementation of NAFTA. Grupo Dina believes
 its strategy of increasing domestic production capacity, lowering unit
 costs, improving product quality and continuing technological and product
 innovation will position it to compete effectively with both existing
 competitors and potential new competitors in the medium-duty and
 heavy-duty truck markets. See "Risk Factors--Government Regulations and
 Environmental Matters" and "--North American Free Trade Agreement and
 Potential Competition" and "--Regulation."

      Camiones has agreements with Navistar International Corp.
 ("Navistar") that allow Camiones to use Navistar technology and parts.
 Camiones has notified its distributors of its decision not to continue its
 relationship with Navistar. Camiones is in the process of obtaining
 alternative sources of parts and technology and developing its own
 technology as an alternative solution. See "Truck Segment--Production."

      Truck Segment

      In 1993, Grupo Dina began exporting trucks to certain Latin American
 countries. Grupo Dina has increased exports to these countries from
 approximately 429 units in 1993, to 521 units in 1994 and 754 units for
 1995. Grupo Dina believes that there are important export opportunities
 for certain of its truck models in Central and South America and the
 Caribbean and that there may be further export opportunities in Asia,
 Africa and elsewhere. Therefore, Grupo Dina its continuing its efforts to
 establish a dealer presence in some of these countries. An international
 sales group is responsible for developing Grupo Dina's truck export
 business.

      Sales of replacement parts for its trucks has increased from Ps 99.2
 million in 1993, to Ps 193.4 in 1994, Ps 159.0 in 1995, and 37.9 for the
 three months ended March 31, 1996. Grupo Dina believes that the
 opportunity exists for further increases in truck replacement part sales.

      Coaches

      Grupo Dina's business strategy for increasing unit sales and market
 share in Mexico has been based on marketing two distinct lines of coaches:
 the more expensive European-style Paradiso and Viaggio model coaches for
 the executive and first class segments of the intercity coach market; and
 the less expensive U.S.-style Avante Plus and Dorado model coaches
 concentrated in the first-class segment of the intercity coach market.
 Grupo Dina has broadened this strategy and introduced in April 1994 a new
 European-style coach, the Viaggio 850, for its entry into the economy
 class segment of the intercity coach market. In 1993, the economy class
 segment of the Mexican intercity coach market represented approximately
 26% of the total Mexican intercity coach market. With the introduction of
 the Viaggio 850, Grupo Dina will for the first time offer a complete line
 of coaches for all segments of the Mexican intercity coach market. Grupo
 Dina is also seeking to improve its market penetration through the
 launching of a sales effort designed to encourage new coach purchases by
 the smaller fleet operators and/or other independent coach operators which
 historically have purchased used coaches from the larger fleet operators.

      Grupo Dina invested a total of Ps 89.1 million (US$11.8 million) in
 1993 and 1994 to increase coach production capacity, improve manufacturing
 efficiency and improve product quality. Grupo Dina now has the ability to
 accommodate the assembly of the Viaggio 850 model in its Mexican plant
 facilities and has the option to relocate to Mexico some of the coach
 assembly operations currently undertaken in the U.S. by MCII. See
 "Management's Discussion and Analysis of Financial Condition and Results
 of Operations of Grupo Dina-Liquidity and Capital Resources." Advanced
 technology used in Grupo Dina's coaches includes a Grupo Dina-built
 chassis, its own "torsilastic" advanced suspension system, which was
 co-designed with The B.F. Goodrich Company ("B.F. Goodrich"), and engines
 that meet current emission standards of the Mexican and U.S. governments.

      Grupo Dina believes that its coaches enjoy a cost competitive to
 similar products produced by North American and other manufacturers.
 Accordingly, Grupo Dina anticipates recent and planned reductions in
 restrictions on coach exports to NAFTA countries will create export
 opportunities. Together with MCII, Grupo Dina is the largest coach
 manufacturer in North America, with products that comply with Mexican,
 Canadian and United States legal requirements established under NAFTA.

      Because of the economic recession affecting the Mexican coach market,
 Grupo Dina has started an export program to penetrate the United States
 market with its Viaggio model, which meets all DOT standards and is very
 cost competitive. Grupo Dina plans to base its United States market export
 program on MCII's sales network. Grupo Dina believes that there is a
 significant opportunity for export sales of its coaches in Central and
 South America, Asia and elsewhere. Development of an export business will
 require, among other things, establishment of a dealer and servicing
 presence in these new markets.

      Grupo Dina plans to leverage its leadership position in the United
 States spare parts market and to expand this business in Mexico.

      Since 1994, the Mexican intercity coach industry has shrunk
 significantly because of the economic situation and the consolidation of
 the industry brought about by an aggressive acquisition strategy followed
 by the largest intercity coach operators. Grupo Dina expects that this
 market trend will continue during 1996 with a gradual recovery after 1997,
 due to the need to replace an aging fleet, and the increased use of such
 coaches by charter, sightseeing tour and shuttle operators, major
 corporations and other specialized users and the implementation in late
 1994 of the new Mexican emission, length and weight regulations. As
 outlined above, Grupo Dina is stepping up its export efforts to the U.S.
 and other markets to address this situation. See "Management's Discussion
 and Analysis of Financial Condition and Results of Operations of Grupo
 Dina."

      Sales Financing

      Grupo Dina believes that its competitive position in the medium-duty
 and heavy-duty truck and intercity coach markets would be enhanced by
 increasing the availability of financing to its customers. To this end,
 Grupo Dina has been working with some United States investment banking
 firms and Mexican development banks and with AF Dina to provide
 specialized financing for Grupo Dina's truck and coach sales. The
 financing of Grupo Dina trucks and coaches by AF Dina has been, and is
 expected to continue to be, on customary "arms' length" commercial terms
 comparable to those offered by other financial institutions. See "Certain
 Transactions."

      For the years ended December 31, 1993 and 1994, AF Dina provided
 US$44.3 million and US$72.3 million, respectively, in financing for the
 sales of Grupo Dina trucks, and US$45.8 million and US$33.2 million,
 respectively, for the sales of Grupo Dina coaches.

      As of the date of this Prospectus, Grupo Dina owns 10% of the equity
 of AF Dina, which is the maximum ownership in finance companies by
 non-financial Mexican companies permitted under Mexican law. However,
 Grupo Dina has filed a request with corresponding Mexican authorities to
 grant permission for MCII to be the holder of 99.9% of AF Dina's stock.
 Grupo Dina feels confident this request will be granted. To date, of the
 remaining equity, approximately 70% is owned by members of the Gomez
 Flores family and the balance is owned by other investors including
 management of AF Dina.

      As AF Dina  developed  its  business in 1993,  Grupo Dina  guaranteed
certain AF Dina  borrowings.  For this support,  AF Dina pays Grupo Dina an
annual  fee  ranging  from  1.25% to 1.75%  of the  borrowings  guaranteed,
depending upon the amount so guaranteed.  At March 31, 1996, Grupo Dina has
extended  loan  guarantees  for funding  provided to AF Dina by one Mexican
bank of approximately Ps 20 million.


Business Segments

      The following table provides the total unit sales of trucks and
 coaches in Mexico and the Company's share of those sales for the periods
 indicated:

                                                                 Quarter Ended
                                         Year Ended December 31,   March 31,
                                          1993     1994   1995       1996
Trucks (Classes 5 through 8)
Company..........................     10,936     9,942(6) 1,766(6)     280(6)
Total Mexican industry...........     28,277(1) 28,341(2) 5,219      1,327
Company market share.............         39%        35%     34%        21%

Intercity Coaches
Company(3).......................      1,818       297(4)    21(7)      10(7)
Total Mexican industry(5)........      4,318     2,040(8)   174         45
Company market share.............         42%        15%     12%        22%

Transit Buses
Company..........................         --        77       34        --
Total Mexican industry...........         --       258       59        10
Company market share.............         --        30%      58%        0%

(1)   Includes 1,788 gasoline powered Class 7 trucks produced by Chrysler
      Corporation ("Chrysler"). The Company's share of the diesel powered
      segment of the truck market in 1993 was 42%.

(2)   Includes 1,413 gasoline powered Class 7 trucks produced by Chrysler.
      The Company's share of the diesel powered segment of the truck market
      in 1994 was 37%.

(3)   Dina introduced its chassis-based Paradiso model in June 1992, its
      chassis-based Viaggio 1000 model in June 1993 and its chassis-based
      Viaggio 850 in April 1994.

(4)   This figure does not include sales of 77 transit buses first
      introduced in November 1994.

(5)   Includes executive, first-class and economy service coaches.

(6)   This figure does not include export sales of 521 trucks in 1994 and
      754 in 1995 and 51 in 1996.

(7)   This figure does not include export sales of 2 coaches and
      intercompany sales to MCII of 129 coaches in 1995.

(8)   This figure does not include sales of 77 transit buses of Dina and
      181 Masa coaches.

Source: Asociacion Mexicana de la Industria Automotriz (Mexican Automotive
Industry Association or "AMIA") for 1992 and Asociacion Nacional de
Productores de Autobuses, Camiones y Tractocamiones (National Association
of Coach, Truck and Tractortrailer Producers or "APsACT") for 1993 and
1994.

      In the United States and Canada, exact market statistics are not
 available. However, based on data available, management believes that,
 with the acquisition of MCII, the Company leads the intercity coach market
 in the United States with a market share of approximately 60% and is the
 largest distributor of replacement parts to the intercity coach and
 transit bus industries in the United States and Canada.

      Truck Segment

      Market. Trucks are the principal method of transporting freight in
 Mexico. Truck transport is more important in Mexico than in some other
 countries due to the lack of a well-developed, modern rail system or
 significant domestic seaborne shipping. In addition, a substantial number
 of medium duty truck chassis are fitted with bus-type bodies and used in
 urban transit systems.

      In the industry, trucks are classified according to established
 weight categories. There are eight principal classifications, Class 1 to
 Class 8, with each classification indicating an increased gross vehicle
 weight. Of the truck classifications which Camiones sells, classes 5, 6
 and 7 trucks are considered medium-duty trucks, while Class 8 trucks are
 considered heavy-duty.

      Camiones' truck sales are predominantly in Mexico; however, in 1993
 Camiones started exporting trucks to other Latin American countries where
 management believes there are important opportunities for certain of its
 truck models. Due to the economic crisis in Mexico, there has been a
 significant decline in the demand for medium-duty and heavy-duty trucks.
 As a response of this crisis, the Company's strategy has been to focus its
 efforts on exporting trucks outside of the Mexican market. Export sales
 have largely been made to Central and South America. Additional efforts
 have been made to export to Africa, Asia and Europe. Even if the Mexican
 economy were to improve, Grupo Dina expects to continue its strategy of
 developing export opportunities throughout the world, as management
 foresees this as a basic necessity for future growth and improvement of
 the Company's financial situation. An example of Grupo Dina's progress
 with respect to this strategy is the authorization granted to the Company
 by the Argentinean government, by which the Company can start operations
 in that country with the ability to expand its operations from there to
 the rest of the Mercosur countries. In addition, a distribution contract
 with Saudi Arabia has been executed as part of this growth strategy with
 similar efforts being made in other European and Asian countries.

      Another market segment is that of truck replacement parts. Since
 trucks in Mexico generally are driven to the end of their useful life,
 management believes there is a significant market for truck replacement
 parts in Mexico.

      Products. Camiones manufactures trucks in classes 5 though 8 under
 the brand names of "DINA," for sale in Mexico, and "DIMEX," for export,
 both names of which are registered trademarks. Approximately 80% of the
 trucks sold in 1994 were built using Navistar design and technology, the
 remaining 20% of trucks were built using proprietary technology and
 design. See "--Production."

      Camiones' trucks are assembled using a range of components and
 specialized bodies and are thus capable of being highly customized.
 Engines, transmissions, axles, and a substantial percentage of other
 components are selected according to customer specifications, with United
 States-designated components being the clear preference of Mexican truck
 operators in the Class 5, 6, 7 and 8 markets. Camiones provides a limited
 use warranty for all of its trucks and currently provides the longest
 warranty available in the Mexican market. Warranties on engines are
 provided by suppliers.

      Customers. The customer base for medium and heavy-duty trucks in
 Mexico is composed of private fleet owners, common carriers (which provide
 freight services to the public), urban transit operators (which use trucks
 with passenger bodies for urban bus services), governmental entities and
 others. Of class 8 trucks, over 60% are sold to common carriers who are
 typically members of the Camara Nacional de Carga, the national
 association of common carriers ("Canacar"). Canacar negotiates purchases
 on behalf of its members to achieve the most favorable terms.

      Camiones' base of truck customers is reflected in 1995 truck sales of
 approximately 50% to private fleet companies and 50% to common carriers,
 urban transit operators, governmental entities and others.

      Competition. During 1995, Camiones primarily competed against three
 other major companies in Mexico --the Mexican subsidiary of Daimler Benz
 A.G. of Germany ("Mercedes Benz"), Chrysler Corporation, Ford Motor
 Company and Kenworth which markets class 8 trucks. Camiones' 1994 market
 share of 35% represents a slight decline from 39% for 1993 and 1992. As of
 December 31, 1995, Camiones' market share stood at 34%. Grupo Dina
 considers that this market share does not accurately reflect the reality
 of the market, because of the low level of the total truck sales and the
 lack of consistency in sales. The bases for competition in the medium-duty
 truck market are principally sale price and parts availability.

      As a result of the implementation of the North American Free Trade
 Agreement ("NAFTA") on January 1, 1994, the Company expects over time that
 it could face increased competition from United States and Canadian truck
 suppliers as restrictions on new truck imports are eliminated over a
 five-year period, which commenced in 1994, and restrictions on used truck
 imports are eliminated over a ten-year period, which will commence in
 2009. In 1994, independent parties may import up to 15% of the Mexican
 truck production by class. However, such percentage is scheduled to
 increase to 20% in 1996 and then to 30% in 1997. Commencing in 1999, such
 import limitation is scheduled to be eliminated. Management expects that,
 over a period of time, NAFTA will generally result in gradual reductions
 in costs for parts and components used in the manufacture of its products.
 In addition, management expects the Mexican truck market to expand as a
 result of increased trade subsequent to NAFTA. Management believes its
 strategy of increasing domestic production capacity, lowering unit costs,
 improving product quality and continuing technological and product
 innovation will position it to compete effectively against both existing
 competitors and potential new competitors in the medium- and heavy-duty
 truck markets.

      Distribution. Trucks are currently sold primarily through independent
 distributors. As of March 31, 1996, the 15 largest distributors accounted
 for approximately 86.2% of net sales of trucks. As of March 31, 1996,
 Camiones' distributor network was composed of 32 independent distributors
 and branches who, under agreement, are dedicated exclusively to Dina truck
 sales, and who also sell replacement parts and provide maintenance and
 repair service. While fleet sales are negotiated directly by Camiones,
 such sales are booked through the distributors in order to register
 warranties and better provide aftermarket service. For more details about
 dealers' relationship see "Production." While, the Company is having
 conversations with certain distributors and will begin in the near future
 to consider revising their exclusivity agreements, Camiones maintains good
 relations with its distributors and actively supports their marketing,
 training, service and sales efforts. The Company owns minority interests
 in certain of its distributors.

      Production. Upon the purchase of the truck operations from the
 government in 1989, management decided to exit the major component
 manufacturing business, which included capital-intensive machining
 operations, and to focus on developing efficient assembly capabilities.
 Camiones assembles the trucks at its plant in Ciudad Sahagun, Mexico,
 using parts and components purchased from various suppliers. Of the eight
 principal classifications for trucks, Camiones manufactures trucks in
 Class 5 (16,001-19,500 lbs. gross vehicle weight, or "GVW"), Class 6
 (19,501-26,000 lbs. GVW), Class 7 (26,001-33,000 lbs. GVW) and Class 8
 (over 33,000 lbs. GVW). Class 5, 6 and 7 trucks are considered to be
 medium-duty trucks, while Class 8 trucks, which are characterized
 primarily by "cabs" consisting of a separate engine and drive compartment
 section to which trailers are attached, are considered heavy-duty trucks.

      Camiones assembles trucks of its own design, which currently
 represent 20% of its product line and also has agreements with Navistar
 that allow Camiones to assemble and sell trucks in Mexico using Navistar
 technology and parts. Pursuant to several agreements with Navistar,
 Camiones has the right to assemble and sell current year models of the
 9400 tractor truck and the QSP Series of medium-duty trucks, as well as to
 install Navistar medium- duty diesel engines, using technical information
 supplied by Navistar. Camiones must pay fees to Navistar under these
 agreements based on a percentage of net sales, by Camiones, of the
 corresponding product, net of purchases of components by Camiones from
 Navistar. Pursuant to the terms of a June 1994 extension agreement between
 Camiones and Navistar, such agreements are scheduled to expire on March
 31, 1998. In view of its decision not to continue its relationship with
 Navistar after expiration of the agreements, Camiones has notified its
 distributors of its decision and is exploring different alternatives to
 replace the Navistar technology, including negotiations for the possible
 purchase of state-of-the-art parts and technology through other
 international manufacturers of trucks and components, and the development
 of its own technology as an alternative solution. Camiones expects to
 reach a decision concerning the alternative to be pursued by it by the end
 of 1996. The transition to alternate technology, whether obtained from a
 new supplier or developed internally, will likely initially entail
 additional capital expenditures and production disruption.

      In addition, Navistar is a minority shareholder in Camiones and
 currently holds approximately 7.4% of the capital stock of Camiones.
 Pursuant to a shareholders' agreement (the "Camiones Shareholders'
 Agreement") between Navistar and Camiones, Navistar has the right to
 appoint a member of the board of directors of Camiones and one member of
 the executive committee of the board of directors. The Camiones
 Shareholders' Agreement imposes restrictions on the transfer of the common
 shares of Camiones, and Navistar and Camiones each hold a right of first
 refusal with respect to any transfers of such shares by the other party.
 Although Grupo Dina and Navistar have in the past held discussions
 concerning possible transactions involving Camiones, including a possible
 purchase of Camiones by Navistar, no such discussions are being pursued at
 this time.

      Dina trucks are assembled using a wide range of components and
 bodies. Engines, transmissions and axles, as well as a substantial
 percentage of other components, are supplied by, or by Mexican affiliates
 of, United States manufacturers such as Detroit Diesel Corporation,
 Cummins Engine Company, Fuller Manufacturing Co., Dana Corp., Eaton Corp.
 and Rockwell International Corporation. United States-designed components
 are the clear preference of Mexican truck operators in the Class 5, 6, 7
 and 8 markets. Other than Navistar, Camiones is not materially dependent
 on any single supplier. Management does not foresee any material shortages
 of raw materials or energy sources.

      Coach Segment

      The coach industry is comprised of coaches designed for passenger
 travel between cities, "intercity coaches," and for passenger
 transportation within urban areas, "transit buses." Due to the distinct
 nature of the two markets in which the Company operates, Mexico and the
 United States/Canada, the operations of Autobuses are discussed below and
 the operations of MCII Holdings are discussed in "Business of MCII
 Holdings," below.

      The Company's Mexican coach subsidiary, Autobuses, is a leading
 producer of intercity coaches in Mexico and, in October 1994, entered the
 transit bus market.

      Market. Over 90% of passenger travel from city to city in Mexico is
 by intercity coach. Coaches are essential due to the under-developed
 railway system and high cost of air travel. During the last three years,
 intercity coaches sold in the Mexican market were 174 in 1995, 2,040 in
 1994, 4,318 in 1993 and 3,809 in 1992 of which Autobuses sold 12%, 15%,
 42% and 31%, respectively. As of March 31, 1996, 45 intercity coaches were
 sold in the Mexican market of which Autobuses sold 10, or 22% of the total
 Mexican market. In addition, Grupo Dina has exported to MCII in the United
 States 129 coaches and to buyers in South America 2 coaches in 1995 and 51
 during the first quarter of 1996.

      Prior to 1990, bus fares of the Mexican intercity coach market were
 controlled by the government which resulted in mostly economy-class
 service, which has more stops and fewer coach amenities. In 1990, the
 Mexican government discontinued the regulation of bus fares, resulting in
 the development of two new classes of service, executive and first class,
 which have more direct routes and greater amenities. Autobuses provides
 coaches for all three classes of service. The intercity coach industry in
 Mexico has been subject to significant cyclical volatility. Industry
 cycles are influenced by overall levels of economic activity, by interest
 rates and by government actions which may have both short-term and
 long-term effects on demand.

      Products. Autobuses produces for the Mexican coach market coaches
 under the brand names Avante Plus, Dorado, Paradiso and Viaggio. The
 Avante Plus and Dorado, which names are trademarks of Autobuses, are
 integral-frame models and are produced primarily to meet the demands of
 the first-class coach market. The Paradiso and Viaggio, which names are
 trademarks of Marcopolo S.A. -- Carrocerias e Omnibus ("Marcopolo") of
 Brazil used under license by Autobuses, are chassis-construction models
 and serve primarily the needs of the executive and first class markets. In
 April 1994, Autobuses introduced a new model Viaggio (Viaggio 850)
 targeted at the economy coach market.

      In 1994 and 1995, sales of units designed by Autobuses (Avante Plus
 and Dorado models) comprised approximately 10% and 0% of Autobuses'
 Mexican coach sales respectively with a unit sales price exceeding Ps
 780,000. During the same periods, sales of units using Marcopolo
 technology (the Paradiso and Viaggio models) comprised approximately 90%
 and 100% of Mexican coach sales respectively with a unit sales price
 exceeding Ps 1,000,000. In November 1994, approval was received from the
 U.S. Department of Transportation (the "DOT") for the export of the
 Viaggio 1000 model intercity coach to the United States. During 1995 and
 for the first quarter of 1996, exports of these units were 129 and 51,
 respectively.

      Autobuses' coaches can be tailored to directly meet the needs of the
 customer through a wide array of seating options and amenities. The
 coaches have a reputation for high quality and durability in the industry.
 The limited use warranty provided for all of its coaches is currently for
 one year or 200,000 kilometers, whichever occurs first. Warranties on
 engines are provided by suppliers.

      In October 1994, Autobuses entered into the transit bus market
 segment with the introduction of its new line of integral-frame transit
 buses, the Citus and Quadro. As of December 31, 1995, sales of the Citus
 and Quadro comprised approximately 34 units with a unit sales price
 exceeding Ps 290,000. As a result, Autobuses now has a presence in all the
 segments of the coach and bus markets in Mexico. However, due to the
 economic crises, management has decided to suspend temporarily the
 production of the integral urban buses because of its high production
 cost. In the meantime, Autobuses is looking for alternatives to produce
 these integral buses with a less expensive production cost. To satisfy the
 urban bus market, Grupo Dina, through Camiones, will continue
 manufacturing its chassis for the urban transportation market in which
 Camiones is a leader.

      Customers. The customer base for intercity coaches is centralized in
 a handful of dominant fleet operators. Principal operators include Grupo
 Estrella Blanca ("Estrella Blanca"), Grupo Tres Estrellas de Oro ("Tres
 Estrellas"), Mexico Pachuca and to a much lesser extent Grupo Toluca,
 Flecha Amarilla and Autobuses de Oriente. These seven groups are the
 largest intercity coach operators in Mexico and currently represent
 approximately 60% of the Mexican coach fleet. The remaining customer base
 is represented by several smaller operating groups and many individual
 customers.

      Autobuses' customer base is equally concentrated. For 1992 and 1993,
 Tres Estrellas, a related party to Autobuses during 1992 (see Certain
 Transactions" below) and Estrella Blanca (which acquired Tres Estrellas in
 1993) accounted for approximately 74% of consolidated net coach sales in
 1992 and 70% in 1993. In 1994, these two entities accounted for
 approximately 10% of consolidated net coach sales. No sales have been made
 to these companies in 1995 because of the reduction in demand for
 intercity transportation, the rationalization of their fleet and because
 Tres Estrellas de Oro has been on strike for almost all of 1995.

      Competition. During 1995, Autobuses competed against four other major
 companies --Mercedes Benz, Mexicana de Autobuses (MASA), Trailers de
 Monterrey (TRAMOSA), and Omnibus Integrales. Autobuses' market share of
 12% represents a decline from the 15%, 42% and 31% for 1994, 1993 and
 1992, respectively. This decline reflects a decrease in orders received
 from Estrella Blanca and Tres Estrellas, as well as a general contraction
 in the coach operator market due to the economic downturn which began in
 1994. During the 1988-1990 period, Autobuses' market share in the
 intercity coach market averaged 71.8%. In 1991 and 1992, market share
 decreased to 39% and 31%, respectively, as competitors entered the market
 for the first time and as Autobuses shut down coach operations for three
 months to install a new production line.

      The basis for competition in the market place are original sales
 price, parts availability, and United States- manufactured componentry.
 Autobuses believes it enjoys a competitive position due to its domestic
 production facilities, its United States-designed components, the ability
 to tailor bodies to customer specifications by offering a wide array of
 seating options and other amenities, the well-established Dina brand names
 and nationwide replacement parts availability.

      As a result of the implementation of NAFTA on January 1, 1994,
 restrictions on new coach imports will be eliminated over a ten-year
 period, which commenced in 1994, non-tariff restrictions on new
 chassis-based coach imports will be eliminated over a five-year period,
 which commenced in 1994, and restrictions on used coach imports will be
 eliminated over a ten-year period, which will commence in 2009. Management
 expects that, over time, NAFTA will generally result in greater
 competition but could also have the effect of gradual reductions in costs
 for United States parts and components used in the manufacture of its
 products.

      Distribution. Coaches and transit buses are currently sold by
 Autobuses without the use of distributors.

      Production. Autobuses uses two basic types of coach construction,
 integral frame and chassis-based. Integral-frame coaches combine both the
 powertrain and the body as a single unit. Chassis-based coaches contain a
 separate platform (i.e., frame, engine, transmission, axles, suspension
 and wheels) to which a customized body is added. The body of a
 chassis-based coach can be tailored to customer length, width and height
 specifications.

      The technology used in the chassis and suspension system of
 Autobuses' chassis and integral-frame models has been designed or
 co-designed by Autobuses. However, strategic alliances and purchased
 technology have become increasingly important in the Mexican coach
 operation. During 1992, Autobuses contracted with Marcopolo for technology
 with respect to the assembly and mounting of Marcopolo's European-style
 coach bodies, for technical training and access to all future Marcopolo
 models. Under the agreement, Autobuses has the exclusive right in Mexico
 to assemble and sell coaches with Marcopolo bodies, while Autobuses has
 granted Marcopolo an exclusive right in Brazil to sell coaches using the
 Dina chassis. Also, under the agreement Autobuses purchases the components
 for Marcopolo bodies necessary to assemble and mount the bodies on
 chassis. Further, Autobuses has the non-exclusive right to sell the
 Marcopolo bodies in other North, Central and South American countries
 other than Mexico. Autobuses must pay Marcopolo royalties based on the
 value of the parts and components of the bodies it imports. The agreement
 will expire by its terms in 2001, but may be extended upon mutual
 agreement of the parties. In addition to the Marcopolo bodies, Autobuses
 uses several suppliers, primarily in the United States, for materials,
 components and other parts. Purchases from these suppliers provide
 substantially all of its requirements for diesel engines, transmissions,
 suspensions, axles, brakes, electronic components, glass parts
 and most components for bodies.

      In addition, Autobuses in 1994 entered into a contract with Navistar
 to provide its Navistar New Generation Diesel, EPA '94 engine for urban
 transportation to the Company's new line of transit buses. This contract
 expires May 12, 1997 and can be extended for an additional three years by
 the parties. As a result of this contract, management believes Autobuses
 complies with the standards set by both the Ministry of the Environment,
 Natural Resources and Fisheries (the "Ministry of the Environment") in
 Mexico and the Environmental Protection Agency in the United States.

      By focusing the business on assembling from purchased parts,
 Autobuses does not have the large investment in plant and equipment
 required of a heavy manufacturing operation. The level of manufacturing
 integration has been managed to improve access to the lowest cost sources
 of material, parts and components and to reduce inventory carrying
 requirements. Autobuses is not materially dependent on any single supplier
 other than Marcopolo. Management does not foresee any material shortages
 of raw materials or energy sources.

Research and Development

      The Company maintains in-house research and development capabilities
to develop  technology on its own and in  conjunction  with others and also
obtains technology from third parties.

      Grupo Dina has a trust arrangement with Banca Cremi, S.A., as
 trustee, to earmark deductible funds for research and development of
 technology. Grupo Dina will be authorized to make use of these funds for
 specific purposes, and the fund may be increased by future contributions
 in accordance with the provisions of the contract, or by interest,
 dividends and capital gains earned by the fund. The fund was established
 in 1990 and no subsequent cash contributions were made. During 1993, Ps
 19.4 million was used for research and development and is included in
 expenses. There were no expenditures for research and development in 1992,
 1994 and 1995. However, these funds will be used for developing new
 technology alternatives.

Trademarks and Patents

      Grupo Dina has registered certain trademarks, including the name
 DINA, DIMEX, Citus, Quadro and the names of its Avante, Avante Plus and
 Dorado coach models. The names of its Paradiso and Viaggio coach models
 are registered trademarks of Marcopolo which are used under license from
 Marcopolo. The Company has received approval for patents covering its
 "torsilastic" advanced suspension system for coaches, its MTC brand of
 truck suspensions and various components used in trucks and coaches. The
 Company operates under licenses for numerous patents relating to its
 products and their manufacture held by third parties and pays royalties
 under these licenses. While many of these patents are considered to be
 important to particular products, no particular patent or group of related
 patents is considered by the Company to be essential to its business as a
 whole.

Employees

      As of December 31, 1994 and 1995, the Company had 6,307 and 5,388
 employees, respectively. As of March 31, 1996, the Company had 5,690
 employees, the change from year end 1995 in mainly due to an increase in
 MCII employees during the first quarter of 1996. The decrease in employees
 during 1995 reflects one of the measures taken by the Company in response
 to the economic downturn in Mexico, as the Company announced in December
 1994 a reduction in office and plant personnel in Mexico of approximately
 38%. On January 1996, the Company laid off 150 employees from Camiones. On
 May 27, 1996, Grupo Dina filed for an arbitration procedure before the
 labor authorities requesting, after completion of the arbitration
 procedure, to lay-off 250 union workers from Camiones.

      Approximately 1,500 Mexican employees are represented by the
 Independent Union of Workers in the Automotive and Related Industries (the
 "Automotive Workers Union"), which entered into new, more flexible
 collective bargaining agreements with each of the Company's Mexican
 operating subsidiaries in February 1992. In accordance with Mexican law,
 the salary provisions of these agreements are renegotiated every year and
 the benefits provisions every two years. The salary and benefits
 provisions were renegotiated in February 1994. The Company experienced a
 labor strike in Mexico in early 1992 and in February 1994 which resulted
 in a loss of one day's production in each case. These strikes were
 resolved when the Company entered into collective bargaining agreements
 with the Automotive Workers Union. Supervisory personnel at the Company's
 manufacturing plants are no longer covered by the union agreements.

      During February 1995, the Company entered into negotiations with its
 unions in Mexico to review the wage component of the contract. On February
 6, 1995, the Company announced it had reached an agreement with the labor
 union. The negotiations included a general increase in union salaries of
 7% plus 3% for productivity. In addition, both parties agreed to a
 temporary shut-down of the plants for an initial duration of 60 working
 days which was renewed until December 14, 1995 based on consumption of
 existing inventories and the improvement of the economic situation in
 Mexico.

      Grupo Dina, following its cost reduction strategy, has filed for new
collective  bargaining  agreements for both Autobuses and Camiones in order
to do so before the Automotive Workers Union files for new salary increases
and because of various other considerations.  As a result of these efforts,
the prior  collective  agreement,  which was to expire on February 7, 1996,
was extended for another two years.

      This cost reduction strategy basically seeks the reduction of
 operation costs by increasing manpower and energy efficiency to improve
 the manufacturing process.

Environmental Matters

      The operations and products of the Company are subject to Mexican
 federal and state laws and regulations relating to the protection of the
 environment. The fundamental environmental law in the Mexican federal
 system is the Ley General de Equilibrio Ecologico y Proteccion al Ambiente
 (the General Law of Ecological Balance and Environmental Protection, or
 the "Ecological Law"). Under the Ecological Law, rules have been
 promulgated concerning water pollution, air pollution, noise pollution and
 hazardous substances. Additionally, the Mexican federal government has
 enacted regulations concerning the importation and exportation of
 hazardous materials and hazardous wastes. The Mexican federal agency in
 charge of overseeing compliance with the federal environmental laws, in
 conjunction with other governmental entities, state and municipal
 governments and with the participation of the social and private sectors,
 is the Ministry of the Environment. The Ministry of the Environment has
 the authority to enforce the Mexican federal environmental laws. As part
 of its enforcement powers, the Ministry of the Environment can bring
 administrative and criminal proceedings against companies that violate
 environmental laws, and also has the power to close noncomplying
 facilities.

      It is possible that changes in Mexican federal and state
 environmental laws, or their interpretation or enforcement, could result
 in material costs to the Company. Although not required to do so under
 current environmental laws, in 1993 the Company installed an industrial
 and sanitary water treatment facility at its plants.

      Because of environmental concerns in Mexico City, gasoline and diesel
 powered trucks currently may operate only four days per week. Trucks
 utilizing natural gas or liquid propane gas may operate five days per
 week, giving them a slight advantage over gasoline and diesel powered
 trucks. It is possible to convert a gasoline engine to utilize natural
 gas. The Company has entered into a contract with Hercules to provide gas
 engines for certain of its trucks. All of the engines used on the
 Company's trucks and coaches comply with current Mexican and U.S.
 government emission standards.

Government Regulation

      After the implementation of NAFTA in 1994 by U.S., Mexican and
 Canadian authorities, the Mexican Auto-Transportation Decree was
 eliminated, and replaced with a transitional system of quotas which will
 be phased out over five years. Commencing in 1994, NAFTA permits Mexican
 manufacturers to import up to 50% of their Mexican production, while
 non-Mexican manufacturers will be permitted to import a specified
 percentage of total Mexican production--15% in 1994 and 1995, 20% in 1996
 and 30% in 1997 and 1998, on the basis of an auction system. Commencing in
 1999, such import limitation is scheduled to be eliminated. NAFTA permits
 Mexico to maintain quotas on parts and components for a ten-year period.
 Under NAFTA, Mexican import tariffs for 1994 were 18% for trucks, 9% for
 components and 8% for engines. These tariffs will be phased out over a
 ten-year period with respect to new United States and Canadian trucks and
 coaches that satisfy NAFTA's U.S., Canadian and Mexican regional content
 requirements (50% regional content required to qualify for reduced tariffs
 in 1994 to 1998, 55% in 1999 to 2002 and 60% thereafter). In addition,
 under NAFTA Mexican import tariffs on truck and coach parts and components
 will be phased out over a ten-year period. The present prohibition on
 importing used trucks and coaches into Mexico will be maintained under
 NAFTA for fifteen years and then will be eliminated over a ten-year
 transition period, permitting the importation of used trucks and coaches
 into Mexico with model ages not exceeding 10 years. Dina products imported
 by MCII for sale in U.S. and Canada are subject to various U.S. and
 Canadian laws and regulations.

Properties

      The Company owns four manufacturing and assembly plants in Mexico,
 one in Canada and one in the U.S. Additionally, the Company owns or leases
 various replacement parts and repair facilities in the U.S. and Canada.
 The following table is a summary of the approximate square footage of the
 Company's facilities as of December 31, 1995.

                                   Mexico       U.S.      Canada       Total
   Facility Type
Manufacturing                   7,600,000    186,000     767,000   8,553,000
Replacement Parts                     ---    486,000     104,000     590,000
Modification or repair                ---    174,000         ---     174,000
                                 --------    -------     -------  ----------
   Total square feet            7,600,000    846,000     871,000   9,317,000
                                =========    =======     =======   =========

   Ownership
Owned property                  7,600,000    426,000     811,000   8,837,000
Leased property                       ---    420,000      60,000     480,000
                               ----------    -------      ------  ----------
   Total square feet            7,600,000    846,000     871,000   9,317,000
                                =========    =======     =======   =========


      The Company also owns or leases other properties in Mexico, including
 a vehicle and parts distribution center in Vallejo.

Legal Proceedings

      In the ordinary course of its business, the Company is party to
 various employment and other legal actions, as plaintiff or defendant. The
 Company is not involved in any litigation or arbitration proceedings
 which, if determined adversely to the Company, individually or in the
 aggregate would, in management's opinion, have a material adverse effect
 on the Company or its operations, nor, so far as it is aware, are any such
 proceedings threatened.

      Manufacturers and sellers of defective products in Mexico may be
 subject to liability for loss and injury caused by such products under
 Mexican law. The Company does not carry product liability insurance for
 product sales in Mexico, but does carry such insurance for U.S. and
 Canadian sales. Although the Company has never had a product liability
 claim brought against its Mexican operations and the Mexican laws
 providing for such liability appear to have been seldom utilized, no
 assurance can be given that the Company may not be exposed to future
 product liability claims in Mexico and, if such claims are successful,
 that the Company will have sufficient resources to pay such claims.


                           BUSINESS OF MCII HOLDINGS

General

      Grupo Dina acquired ownership of MCII in August 1994. In connection
 with the issuance of the Notes, MCII became a wholly owned subsidiary of
 MCII Holdings and MCII Holdings became a wholly owned subsidiary of Grupo
 Dina.

      MCII Holdings will not engage in any activities, for so long as the
 Notes are outstanding, other than its participation in the exchange of Old
 Notes for Eurobonds and Exchange Offer, acquiring, owning, holding,
 pledging, and otherwise dealing with the MCII Shares (as defined below);
 acquiring, owning and holding the capital stock of Autobuses, should
 Autobuses become a subsidiary of MCII Holdings, and any other transactions
 provided for in the Indenture. Article III of MCII Holdings' Restated
 Certificate of Incorporation (the "MCII Holdings Certifi- cate of
 Incorporation") limits MCII Holdings' activities to the above activities
 and to any activities incidental to and necessary or convenient for the
 accomplishment of such purposes. Article V of the MCII Holdings
 Certificate of Incorporation requires that at least one of MCII Holdings'
 directors not be a stockholder, director, officer, em- ployee, associate
 customer, supplier, or relative of any stockholder, director, officer or
 employee of Grupo Dina, MCII or any affiliate of Grupo Dina or MCII.
 Article V also provides that the board of directors of MCII Holdings (the
 "MCII Holdings Board of Directors") shall consist of no more than five
 members. Article VI of MCII Holdings' Certificate of Incorporation
 prohibits MCII Holdings, without the unanimous affirmative vote of the
 MCII Holdings Board of Directors, including the affirmative vote of its
 independent director, from (1) dissolving or liquidating or (2) merging or
 consolidating with any corporation unless that corporation has a
 certificate of incorporation containing provisions identical to Articles
 III, V, VI, VII, VIII and XI(c) of the MCII Holdings Certificate of
 Incorporation. Article VII requires MCII Holdings to maintain corporate
 records separate from Grupo Dina, MCII and any other company. Article
 XI(c) provides that the right of any director or officer of MCII Holdings,
 other than any independent director, to be indemnified by MCII Holdings
 shall be subordinated in all respects to the obligations of MCII Holdings
 under the Indenture. Article VIII of the MCII Holdings Certificate of
 Incorporation prohibits MCII Holdings, without the unanimous affirmative
 vote of the MCII Holdings Board of Directors, from amending or repealing
 Articles III, V, VI, VII, VIII and XI(c).

      MCII Holdings will enter into a management agreement with MCII
 pursuant to which MCII or an affiliate thereof will provide
 administrative, accounting and clerical serves and office space to MCII
 Holdings. MCII Holdings has not engaged in operations prior to the
 transaction described herein and does not anticipate having any other
 major assets other than its interest in the MCII Shares and the capital
 stock of Autobuses.

      Steps have been taken in order to assure holders of Notes that any
 voluntary or involuntary petition for relief under Title 11 of the United
 States Code or any other Federal, state or foreign bankruptcy, insolvency
 or similar law ("Insolvency Laws") with respect to Grupo Dina will not
 result in a similar voluntary petition with respect to MCII Holdings so
 long as MCII Holdings is solvent and does not reasonably foresee becoming
 insolvent, which determination shall be made after giving effect to the
 subrogation rights of MCII Holdings in respect of the Notes. These steps
 include (1) the creation of MCII Holdings as a separate, special purpose
 subsidiary, pursuant to the MCII Holdings Certificate of Incorporation,
 (2) obtaining an agreement from each of Grupo Dina and MCII Holdings to do
 all things within its power to satisfy the legal requirements applicable
 for the recognition of MCII Holdings as a corporate entity separate and
 apart from Grupo Dina and (3) obtaining an agreement from Grupo Dina to
 cause at least one of MCII Holdings' directors to be an independent
 director as required by the MCII Holdings Certificate of Incorporation and
 not to interfere with or prevent MCII Holdings from maintaining its
 separate corporate identity. MCII Holdings has no intent to file, and
 Grupo Dina has advised MCII Holdings that it has no intent to cause the
 filing of, a voluntary petition under the Insolvency Laws with respect to
 MCII Holdings so long as MCII Holdings is solvent and does not reasonably
 foresee becoming insolvent, which determination shall be made after giving
 effect to the subrogation rights of MCII Holdings in respect of the Notes.

      MCII Holdings, through its wholly owned subsidiary, MCII, designs,
 manufactures, assembles and markets intercity coaches and replacement
 parts for intercity coaches and transit buses. MCII is the leading
 manufacturer of intercity coaches in the United States, with a market
 share consistently in excess of 50%. Management believes that MCII is the
 largest distributor of replacement parts to the combined intercity coach
 and transit bus industries in the United States and Canada.

      Revenues and operating income from continuing operations for each of
 the segments for the last three years are as follows:

                                        Five Months  Seven Months    Year
                            Year Ended     Ended       Ended         Ended
                           December 31, December 31,   July 31,   December 31,
                           ------------ ------------ ------------ ------------
                               1995        1994        1994           1993
                               ----        ----        ----           ----
                                             (in millions)
Revenues:
  Coach manufacturing
   and support              US$375.8     US$137.9     US$194.9      US$272.8
  Replacement parts.......     140.5         56.4         78.2         126.2
                             -------      -------     --------       -------
                               516.3        194.3        273.1         399.0
Operating income:
  Coach manufacturing
   and support                  23.3          2.1         24.7          25.2
  Replacement parts.......      15.0          7.0         12.2          20.2
                             -------      -------     --------       -------
                                38.3          9.1         36.9          45.4

Coach

      MCII Holdings is the industry leader in the design, manufacture,
 assembly and marketing of intercity coaches and their replacement parts in
 the United States and Canada. MCII Holdings, through its indirect
 subsidiary, Motor Coach Industries Limited, a Canadian corporation
 ("MCIL"), began manufacturing intercity coaches and providing replacement
 parts in Canada in 1932, and began manufacturing these products in the
 United States with the incorporation of Motor Coach Industries, Inc.
 ("MCI") in 1963. In 1995, MCII began marketing in the United States an
 intercity coach manufactured by Grupo Dina. This coach, the Viaggio, is
 used primarily for tour and charter service and intercity regularly
 scheduled passenger service. MCII's coaches are used primarily for
 intercity regularly scheduled passenger service, tour and charter service
 and suburban commuting. Management believes that MCII's coaches have a
 reputation for solid construction, durability, ease of maintenance and
 comfort.

      Market. MCII Holdings' management believes that there is currently an
 industry-wide fleet of over 30,000 intercity coaches in operation in the
 United States and Canada, having an average age of approximately nine
 years. Coaches are used primarily to transport passengers between cities
 at regularly scheduled intervals ("line-haul operations") or on special
 tour or charter trips. Certain state and municipal transportation
 agencies, such as New Jersey Transit, utilize intercity coaches to
 transport passengers who have a relatively long daily commute.

      The coach business in the United States and Canada is highly
 cyclical. During times of general economic weakness, many coach operators
 postpone fleet replacement programs and may even reduce the size of their
 fleets. As economic recovery occurs, they tend to accelerate fleet
 replacement and may increase fleet size.

      Backlog. MCII Holdings' coach backlog was 450 units at March 31,
 1996, which included 130 units for Greyhound Lines, Inc. ("GLI"), compared
 to 439 units at March 31, 1995, which included 102 units for GLI. No
 material part of MCII Holdings' backlog at March 31, 1996 is attributable
 to government orders.

      Products. MCII Holdings currently produces, under the trademark of
 MCI, three integral-frame models. Two of MCII Holdings' models are
 standard 40-foot long vehicles and the third is a 45-foot long vehicle.
 The Model 102D3 is a 40-foot long, 102-inch wide European-styled vehicle.
 The Model 102DL3 is a 45-foot long, 102- inch wide model with increased
 passenger and baggage capacity, with a standard configuration of 55 seats,
 giving it an increased passenger capacity of 17% over the 40-foot models
 which generally enables operators to reduce their operating cost per
 passenger mile. The MC-12 model is a lower-priced, line-haul coach,
 40-feet long and 96 inches wide, produced principally for GLI.

      The two 40-foot coach models generally sell in a price range of
 US$240,000 to US$325,000 and the 45-foot coach sells in a range of
 US$290,000 to US$350,000. These prices depend on width, options, special
 features and volume purchased. Substantially all of MCII's coaches are
 built to order with over 2,000 options available. The standard warranty
 period is 24 months.

      MCII Holdings also markets the Viaggio, a body-on-chassis constructed
 model manufactured by Grupo Dina. The Viaggio, which name is a trademark
 of Marcopolo S.A. -- Carrocerias e Omnibus of Brazil used under license by
 Grupo Dina, sells in a range of US$225,000 to US$270,000. The standard
 warranty period for the U.S. market is 24 months.

      MCII Holdings is currently in the process of developing two new coach
 models to replace its current product offerings. The first model, which
 management expects to introduce in early 1997, will consist of a 45-foot
 luxury tour and charter model. The second model will consist of a
 lower-priced, durable line-haul model, which management anticipates
 offering in 41-foot, 45 foot and 11 meter versions. The introduction of
 the 41-foot line-haul model is expected in late 1998. These development
 efforts will result in significant product development and capital
 expenditures being made over the next few years.

      Marketing. In the United States and Canada MCII Holdings relies on
 its direct-sales force to market the MCI and Viaggio coaches, with 18
 full-time new coach sales representatives who make regular visits to both
 current and potential customers and attend major industry trade shows.
 Management believes that the attentiveness and visibility of MCII
 Holdings' sales force among coach operators solidify MCII Holdings'
 reputation and enhance its sales position. MCII Holdings uses agents to
 market its coaches overseas. MCII Holdings does not use distributors in
 the United States or Canada.

      Customers. The customer base in the intercity coach industry in the
 United States and Canada is highly diversified. The largest coach
 transportation company in the United States, GLI, currently has a fleet of
 over 2,000 coaches, or 7% of the 30,000 industry-wide fleet. Thus, the
 remaining 94% of the market is comprised of smaller to mid-size operators.
 The primary customers for intercity coaches are independent coach
 operators, national coach fleet operators, including GLI and Greyhound
 Lines of Canada, Ltd. ("GLOC"), government agencies that use coaches for
 public transit services, international customers and custom coach
 converters. While management estimates that in the past three years the
 average order size (excluding GLI orders) for any single operator has been
 approximately 2.7 units, order size has ranged from one coach up to
 approximately 100 coaches.

      Independent Operators. Management estimates that in the United
 States, independent regional operators (i.e., operators other than GLI and
 GLOC) of regular route or tour and charter operations account, on average,
 for approximately 75% of MCII Holdings' annual coach sales. Management
 believes that purchasing decisions by these buyers are based upon a number
 of factors, including service and parts availability, operating costs,
 resale value, financing terms, curbside appeal and interior amenities. In
 1995, MCII Holdings sold coaches to 317 different independent operators of
 whom only 42 purchased five or more coaches.

      GLI and GLOC. GLI is a nationwide regular route operator in the
 United States and GLOC is a regular route operator throughout most of
 Canada. GLI's fleet totaled over 2,000 coaches at March 31, 1996.
 Management believes that GLOC currently operates approximately 500
 coaches. For the years ended 1995, 1994 and 1993, GLI and GLOC accounted
 for 11%, 17% and 23%, respectively, of consolidated revenue. No sales were
 made to GLI or GLOC in the first quarter of 1996.

      Management believes that important purchase criteria for GLI and GLOC
 include life cycle costs, reliability, availability of replacement parts
 and support, passenger comfort, interior amenities and purchase price.
 MCII and GLI have an agreement, which extends through March 18, 1998,
 which provides that GLI will purchase from MCII at least 75% of its annual
 requirements for new coaches of the type produced (or planned, at the time
 ordered, to be produced) by MCII Holdings. MCII Holdings and GLOC have
 entered into a similar agreement which runs through 2002. Pursuant to
 those agreements, GLI purchased 111 coaches from MCII Holdings in 1995 and
 placed orders for 151 MCII Holdings coaches to be delivered in 1996 of
 which 21 were delivered under operating leases as of March 31, 1996. GLOC
 purchased 34 coaches in 1995 and placed orders for 7 MCII Holdings coaches
 to be delivered in 1996 of which none were delivered as of March 31, 1996.
 No assurance can be given regarding GLI's and GLOC's future ability or
 need to purchase coaches from MCII.

      Government Agencies. Government-funded public transportation agencies
 utilize a variety of commuter, wheelchair-lift compatible and other
 specialty coaches. Management believes that the primary buying criterion
 for such customers is initial price for a given set of design
 specifications, with overall lifecycle costs as a secondary concern. The
 demand from such customers varies widely from year to year as government
 agencies periodically make large procurements, every three to six years on
 average, and in any given year, such customers may represent over 10% of
 MCII's sales of new coaches.

      MCII sold 700 coaches to the New Jersey Transit Authority ("NJTA")
 which were delivered in 1982 through 1984, and 415 coaches to NJTA which
 were delivered in 1987 and 1988. NJTA uses these coaches for public
 transport of passengers with relatively long daily commutes or in
 intercity service. MCII Holdings believes NJTA is preparing to replace the
 coaches purchased in 1982 through 1984. Because over 90% of NJTA's fleet
 consists of MCII Holdings coaches, management believes it will have a
 competitive advantage when NJTA's next purchase is made. However, there
 can be no assurance that NJTA will order new coaches, when such order will
 occur or that MCII Holdings will be awarded the contract.

      Government contracts generally contain provisions permitting the
 purchaser to terminate the contract at will. Such contracts provide that
 the purchaser must reimburse the manufacturer for completed product and
 pay the manufacturer's cost of termination. It is MCII Holdings'
 experience that this type of provision is rarely exercised.

      Coach Converters. The coach conversion market involves the
 customizing of a coach interior for personal or corporate use. MCII
 Holdings sells coach shells to coach conversion companies and, until 1996,
 customized coaches for sale to the final user. In 1996, MCII Holdings
 exited the business of customizing coaches for sale to the final user by
 selling Custom Coach Corporation ("Custom Coach"), MCII Holdings' former
 coach conversion subsidiary. Custom Coach served the high end of the coach
 conversion market, focusing on motor homes for commercial and personal
 applications, executive style coaches for business travel, specialized
 units for training and entertainer bunkhouse units. Over the past three
 years, MCII Holdings has averaged sales of 17 units, including sales to
 Custom Coach, to the conversion market.

      Export. The majority of MCII Holdings' coaches are sold in the United
 States and Canada, however, MCII Holdings has sold units to other
 countries, principally Taiwan. In 1992, the last year in which MCII
 Holdings had a significant level of exports, 108 units were delivered to
 Taiwan.

      Competition. MCII Holdings has two principal competitors in the
 United States and Canadian coach market: Prevost, a subsidiary of Volvo,
 which management believes to be the largest of its competitors, and Van
 Hool. MCII Holdings has maintained a strong market position in the new
 coach market in the face of lower prices by competitors, which management
 believes is primarily due to customer loyalty stemming from a quality
 product and strong aftermarket parts and service capability. An additional
 factor contributing to customer loyalty is the convenience and cost
 efficiencies which operators derive from managing and servicing a fleet of
 coaches manufactured and supported by a single supplier. These
 efficiencies may exist for both larger, multi-site operators as well as
 smaller, independent operators, which rely on MCII Holdings for a variety
 of support services.

      Financing. MCII Holdings primarily sells coaches for cash,
 occasionally offers terms (generally net 30 days) to its most creditworthy
 customers, and provides long-term financing as a necessary adjunct to its
 coach manufacturing business. Demand for new coach financing from MCII is
 primarily dependent upon the annual level of new coach sales as well as
 the availability of alternative sources of financing. MCII Holdings had
 US$42.1 million of contract receivables at March 31, 1996.

      MCII provides new and used coach financing to its intercity coach
 customers principally through its financing subsidiary, MCI Acceptance
 Corp. ("MCIAC"). MCIAC provides financing primarily at a floating rate of
 interest for three to five years, in the case of used coaches, and seven
 to 10 years in the case of new coaches. MCII, through its leasing
 subsidiary BusLease, Inc., also provides coaches to customers under
 operating leases. The leases require security deposits and usually have a
 duration of three to seven years.

      Periodically, MCIAC sells contract receivables to financial
 institutions and provides a limited guarantee to those institutions
 against losses related to such contracts with respect to debtor defaults.

Used Coaches

      MCII Holdings provides used coach brokerage and dealership services
 through Hausman Bus Sales Inc. ("HBSI"), which was acquired in 1989. The
 used coach operations provided revenues for the three months ended March
 31, 1996 and for the years 1995, 1994, and 1993 of US$13.4 million,
 US$47.2 million, US$46.8 million and US$31.2 million, respectively. During
 that period, the used coach operation accounted for US$15.0 million to
 US$25.0 million of MCII's inventories. The size of the used coach business
 is dependent upon several factors, including the size of the entire coach
 fleet, new coach orders which generate trade-ins and the level of changes
 in the fleet composition of coach operators. Management estimates that the
 existing industry-wide fleet of over 30,000 coaches changes ownership
 every 12 years, creating an average used coach volume of about 2,500 units
 per year.

      Due to MCII Holdings' installed base of coaches, its maintenance and
 repair capabilities, customer network and industry knowledge, HBSI is able
 to repurchase and resell a substantial volume of used coaches. Management
 believes that MCII Holdings' capacity to accept used coaches in support of
 new coach sales and resell them through its distribution system provides
 MCII Holdings with a competitive advantage. Management believes that
 HBSI's largest competitor in the dealership business is ABC Bus, Inc.,
 which also serves as Van Hool's United States sales agent for new coaches.

      Research and Development. As part of MCII Holdings' new coach
 development project it received US$7.5 million in contributions from the
 Government of Canada and the Province of Manitoba. These contributions
 have been applied against research and development expenses. Contributions
 may be repayable should the project not be completed, or, for the first
 five years following project completion, should the ratio of Canadian
 employees to total employees of MCII be less then 40%.

Replacement Parts

      Management believes that MCII Holdings is a leading supplier of
 original equipment manufacturer ("OEM") quality replacement parts for the
 combined intercity coach and transit bus aftermarkets in the United States
 and Canada. MCII Holdings offers over 58,000 items necessary for coach and
 bus repair and regularly scheduled maintenance. MCII Holdings has six
 strategically located distribution outlets in the United States and Canada
 which allow MCII Holdings to promptly (if necessary, within 24 hours)
 deliver replacement parts nationwide. Management believes that MCII
 Holdings' breadth of product line and geographic scope are unmatched in
 the industry. In addition to the core intercity coach and transit bus
 parts business, MCII Holdings also distributes parts for school buses and
 diesel engines.

      In the replacement parts business, MCII Holdings has improved
 responsiveness to customer demands through the development of its
 information systems. MCII Holdings has installed remote order entry
 terminals in over 250 customer locations in order to minimize lead times
 and to accelerate the delivery process. Management believes that the
 installation of these electronic order entry terminals at customer
 locations expedites replacement parts orders and strengthens customer
 loyalty.

      MCII Holdings' competitive position in the parts business is further
 enhanced by the large installed base of its vehicles. The approximately
 23,000 coaches and 33,000 transit buses in the United States and Canada
 produced by MCII Holdings create a core demand for MCII Holdings parts,
 approximately 20% of which are proprietary to MCII Holdings and may not be
 purchased elsewhere. Despite the fact that MCII Holdings no longer
 manufactures transit buses, MCII Holdings continues to supply replacement
 parts to the Canadian transit bus market, and until November 1999, will
 provide OEM replacement parts for transit buses previously manufactured in
 the United States by MCII Holdings.

      Product Line. The replacement parts business is segmented into high
 quality parts supplied by an OEM which may fit coaches made by other
 manufacturers, and non-OEM parts, which are marketed primarily on a value
 basis. Management believes that MCII Holdings' current strength is in
 providing OEM parts that are either manufactured by MCII Holdings or
 acquired by MCII Holdings from the original equipment manufacturer. MCII
 Holdings' Universal Coach Parts ("UCP") subsidiary in the United States
 and MCIL in Canada offer a wide selection of replacement and repair parts
 to MCII Holdings' coach customers. In an effort to leverage further the
 competitive strength of its replacement parts business and distribution
 facilities, UCP has developed its own brand of alternate, non-OEM parts
 under the COACHGUARD name. More than sixty products have been introduced
 for this segment since its inception in 1993. MCII Holdings has also
 developed a line of remanufactured parts and components, which were
 introduced in the first six months of 1994. Management believes that the
 availability of remanufactured products will permit MCII Holdings to
 access new markets that are currently served by local and regional parts
 rebuilders.

      In 1994, MCII Holdings began marketing diesel engine parts under the
 name DIESEL GUARD and also began targeting the school bus parts market. As
 a result of its focus on the school bus market, MCII Holdings purchased
 the operations of a school bus parts distributor in April 1995 for US$2.9
 million.

      Marketing. For sales of replacement parts, MCII Holdings utilizes 13
 full-time field representatives, as well as telemarketing salespersons.
 The sales force makes regular visits to both current and potential
 customers, attends major industry trade shows, responds to advertisements
 for bids to supply replacement parts and uses telemarketing techniques. In
 addition, customer orders are facilitated through the use, by the sales
 force and certain of MCII Holdings' larger customers, of remote order
 entry terminals to minimize lead time. Management believes that MCII
 Holdings' efficiency and responsiveness allow customers to minimize
 inventory holding costs and to increase fleet utilization ratios.

      Coach Parts Customers. Customers served by MCII Holdings include both
 purchasers of MCII Holdings coaches as well as purchasers of non-MCII
 coaches such as Grupo Dina's Viaggio coach model. Management believes that
 customers place considerable emphasis on the quality of parts purchased as
 well as the speed and efficiency provided by their parts suppliers. Under
 an agreement with GLI, which is terminable by either party upon 180 days
 notice but not before April 30, 1997, MCII Holdings supplies and manages
 most of GLI's inventory of replacement parts.

      Transit Parts Customers. Management believes that the demand for
 transit parts is a function of the number of transit buses currently in
 operation, the average level of usage for each bus and the average age of
 the bus fleet. Management believes that purchasers of transit parts are
 more price-sensitive and less service sensitive than customers in the
 coach aftermarket, as the opportunity cost to the transit authority of a
 transit bus out of operation is less significant than the lost revenue of
 a line-haul coach operator. As a result, a large percentage of transit
 parts purchases are conducted on a public bid basis. Customers often
 choose to make a major purchase of parts inventory upon the procurement of
 additional new transit buses to ensure the availability of parts and to
 minimize cost through volume purchasing.

      Competition. The replacement parts business is highly fragmented and
 competitive. Management believes that MCII Holdings' largest competitors
 are Prevost and Mohawk, for coach replacement parts, and the other major
 transit manufacturers-Flexible, BIA and Neopart (the parts operation of
 Neoplan), for transit bus replacement parts. The remaining competitors
 include other coach manufacturers, diesel engine manufacturers, niche
 marketers and local vendors. Management believes that the factors
 influencing the choice of parts suppliers include a supplier's proximity
 to the customer, the number of replacement parts offered, level of
 technical knowledge and support and, to a lesser extent, minimum price. In
 addition, management believes that the installed base of vehicles
 manufactured by MCII Holdings, its predecessors and successors also
 provides MCII Holdings a distinct competitive advantage.

      Management estimates that MCII Holdings has consistently captured a
 significant share of the replacement parts business in its core intercity
 coach and transit bus parts segments (excluding engines, transmissions and
 related parts).

Discontinued Operations

      In November 1993, the Board of Directors of MCII approved a plan of
 disposition of the transit manufacturing segment. This decision was based
 upon management's review of market activities, business prospects,
 competitive bidding, evaluation of backlogs, economic value analysis, and
 opportunities for cost reduction, which indicated that the transit
 manufacturing business may not achieve acceptable profitability in the
 foreseeable future. In November 1994, MCII sold the fixed assets and
 certain of the inventory of the transit manufacturing business, as well as
 the right to manufacture, remanufacture and distribute transit buses
 previously made by MCII. Additionally, the purchaser, for a period of five
 years from the sale date, has agreed not to distribute parts to transit
 buses previously made by MCII. MCII retained all other assets and all of
 the remaining liabilities of the transit manufacturing business. As of
 March 31, 1996, the remaining net assets of the transit manufacturing
 business totaled US$11.2 million and were comprised principally of
 receivables.

International

      MCII has pursued expansion opportunities in selected international
 markets, with both direct sales efforts and joint ventures. In 1995, MCII
 Holdings invested 10 used coaches in a joint venture with a Chinese
 company to provide bus transportation for long-distance passengers and
 tourists in China.

Raw Materials/Components

      MCII Holdings' manufacturing operations utilize raw materials
 supplied by diverse sources and component parts provided by other original
 equipment manufacturers, which are assembled into intercity coaches. For
 axles, stainless steel tubing, transmissions and engines, MCII Holdings
 relies on limited sources of supply, although alternative sources of all
 such components, other than axles, are available.

Government Regulation

      The operations of, and the products manufactured by, MCII Holdings'
 subsidiaries are subject to various United States federal and state and
 Canadian federal and provincial laws and agency regulations. In the United
 States, these regulations include the Clean Air Act and other
 environmental acts which regulate coach engine emissions and plant
 operations; federal motor vehicle safety standards which establish minimum
 safety standards for various components of coaches; the Americans with
 Disabilities Act which specifies accessibility standards for the
 physically challenged; and Buy America legislation prohibiting the use of
 federal funds for coaches with less than 60% United States content. In
 Canada, regulations include various environmental acts which regulate
 coach plant operations and Canadian motor vehicle safety regulations which
 establish minimum safety standards for various coach components. Although
 the Canadian government has not adopted accessibility standards for the
 physically challenged, such standards are currently the subject of several
 official studies. MCII Holdings cannot accurately predict future expenses
 or liability which might be incurred as a result of such laws and
 regulations.

      The Americans with Disabilities Act requires, among other things,
 that the U.S. Department of Transportation (the "DOT") promulgate
 handicapped accessibility standards for coaches. Although the DOT has not
 issued proposed regulations for public comments, there are indications
 that the regulations (which are expected to be issued for comment in
 December 1996 and finalized in 1997) might require each coach in an
 operator's fleet to be handicapped accessible, rather than permitting the
 operation of a limited number of accessible coaches. Requiring complete
 fleet accessibility could have a material adverse effect on an operator's
 business and possibly on MCII Holdings' coach business. The final
 regulations will be applicable to operators with larger fleets 2 years
 after issuance of the final regulations and applicable to operators with
 smaller fleets 3 years after issuance of the final regulations.

Patents and Trademarks

      MCII Holdings, through its wholly owned subsidiary, MCII, owns
 numerous trademarks representing goodwill in the businesses using the
 marks and own a number of patents which MCII believes give it a
 competitive advantage in the marketplace. United States trademark
 registrations are for a term of 10 years, renewable every 10 years so long
 as the trademarks are used in the regular course of trade. The trademarks
 owned and used by MCII Holdings include the well known MCI marks. The
 marks COACH GUARD and DIESEL GUARD are in use in the replacement parts
 operations and filings have been made to register these trademarks. MCII
 Holdings owns numerous patents protecting, among other things, various
 aspects of the MCI coaches. Patents are granted for a term of 17 years.
 MCII Holdings has the right to use the Greyhound name and the "Image of
 the Running Dog" for the manufacture and sale of intercity coaches,
 transit buses and replacement parts in all countries other than the United
 States, Canada and Mexico.

Employees

      MCII Holdings had approximately 3,300 employees, as of March 31,
 1996, with approximately 1,300 in the United States and 2,000 employees in
 Canada. The hourly workers at most locations are organized and represented
 by unions. Approximately 2,100 employees of the total work force are
 represented by labor unions. The largest contracts are with the
 International Association of Machinists and Aerospace Workers (the "IAM")
 in Winnipeg, Manitoba and Pembina, North Dakota. The IAM contracts with
 Winnipeg/Pembina expire September 30, 1997. MCII's subsidiaries have
 historically enjoyed satisfactory relations with both union and nonunion
 employees.

Legal Matters

      MCII and certain of its subsidiaries are parties either as plaintiffs
 or defendants to various actions, proceedings and pending claims, certain
 of which involve claims for compensatory, punitive or other damages.
 Litigation is subject to many uncertainties and it is possible that some
 of the legal actions, proceedings or claims referred to above could be
 decided against

      MCII. Although the ultimate amount for which MCII may be held liable
 with respect to matters where MCII is a defendant is not ascertainable,
 MCII Holdings believes that any resulting liability will not materially
 affect its financial condition or results of operations.

      MCII's Canadian income tax returns for 1982 through 1992 are
 currently under review by Revenue Canada, which is reviewing certain
 profit allocation procedures between MCIL and MCI and may seek to impute
 additional Canadian income to MCIL. MCII is of the opinion that Revenue
 Canada's arguments are without merit. See "Risk Factors -- MCII Canadian
 Tax Liability."

Properties

      Coach. MCII Holdings conducts its coach manufacturing operations
 through subsidiaries located both in the United States and Canada. The
 operations in Winnipeg produce metal bus components, shells and fiberglass
 parts and subassemblies for intercity coaches. Once assembled, outer
 shells of coaches are transported by truck- hauled flatbed trailers to its
 Pembina, North Dakota plant. In Pembina, the manufacturing process is
 completed by installing components such as engines, transmissions, axles,
 wheels, tires, electrical components, air conditioning systems and
 passenger seats, as well as completing final paint scheme requirements.
 Finished units are distributed from the Pembina facility to customers
 throughout the United States and are returned to Winnipeg for sale and
 delivery to Canadian customers. With the Winnipeg/Pembina complex in full
 production, MCII Holdings is capable of producing approximately 1,200 to
 1,300 coach units per year.

      Parts. MCII Holdings distributes products from six locations,
 strategically located across the United States and Canada, with sites in
 Dayton, New Jersey; Chicago, Illinois; Los Angeles, California;
 Huntsville, Texas; Winnipeg, Manitoba; and Newcastle, Ontario.

      Other Properties. MCII Holdings leases its headquarters in Phoenix
 and has other leases on warehouses and parking lots. MCII leases
 approximately 226,000 square feet in New Mexico. In addition, MCII has
 assigned leases to another party on 224,000 square feet in New Mexico on
 which it remains liable for any missed lease payments upon default by the
 assignee.

      MCII Holdings believes that its facilities are adequate for its
 present needs and that its properties are generally in good condition,
 well maintained and suitable for their intended use. The following table
 is a summary of MCII's primary facilities as of March 31, 1996.


                                  Location/
                                  Ownership

Manufacturing and Assembly          U.S.      Canada     Building    Segment
Plants:                                                  sq. ft.

1149 St. Matthews Ave..........       -       Owned      128,000      Coach
Winnipeg, Canada

841 & 850 Erin Street..........       -       Owned       78,000      Coach
Winnipeg, Canada

400 Archibald Street...........       -       Owned       36,000      Coach
Winnipeg, Canada

1475 Clarence Ave..............       -       Owned      381,000      Coach
Winnipeg, Canada

552 W. Stutsman Ave............     Owned       -        186,000      Coach
Pembina, ND

140 Otter Street...............       -       Owned      144,000      Coach
Winnipeg, Canada

Modification or Repair
Facilities:

10 E. Golf Road................     Owned       -         60,000      Coach
Des Plaines, IL                                                      Support

9846 Atlantic Ave..............    Leased       -         16,000      Coach
Southgate, CA                                                        Support

14 Harmon Dr...................    Leased       -         28,000      Coach
Blackwood, NJ                                                        Support

1250 Slocum Street.............    Leased       -         30,000      Coach
Dallas, TX                                                           Support

Replacement Parts Facilities:

1558 Wilson Place..............       -       Leased      60,000      Parts
Winnipeg, Canada

105 E. Oakton..................     Owned       -        180,000      Parts
Des Plaines, IL

55 Howard Street...............    Leased       -         75,000      Parts
Des Plaines, IL

9 Nicholas Court...............    Leased       -        106,000      Parts
Dayton, NJ

7030 East Slauson..............    Leased       -         50,000      Parts
Los Angeles, CA

Huntsville, TX.................    Leased       -         75,000      Parts

260 Toronto Street.............       -       Owned       44,000      Parts
Newcastle, Ontario

Other

The Dial Tower.................    Leased       -         12,000    Corporate
Phoenix, AZ

Roswell Industrial Air Center..    Leased       -        226,000      Coach
Roswell, NM



                                  MANAGEMENT

Directors and Executive Officers

Grupo Dina

      Grupo Dina is managed by its board of directors (the "Grupo Dina
 Board of Directors"), which currently consists of twelve directors and
 five alternate directors. The directors (together with the alternate
 directors) are generally elected once a year at Grupo Dina's annual
 ordinary meeting of stockholders. Directors and alternate directors are
 generally elected by majority vote; however, Grupo Dina's corporate
 charter and by-laws (Estatutos Sociales) provide that any stockholder or
 group of stockholders who own ten percent of the outstanding common stock
 are entitled to appoint one director and one alternate director. Two of
 the directors and one alternate director are elected by the holders of
 Grupo Dina Series L Stock.

      Alternate directors participate and are entitled to vote at the Grupo
 Dina Board of Directors' meetings only when principal directors are
 absent. Each alternate director may substitute for any of the principal
 directors. Grupo Dina's executive officers are appointed by the Grupo Dina
 Board of Directors and hold office at the discretion of the Grupo Dina's
 Board of Directors.

      In accordance with Mexican law, Grupo Dina also has one or more
 statutory auditors. The primary role of a statutory auditor is to report
 to Grupo Dina's stockholders at the annual ordinary general meeting of
 stockholders regarding the accuracy of the financial information presented
 to the stockholders by the Grupo Dina Board of Directors. A statutory
 auditor is also authorized (I) to call ordinary or extraordinary general
 meetings, (ii) to place items on the agenda for meetings of stockholders
 or of the Grupo Dina Board of Directors, (iii) to attend meetings of
 stockholders and of the Grupo Dina Board of Directors and (iv) generally
 to monitor the affairs of Grupo Dina.

      Grupo Dina may have an executive committee, the members of which must
 be directors and appointed at the stockholders' meeting. Currently, no
 executive committee has been appointed. The members of the Grupo Dina
 Board of Directors and the alternate directors, as well as the statutory
 auditor, are as follows:

                                           Current
                                          Position
      Name                    Position   Held Since     Alternate

Rafael Gomez Flores.......    Chairman      1992(1) Jose Luis Olvera Caballero
Alejandro Cumming Soliveras   Director      1992    Humberto Gonzalez Hernandez
Wilfrido Gonzalez Balboa..    Director      1992    Gamaliel Garcia Cortes
David Ibarra Munoz........    Director      1992    Hector Arangua Morales
Luis German Carcova.......    Director      1995
Guillermo Gomez Flores....    Director      1994
Luis Huante Rodriguez.....    Director      1994
Antonio Mijares Ricci.....    Director      1994
Hector Larios Santillan...    Director      1996
Juan Gargallo Costa.......    Director      1996
Francoise Bouffard........    Director      1996
Guillermo Kareh Aarun.....    Secretary     1993
Francisco Javier
 Soni Ocampo                  Deputy        1996    Carlos Mendez Rodriguez
                              Statutory
                              Auditor
Martin Josephi Wellman        Series L      1995
                              Director
James Bernacchi               Series L      1996    Jerry Bost
                              Director

- - -------------------

(1)   Rafael Gomez Flores has been a Director of Grupo Dina since 1989. He
      succeeded O. Raymundo Gomez Flores as Chairman of the Board in 1992.

      Grupo Dina's executive officers are as follows:

                                                          Current Position
       Name                   Position                       Held Since
       ----                   --------                   --------------
Rafael Gomez Flores           Chief Executive Officer           1996
Gamaliel Garcia Cortes        Commercial Director               1995
Jose Luis Olvera Caballero    Director of Finance               1994
James P. Bernacchi            Chief Operating Officer           1996
Alberto Halliuis Morfin       General Manager - Spare Parts     1995
Valente Espinoza              Director of Acquisitions          1995
Guillermo Kareh Aarun         Director of Legal Affairs         1995
                              and Human Resources

MCII Holdings

      The following table sets forth certain information (ages as of July 1,
1996) concerning the directors and executive officers of MCII Holdings.  All
directors serve until their resignation or removal.

       Name                        Age         Position

Rafael Gomez Flores..............   39      President and Director
Jose Luis Olvera Caballero.......   42      Vice President, Chief Financial
                                              Officer and Director
Guillermo Kareh Aarun............   40      General Counsel, Secretary and
                                              Director
Gamaliel Garcia..................   42      Vice President and Director
Stephen P. Glennon...............   52      Director
Jeff W. Sanders..................   34      Controller
Kristin Schloemer................   46      Assistant Secretary
Albert J. Abram..................   39      Treasurer


      Mr. Gomez Flores has been President and Director of MCII Holdings
 since May 1996, Director of Grupo Dina since 1991 and Chairman of the
 Board of Directors of Grupo Dina since 1992. Rafael Gomez Flores and
 Guillermo Gomez Flores, Director of Grupo Dina, are brothers.

      Mr. Olvera Caballero has been a Director of MCII Holdings since May
 1996, and Director of Finance of Grupo Dina since 1994. Mr. Olvera
 Caballero was Managing Partner of Price Waterhouse Mexico from 1991 to
 1994.

      Mr. Kareh Aarun has been General Counsel, Secretary and Director of
 MCII Holdings since May 1996 and General Counsel of Grupo Empresarial G,
 S.A. de C.V., an affiliate of Grupo Dina, since 1993. Mr. Kareh Aarun
 served as General Counsel of Procter & Gamble Mexico from 1993 to 1996.

      Mr. Garcia has been Vice President and Director of MCII Holdings
 since May 1996. Mr. Garcia was General Manager of Premium International
 from 1991 to 1995.

      Mr. Glennon has been Director of MCII Holdings since May 1996. Mr.
 Glennon was designated as an independent director of MCII Holdings by the
 holder of at least a majority of the Old Notes pursuant to the Indenture.
 Mr. Glennon has been CEO of Glennon Associates since 1991, Director of New
 Water Street Corp. since 1993 and Director of Arden Group, Inc. since
 1994.

      Mr. Sanders has been Controller of MCII Holdings since May 1996 and
 director of financial reporting and then controller of MCII since its
 formation in 1993. Prior to being employed by MCII, Mr. Sanders was
 employed by the accounting firm of Deloitte & Touche LLP from 1985 to 1993
 in various positions, including senior manager in the audit department.

      Ms. Schloemer has been Assistant Secretary and in-house counsel of
 MCII Holdings since May 1996 and has served as in-house counsel fo MCII
 since its formation in 1993. Prior to employment with MCII, Ms. Schloemer
 was employed in the law department of The Dial Corp from 1981 to 1993 in
 various positions, working primarily on matters relating to Dial's bus
 manufacturing and bus parts distribution businesses..

      Mr. Abram has been Treasurer of MCII Holdings since May 1996 and has
 served as assistant treasurer and then treasurer of MCII since its
 formation in 1993. Prior to being employed by MCII, Mr. Abram was employed
 by The Dial Corp or subsidiaries of The Dial Corp beginning in 1985 in
 various capacities in the treasury function.


Compensation of Directors and Officers of Grupo Dina

      The aggregate amount of compensation paid by Grupo Dina to all
 individuals serving as executive officers of the registrant during 1995
 was Ps 23.8 million. Grupo Dina did not accrue any pension or retirement
 benefits for its directors or executive officers in 1995.

      Currently, members of Grupo Dina's Board of Directors who are not
 employees of Grupo Dina or its subsidiaries receive as compensation an
 annual fee equivalent to US$10,000.

Compensation of Directors of MCII Holdings

      Mr. Glennon, independent director of MCII Holdings designated by the
 holders of the Old Notes pursuant to the Indenture, receives annual
 compensation equal to $10,000 for his services as an independent Director
 of MCII Holdings. The other directors of MCII Holdings, who are employees
 of MCII or any subsidiary thereof, do not receive additional compensation
 by reason of their membership on, or attendance at meetings of, the Board.

MCII Holdings Executive Compensation

      MCII Holdings is a holding company with no business operations of its
 own and, accordingly, engages in its business through MCII and its
 subsidiaries. The officers of MCII Holdings receive no compensation for
 their services to MCII Holdings. Accordingly, the following table sets
 forth certain compensation awarded to, earned by or paid to the Chief
 Executive Officer of MCII and the four most highly paid executive officers
 of MCII and its subsidiaries, other than the Chief Executive Officer, who
 served as executive officers of MCII at December 31, 1995 for services
 rendered in all capacities to MCII and its subsidiaries during 1995 and
 the two prior fiscal years.



                         Summary Compensation Table

                                   Annual Compensation             Long-Term Compensation
                                                                           Award
                          --------------------------------        -------------------------

Name and Principal                                                                    
Position                                                 Other               Securities
                                                         Annual   Restricted  Under-
                                                        Compen-     Stock     lying      LTIP      All Other
                                     Salary    Bonus     sation    Awards    Options    Payouts   Compensation
                           Year         $        $        $(1)      $(2)       #(3)      $(4)        $(5)
                        ----------   -----    ------    -------   --------   -------   -------    ---------
                                                                           
George W. Aucott(6)...     1995      420,000  794,000 1,213,910          0         0          0    1,455,663
  Chief Executive          1994      377,865  571,367    19,106          0         0    209,887        6,354
  Officer and              1993      161,763  285,400   237,691    175,183    55,000          0          740
  Chairman of the
  Board, MCII

John R. Nasi(7).......     1995      346,667  571,300   506,682          0         0          0    2,596,390
  President and Chief      1994      326,667  416,600    45,724          0         0    203,882        9,000
  Operating Officer,       1993      306,667  225,100   476,088    150,162    93,716          0       14,045
  MCII

Truman W. Netherton(8)     1995      237,900  229,600    11,759          0         0          0        7,137
  Group Executive          1994      226.667  208,675   113,564          0         0    369,920        4,500
  Vice President,          1993      214,333  147,200     5,778    116,438    57,447          0        7,157
  North American
  Coach Group

Jerry W. Bost.........     1995      210,093  199,000     3,845          0         0          0        6,320
  President and Chief      1994      195,333  148,358    92,052          0         0     80,898        5,860
  Executive Officer,       1993      166,669   93,000    49,390     97,031    43,710          0        2,205
  Universal Coach
  Parts, Inc.

James P. Bernacchi....     1995      136,800  147,000     6,124          0         0          0        3,155
  Executive Vice           1994      119,267   93,250    37,378          0         0          0            0
  President Procurement    1993      110,733   63,200    41,366     32,344    14,061          0          470
  and Manufacturing
  Transportation
  Manufacturing
  Operations, Inc..

<FN>
- - ----------------------
(1)   Perquisites are less than the lower of 10% salary and bonus or
      $50,000, except that (i) the amount for Mr. Aucott in 1993 includes
      perquisites for moving expenses ($49,940), financial counseling
      ($5,886), country club dues ($4,558) and personal use of company car
      ($2,635), and (ii) the amount for Mr. Bernacchi in 1993 includes
      perquisites for moving expenses ($27,161), personal use of company
      car ($964) and country club dues ($75). The amount for Mr. Aucott in
      1995 represents a gross-up of the taxes due for reimbursed financial
      counseling expenses ($5,840), reimbursed travel expenses ($2,036) and
      supplemental pension plan funding ($1,206,034). The amount for Mr.
      Nasi in 1995 represents a gross-up of the taxes due for reimbursed
      counseling expenses ($8,494) and supplemental pension plan funding
      ($498,188). The amount for Mr. Netherton in 1995 represents a
      gross-up of the taxes due for reimbursed financial counseling
      expenses ($2,716) and travel expenses ($9,043). The amount for Mr.
      Bost in 1995 represents a gross-up of the taxes due for reimbursed
      financial counseling expenses ($2,716) and travel expenses ($1,129).
      The amount for Mr. Bernacchi in 1995 represents a gross-up of the
      taxes due for reimbursed financial counseling expenses ($1,816) and
      travel expenses ($4,308).

(2)   There were no restricted stock holdings at December 31, 1995.

(3)   There were no stock options at December 31, 1995.

(4)   Represents pro rata payment of outstanding awards under the MCII's
      incentive plans for the 1992-1994, 1993-1995 and 1994-1996 cycles.

(5)   The amount for Mr. Aucott in 1995 represents payments by MCII under
      401(k) plans ($9,000), supplemental pension plan funding ($1,442,451)
      and life insurance payments ($4,212). The amount for Mr. Nasi in 1995
      represents payments by MCII under 401(k) plans ($9,000) and
      supplemental pension plan funding ($595,848) and payment under the
      MCII executive severance plan ($1,991,542). The amount for Mr.
      Netherton in 1995 represents payments by MCII under 401(k) plans
      ($7,137). The amount for Mr. Bost in 1995 represents payments by MCII
      under 401(k) plans ($6,320). The amount for Mr. Bernacchi in 1995
      represents payments by MCII under 401(k) plans ($3,155).

(6)   Mr. Aucott became empoyed by MCII in July 1993.  His employment
      terminated on March 31, 1996.

(7)   Mr. Nasi served as Chief Executive Officer of MCII until August 1993.
      His employment terminated on April 1, 1996.

(8)   Mr. Netherton's employment terminated on June 30, 1996.



                                              Years of Service
         Renumeration           10         15         20          25
                              ------     ------     ------      ------

$100,000....................$ 15,350    $ 23,025  $ 30,700    $ 38,375
$200,000....................  32,850      49,275    65,700      82,125
$300,000....................  50,350      75,525   100,700     125,875
$400,000....................  67,850     101,775   135,700     169,625
$500,000....................  85,350     128,025   170,700     213,375
$600,000.................... 102,850     154,275   205,700     257,125
$700,000.................... 120,350     180,525   240,700     300,875
$800,000.................... 137,850     206,775   275,700     344,625
$900,000.................... 155,350     233,025   310,700     388,375

      The above table shows the estimated annual retirement benefit payable
 on a straight life annuity basis to participating employees, including
 officers, in the earnings and years of service classifications indicated,
 under MCII's retirement plans which cover most officers and other salaried
 employees on a non- contributory basis. MCII's plans provide for the
 payment of benefits to an employee's surviving spouse or other
 beneficiary.

      Covered compensation includes salary and bonus. The calculation of
 retirement benefits under the plans generally is based upon average annual
 earnings for the highest five consecutive years. The credited years of
 service for Messrs. Aucott, Nasi, Netherton, Bost and Bernacchi are 2, 14,
 4, 3 and 7, respectively. Mr. Aucott's average annual earnings for the 29
 months ended December 31, 1995 were $838,462. Mr. Bost's average annual
 earnings for the 39 months ended December 31, 1995 were $303,061. Mr.
 Netherton's average annual earnings for the 54 months ended December 31,
 1995 were $404,332. Mr. Nasi's average annual earnings for the five years
 ended December 31, 1995 were $478,428 and Mr. Bernacchi's were $145,909.

      Section 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
 amended, limit the annual benefits which may be paid from a tax-qualified
 retirement plan. As permitted by the Employee Retirement Income Security
 Act of 1974 ("ERISA"), MCII has supplemental plans which authorize the
 payment out of the general funds of MCII of any benefits calculated under
 provisions of the applicable retirement plan which may be above the limits
 under these sections.

      The basis on which benefits under the plans are computed are: years
 of service, age at retirement and compensation. The benefits listed in the
 above Pension Plan Table are not subject to any deduction or other offset
 amounts.

      MCII Benefit Plans.

      The following are descriptions of certain agreements and benefit
 plans provided to management employees of MCII and its subsidiaries.

      MCII Employment Agreements and Arrangements. MCII entered into a
 three year employment agreement with Mr. Aucott providing for a base
 salary of $350,000 per year, an annual incentive award under the MCII
 annual management incentive plan with a target amount of 60% of base
 salary and a long- term incentive award under the PUIP with a target
 amount of 60% of base salary.

      Letter Agreements. Grupo Dina and MCII entered into letter agreements
 (the "New Letter Agreements"), with each of George Aucott, James
 Bernacchi, Jerry Bost and Truman Netherton (col- lectively, the
 "Executives"). Each of the New Letter Agreements, which are all
 substantially similar, pro- vide, among other things, that, for 18 months
 following consummation of the Merger, as long as such Executive remains
 employed by Grupo Dina or any of its subsidiaries or affiliates, such
 Executive's compensation package will not be reduced and will remain
 competitive with compensation packages for executives (exclusive of bonus,
 stock options, restricted stock and other incentive or severance
 arrangements) in positions substantially similar to such Executive's
 position at the time of the Merger who are employed by similarly situated
 United States corporations. In addition, the New Letter Agreements provide
 that, for 18 months following consummation of the Merger, as long as an
 Executive remains employed by Grupo Dina or any of its subsidiaries or
 affiliates, such Executive will be entitled to partici- pate in a
 management incentive plan substantially similar to MCII's existing
 management incentive plan and that, as long as such Executive remains
 employed by Grupo Dina or any of its subsidiaries or affiliates, such
 Executive will be entitled to an annual cash payment through the year
 2000. The amount of the cash payment to be made to each Executive was
 established in such Executive's New Letter Agreement and determined based
 on a percentage of such Executive's total current compensation package.

      In addition, pursuant to the New Letter Agreements, the Executives
 have agreed to waive any rights they may have under MCII's existing
 Executive Severance Plan (as defined below), except in the event of
 involuntary termination of employment without Cause (as defined in the
 Executive Severance Plan) within 18 months following the Merger. Each
 Executive's employment with MCII may be terminated at any time by either
 MCII or the employee. However, in the event any Executive's employment is
 terminated involuntarily within 18 months after the Merger for a reason
 other than for Cause (as defined in the Executive Severance Plan), such
 Executive is entitled to severance benefits in accordance with the terms
 of the Executive Severance Plan.

      MCII Executive Severance Plans. MCII adopted an executive severance
 plan ("Executive Sever- ance Plan") covering a number of employees,
 including Mr. Nasi, providing severance benefits in the event of
 termination of employment for reasons other than death, disability or
 normal retirement, within 18 months after a change in control of MCII.
 Under the plan, in the event of such termination, Mr. Nasi would receive
 three times salary, bonuses and other benefits and three years' credit for
 pension service. In addition, the Executive Severance Plan provided that
 if Mr. Nasi elected to terminate his employment during April 1996, Mr. Nasi 
 would be entitled to receive two times salary, bonus and other benefits, 
 and two years' credit for pension service, in each case net of any amounts 
 paid under any other severance agreement or arrangement.

Grupo Dina Management Stock Sales Plan

      At an extraordinary general stockholders' meeting held on October 9,
 1992, the stockholders of Grupo Dina approved the issuance of 8,234,360
 shares of common stock with a current aggregate book value of
 approximately Ps 37.8 million (US$5.06 million, based on an exchange rate
 as of June 3, 1996 of Ps 7.4747=US$1.00) which have been subscribed for
 and fully paid by the trust (the Grupo Dina Management Trust") established
 to implement Grupo Dina's Management Stock Sales Plan. The Grupo Dina
 Management Trust purchased the shares of common stock on October 14, 1992
 at a price of Ps 3.04 (US$0.98) per share of common stock. Executive
 officers of Grupo Dina were awarded options to purchase common stock from
 the Grupo Dina Management Trust which are exercisable over the course of
 the next ten years in accordance with guidelines established by a
 technical committee, which includes representatives of Grupo Dina's
 principal stockholder. The common stock will be purchased by officers at
 the same price the trust paid for the common stock. As of March 31, 1996,
 6,358,417 shares of common stock remained in the Grupo Dina Management
 Trust.


                        OWNERSHIP OF COMMON STOCK

Grupo Dina

      The capital stock of Grupo Dina consists of one series of voting
 stock, the common stock, and one class of limited voting stock, the Series
 L Stock. The following table sets forth, at July 22, 1996, informa- tion,
 known to Grupo Dina, with respect to beneficial owners of more than 5% of
 the outstanding shares and beneficial ownership of outstanding shares by
 all officers and directors as a group.

                                                              Percent of
Title of                                 Number of Shares     Outstanding
 Class           Name of Owner               Owned(1)         Common Stock(1)

Common    Grupo Empresarial G, S.A. de C.V.  127,912,420       62.8%
Common    Rafael Gomez Flores                  1,666,287        0.8%
Common    O. Raymundo Gomez Flores             1,666,309        0.8%
Common    Armando Gomez Flores                 1,666,308        0.8%
Common    Alfonso Miguel Gomez Flores          1,666,309        0.8%
Common    Guillermo Gomez Flores               1,666,289        0.8%
Common    Grupo Dina Management Trust          6,238,056        3.1%
Common    All officers and directors as a
            group(2)                           9,955,993        4.9%

Series L  Frost-Nevada, Limited
            Partnership (3)                    2,099,703       12.3%
Series L  Goldman, Sachs & Co.  (4)            3,416,493       21.7%
Series L  All officers and directors as a
          group(5)                               516,944        1.0%

- - -------------

(1)   Since each of the named members of the Gomez Flores family has voting
      power or shares voting power and/or investment power over the shares
      owned of record by Grupo Empresarial G, S.A. de C.V. ("Empresarial"),
      each such family member may be deemed to be the beneficial owner of
      such shares in addition to the shares owned of record by such family
      member.

(2)   Includes all shares held of record by officers and directors of Grupo
      Dina as well as all shares held in the Grupo Dina Management Trust.
      However, such shares do not include shares held of record by
      Empresarial which members of the Gomez Flores family may be deemed to
      beneficially own.

(3)   Based upon the information contained in Amendment No. 5 dated June
      19, 1996 to a Schedule 13D filed by Frost-Nevada, Limited Partnership
      ("F-N LP"), Frost-Nevada Corporation ("F-N Corp."), F-N LP's general
      partner, and Phillip Frost, M.D., the sole stockholder of F-N Corp.,
      each of F-N Corp. and Dr. Frost may be deemed to be the beneficial
      owner of these shares.

(4)   Based upon the information contained in Amendment No. 3 dated
      February 13, 1996 to a Schedule 13G filed by Goldman, Sachs & Co. and
      Goldman Sachs Group, L.P.

(5)   Includes shares owned by certain individuals who as of the date of
      this Prospectus are no longer officers or directors.

      Empresarial is a holding company owned by the members of the Gomez
 Flores family listed in the table above. Approximately 62.8% of the
 outstanding shares of common stock of Grupo Dina are owned by Empresarial
 and therefore may be deemed to be beneficially owned by members of the
 Gomez Flores family. Consequently, as of the date of this Prospectus,
 Empresarial and, through it, those family members have the power to elect
 all of Grupo Dina's directors other than the two directors entitled to be
 elected by the holders of Series L Stock and as otherwise discussed in
 "Management" and to determine the outcome of any actions requiring
 stockholder approval, including the declaration, amount and payment of
 dividends by Grupo Dina. Through Empresarial, the Gomez Flores family is
 engaged in a wide range of business activities in Mexico, including real
 estate development and residential and commercial real estate construction
 and food related businesses.

      There are no arrangements known to management, the operation of which
 may at a subsequent date result in a change in control of the Grupo Dina.

MCII Holdings

      All of the outstanding common stock of MCII Holdings is owned by
 Grupo Dina.


                          CERTAIN TRANSACTIONS

      In the ordinary course of its business, Grupo Dina engages in a
 variety of transactions with Empresarial and other affiliates of the Gomez
 Flores family. Empresarial and members of the Gomez Flores family, who in
 turn control Empresarial, are the controlling shareholders of Grupo Dina.
 The principal transactions with such related parties during the period
 from January 1, 1993 through March 31, 1996 are as follows:

           (i) In the ordinary course of its business, Grupo Dina sells
      coaches to the major intercity coach operating groups in Mexico. In
      1992, Empresarial acquired a 21% interest in Grupo Empresarial de
      Occidente, S.A. de C.V., which controlled 39% of Grupo Tres Estrellas
      de Oro, one of the major intercity coach operating groups. During
      1992, Grupo Tres Estrellas de Oro purchased 503 coaches from Grupo
      Dina, representing net sales of Ps 648.5 million. In 1993,
      Empresarial sold its interest in Grupo Empresarial de Occidente. In
      connection with such sale, Tres Estrellas and Estrella Blanca agreed
      with Autobuses that Autobuses will supply all of their requirements
      of new coaches for a period of 30 years at commercially competitive
      prices. The agreement provides for a minimum annual purchase
      requirement of 400.

           (ii) On October 13, 1993, Grupo Dina advanced to Empresarial
      US$30 million at a rate of 11.1%, which was paid on November 15,
      1993.

           (iii) Members of the Gomez Flores family own in the aggregate
      approximately 80% of the outstanding capital stock of AF Dina, a
      company which provides financing for sales of Grupo Dina's trucks and
      coaches as well as other products not related to the businesses of
      Grupo Dina. Grupo Dina owns 12% of the outstanding capital stock of
      AF Dina. Grupo Dina may provide assistance to AF Dina in the form of
      guarantees of its borrowings.

      Since the Merger, MCII has engaged in transactions with Grupo Dina in
 the normal course of business. Such transactions are disclosed as part of
 MCII Holdings' consolidated financial statements included elsewhere in
 this Prospectus.


                        DESCRIPTION OF THE NOTES

      The New Notes offered hereby will be issued pursuant to the Indenture
 among Grupo Dina, MCII Holdings and IBJ Schroder Bank & Trust Company, as
 Trustee, a copy of which is filed as an exhibit to the Registration
 Statement of which this Prospectus constitutes a part. The following
 summary, which describes certain provisions of the Indenture and the
 Notes, does not purport to be complete and is subject to, and is qualified
 in its entirety by reference to, the TIA and all of the provisions of the
 Indenture and the Notes, including the definitions therein of terms not
 defined in this Prospectus. Certain terms used in this section are defined
 below for purposes of this section under "-- Certain Definitions." New
 Notes are identical in all material respects to the Old Notes, except for
 certain transfer restrictions and registration rights relating to the Old
 Notes and except that, if the Exchange Offer is not consummated by
 December 30, 1996, the Old Notes will bear additional interest as
 described under "-- Registration Rights" below.

General

      The Notes will be dated as of, and accrue interest from, November 18,
 1995 and will bear interest initially at the rate of 12% per annum through
 maturity; provided, that, if the Notes are not rated either BB- or better
 by S&P or Ba3 or better by Moody's at November 15, 1999, the per annum
 interest rate shall be increased on such date to 15%, until maturity.
 Prior to and including the interest payment due on November 15, 1998, the
 Notes will accrue interest on a zero coupon basis and, accordingly, the
 principal value of each New Note will accrete from US$705.65 at November
 18, 1995 for each US$1,000 in principal amount to US$1,000 at November 15,
 1998. Thereafter, all interest will be payable in cash semiannually on May
 15 and November 15 of each year (each a "Cash Interest Payment Date"),
 commencing May 15, 1999. Interest on the Notes will be paid to the Persons
 who are registered holders of Notes at the close of business on the first
 day of the month in which such interest payment date occurs. The Notes
 will be transferable and exchangeable initially at the office of the
 Trustee and will be issued only in fully registered form, without coupons,
 in denominations of $1,000 and any integral multiple thereof. Interest
 will be computed on the basis of a 360-day year of twelve 30-day months.
 Additional interest may be payable on the Notes under the circumstances
 described below under "--Registration Rights."

      Grupo Dina and MCII Holdings will be jointly and severally liable
 with respect to payments of principal and interest on the Notes. It is
 intended that all payments in respect of the Notes will be paid by Grupo
 Dina, and that payments will be made by MCII Holdings only in the event of
 failure to pay by Grupo Dina. MCII Holdings will have subrogation rights
 against Grupo Dina if MCII Holdings is required to make any payments under
 the Notes. Such subrogation rights will be subordinated to the prior
 payment in full of the Notes and the Eurobonds. Holders of the Notes, by
 their acceptance of the Notes, will agree to report the Notes as
 indebtedness of Grupo Dina which is guaranteed by MCII Holdings for all
 tax pur- poses. In addition, Grupo Dina and MCII Holdings intend to treat
 the Notes as debt of Grupo Dina guar- anteed by MCII Holdings for all tax
 purposes.

      The principal amount of the Notes will be payable on November 15,
 2002. The Notes will be general senior obligations of Grupo Dina and MCII
 Holdings. The obligation of MCII Holdings will be secured by (i) a pledge
 of the MCII Shares and (ii) a perfected first priority security interest
 in any cash deposited with the Trustee in accordance with the covenant
 described under "--Certain Cove- nants--Limitation on Restricted Payments
 by MCII Holdings" below. MCII Holdings may sell the MCII Shares and MCII
 may issue and sell additional MCII stock in accordance with the covenant
 described under "--Certain Covenants--Limitation on Issuance and Sale of
 Capital Stock of MCII" below. The obligation of Grupo Dina in respect of
 the New Notes will rank pari passu with the Old Notes and with all other
 outstanding unsecured and unsubordinated obligations of Grupo Dina,
 present or future, other than obligations which are mandatorily preferred
 by statute or operation of law. The obligation of MCII Holdings in respect
 of the New Notes will rank pari passu with the Old Notes and, by reason of
 the security interests referred to above, will effectively rank senior to
 any outstanding unsecured obligations of MCII Holdings. MCII Holdings will
 not incur indebtedness for borrowed money except for indebtedness
 subordinated to the Notes as described under "--Certain
 Covenants--Limitation on MCII Holdings Debt" below.

      Under the terms of the Indenture, Grupo Dina or MCII Holdings, as the
 case may be, may be obligated or have the option to repurchase the Notes.
 Selection of Notes to be repurchased pursuant to the Indenture will be
 made by lot, pro rata or by such other method as the Trustee shall deem to
 be fair and appropriate. The Indenture provides that if any Note is to be
 redeemed in part only, the notice of redemption relating to such Note
 shall state the portion of the principal amount (in integral multiples of
 US$1,000) to be redeemed and that on and after the date fixed for
 redemption, upon surrender of such Note, a new Note or Notes in principal
 amount equal to the unredeemed portion thereof may be issued in the name
 of the holder thereof, or the Trustee may note such partial redemption
 upon such security. Grupo Dina or MCII Holdings will comply with any
 tender offer rules under the Exchange Act which may then be applicable,
 including Rule 14e-1, in connection with any offer made by Grupo Dina or
 MCII Holdings to repurchase the Notes. To the extent that the provisions
 of any securities laws or regulations conflict with provisions of this
 covenant, Grupo Dina or MCII Holdings will comply with the applicable
 securities laws and regulations and shall not be deemed to have breached
 its obligations under this covenant by virtue thereof.

      For each Old Note accepted for exchange the holder of such Old Note
 will receive a New Note having a principal amount equal to that of the
 surrendered Old Note.

      All Old Notes and New Notes will be treated as a single class of
 securities under the Indenture.

Security for the Notes

      The Notes will be secured by (i) pledge of the MCII Shares held by
 MCII Holdings and (ii) a perfected first priority security interest in any
 cash deposited with the Trustee in accordance with the covenant described
 under "--Certain Covenants--Limitation on Restricted Payments by MCII
 Holdings" below. MCII Holdings may sell the MCII Shares and MCII may issue
 and sell additional MCII stock in accordance with the covenant described
 under "--Certain Covenants--Limitation on Issuance and Sale of Capital
 Stock of MCII" below.

Optional Redemption

      The Notes may be redeemed, in whole or in part, at the option of
 Grupo Dina, upon not less than 30 nor more than 60 days' notice mailed to
 each holder of Notes at its address at any time on or after November 15,
 1998, at a price equal to 100% of the principal amount thereof, plus
 accrued and unpaid interest, if any, to the redemption date. In addition,
 the Notes may be redeemed, in whole but not in part, at the option of
 Grupo Dina or MCII Holdings at any time at 100% of the principal amount
 thereof, plus accrued and unpaid interest, if any, through the redemption
 date in the event of certain changes affecting withholding taxes. See
 "--Tax Redemption" below.

Change of Control

      A Change of Control will constitute an Event of Default under the
 Indenture (i) if within 30 days after such Change of Control neither Grupo
 Dina nor MCII Holdings, as the case may be, has notified the Trustee in
 writing of such Change of Control and mailed a notice to holders of Notes
 stating (A) that Grupo Dina or MCII Holdings is making an offer to all
 holders of the New Notes to purchase all Notes properly tendered (a
 "Change of Control Offer") at a purchase price (the "Change of Control
 Purchase Price") equal to the aggregate Accreted Value thereof on the date
 of purchase, if on or prior to November 15, 1998, and equal to the
 aggregate principal amount thereof, plus accrued and unpaid interest, if
 any, thereafter, to the date of purchase (subject to the right of holders
 of record on the relevant record date to receive interest due on the
 relevant Cash Interest Payment Date); (B) the purchase date (which will be
 no earlier than 30 days nor later than 60 days from the date such notice
 is mailed) (the "Change of Control Purchase Date"); and (C) the
 instructions, determined by Grupo Dina or MCII Holdings, consistent with
 the Indenture, that a holder must follow in order to tender its Notes; or
 (ii) neither Grupo Dina nor MCII Holdings, as the case may be, purchases
 all Notes properly tendered in accordance with the Change of Control Offer
 on such Change of Control Purchase Date.

      The failure of Grupo Dina or MCII Holdings, as the case may be, to
 make the Change of Control Offer or to pay the Change of Control Purchase
 Price on the Change of Control Purchase Date will result in the Trustee
 and the holders of the Notes having the rights described under "--Events
 of Default" below. Grupo Dina's or MCII Holdings' ability to pay cash to
 the holders of the Notes upon a repurchase may be limited by Grupo Dina's
 or MCII Holdings' then existing financial resources, and there can be no
 assurances that Grupo Dina or MCII Holdings will have the financial
 resources necessary to repurchase the Notes upon a Change of Control.

      The provisions under the Indenture relating to Grupo Dina's or MCII
 Holdings' obligation to make an offer to repurchase Notes as a result of a
 Change of Control may be waived or modified with the written consent of
 the holders of a majority in principal amount of the Notes.

Certain Covenants

      The Indenture contains covenants including, among others the
 following:

      Limitation on MCII Holdings Debt. Excluding the Notes, MCII Holdings
 may not, directly or indirectly, create, incur, issue, assume, suffer to
 exist, Guarantee or in any other manner become directly or indirectly
 liable with respect to or become responsible for (collectively, to
 "incur") any Debt. Notwithstanding the foregoing, MCII Holdings may incur
 Debt subordinated to the Notes provided that the Notes are rated BBB- or
 better by S&P and Baa3 or better by Moody's at the time of and immediately
 after the incurrence of such subordinated Debt.

      Limitation on Subsidiary Debt and Preferred Stock. MCII Holdings will
 not permit MCII or any other Subsidiary to, directly or indirectly, incur
 any Debt or issue Preferred Stock if it would result in the aggregate
 amount of Subsidiary Debt exceeding at any time the sum of (i) the
 Adjusted Subsidiary Debt Amount and (ii) the Debt, if any, of Autobuses,
 if Autobuses shall become a direct Subsidiary of MCII Holdings; provided,
 however, that if (x) the total principal amount of Notes outstanding on
 November 15, 1998 and (y) the aggregate amount of Subsidiary Debt exceeds
 the Maximum Permitted Debt Amount at November 15, 1998, then to the extent
 that Notes are not prepaid on such date, MCII Holdings shall cause its
 Subsidiaries to reduce Debt on and after November 15, 1998 for so long as
 and to the extent necessary to ensure that the aggregate amount of Notes
 outstanding and the aggregate amount of Subsidiary Debt does not at any
 time exceed the Maximum Permitted Debt Amount for so long as any Notes
 shall be outstanding. For purposes of the foregoing, the Maximum Permitted
 Debt Amount means US$420 million; provided, however, that upon
 contribution by Grupo Dina of 100% of the issued and outstanding Capital
 Stock of Autobuses to MCII Holdings or MCII, the Maximum Permitted Debt
 Amount shall mean US$440 million. For purposes of the foregoing, Debt
 shall exclude Permitted Debt, and for purposes of the preceding sentence,
 but not the first sentence, of this paragraph, Debt shall exclude
 additional Debt in an amount not to exceed 80% of MCII Receivables.
 Notwithstanding the foregoing, if Autobuses becomes a direct Subsidiary of
 MCII Holdings, no other Subsidiary of MCII Holdings shall Guarantee or
 otherwise be responsible for the Debt, if any, of Autobuses.

      Limitation on Restricted Payments by MCII Holdings. The Indenture
 prohibits any MCII Holdings Restricted Payments; provided, however, that
 MCII Holdings may declare and pay dividends, so long as at the time of
 such dividend and after giving effect thereto, no Default or Event of
 Default shall have occurred and be continuing, as follows: (i) in the one
 year period following the Expiration Date, MCII Holdings may declare and
 pay one or more dividends on its Capital Stock aggregating not more than
 US$25 million and (ii) MCII Holdings may declare and pay dividends on its
 Capital Stock in an amount (excluding dividends under clause (i)) equal to
 the greater of (a) US$3 million per calendar year and (b) 50% of the
 Consolidated Net Income of MCII since January 1, 1996 (treated as one
 accounting period), provided that, in the event of a dividend permitted
 under clause (b) but not under clause (a), MCII Holdings has on deposit
 with the Trustee for the benefit of the holders an amount of cash and/or
 Cash Equivalents not less than the cash interest due on the Notes then
 outstanding within the six month period following the payment of such
 dividend and (iii) subject to compliance by MCII Holdings with the
 "Limitation on Issuance and Sale of Capital Stock of MCII" covenant, MCII
 Holdings may declare and pay any dividend in an amount not to exceed the
 amount of Required Proceeds from the sale of Capital Stock of MCII not
 required for the repurchase of Notes pursuant to such covenant.

      In addition, MCII Holdings may declare and pay any dividend not
 permitted under clauses (i) and (ii), provided that (1) it shall have
 first offered to apply up to the difference between the amount of such
 dividend and the maximum amount then permitted under clause (ii) (the
 "Extraordinary Dividend Amount") to the repurchase of Notes pursuant to a
 Qualifying Offer. To the extent that the aggregate Accreted Value or the
 principal amount (together with accrued interest, if any) of Notes
 tendered pursuant to such Qualifying Offer is less than the amount of the
 Extraordinary Dividend Amount, MCII Holdings may declare and pay as a
 dividend the portion of such Extraordinary Dividend Amount that is not
 required in order to purchase Notes so tendered. MCII Holdings may reduce
 the Extraordinary Dividend Amount offered to repurchase Notes by the
 amount, if any, it shall have paid in the 180 days preceding the
 commencement of the relevant Qualifying Offer to purchase or otherwise
 retire Notes other than in satisfaction of this or any other covenant
 under the Indenture.

      Limitation on MCII Holdings Liens. MCII Holdings will not, directly
 or indirectly, incur any Lien of any kind on or with respect to any
 property or assets now owned or hereafter acquired, or any interest herein
 or any income or profits therefrom, for the benefit of any Debt that is
 subordinated to the Notes. If MCII Holdings acquires the Capital Stock of
 Autobuses, MCII Holdings will not, directly or indirectly, incur any Lien
 of any kind on or with respect to the Capital Stock of Autobuses.

      Limitation on the Issuance and Sale of Capital Stock of MCII. MCII
 Holdings will not convey, sell, assign, transfer or otherwise dispose of,
 and will not permit MCII to issue and sell, Capital Stock of MCII (an
 "MCII Shares Sale"); provided, however, that MCII may issue and sell, or
 MCII Holdings may convey, sell, assign, transfer, or otherwise dispose of,
 MCII Capital Stock, other than Redeemable Stock or Preferred Stock, if
 immediately after giving effect to such an MCII Shares Sale (i) MCII
 Holdings shall continue to hold a Majority of the Voting Stock of MCII and
 (ii) MCII Holdings or MCII, as the case may be, makes a Qualifying Offer
 to apply 80% of the Net Proceeds of such MCII Shares Sale (such 80% the
 "Required Proceeds") to purchase Notes properly tendered pursuant to such
 Qualifying Offer. To the extent that the aggregate Accreted Value or the
 principal amount (together with accrued interest, if any) of the Notes
 tendered pursuant to such Qualifying Offer is less than the amount of the
 Required Proceeds, MCII Holdings and MCII may use such portion of the
 Required Proceeds that is not required in order to purchase Notes so
 tendered for any purpose whatsoever. Notwithstanding the foregoing, (i) no
 Capital Stock of MCII may be sold without the affirmative vote of the
 holders of at least 662/3% of the outstanding aggregate principal amount
 of the Notes unless the implied value of 100% of the Capital Stock of MCII
 (based upon the price per share to be realized in the proposed sale) would
 exceed the aggregate Accreted Value of the Notes then outstanding; (ii)
 MCII Holdings shall not permit MCII at any time to issue and sell
 Redeemable Stock or Preferred Stock; and (iii) in the event that the
 Capital Stock of Autobuses is contributed to MCII or any Subsidiary of
 MCII, no additional Capital Stock, Redeemable Stock or other securities
 shall be issued in respect of such contribution.

      The Trustee will execute any and all necessary documents to permit
 the release of the Lien on the Capital Stock of MCII to be sold pursuant
 to this covenant.

      Transactions with Affiliates. The Indenture provides that, subject to
 certain exceptions, including, without limitation, any agreement entered
 into on or before the date of the Indenture, MCII Holdings will not, and
 will not permit any Subsidiary to, directly or indirectly, conduct any
 business or enter into or suffer to exist any transaction or series of
 transactions (including, without limitation, the purchase, sale, transfer,
 lease or exchange of any assets or property or the rendering of any
 service) with, or for the benefit of, Grupo Dina or any Affiliate of Grupo
 Dina (other than MCII Holdings or a Subsidiary) on terms that are not in
 the best interest of MCII Holdings or such Subsidiary, as the case may be,
 or on terms that are less favorable to MCII Holdings or such Subsidiary,
 as the case may be, than those which might be obtained at the time of such
 transaction from a Person who is not such an Affiliate. Any business,
 transaction or series of related transactions involving aggregate payments
 in excess of US$5 million will require affirmative approval from the Board
 of Directors of MCII Holdings and a favorable written fairness opinion
 from an independent appraisal or investment banking firm, except that MCII
 may maintain up to US$30 million in inventory representing bus and bus
 parts purchases from Grupo Dina without affirmative approval from the
 Board of Directors of MCII Holdings or a favorable written fairness
 opinion from an independent appraisal firm.

      Notwithstanding the foregoing, MCII Holdings or any Subsidiary
 thereof may repurchase and cancel the New Notes at any time.

      Limitation on Mergers, Consolidations or Sales of Assets. The
 Indenture provides that, without the unanimous affirmative vote of all
 members of the Board of Directors of MCII Holdings, MCII Holdings will
 not, in any transaction or series of transactions, consolidate or merge
 with or into any Person, or sell, convey, assign, transfer, lease or
 otherwise dispose of all or substantially all of its assets, or acquire
 all or substantially all of the assets or Capital Stock or other ownership
 interest of, any other Person; provided, however, that the following shall
 not be subject to this covenant: (a) any MCII Shares Sale in accordance
 with the covenant described under "--Limitation on Issuance and Sale of
 Capital Stock of MCII" above and (b) any acquisition by MCII Holdings of
 the Capital Stock of Autobuses. In addition, any such transaction by MCII
 Holdings receiving the unanimous affirmative vote of all members of the
 Board of Directors of MCII Holdings may only be consummated if: (1) the
 entity formed by or surviving any such consolidation or merger (if MCII
 Holdings is not the surviving entity) or the Person to which such sale,
 conveyance, assignment, transfer, lease or other disposition of all or
 substantially all of MCII Holdings' Property is made (the "Surviving
 Person") shall be a corporation organized and existing under the laws of
 the United States or any State thereof or the District of Columbia; and
 (2) every such successor or assign shall, as a part of such consolidation,
 merger, conveyance, assignment, transfer, sale, lease or disposition and
 in consideration thereof enter into and execute an instrument supplemental
 to the Indenture whereby such successor or assign covenants: (i) to pay
 punctually when due the principal of and interest and Additional Amounts,
 if any, on the Notes; and (ii) to observe and perform each and every
 covenant and agreement of MCII Holdings contained in the Notes and the
 Indenture as fully and completely as if it had itself executed the Notes
 and the Indenture as MCII Holdings.

      MCII Holdings will not permit MCII, in any transaction or series of
 transactions, to consolidate with or merge with or into, or sell, convey,
 assign, transfer, lease or otherwise dispose of all or substantially all
 of its assets to, any Person unless: (i) MCII shall be the surviving
 Person (the "Surviving Person"), or the Surviving Person (if other than
 MCII) formed by such consolidation or into which MCII is merged or to
 which the assets of MCII are transferred shall be a corporation organized
 and existing under the laws of the United States or any State thereof or
 the District of Columbia; (ii) the Surviving Person (if other than MCII)
 shall expressly assume all of the obligations of MCII; and (iii)
 immediately before and immediately after giving effect to such
 transaction, no Event of Default shall have occurred and be continuing;
 provided, however, that no transaction or series of transactions which
 would otherwise constitute a disposition of substantially all the assets
 of MCII shall be treated as such for purposes of the Indenture, including
 this covenant, unless such disposition also constitutes a disposition of
 all or substantially all the assets used in the bus manufacturing business
 of Grupo Dina and its Subsidiaries. For the purposes of the preceding
 sentence, Grupo Dina and its Subsidiaries will be considered as a single
 entity.

      Limitation on Business of MCII Holdings. MCII Holdings may not engage
 in any business other than (i) holding the MCII Shares and, if MCII
 Holdings acquires the Capital Stock of Autobuses, holding the Capital
 Stock of Autobuses, (ii) pledging the MCII Shares as collateral under the
 Notes, (iii) satisfying its obligations under the Notes in the event of a
 failure to pay by Grupo Dina, (iv) making investments in Cash Equivalents
 and (v) any other transactions expressly provided for in the Indenture.

      Corporate Separateness of MCII Holdings. Pursuant to MCII Holdings'
 Certificate of Incorporation and the Indenture, for so long as any Notes
 shall be outstanding, (i) MCII Holdings' Board of Directors will consist
 of not more than three members, at least one of which will be selected by
 the holders of a Majority of the Notes and (ii) MCII Holdings will not be
 authorized, without the unanimous consent of the Board of Directors, to
 (A) dissolve or liquidate, in whole or in part, or institute proceedings
 to be adjudicated bankrupt or insolvent, (B) consent to the institution of
 bankruptcy or insolvency proceedings against it, (C) file a petition
 seeking or consent to reorganization or relief under any applicable
 federal, state or foreign law relating to bankruptcy, (D) consent to the
 appointment of a receiver, liquidator, assignee, trustee or sequestrator
 (or other similar official) of MCII Holdings or a substantial part of its
 property, (E) make a general assignment for the benefit of creditors, (F)
 admit in writing its inability to pay its debts generally as they come due
 or (G) take any corporate action in furtherance of the actions set forth
 in clauses (A) through (F) of this paragraph. In addition, no director
 will be under any duty to nor may be required by Grupo Dina to consent to
 the institution of bankruptcy or insolvency proceedings against MCII
 Holdings so long as it is solvent and does not reasonably foresee becoming
 insolvent, which determination shall be made after giving effect to the
 subrogation rights of MCII Holdings in respect of the Notes. The Indenture
 provides that, for so long as any Notes are outstanding, (i) each of Grupo
 Dina and MCII Holdings shall do all things within its power to satisfy the
 legal requirements applicable from time to time for the recognition of
 MCII Holdings as a corporate entity separate and apart from Grupo Dina (or
 any Person subsequently controlling Grupo Dina) and (ii) each of Grupo
 Dina and MCII Holdings shall fulfill its obligations under, and shall not
 waive any of its rights provided by, the Corporate Separateness Agreement.

      Reports to Holders of the Notes. Each of Grupo Dina and MCII Holdings
 shall file with the Trustee and provide holders of the Notes, within 15
 days after it files them with the Commission, copies of its annual report
 and the information, documents and other reports which Grupo Dina and MCII
 Holdings are required to file with the Commission pursuant to Section 13
 or 15(d) of the Exchange Act. Notwithstanding that Grupo Dina and MCII
 Holdings may or may not be required to become or to remain subject to the
 reporting requirements of Section 13 or 15(d) of the Exchange Act, Grupo
 Dina and MCII Holdings shall continue to provide the holders of the Notes
 with the annual reports and the information, documents and other reports
 which are specified in Section 13 and 15(d) of the Exchange Act,
 including, in the case of MCII Holdings, quarterly reports and all other
 reports required of issuers that are not foreign private issuers as
 defined under Rule 3b-4 of the Exchange Act.

      Impairment of Security Interest. MCII Holdings shall not take or
 knowingly or negligently omit to take any action, which action or omission
 might or would have the result of materially impairing the security
 interest with respect to the Collateral for the benefit of the Trustee and
 the holders of the Notes, and MCII Holdings shall not, and shall not
 permit any of its Subsidiaries to, grant to any Person other than the
 Trustee and the holder of Notes, any interest whatsoever in any
 Collateral.

      Limitation on Restricted Payments By Grupo Dina. The Indenture
 prohibits any Grupo Dina Restricted Payments until such time as Grupo Dina
 or any of its Subsidiaries shall have made one or more Qualifying Offers
 to purchase New Notes representing at least 75% of the Original Principal
 Amount of the New Notes, such amount to be reduced by the principal amount
 of any Notes purchased or otherwise retired by Grupo Dina or any of its
 Subsidiaries other than pursuant to a Qualifying Offer.

      Limitation on Grupo Dina Liens. Grupo Dina will not, directly or
 indirectly, incur any Lien of any kind on or with respect to any property
 or assets now owned or hereafter acquired, or any interest therein or any
 income or profits therefrom, for the benefit of any Debt that is
 subordinated to the New Notes.

      Limitation on Asset Sales by Grupo Dina. The Indenture provides that
 the following covenant shall be in effect until such time as Grupo Dina or
 any of its Subsidiaries shall have made one or more Qualifying Offers to
 purchase Notes representing at least 75% of the Original Principal Amount
 of the Notes, such amount to be reduced by the principal amount of any
 Notes purchased or otherwise retired by Grupo Dina or any of its
 Subsidiaries other than pursuant to a Qualifying Offer.

      Grupo Dina shall not, and shall not permit any of its Subsidiaries
 (other than MCII Holdings or any Subsidiary of MCII Holdings) to, directly
 or indirectly, consummate any Asset Sale with Net Proceeds thereof
 exceeding US$10 million unless (i) Grupo Dina or such Subsidiary, as the
 case may be, receives consideration (the "Asset Sale Proceeds") at least
 equal to the fair market value of the property subject to such Asset Sale
 and (ii) at least 75% of the consideration therefor received by Grupo Dina
 or such Subsidiary consists of cash, Cash Equivalents and/or liquid
 securities which Grupo Dina or such Subsidiary, as the case may be, plans
 in good faith to convert into cash within the 180-day period following
 such Asset Sale.

      In addition, within 365 days of the receipt of any Asset Sale
 Proceeds, Grupo Dina or any Subsidiary may (i) reinvest such Asset Sale
 Proceeds (or any portion thereof) in additional assets used in the truck
 and bus manufacture and supply business (or in any other business directly
 related or incidental thereto) or (ii) purchase or otherwise retire
 Euronotes, Notes or the Debentures; provided that the amount applied to
 purchase Debentures does not exceed US$20 million, such amount to be
 reduced by the amounts applied by Grupo Dina or any of its Subsidiaries to
 repurchase or otherwise retire Debentures since the date of original
 issuance of Notes; and provided further that not more than 25% of any
 Asset Sale Proceeds of any Asset Sale or series of related Asset Sales may
 be applied to purchase Debentures. Any proceeds that are not so reinvested
 or applied to retire such Debt within such period shall constitute "Excess
 Asset Sale Proceeds."

      Each time the aggregate amount of Excess Asset Sale Proceeds equals
 or exceeds US$10 million, Grupo Dina shall make a Qualifying Offer to
 repurchase Notes with the Excess Asset Sale Proceeds.

Waiver of Certain Covenants

      Subject to certain exceptions, the Indenture provides that Grupo Dina
 and/or MCII Holdings may omit in any instance to comply with any covenant
 or condition set forth in the foregoing covenants if before the time for
 such compliance the holders of at least a majority of the outstanding
 aggregate principal amount of New Notes shall either waive such compliance
 in such instance or generally waive compliance with such covenants or
 condition, but no such waiver shall extend to or affect such covenants or
 condition except to the extent so expressly waived, and, until such waiver
 shall become effective, the obligations of Grupo Dina, MCII Holdings and
 the duties of the Trustee under the Indenture in respect of any such
 covenant or condition shall remain in full force and effect.

Events of Default

      The following, in addition to the events described under "--Change of
 Control," constitute "Events of Default" with respect to the Notes
 pursuant to the Indenture:

                  (1) failure to pay interest on any of the Notes when due
      if such failure continues for 30 days;

                  (2) failure to pay principal or premium, if any, on any
      of the Notes when due at maturity, upon acceleration, optional
      redemption, required purchase or otherwise;

                  (3) failure to comply with any of the covenants and
      agreements in the Indenture (other than the obligations specified in
      clauses (1) and (2) above) if such failure exists for more than 45
      days following notice from the Trustee or holders of 331/3% of the
      outstanding principal amount of Notes;

                  (4) Debt of MCII Holdings or any Subsidiary thereof is
      not paid when due within the applicable grace period or is
      accelerated by the holders thereof and, in either case, the total
      amount of such unpaid or accelerated Debt exceeds US$20 million;

                  (5) certain events of bankruptcy, insolvency or
      reorganization;

                  (6) any judgment or decree aggregating more than US$20
      million entered against MCII Holdings or any Subsidiary thereof
      remains unsatisfied or unstayed for more than 60 days;

                  (7) any unwaived and uncured Event of Default under the
      indentures relating to the Subordinated Debentures or any outstanding
      Euronotes; and

                  (8) the Indenture or any of the security documents ceases
      to be in full force and effect or ceases to create in favor of the
      Trustee a valid and perfected first priority Lien on the Collateral.

      If an Event of Default specified in clause (4) or clause (7) above
 occurs under the Indenture, and if the relevant lender whose Debt was
 accelerated later rescinds such acceleration (or such acceleration is
 later cured), then any cross acceleration of the Debt under the Notes
 shall be automatically rescinded (or cured) as well.

      If an Event of Default (other than certain events of bankruptcy,
 insolvency or reorganization of MCII Holdings) occurs, the Trustee or the
 holders of at least 331/3% in principal amount of the outstanding Notes
 may declare the principal of and accrued but unpaid interest on all the
 Notes to be due and payable. Upon such a declaration, such principal and
 interest shall be due and payable immediately. If an Event of Default
 relating to certain events of bankruptcy, insolvency or reorganization of
 MCII Holdings occurs and is continuing, the principal of and interest on
 the Notes will automatically become and be immediately due and payable
 without any declaration or other act on the part of the Trustee or any
 holders of the Notes. Under certain circumstances, the holders of a
 majority in principal amount of the outstanding Notes may rescind any such
 acceleration with respect to the Notes and its consequences.

      Subject to the provisions of the Indenture relating to the duties of
 the Trustee, if an Event of Default occurs and is continuing, the Trustee
 will be under no obligation to exercise any of the rights or powers under
 the Indenture at the request or direction of any of the holders of the
 Notes unless such holders have offered to the Trustee reasonable indemnity
 or security against any loss, liability or expense. Except to enforce the
 right to receive payment of principal, premium (if any) or interest when
 due, no holder of a Note may pursue any remedy with respect to the
 Indenture or the Notes unless (i) such holder has previously given the
 Trustee notice that an Event of Default is continuing, (ii) holders of at
 least 25% in principal amount of the outstanding Notes have requested the
 Trustee to pursue the remedy, (iii) such holders have offered the Trustee
 reasonable security or indemnity against any loss, liability or expense,
 (iv) the Trustee has not complied with such request within 60 days after
 the receipt thereof and the offer of security or indemnity and (v) the
 holders of a majority in principal amount of the outstanding Notes have
 not given the Trustee a direction inconsistent with such request within
 such 60-day period. Subject to certain restrictions, the holders of a
 majority in principal amount of the outstanding Notes are given the right
 to direct the time, method and place of conducting any proceeding for any
 remedy available to the Trustee or of exercising any trust or power
 conferred on the Trustee. The Trustee, however, may refuse to follow any
 direction that conflicts with law or the Indenture or that the Trustee
 determines is unduly prejudicial to the rights of any other holder of a
 Note or that would involve the Trustee in personal liability.

      The Indenture provides that if an Event of Default occurs and is
 continuing and is known to the Trustee, the Trustee must mail to each
 holder of the New Notes notice of the Event of Default within 90 days
 after it occurs. Except in the case of a Event of Default in the payment
 of principal of or interest on any Note, the Trustee may withhold notice
 if and so long as a committee of its trust officers determines that
 withholding notice is not opposed to the interest of the holders of the
 Notes. In addition, each of Grupo Dina and MCII Holdings is required to
 deliver to the Trustee, within 120 days after the end of each fiscal year,
 a certificate indicating whether the signers thereof know of any Event of
 Default that occurred during the previous year. Each of Grupo Dina and
 MCII Holdings also is required to deliver to the Trustee, within 30 days
 after the occurrence thereof, written notice of any event which would
 constitute an Event of Default, its status and what action Grupo Dina or
 MCII Holdings, as the case may be, is taking or proposes to take in
 respect thereof.

Modification of Indenture

      Subject to certain exceptions, the Indenture or the Notes may be
 amended or supplemented with the consent of the holders of at least a
 majority of the outstanding aggregate principal amount of such Notes, and
 any past Event of Default or noncompliance with any provision thereof may
 be waived with the consent of the holders of at least a majority of the
 outstanding aggregate principal amount of such Notes. See "--Waiver of
 Certain Covenants" and "--Events of Default." Without the consent of any
 holder of Notes, Grupo Dina and MCII Holdings may amend or supplement the
 Indenture or the Notes to cure any ambiguity, defect or inconsistency or
 to make any change that does not adversely affect the rights of any holder
 of Notes. Without the consent of the holder of each Note affected, an
 amendment, supplement or waiver with respect to the Indenture may not:
 reduce the principal amount of Notes the holders of which must consent to
 an amendment, supplement or waiver; reduce the rate of or extend the time
 for payment of interest on any Note; reduce the principal amount of or
 extend the maturity date of any Note; reduce the amount payable upon the
 redemption of any Note or change the time at which any Note may or shall
 be redeemed; make any Note payable in money other than that stated in the
 Note; make any change in the provisions concerning waiver of Events of
 Default by holders of the Notes; adversely affect the ranking of the
 Notes; permit the creation of any Lien on the Collateral or any part
 thereof (other than the Lien of the Indenture and the other security
 documents) or terminate the Lien of the Indenture or the other security
 documents as to the Collateral or any part thereof or deprive the holders
 of the Notes of the security afforded by the Lien of the Indenture and the
 other security documents or any part thereof, in each case other than as
 contemplated by the Indenture.

Additional Amounts

      All payments by Grupo Dina in respect to the Notes shall be made free
 and clear of and without withholding or deduction for or on account of any
 present or future taxes, duties, assessments, or other governmental
 charges of whatsoever nature imposed or levied by or on behalf of Mexico,
 or any political subdivision or authority thereof or therein having power
 to tax, unless Grupo Dina is compelled by law to deduct or withhold such
 taxes, duties, assessments, or governmental charges under relevant law or
 by the interpretation or administration thereof. In such event, Grupo Dina
 shall pay such additional amounts (including the Additional Amounts)
 ("Additional Amounts") as may be necessary to ensure that the net amounts
 receivable by the holders of Notes after such withholding or deduction
 shall equal the respective amounts of principal and interest which would
 have been received in respect of Notes in the absence of such withholding
 or deduction. No Additional Amounts shall be payable in respect of any
 Note presented for payment with respect to:

           (a) any tax, duty, assessment or other governmental charge which
      would not have been so imposed but for (i) the existence of any
      present or former connection between such holder (or between a
      fiduciary, settlor, beneficiary, member or shareholder of, or a
      person having a power over, such holder, if such holder is an estate,
      a trust, a partnership or a corporation) and Mexico, including,
      without limitation, such holder (or such fiduciary, settlor,
      beneficiary, member, shareholder or person having such a power) being
      or having been a citizen or resident or treated as a resident thereof
      or having been engaged in a trade or business therein or being or
      having been present therein or having had a permanent establishment
      therein, (ii) the failure of such holder to comply with any
      requirement under the income tax laws or regulations of Mexico to
      establish entitlement to exemption from such tax, assessment or other
      governmental charge or (iii) payment of principal or interest or the
      retirement, redemption, exchange or transfer being made in Mexico;

           (b) any tax, duty, assessment or other governmental charge which
      would not have been so imposed but for the presentation by the holder
      of such Note for payment on a date more than 10 days after the date
      on which such payment became due and payable or the date on which
      payment thereof is duly provided for, whichever occurs later;

           (c) any estate, inheritance, gifts, sales, transfer, personal
      property, interest equalization or any similar tax, assessment or
      governmental charge;

           (d) any tax, duty, assessment or other governmental charge which
      is payable otherwise than by withholding from payment of principal of
      or interest on such Note;

           (e) any tax, duty, assessment or other governmental charge which
      is payable by a holder that is not the beneficial owner of such Note
      or a portion thereof, or that is a fiduciary or partner- ship, but
      only to the extent that a beneficial owner or member of the
      partnership would not have been entitled to the payment of an
      Additional Amount had the beneficial owner or member received
      directly its beneficial or distributive share of the payment; or

           (f) any combination of items (a), (b), (c), (d) and (e).

      For the purposes of the foregoing, the holding of or the receipt of
 any payment with respect to a Note shall not constitute a connection
 between the holder (or between a fiduciary, settlor, beneficiary, member
 or shareholder of, or a person having a power over, such holder if such
 holder is an estate, a trust, a partnership or a corporation) and Mexico.

      In the event that Additional Amounts actually paid with respect to
 the Notes are based on rates of deduction or withholding of Mexican taxes
 in excess of the appropriate rate applicable to the holder or beneficial
 owner of such Notes, and, as a result thereof, such holder or beneficial
 owner is entitled to make a claim for a refund or credit of such excess,
 then such holder or beneficial owner will, by accepting the Notes, be
 deemed to have assigned and transferred all right, title and interest to
 any such claim for a refund or credit of such excess to Grupo Dina.
 However, by making such assignment, the holder or beneficial owner makes
 no representation or warranty that Grupo Dina will be entitled to receive
 such claim for a refund or credit and incurs no other obligation with
 respect thereto (including without limitation executing any other
 instrument of transfer or incurring any expense in connection with this
 transfer). Any reference herein or in the Notes to principal and/or
 interest shall be deemed also to refer to any Additional Amounts which may
 be payable under the covenant referred to in this provision.

      To the extent MCII Holdings becomes obligated to pay principal or
 interest on the Notes, it will pay such Additional Amounts as may be
 necessary to ensure that the net amounts receivable by the holders of
 Notes (including the Additional Amounts) after any withholding or
 deduction shall equal the respective amounts of principal and interest
 which would have been received in respect of Notes in the absence of such
 withholding or deduction.

Tax Redemption

      If, as a result of any amendment to, or change in, the laws (or any
 regulation or rulings thereunder) of Mexico or any political subdivision
 or taxing authority thereof or therein affecting taxation, or any
 amendment to or change in an official interpretation or application of
 such laws or regulations, which amendment or change of such laws or
 regulations becomes effective on or after the date of original issuance of
 Notes, Grupo Dina or MCII Holdings would be obligated, for reasons outside
 its control, to pay Additional Amounts in excess of those attributable to
 the maximum Mexican withholding tax applicable on the date of original
 issuance of Notes (15%) imposed on interest payments (See "Tax Consider-
 ations--Mexican Taxation"), then, at Grupo Dina's option, or at MCII
 Holdings' option if it becomes obligated to pay Additional Amounts on the
 Notes, the Notes may be redeemed in whole, but not in part, at any time,
 on giving not less than 30 nor more than 60 days' notice at 100% of the
 principal amount thereof, plus accrued and unpaid interest, if any,
 through the redemption date; provided, however, that (i) no such notice of
 redemption may be given earlier than 90 days prior to the earliest date on
 which Grupo Dina or MCII Holdings, as the case may be, would be obligated
 to pay such Additional Amounts, and (ii) at the time such notice of
 redemption is given, such obligation to pay such Additional Amounts
 remains in effect.

      Prior to the publication of any notice of redemption pursuant to this
 provision, Grupo Dina or MCII Holdings, as the case may be, will deliver
 to the Trustee (i) a certificate signed by a duly authorized
 representative stating that Grupo Dina or MCII Holdings, as the case may
 be, is entitled to effect such redemption and setting forth a statement of
 facts showing that the conditions precedent of the right of Grupo Dina or
 MCII Holdings, as the case may be, so to redeem have occurred, and (ii) an
 opinion of independent Mexican legal counsel of recognized standing to the
 effect that Grupo Dina or MCII Holdings, as the case may be, has or will
 become obligated to pay such Additional Amounts as a result of such change
 or amendment. Such notice, once delivered by Grupo Dina or MCII Holdings,
 as the case may be, to the Trustee, will be irrevocable.

Certain Definitions

      "Accreted Value" for any Note means as of any date prior to November
 15, 1998, the sum of (a) US$705.65, which is the initial principal value
 as of November 18, 1995 of such Note, and (b) the portion of the excess of
 such Note over such initial principal value which shall have been accreted
 thereon through such date, such amount to be so accreted on a daily basis
 at the rate of 12% per annum of the initial principal value of the Notes,
 compounded semi-annually on each May 15 and November 15 from November 18,
 1995 through the date of determination computed on the basis of a 360-day
 year of twelve 30-day months, and as of any date of determination on or
 after November 15, 1998, US$1,000.

      "Adjusted Subsidiary Debt Amount" means the maximum amount of
 consolidated Debt of MCII which in the aggregate would not cause the ratio
 of MCII's consolidated Debt to MCII's Consolidated Capitalization to
 exceed 0.5 to 1.00; provided, that for purposes of any such determination,
 Debt shall be deemed to exclude Contingent Liabilities.

      "Affiliate" of any specified Person means any other Person, directly
 or indirectly, controlling or controlled by or under direct or indirect
 common control with such specified Person. For the purposes of this
 definition, "control" when used with respect to any Person means the power
 to direct the management and policies of such Person, directly or
 indirectly, whether through the ownership of Voting Stock, by contract or
 otherwise; and the terms "controlling" and "controlled" have meanings
 correlative to the foregoing.

      "Asset Sale" means, with respect to any Person, any sale, lease,
 conveyance, transfer or other disposition (or series of related sales,
 leases, conveyances, transfers or dispositions) of any securities (whether
 or not upon issuance but excluding securities issued by such Person),
 Property or other assets (each referred to for the purposes of this
 definition as a "disposition") by such Person or any of its Subsidiaries,
 whether for cash or other consideration, other than (i) a disposition by a
 Wholly-Owned Subsidiary of such Person to such Person or another
 Wholly-Owned Subsidiary of such Person, (ii) a disposition by such Person
 to a Wholly-Owned Subsidiary of such Person, (iii) an exchange of assets
 for like kind assets, provided the assets received are to be used in the
 lines of business engaged in by such Person or any of its consolidated
 Subsidiaries or reasonably related extensions of such lines of business,
 (iv) a disposition pursuant to a merger or consolidation of MCII Holdings
 permitted by the Indenture, (v) a disposition of inventory in the ordinary
 course of business, or (vi) a disposition of assets in one or a series of
 related transactions which in the reasonable opinion of such Person, are
 obsolete and no longer useful in the business of such Person or any
 Subsidiary.

      "Board of Directors" means the Board of Directors of Grupo Dina, MCII
 Holdings or MCII, as the case may be, or, if the context so requires, any
 committee thereof duly authorized to act on behalf of such Board.

      "Business Day" means each day which is not a legal holiday in the
 United States or Mexico.

      "Capital Lease Obligation" means an obligation that is required to be
 classified and accounted for as a capital lease for financial reporting
 purposes in accordance with GAAP, and the amount of Debt represented by
 such obligation shall be the capitalized amount of such obligation
 determined in accordance with GAAP; and the maturity thereof shall be the
 date of the last payment of rent or any other amount due under such lease
 prior to the first date upon which such lease may be terminated by the
 lessee without payment of a penalty.

      "Capital Stock" of any Person means any and all shares, interests
 (including partnership interests), rights to purchase, warrants, options,
 participations or other equivalents of or interest in (however designated)
 equity of such Person, including any warrants, common shares or Preferred
 Stock, but excluding any debt securities convertible into such equity;
 provided, however, that Capital Stock shall not include Redeemable Stock.

      "Cash Equivalents" means (i) securities issued or directly and fully
 guaranteed or insured by the United States or any agency or
 instrumentality thereof (provided that the full faith and credit of the
 United States is pledged in support thereof) having maturities of not more
 than six months from the date of acquisition, (ii) time deposits and
 certificates of deposit of any commercial bank having, or which is the
 principal banking subsidiary of a bank holding company having, a long-term
 unsecured debt rating of at least "A" or the equivalent thereof from S&P
 or "A2" or the equivalent thereof from Moody's with maturities of not more
 than six months from the date of acquisition by such Person, (iii)
 repurchase obligations with a term of not more than seven days for
 underlying securities of the types described in clause (i) above entered
 into with any bank meeting the qualifications specified in clause (ii)
 above, (iv) commercial paper issued by any Person incorporated in the
 United States rated at least A-1 or the equivalent thereof by S&P or at
 least P-1 or the equivalent thereof by Moody's and in each case maturing
 not more than six months after the date of acquisition by such Person, and
 (v) investments in money market funds substantially all of whose assets
 are comprised of securities of the types described in clauses (i) through
 (iv) above.

      "Change of Control" means:

      (i) with respect to Grupo Dina (a) any Person (other than Permitted
 Holders) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
 under the Exchange Act) of a Majority of the Voting Stock of Grupo Dina;
 (b) Persons who constitute a majority of the Board of Directors of Grupo
 Dina are not nominated by the Permitted Holders; or (c) Grupo Dina
 consolidates with or merges into any Person, or conveys, transfers or
 leases all or substantially all of its Property, or any Person
 consolidates with or merges into Grupo Dina, in any such event pursuant to
 a transaction upon consummation of which none of the events described in
 clauses (a) or (b) of this clause (i) shall have occurred in respect of
 such surviving entity; and

      (ii) with respect to MCII Holdings (a) Grupo Dina or the Permitted
 Holders fail to be the beneficial owner, directly or indirectly, of at
 least a Majority of the Voting Stock of MCII Holdings; or (b) MCII
 Holdings consolidates with or merges into any Person, or conveys,
 transfers or leases all or substantially all of its Property, or any
 Person consolidates with or merges into MCII Holdings, in any such event
 pursuant to a transaction upon consummation of which the event described
 in clause (a) of this clause (ii) shall have occurred in respect of such
 surviving entity.

      "Collateral" means (i) the MCII Shares, (ii) all certificates
 representing any of the pledged MCII Shares and (iii) any cash or Cash
 Equivalents deposited with the Trustee in accordance with the covenant
 described under "--Certain Covenants--Limitation on Restricted Payments by
 MCII Holdings" below.

      "Consolidated Capitalization" means (without duplication) the sum of
 (i) the Consolidated Net Worth of MCII and its Subsidiaries determined in
 accordance with GAAP decreased by the amount of any intangible created or
 acquired after August 8, 1994 and included in such Consolidated Net Worth
 and (ii) the total amount of the consolidated long-term Debt (including
 the current portion thereof) of MCII and its Subsidiaries as determined in
 accordance with GAAP.

      "Consolidated Net Income" means for any period the gross revenues of
 a Person and its Subsidiaries for such period less all expenses and other
 proper charges (including taxes on income), determined on a consolidated
 basis in accordance with GAAP, but excluding (i) earnings of any
 Subsidiary for the periods preceding the date of acquisition of such
 Subsidiary by such Person, (ii) any gains or income resulting from the
 write-up of assets or changes in accounting principles, (iii) the net
 income (or loss) of any Person, the net income of which is not
 consolidated with the income of such Person and its Subsidiaries in
 accordance with GAAP except to the extent of the amount of dividends or
 other distributions actually paid to such Person or any of its
 Subsidiaries by such Person during such period, (iv) any gain or loss
 realized upon the sale or other disposition of any Property of such Person
 or its consolidated Subsidiaries (including pursuant to any sale/leaseback
 transaction) other than sales of inventory in the ordinary course of
 business, and (v) any extraordinary gain or loss.

      "Consolidated Net Worth" of any Person means the stockholders' equity
 of such Person and its Subsidiaries, as determined on a consolidated basis
 in accordance with GAAP, less (to the extent included in stockholders'
 equity) amounts attributable to Redeemable Stock of such Person or its
 Subsidiaries.

      "Contingent Liabilities" means, without duplication, any repurchase
 or reimbursement obligations in respect of (i) Residual Value Guarantees,
 Trade-in Value Guarantees and contracts entered into by MCII or any
 Subsidiary obligating it to repurchase motor coach finance contracts, and
 the related collateral, upon the occurrence of certain events, in each
 case in the ordinary course of business and consistent with past practice,
 (ii) surety bonds and other instruments that guarantee performance by MCII
 or its Subsidiaries of a contract entered into (other than in connection
 with borrowing money or obtaining credit) in the ordinary course of
 business consistent with past practice (collectively, "Surety Bonds"),
 (iii) letters of credit issued for purposes similar to Surety Bonds, and
 (iv) letters of credit issued for the account of MCII or any Subsidiary in
 the ordinary conduct of business of MCII and its Subsidiaries. At such
 time as any Contingent Liability, in the case of clause (i), becomes
 operative or (ii), in the case of clauses (ii) - (iv), is drawn upon by
 any beneficiary thereof and a reimbursement or similar obligation of MCII
 or such Subsidiary becomes effective, such Contingent Liability shall
 cease to be a Contingent Liability but shall continue to constitute Debt.
 Any (x) rate protection agreement (including any interest rate swap
 agreement) with respect to Debt then outstanding or anticipated to be
 incurred and (y) currency exchange agreement with respect to foreign
 currency-denominated revenues and expenses anticipated during the term of
 such currency exchange agreement or Debt which is denominated in foreign
 currency and otherwise permitted under the Indenture shall not constitute
 Contingent Liabilities.

      "Currency Exchange Protection Agreement" means in respect of a Person
 any foreign exchange contract, currency swap agreement or other similar
 agreement to which such Person is a party or a beneficiary.

      "Debt" means, with respect to any Person, (i) all (A) obligations of
 such Person for borrowed money (including obligations evidenced by notes,
 indentures, bonds or other similar instruments for the payment of which
 such Person is responsible or liable) or which have been incurred in
 connection with the acquisition of Property, (B) obligations under
 capitalized leases which in accordance with GAAP would be classified upon
 a balance sheet of such Person as liabilities of such Person, (C)
 Limited-recourse Amounts incurred after August 12, 1993, (D) obligations
 of such Person under Contingent Liabilities or under a conditional sale or
 title retention agreement, (E) obligations of such Person issued or
 assumed as a full or partial payment for Property whether or not secured
 by a purchase money mortgage or under notes payable or drafts accepted
 representing extensions of credit and (F) obligations secured by any Lien
 on any Property owned or held by such Person subject thereto, whether or
 not the obligations secured thereby shall have been assumed by such
 Person, (ii) any Debt (as described within clause (i)) of any partnership
 or joint venture of which such Person or any Subsidiary thereof is a
 general partner or joint venturer which is not expressly non-recourse to
 such Person or Subsidiary, (iii) all Debt (as described within clause (i))
 of others with respect to which such Person has become liable by way of a
 Guarantee and (iv) all renewals, extensions and modifications of the
 foregoing.

      "GAAP" means (i) in the case of a United States Person, United States
 generally accepted accounting principles; and (ii) in the case of a
 Mexican Person, Mexican generally accepted accounting principles.

      "Grupo Dina Restricted Payment" means, whether directly or
 indirectly, (i) the declaration or payment of any dividend on or any
 distribution in respect of any Capital Stock or Redeemable Stock of Grupo
 Dina or to Grupo Dina's stockholders in their capacity as such (other than
 dividends or distributions payable solely in shares of Capital Stock),
 (ii) the purchase, redemption or other acquisition or retirement for value
 of any Capital Stock or Redeemable Stock of Grupo Dina or any Affiliate of
 Grupo Dina (except any such transfers to Grupo Dina or a Subsidiary of
 Grupo Dina) or (iii) the purchase, redemption or other acquisition or
 retirement for value prior to its stated maturity of any Debt of Grupo
 Dina which is subordinate to the New Notes.

      Notwithstanding the foregoing, the following shall not constitute
 Grupo Dina Restricted Payments: (1) the purchase or other retirement of
 the Debentures after the date of the original issuance of New Notes for
 cash and/or a principal amount of subordinated Debt not eligible for
 exchange pursuant to clause (2) below aggregating up to US$20 million
 (including repurchases pursuant to the covenant described under "--Certain
 Covenants--Limitation on Asset Sales by Grupo Dina"), (2) an exchange of
 Capital Stock or subordinated Debt of Grupo Dina for outstanding
 subordinated Debt of Grupo Dina provided such new subordinated Debt has an
 average life equal to or greater than the remaining average life and
 matures on or after the maturity of any subordinated Debt which is being
 refinanced, (3) any retirement of equity securities of Grupo Dina in
 connection with a reorganization, recapitalization, reclassification,
 merger or consolidation in which the stockholders of Grupo Dina receive in
 exchange for, or in substitution of the shares of Grupo Dina's Capital
 Stock held by them, Capital Stock, excluding Redeemable Stock and
 Preferred Stock, of a newly-formed corporation or partnership which,
 immediately following such reorganization, reclassification, merger or
 consolidation, is the parent entity of Grupo Dina, and (4) any dividend or
 distribution on, or any purchase, redemption or other acquisition or
 retirement for value of, any Capital Stock of Grupo Dina or securities
 convertible into or exercisable or exchangeable for such Capital Stock, in
 consideration of the consolidation or merger of Grupo Dina with or into
 any other Person if such consolidation or merger is otherwise permitted
 under the Indenture, provided that the only consideration issued by the
 surviving Person with respect to any such dividend, distribution,
 purchase, redemption or other acquisition or retirement shall be in the
 form of Capital Stock (excluding Redeemable Stock and Preferred Stock) of
 such surviving Person.

      "Guarantee" means, with respect to any Person, any direct or indirect
 liability, contingent or otherwise, of such Person with respect to any
 Debt, lease, dividend or other obligation of another, including, without
 limitation, any such obligation directly or indirectly guaranteed,
 endorsed (otherwise than for collection or deposit in the ordinary course
 of business) or discounted or sold with recourse by such Person, or in
 respect of which such Person is otherwise directly or indirectly liable,
 including, without limitation, (i) any such obligation in effect
 guaranteed by such Person through any agreement, (contingent or otherwise)
 to purchase, repurchase or otherwise acquire such obligation or any
 security therefor, (ii) any obligation to provide funds for the payment or
 discharge of such obligation (whether in the form of loans, advances,
 stock purchases, capital contributions or otherwise), (iii) any obligation
 to maintain the solvency or any balance sheet or other financial condition
 of the obligor of such obligation, or (iv) any obligation to make such
 payment for any products, materials or supplies or for any transportation
 or services regardless of the non-delivery or non-furnishing thereof, in
 any such case if the purpose or intent of such agreement is to provide
 assurance that such obligation will be paid or discharged, or that any
 agreements relating thereto will be complied with, or that the holders of
 such obligation will be protected against loss in respect thereof.
 "Guarantee" shall include any other contract which, in economic effect, is
 substantially equivalent to the foregoing types of Guarantees. The amount
 of any Guarantee shall be equal to the outstanding principal amount of the
 obligation Guaranteed or such lesser amount to which the maximum exposure
 of the guarantor shall have been specifically limited.

      "Hedging Obligations" of any Person means the obligations of such
 Person pursuant to any Interest Rate Agreement or Currency Exchange
 Protection Agreement.

      "Interest Rate Agreement" means, with respect to any Person, any
 interest rate swap agreement, forward rate agreement, interest rate cap or
 collar agreement or other financial agreement or arrangement designed to
 protect such Person or its Subsidiaries against fluctuations in interest
 rates, as in effect from time to time.

      "Lien", with respect to any Property, means any mortgage, security
 interest, pledge, lien or other encumbrance other than (i) mechanics' and
 similar liens arising in the ordinary course of business in respect of
 obligations not due or being contested in good faith; (ii) Liens arising
 from deposits with or the giving of any form of security to any
 governmental authority required as a condition to the transaction of
 business or exercise of any privilege, franchise or license; (iii) Liens
 for taxes, assessments or governmental charges or levies not yet
 delinquent or which, if delinquent, are being contested in good faith;
 (iv) Liens (including judgment liens) arising from legal proceedings being
 contested in good faith and, in the case of judgment liens, so long as
 execution thereof is stayed or (v) any extension, renewal or replacement
 (or successive extensions, renewals or replacements), in whole or in part,
 of any Lien referred to in the foregoing clauses (i) through (iv),
 inclusive.

      "Limited-recourse Amount" means, with respect to any non-recourse or
 limited recourse sale of receivables (including sales with a first-loss
 guaranty), that portion of assets retained by MCII or any of its
 Subsidiaries and representing the amount of overcollateralization or the
 amount of recourse, first-loss or other credit reserves or obligations
 provided in such transaction.

      "Majority" means a majority of the class or group of classes of
 Voting Stock that can elect a majority of the Board of Directors of Grupo
 Dina or MCII Holdings, as the case may be.

      "MCII Holdings Restricted Payment" means, whether directly or
 indirectly, (i) the declaration or payment of any dividend on or any
 distribution in respect of any Capital Stock or Redeemable Stock of MCII
 Holdings or to MCII Holdings' stockholders in their capacity as such
 (other than dividends or distributions payable solely in shares of its
 Capital Stock); (ii) the purchase, redemption or other acquisition or
 retirement for value of any Capital Stock or Redeemable Stock of MCII
 Holdings or any Affiliate of MCII Holdings (except any such transfers to
 MCII Holdings or any Subsidiary of MCII Holdings); (iii) any investment
 (other than investments in Cash Equivalents and in Subsidiaries) in any
 Person or (iv) any principal payment on, or the redemption, repurchase,
 defeasance or other acquisition or retirement for value prior to any
 scheduled principal payment, scheduled sinking fund payment or stated
 maturity of, Debt of MCII Holdings which is subordinate to the New Notes
 other than from the proceeds of Debt which is equally subordinated to the
 New Notes and which has an average life equal to or greater than the
 remaining average life and matures on or after the maturity of the Debt
 which is refinanced.

      Notwithstanding the foregoing, the following shall not constitute
 MCII Holdings Restricted Payments: (1) the payment of any dividend within
 60 days after the date of declaration thereof, if at said date of
 declaration such payment would have complied with the provisions hereof;
 (2) any retirement of equity securities of MCII Holdings in connection
 with a reorganization, recapitalization, reclassification, merger or
 consolidation in which the stockholders of MCII Holdings receive in
 exchange for, or in substitution of, the shares of MCII Holdings' Capital
 Stock held by them, Capital Stock, excluding Redeemable Stock and
 Preferred Stock, of a newly-formed corporation or partnership which,
 immediately following such reorganization, reclassification, merger or
 consolidation, is the parent entity of MCII Holdings and (3) any dividend
 or distribution on, or any purchase, redemption or other acquisition or
 retirement for value of, any Capital Stock of MCII Holdings or securities
 convertible into or exercisable or exchangeable for such Capital Stock, in
 consideration of the consolidation or merger of MCII Holdings with or into
 any other Person if such consolidation or merger is otherwise permitted
 under the Indenture.

      "MCII Receivables" means the recorded value of, or the book value of,
 any receivables of, or lease obligations due to, MCII or any of its
 Subsidiaries arising in the ordinary course of business from sales or
 leases of motor coaches to Persons other than Affiliates of Grupo Dina all
 as determined in accordance with GAAP.

      "Net Proceeds" means the aggregate cash proceeds received by any
 Person in respect of any transaction, net of the direct costs relating to
 such transaction (including, without limitation, legal, accounting and
 investment banking fees, and sales commission) and, in the case of an
 Asset Sale, taxes paid or payable as a result thereof (after taking into
 account any available tax credits or deductions and any tax sharing
 arrangements), amounts required to be applied to the repayment of Debt
 secured by a Lien on the asset or assets that are the subject of such
 Asset Sale and any reserve for adjustments in respect of the sale price of
 such asset or assets. Net Proceeds shall exclude any non-cash proceeds
 received, but shall include such proceeds when and as converted to cash.
 Notwithstanding the foregoing, (i) for purposes of determining the Net
 Proceeds of any issuance or sale of any Capital Stock of MCII, and for
 purposes of determining the amount of Required Proceeds to be offered to
 purchase Notes in connection with any Qualifying Offer following such
 issuance or sale of any Capital Stock of MCII, the fair market value of
 all non-cash proceeds shall be deemed to be cash proceeds and (ii) such
 issuance or sale of any Capital Stock of MCII shall be deemed not to be an
 Asset Sale for purposes of this definition.

      "Original Principal Amount" means $206,499,680.

      "Permitted Debt" means any and all of the following: (i) Debt owed to
 MCII or any Subsidiary, provided, however, that any subsequent issuance or
 transfer of any Capital Stock which results in any such Subsidiary ceasing
 to be a Subsidiary or any subsequent transfer of such Debt (other than to
 another Subsidiary) shall be deemed, in each case, to constitute the
 incurrence of such Debt by the obligor; (ii) Hedging Obligations
 consisting of Interest Rate Agreements and Currency Exchange Protection
 Agreements; and (iii) Contingent Liabilities.

      "Permitted Holders" means Grupo Empresarial G, S.A. de C.V. or any
 successor corporation controlled by other Permitted Holders, Rafael Gomez
 Flores, O. Raymundo Gomez Flores, Armando Gomez Flores, Alfonso Miguel
 Gomez Flores, Guillermo Gomez Flores, and the heirs thereof, and the Grupo
 Dina Management Trust.

      "Person" means any individual, corporation, partnership, joint
 venture, association, joint-stock company, trust, unincorporated
 organization, government or any agency or political subdivision thereof or
 any other entity.

      "Preferred Stock" of any Person means Capital Stock of such Person of
 any class or classes (however designated) that ranks prior, as to the
 payment of dividends and/or as to the distribution of assets upon any
 voluntary or involuntary liquidation, dissolution or winding up of such
 Person, to shares of Capital Stock of any other class of such Person;
 provided, however, that Preferred Stock shall not include Redeemable
 Stock.

      "Property" means, with respect to any Person, any interest of such
 Person in any kind of property or asset, whether real, personal or mixed,
 or tangible or intangible, including, without limitation, Capital Stock in
 any other Person (but excluding Capital Stock or other securities issued
 by such Person).

      "Qualifying Offer" means any offer made by Grupo Dina or a Subsidiary
 thereof to all holders of Notes to purchase for cash New Notes properly
 tendered at a purchase price equal to the Accreted Value thereof on the
 date of repurchase, if on or prior to November 15, 1998, and equal to the
 principal amount thereof, plus accrued and unpaid interest, if any,
 thereafter, to the date of repurchase (subject to the right of holders of
 record on the relevant record date to receive interest due on the relevant
 Cash Interest Payment Date) provided that the purchase date is no earlier
 than 30 nor later than 60 days from the date notice of the offer is mailed
 and the offeror purchases all New Notes properly tendered in accordance
 with such offer on such purchase date subject to proration in the event
 that the number of New Notes tendered exceeds the number of New Notes for
 which the offer is made.

      "Redeemable Stock" of any Person means any equity security of such
 Person that by its terms (or by the terms of any security into which it is
 convertible or for which it is exchangeable), or otherwise (including on
 the happening of an event), is or could become required to be redeemed for
 cash or other Property or is or could become redeemable for cash or other
 Property at the option of the holder thereof, in whole or in part, on or
 prior to the first anniversary of the stated maturity of the New Notes; or
 is or could become exchangeable at the option of the holder thereof for
 Debt at any time, in whole or in part, on or prior to the first
 anniversary of the stated maturity of the New Notes; provided, however,
 that Redeemable Stock shall not include any security by virtue of the fact
 that it may be exchanged or converted at the option of the holder for
 Capital Stock of such Person having no preference as to dividends or
 liquidation over any other Capital Stock of such Person.

      "Residual Value Guarantees" means any agreement entered into by MCII
 or any of its Subsidiaries to promote the sale of any bus or coach,
 pursuant to which MCII or any of its Subsidiaries is guarantying at some
 future time any minimum value (which may be determined by a formula) of
 such bus or coach as specified in such agreement regardless of the actual
 fair market value of such bus or coach at such future time.

      "Subsidiary" means, in respect of any Person, any corporation,
 association, partnership or other business entity of which more than 50%
 of the total voting power of shares of Capital Stock or other interests
 (including partnership interests) entitled (without regard to the
 occurrence of any contingency) to vote in the election of directors,
 managers or trustees thereof is at the time owned or controlled, directly
 or indirectly, by (i) such Person, (ii) such Person and one or more
 Subsidiaries of such Person or (iii) one or more Subsidiaries of such
 Person.

      "Trade-In Value Guarantees" means any agreement entered into by MCII
 or any of its Subsidiaries to promote the sale of any bus or coach,
 pursuant to which MCII or any of its Subsidiaries is obligated to accept
 such bus or coach for trade-in in connection with the sale of such bus or
 coach at a value specified in such agreement (which may be determined by a
 formula) regardless of the actual fair market value of such bus or coach
 at the time of such trade-in.

      "Voting Stock" of a Person means all classes of Capital Stock of such
 Person then outstanding and normally entitled (without regard to the
 occurrence of any contingency) to vote in the election of directors,
 managers or trustees thereof.

      "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of
 which (other than directors' qualifying shares and shares held by other
 Persons to the extent such shares are required by applicable law to be
 held by such other Persons) is owned by a Person or one or more Wholly
 Owned Subsidiaries of such Person.

Registration Rights

      Holders of New Notes are not entitled to any registration rights with
 respect to the New Notes. Pursuant to the Registration Agreement, holders
 of Old Notes are entitled to certain registration rights. Under the
 Registration Agreement, the Issuers have agreed, for the benefit of the
 holders of the Old Notes, that they will, at their cost, (i) by October 1,
 1996, file a registration statement with the SEC with respect to the
 Exchange Offer and (ii) by November 30, 1996, cause such registration
 statement to be declared effective under the Securities Act. The
 Registration Statement of which this Prospectus is a part constitutes the
 registration statement for the Exchange Offer.

      In the event that (i) any change in law or applicable interpretations
 of the staff of the SEC do not permit the Issuers to effect the Exchange
 Offer, (ii) for any other reason the registration statement with respect
 to the Exchange Offer is not declared effective by November 30, 1996,
 (iii) any holder of Notes so requests because it is not eligible to
 participate in the Exchange Offer, or (iv) any initial purchaser so
 requests with respect to Notes held by it following the consummation of
 the Exchange Offer because it does not receive freely tradeable New Notes
 in exchange for Old Notes, then, the Issuers will, at their cost, (a) as
 promptly as practicable, file a shelf registration statement covering
 resales of the Old Notes (the "Shelf Registration Statement"), (b) cause
 the Shelf Registration Statement to be declared effective under the
 Securities Act and (c) use its best efforts to keep effective the Shelf
 Registration Statement until three years after its effective date or until
 one year after such effective date if such Shelf Registration Statement is
 filed at the request of the holders of the Old Notes. The Issuers will, in
 the event the filing of the Shelf Registration Statement becomes
 necessary, provide to each holder of the Old Notes copies of the
 prospectus which is a part of the Shelf Registration Statement, notify
 each such holder when the Shelf Registration Statement for the Old Notes
 has become effective and take certain other actions as are required to
 permit unrestricted resales of the Notes. A holder of Old Notes who sells
 such Old Notes pursuant to the Shelf Registration Statement generally
 would be required to be named as a selling securityholder in the related
 prospectus and to deliver a prospectus to purchasers, will be subject to
 certain of the civil liability provisions under the Securities Act in
 connection with such sales and will be bound by the provisions of the
 Registration Agreement which are applicable to such a holder (including
 certain indemnification obligations).

      In the event that the Exchange Offer is not consummated or the Shelf
 Registration Statement is not declared effective on or prior to December
 30, 1996, interest will accrue (in addition to stated interest on the
 Notes) from and including the next day following December 30, 1996. In
 each case such additional interest (the "Special Interest") will be
 payable in cash semiannually in arrears each May 15 and November 15 at a
 rate per annum equal to 0.50% of the principal amount of the Notes. The
 aggregate amount of Special Interest payable pursuant to the above
 provisions will in no event exceed 1.50% per annum of the principal amount
 of the Notes. Upon the consummation of the Exchange Offer or the
 effectiveness of the Shelf Registration Statement, as the case may be,
 after December 30, 1996, the Special Interest payable on the Notes from
 the date of such effectiveness or consummation, as the case may be, will
 cease to accrue from the date of such consummation or effectiveness, as
 the case may be.

      In the event that the Shelf Registration Statement is declared
 effective pursuant to the paragraph preceding the immediately preceding
 paragraph, if Grupo Dina or MCII Holdings fails to keep such Registration
 Statement continuously effective for the period required by the
 Registration Agreement, then from such time as the Shelf Registration
 Statement is no longer effective until the earlier of (i) the date that
 the Shelf Registration Statement is again deemed effective, (ii) the date
 that is the third anniversary of the date of the original issuance of the
 Notes or (iii) the date as of which all of the Notes are sold pursuant to
 the Shelf Registration Statement, Special Interest shall accrue at a rate
 per annum equal to 0.50% of the principal amount of the Notes (1.00%
 thereof if the Shelf Registration Statement is no longer effective for 30
 days or more) and shall be payable in cash semiannually in arrears each
 May 15 and November 15.

      The summary herein of certain provisions of the Registration
 Agreement does not purport to be complete and is subject to, and is
 qualified in its entirety by reference to, all the provisions of the
 Registration Agreement, a copy of which is filed as an exhibit to the
 Registration Statement of which this Prospectus constitutes a part.

Book-Entry, Delivery and Form

      The New Notes may be issued in the form of one or more global
 securities (collectively, the "Global Note"). The Global Note will be
 deposited with, or on behalf of, the Depository and registered in the name
 of the Depository or its nominee. Except as set forth below, the Global
 Note may be transferred, in whole and not in part, only to the Depository
 or another nominee of the Depository. Investors may hold their beneficial
 interests in the Global Note directly through the Depository if they have
 an account with the Depository or indirectly through organizations which
 have accounts with the Depository.

      The Depository has advised the Issuers as follows: The Depository is
 a limited-purpose trust company and organized under the laws of the State
 of New York, a member of the Federal Reserve System, a "clearing
 corporation" within the meaning of the New York Uniform Commercial Code,
 and a "clearing agency" registered pursuant to the provisions of Section
 17A of the Exchange Act. The Depository was created to hold securities of
 institutions that have accounts with the Depository ("partici- pants") and
 to facilitate the clearance and settlement of securities transactions
 among its participants in such securities through electronic book-entry
 changes in the accounts of the participants, thereby eliminating the need
 for physical movement of securities certificates. The Depository's
 participants include securities brokers and dealers (which may include the
 Initial Purchasers), banks, trust companies, clearing corporations and
 certain other organizations. Access to the Depository's book-entry system
 is also available to others such as banks, brokers, dealers and trust
 companies that clear through or maintain a custodial relationship with a
 participant, whether directly or indirectly.

      Upon the issuance of the Global Note, the Depository will credit, on
 its book-entry and transfer system, the principal amount of the Notes
 represented by the Global Note to the accounts of participants. Ownership
 of beneficial interests in the Global Note will be shown on, and the
 transfer of those ownership interests will be effected only through,
 records maintained by the Depository (with respect to participants'
 interests) and such participants (with respect to the owners of beneficial
 interests in the Global Note other than participants). The laws of some
 jurisdictions may require that certain purchasers of securities take
 physical delivery of such securities in definitive form. Such limits and
 laws may impair the ability to transfer or pledge beneficial interests in
 the Global Note.

      So long as the Depository, or its nominee, is the registered holder
 and owner of the Global Note, the Depository or such nominee, as the case
 may be, will be considered the sole legal owner and holder of the related
 New Notes for all purposes of such New Notes and the Indenture. Except as
 set forth below, owners of beneficial interests in the Global Note will
 not be entitled to have the New Notes represented by the Global Note
 registered in their names, will not receive or be entitled to receive
 physical delivery of certificated New Notes in definitive form and will
 not be considered to be the owners or holders of any New Notes under the
 Global Note. Accordingly, each person owning a beneficial interest in the
 Global Note must rely on the procedures of the Depository and, if such
 person is not a participant, on the procedures of the participant through
 which such person owns its interests, to exercise any right of a holder of
 New Notes under the Global Note. The Issuers understand that under
 existing industry practice, in the event an owner of a beneficial interest
 in the Global Notes desires to take an action that the Depository, as the
 Holder of the Global Note, is entitled to take, the Depositary would
 authorize the participants to take such action, and that the participants
 would authorize beneficial owners owning through such participants to take
 such action or would otherwise act upon the instructions of beneficial
 owners owning through them.

      Payment of principal of and interest on New Notes represented by the
 Global Note registered in the name of and held by the Depository or its
 nominee will be made to the Depository or its nominee, as the case may be,
 as the registered owner and holder of the Global Note.

      The Issuers expect that the Depository or its nominee, upon receipt
 of any payment of principal of or interest on the Global Note, will credit
 participants' accounts with payment in amounts proportionate to their
 respective beneficial interests in the principal amount of the Global Note
 as shown on the records of the Depository or its nominee. The Issuers also
 expect that payments by participants to owners of beneficial interests in
 the Global Note held through such participants will be governed by
 standing instructions and customary practices and will be the
 responsibility, of such participants. The Issuers will not have any
 responsibility or liability for any aspect of the records relating to, or
 payments made on account of, beneficial ownership interests in the Global
 Note for any New Note or for maintaining, supervising or reviewing any
 records relating to such beneficial ownership interests or for other
 aspects of the relationship between the Depositor and its participants or
 the relationship between such participants and the owners of beneficial
 interests in the Global Note owning through such participants.

      Unless and until it is exchanged in whole or in part for certificated
 New Notes in definitive form, the Global Note may not be transferred
 except as a whole by the Depository to a nominee of such Depository or by
 a nominee of such Depository to such Depository or another nominee of such
 Depository.

      Although the Depository has agreed to the foregoing procedures in
 order to facilitate transfers of interests in the Global Note among
 participants of the Depository, it is under no obligation to perform or
 continue to perform such procedures, and such procedures may be
 discontinued at any time. Neither the Trustee nor the Issuers will have
 any responsibility for the performance by the Depository or its
 participants or indirect participants of their respective obligation under
 the rules and procedures governing their operations.

Certificated Notes

      The New Notes represented by the Global Note are exchangeable for
 certificated New Notes in definitive form of like tenor as such New Notes
 in denominations of U.S. $1,000 and integral multiples thereof if (i) the
 Depository notifies the Issuers that it is unwilling or unable to continue
 as Depository for the Global Note or if at any time the Depository ceases
 to be a clearing agency registered under the Exchange Act, (ii) the
 Issuers in their discretion at any time determines not to have any of the
 New Notes represented by the Global Note, (iii) a default entitling the
 holders of the New Notes to accelerate the maturity thereof has occurred
 and is continuing or (iv) the holder of the New Notes so requests. Any New
 Note that is exchangeable pursuant to the preceding sentence is
 exchangeable for certificated New Notes issuable in authorized
 denominations and registered in such names as the Depository will direct.

                             TAX CONSIDERATIONS

GENERAL

      The following is a general summary of certain anticipated Mexican and
 U.S. federal income tax consequences of the exchange of Old Notes for New
 Notes pursuant to the Exchange Offer and the ownership and disposition of
 the New Notes by holders who acquire the New Notes pursuant to the Ex-
 change Offer. Holders of the New Notes, by their acceptance of the New
 Notes, will agree to report the New Notes as indebtedness of Grupo Dina
 which is guaranteed by MCII Holdings. In addition, Grupo Dina and MCII
 Holdings intend to treat the New Notes as debt of Grupo Dina guaranteed by
 MCII Holdings for all tax purposes. This summary does not purport to be a
 comprehensive description of all of the tax considerations that may be
 relevant to the Exchange Offer and the New Notes and is based on present
 law. No tax consequences are described other than those arising under the
 laws of Mexico and the United States.

      EACH PROSPECTIVE HOLDER OF NEW NOTES SHOULD CONSULT ITS TAX ADVISOR
 AS TO THE MEXICAN, UNITED STATES, OR OTHER TAX CONSEQUENCES OF THE
 EXCHANGE OFFER AND THE OWNERSHIP AND DISPOSITION OF THE NEW NOTES,
 INCLUDING THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAX LAWS.

MEXICAN TAXATION

      This summary of certain Mexican tax considerations deals only with
 holders of Old Notes that are not residents of Mexico for Mexican tax
 purposes and that do not conduct a trade or business through a permanent
 establishment in Mexico (a "Foreign Holder"). For purposes of Mexican
 taxation, an individual is a resident of Mexico if he has established his
 home in Mexico, unless he has resided in another country for more than 183
 days, whether consecutive or not, in any one calendar year and can
 demonstrate that he is a resident of that country for tax purposes. A
 legal entity is a resident of Mexico if its principal administrative
 office is located in Mexico. A Mexican citizen or a legal entity with its
 corporate domicile in Mexico and established under Mexican law is presumed
 to be a resident of Mexico unless such person or entity can demonstrate
 the contrary.

The Exchange Offer

      The disposition of the Old Notes in exchange for New Notes by Foreign
 Holders pursuant to the Exchange Offer will not be subject to Mexican
 income tax including, without limitation, Mexican withholding tax.

New Notes

      Interest and Additional Amounts. Payments of interest and Additional
 Amounts made by the Grupo Dina in respect of the New Notes to a Foreign
 Holder will generally be subject to a Mexican withholding tax at a rate of
 15% if, as expected, certain conditions are satisfied. Pursuant to
 recently enacted legislation, such rate has been reduced to 4.9% (the
 "Special Rate") if the effective beneficiary of such payments of interest
 resides in a country that has an income tax treaty with Mexico and certain
 other conditions are satisfied. Grupo Dina anticipates that these
 conditions will be satisfied by the registration of the New Notes with the
 SEC. Payments of interest made with respect to the New Notes by Grupo Dina
 to non-Mexican pension or retirement funds will be exempt from Mexican
 withholding taxes, provided that any such fund (i) is duly incorporated
 pursuant to the laws of its country of origin, (ii) is exempt from income
 tax in such country, and (ii) is registered with the Mexican Ministry of
 Finance (Secretaria de Hacienda y Credito Publico) for that purpose.

      Apart from the Special Rate, other reduced rates of Mexican
 withholding tax may apply with respect to payments of interest and
 Additional Amounts. The United States and Mexico have signed a Convention
 for the Avoidance of Double Taxation (the "Tax Treaty"). The Tax Treaty
 entered into force as of January 1, 1994. Pursuant to the Tax Treaty, the
 Mexican withholding tax rate has been reduced to no more than 10% (4.9%
 effective January 1, 1999) (the "Treaty Rate") for certain holders who are
 residents of the United States (within the meaning of the Tax Treaty)
 under certain circumstances therein. Generally, if the New Notes are
 listed and regularly and substantially traded on a "recognized securities
 exchange" for the purposes of the Tax Treaty, then the withholding tax
 rate will be reduced to no more than 10% (4.9% effective January 1, 1999)
 for holders who are residents of the United States (within the meaning of
 the Tax Treaty). It is not currently contemplated that the New Notes will
 initially be listed on a "recognized securities exchange"; the New Notes
 may later be listed on such an exchange. The United States and Mexico have
 also entered into an agreement that covers the exchange of information
 with respect to tax matters. In addition to the Tax Treaty, Mexico has
 entered into and is negotiating other tax treaties that may reduce the
 amount of Mexican withholding tax to which the New Notes may be subject.
 Prospective holders of the New Notes should consult their tax advisors to
 the applicability of such treaties.

      Grupo Dina has agreed, subject to specified exceptions and
 limitations, to pay Additional Amounts in respect of the above-mentioned
 Mexican withholding taxes to the holders of the New Notes. If Additional
 Amounts are paid in respect of such Mexican withholding taxes, any refunds
 of such Additional Amounts will be for the account of Grupo Dina. See
 "Description of the Notes--Additional Amounts."

      There are certain regulations or administrative pronouncements
 specifying procedures which must be carried out by the Grupo Dina or
 holders of New Notes to establish that a rate of Mexican withholding tax
 lower than the statutory rate of 15% should apply to payments of interest
 and Additional Amounts in respect of the New Notes. Grupo Dina may request
 certain information or documentation from Foreign Holders or take such
 other actions as it considers necessary to enable Grupo Dina to establish
 the appropriate Mexican withholding tax rate (including the Special Rate
 or the Treaty Rate) applicable to such holders or beneficial owners. In
 the event that the specified information or documentation concerning the
 residence of any holder or beneficial owner, if requested, is not
 provided, Grupo Dina will remain obli- gated to any Additional Amounts
 with respect to Mexican withholding taxes as set forth under "Description
 of the Notes -- Additional Amounts."

      Payments of Principal; Sale or Disposition. Payments of principal
 (except for original issue dis- count) with respect to the New Notes made
 by Grupo Dina to Foreign Holders will not be subject to Mexi- can income
 or other taxes (whether in the form of withholding or otherwise).

      Other Mexican Taxes. Other than the withholding tax described above,
 no Mexican taxes will be imposed on the ownership, transfer or disposition
 of New Notes by Foreign Holders. There are no Mexican stamp, issue,
 registration or similar taxes or duties payable by Foreign Holders of New
 Notes, and Foreign Holders of New Notes will not be liable for Mexican
 estate, gift inheritance or similar tax with respect to the New Notes,
 although gratuitous transfers of New Notes to residents of Mexican may, in
 certain circumstances, result in a Mexican tax imposed upon the
 transferee.

UNITED STATES TAXATION

      The following summary of U.S. federal income tax consequences is
 limited to U.S. Holders (as defined below) who hold the Old Notes and will
 hold the New Notes as "capital assets" within the meaning of Section 1221
 of the Internal Revenue Code of 1986 (the "Code") and whose "functional
 currency" within the meaning of Section 985 of the Code is the U.S.
 Dollar. This summary does not address all U.S. federal tax considerations
 that may be relevant to a U.S. Holder. Certain holders (including, but not
 limited to, insurance companies, tax-exempt organizations, financial
 institutions, persons subject to the alternative minimum tax) may be
 subject to special rules not discussed herein. In addition, the discussion
 below also does not address the effect of any state or local tax laws. The
 term "U.S. Holder" means any holder who is a citizen or resident of the
 United States, a corporation organized under the laws of the United States
 or any state thereof, or any person that is subject to United States
 federal income taxation on a net income basis in respect of the Old Notes
 and the New Notes.

The Exchange Offer

      The exchange of Old Notes pursuant to the Exchange Offer will not be
 treated as a taxable event for U.S. federal income tax purposes because
 the New Notes do not differ materially from the Old Notes. Rather, the New
 Notes received by a holder will be treated as a continuation of the Old
 Notes in the hands of such holder. As a result, there will be no U.S.
 federal income tax consequences to holders who exchange Old Notes for New
 Notes pursuant to the Exchange Offer and any such holder will have the
 same tax basis and holding period in the New Notes as it had in the Old
 Notes immediately before the exchange.

The New Notes

      Original Issue Discount. The Old Notes were issued with original
 issue discount ("OID") for federal income tax purposes. Each U.S. Holder
 of the Old Notes generally will be required to include OID in income as it
 accrues under a constant yield method in advance of cash payments
 attributable to such income (regardless of whether the U.S. Holder is a
 cash or accrual basis taxpayer). Inasmuch as the New Notes are a
 continuation of the Old Notes, the exchange of Old Notes for New Notes
 pursuant to the Exchange Offer will not affect the amount of OID
 includible in income by a U.S. Holder and the amount of OID with respect
 to the New Notes will be the same as the amount of OID with respect to the
 Old Notes, as described below.

      The amount of OID with respect to the New Notes will be the same as
 the amount of OID with respect to the Old Notes, i.e., the excess of the
 "stated redemption price at maturity" of the Old Notes over the "issue
 price" of the Old Notes. The "stated redemption price at maturity" will
 include all cash payments required to be made on the New Note and the Old
 Note with respect to which New Note is a continuation, whether denominated
 as principal or interest. The issue price of the New Notes will equal the
 issue price of the Old Notes. Due to the fact that Old Notes were publicly
 traded, the issue price of the Old Notes would be fair market value.

      Each U.S. Holder of a New Note will be required to include in gross
 income an amount equal to the sum of the daily potions of OID for each day
 during the taxable year in which the New Note is held. The daily portions
 of OID are determined by allocating to each day in an accrual period
 (e.g., each six- month period ending each November 15 and May 15 or the
 short initial period ending May 15, 1996) the pro rata portion of the OID
 that is allocable to the accrual period. Subject to the rules, described
 below regarding acquisition premium, the amount of OID that is allocable
 to an accrual period will be determined by multiplying the adjusted issue
 price of the Old Note at the beginning of an accrual period by a fraction
 of the yield to maturity of such Old Note based on the length of the
 accrual period. The adjusted issue price of a Old Note at the beginning of
 an accrual period will be equal to its original issue price increased by
 all previously accrued OID and reduced by the amount of all previous
 payments. Interest payments will not be taxable, but will be treated as a
 payment of previously accrued OID.

      The amount of OID allocable to an accrual period will be reduced if
 the Old Notes are considered to have been issued with "acquisition
 premium", which will result if a holder held Old Notes with an adjusted
 tax basis in excess of the issue price of such Old Notes immediately after
 the issuance over the issue price of the Old Notes and the denominator is
 the stated redemption price at maturity of the Old Notes. Alternatively, a
 holder of Old Notes may elect to compute OID accruals by treating its
 adjusted tax basis in the Old Notes as the issue price of the Old Notes.

      The Trustee will report annually to the IRS and the U.S. Holders of
 New Notes the amount of OID accrued with respect to a New Note.

      Effect of Mexican Withholding Taxes. As discussed, above, cash
 interest payments with respect to the New Notes will be subject to Mexican
 withholding taxes and Grupo Dina will pay additional Amounts so that U.S.
 Holders of New Notes will receive the same amounts that would have been
 payable had such withholding taxes not been imposed. U.S. Holders of New
 Notes should be treated as actually receiving any amount withheld by Grupo
 Dina from payments of cash interest with respect to a New Note and then as
 having paid over such amount to the Mexican taxing authorities. As a
 result, the amount of the interest payment includible in income by a U.S.
 Holder will be greater than the amount of cash actually received (or
 receivable) by such U.S. Holder from Grupo Dina with respect to such
 payment.

      Pursuant to the characterization of the New Notes as indebtedness of
 Grupo Dina which is guaranteed by MCII Holdings, payments of interest and
 Additional Amounts by Grupo Dina will be foreign source interest income
 for foreign tax credit purposes. Such income generally will constitute
 "high withholding tax interest" for foreign tax credit purposes unless and
 until the Mexican withholding tax rate applicable to the U.S. Holder is
 imposed at a rate below 5% (such as during any period in which the Special
 Rate is in effect) in which case such income generally will constitute
 "passive income" or, in the case of certain U.S. Holders, "financial
 services income". Mexican withholding taxes paid should be treat- ed as
 foreign income taxes eligible as a credit against such U.S. Holder's
 United States federal income tax liability, subject to generally
 applicable limitations and conditions, or, at the election of such U.S.
 Holder, as a deduction in computing such U.S. Holder's taxable income. A
 U.S. Holder should consult its tax advisor regarding the availability of
 foreign tax credits. If the New Notes are characterized as indebtedness of
 MCII Holdings, as opposed to indebtedness of Grupo Dina which is
 guaranteed by MCII Holdings, interest payments will be U.S. source income,
 thus possibly adversely affecting a U.S. Holder's ability to utilize any
 foreign tax credits with respect to Mexican withholding taxes.

      Sale or Disposition. A U.S. Holder of a New Note generally will
 recognize gain or loss upon the sale, exchange, retirement or other
 taxable disposition of a New Note equal to the difference between the
 amount realized on such sale, exchange, retirement or other taxable
 disposition and the U.S. Holder's adjusted tax basis in the New Note. Such
 gain or loss generally will be capital gain or loss, and will be long-term
 if the New Note is held for more than one year. A U.S. Holder's holding
 period for the New Notes will include its holding period for the Old
 Notes.

      The foregoing does not discuss special rules that may affect the
 treatment of purchasers that ac- quire New Notes other than at the time of
 original issuance at the issue price, including (but limited to) those
 provisions of the Code relating to the treatment of "market discount," and
 "amortizable bond premium."


                            PLAN OF DISTRIBUTION

      Each broker-dealer that receives New Notes for its own account
 pursuant to the Exchange Offer must acknowledge that it will deliver a
 prospectus in connection with any resale of such New Notes. This
 Prospectus, as it may be amended or supplemented from time to time, may be
 used by a broker-dealer in connection with resales of New Notes received
 in exchange for Old Notes where such Old Notes were acquired as a result
 of market-making activities or other trading activities. The Issuers have
 agreed that, starting on the Expiration Date and ending on the close of
 business on the first anniversary of the Expiration Date, they will make
 this Prospectus, as amended or supplemented, available to any broker-
 dealer for use in connection with any such resale. In addition, until
 ___________, 1996, all dealers effecting transactions in the New Notes may
 be required to deliver a prospectus.

      The Issuer will not receive any proceeds from any sale of New Notes
 by broker-dealers. New Notes received by broker-dealers for their own
 account pursuant to the Exchange Offer may be sold from time to time in
 one or more transactions in the over-the-counter market, in negotiated
 transactions, through the writing of options on the New Notes or a
 combination of such methods of resale, at market prices prevailing at the
 time of resale, at prices related to such prevailing market prices or
 negotiated prices. Any such resale may be made directly to purchasers or
 to or through brokers or dealers who may receive compensation in the form
 of commissions or concessions from any such broker-dealer and/or the
 purchasers of any such New Notes. Any broker-dealer that resells New Notes
 that were received by it for its own account pursuant to the Exchange
 Offer and any broker or dealer that participates in a distribution of such
 New Notes may be deemed to be an "underwriter" within the meaning of the
 Securities Act and any profit on any such resale of New Notes and any
 commissions or concessions received by any such persons may be deemed to
 be underwriting compensation under the Securities Act. The Letter of
 Transmittal states that, by acknowledging that it will deliver and by
 delivering a prospectus, a broker-dealer will not be deemed to admit that
 it is an "underwriter" within the meaning of the Securities Act.

      For a period of one year after the Expiration Date, the Issuers will
 promptly send additional copies of this Prospectus and any amendment or
 supplement to this Prospectus to any broker-dealer that requests such
 document in the Letter of Transmittal. The Issuers have agreed to pay all
 expenses incident to the Exchange Offer (including the expenses of one
 counsel for the holders of the Notes) other than commissions or
 concessions of any brokers or dealers and will indemnify the holders of
 the Notes (including any broker-dealers) against certain liabilities,
 including liabilities under the Securities Act.

                               LEGAL MATTERS

      Certain legal matters with respect to the validity of the issuance of
 the New Notes will be passed upon for the Issuers by Skadden, Arps, Slate,
 Meagher & Flom, New York, U.S. counsel to the Issuers. The validity of the
 New Notes and certain other matters of Mexican law relating to the New
 Notes will be passed upon for the Issuers by Ritch, Heather y Mueller,
 S.C., Mexico City, Mexico, Mexican counsel to the Issuers. Skadden, Arps,
 Slate, Meagher & Flom may rely, as to matters of Mexican law, on the
 opinions of Ritch, Heather y Mueller, S.C.

                                  EXPERTS

      The consolidated financial statements of Grupo Dina as of December
 31, 1995 and 1994 and for each of the years in the three-year period ended
 December 31, 1995 and of MCII Holdings as of December 31, 1995 and for the
 year then ended, included in this Prospectus and elsewhere in the
 Registration Statement have been audited by Arthur Andersen, independent
 public accountants, as indicated in their reports with respect thereto,
 and are included herein in reliance upon the authority of said firm as
 experts in accounting and auditing. The financial statements of MCII as of
 December 31, 1994 and for the five month period ended December 31, 1994,
 the seven month period ended July 31, 1994 and the year ended December 31,
 1993 included in this prospectus and in the registration statement have
 been audited by Deloitte & Touche LLP, independent auditors, as stated in
 their reports appearing herein and in the registration statements and have
 been so included in reliance upon the reports of such firm given upon
 their authority as experts in accounting and auditing.


                       INDEX TO FINANCIAL STATEMENTS

CONSORCIO G GRUPO DINA, S.A. DE C.V. AND SUBSIDIARIES

                                                                    Page
Audited Financial Statements:

   Report of Independent Public Accountants                          F-3
   Consolidated Balance Sheets as of December 31, 1994 and 1995      F-4
   Consolidated  Statements of Income (Loss) for the years ended
      December 31, 1993, 1994 and 1995                               F-5
   Consolidated Statements of Stockholders' Equity for the years
      ended December 31, 1993, 1994 and 1995                         F-6
   Consolidated Statements of Changes in Financial Position for
      the years ended December 31, 1993, 1994 and 1995               F-7
   Notes to Consolidated Financial Statements as of
      December 31, 1993, 1994 and 1995                               F-8


Unaudited Financial Statements:

   Consolidated Balance Sheets (unaudited) and related
      financial information (unaudited) as of December 31, 1995
      and March 31, 1996                                             F-39
   Consolidated Statements of Income (Loss) (unaudited) and
      related financial information
      (unaudited) for the three months ended March 31, 1995
      and 1996                                                       F-40
   Notes to Consolidated Financial Statements (unaudited)            F-42

MCII HOLDINGS (USA), INC.

Audited Financial Statements:

   Reports of Independent Public Accountants                         F-47
   Consolidated Balance Sheet as of December 31, 1995 and 1994       F-50
   Statement of Consolidated Income for the year ended
        December 31, 1995, the five month period ended
        December 31, 1994, the seven month period
        ended July 31, 1994 and the year ended December 31, 1993     F-51
   Statement of Consolidated Changes in Stockholder's Equity
        for the year ended December 31, 1995, the five month
        period ended December 31, 1994, the seven month period
        ended July 31, 1994 and the year ended  December 31, 1993    F-52
   Statement of Consolidated Cash Flows for the year ended
        December 31, 1995, the five month period ended
        December 31, 1994, the seven month period ended
        July 31, 1994 and the year ended December 31, 1993           F-53
   Notes to Consolidated Financial Statements                        F-54

Unaudited Financial Statements:

   Consolidated Balance Sheets (unaudited) as of March 31, 1996
      and December 31, 1995                                          F-76
   Statement of Consolidated Income (unaudited) for the three
      months ended March 31, 1995 and 1996                           F-77
   Statement of Consolidated Changes in Stockholder's Equity
      (unaudited) for the three months ended March 31, 1995
      and 1996                                                       F-78
   Statement of Consolidated Cash Flows (unaudited) for the
      three months ended March 31, 1995 and 1996                     F-79
   Notes to Consolidated Financial Statements (unaudited)            F-80



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Consorcio G Grupo Dina, S.A. de C.V.:

         We have audited the consolidated balance sheets of CONSORCIO G
GRUPO DINA, S.A. DE C.V. (incorporated in Mexico) and subsidiaries
(collectively referred to as the "Company") as of December 31, 1994 and
1995 and the related consolidated statements of income (loss),
stockholders' equity and changes in financial position for each of the
three years in the period ended December 31, 1995. These financial
statements have been prepared in accordance with generally accepted
accounting principles in Mexico, and therefore have been expressed in
Mexican pesos with purchasing power as of March 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits. We did not audit the financial statements of Motor Coach
Industries International, Inc. (MCII) as of December 31, 1994 and for the
five month period then ended, a subsidiary acquired by the Company on
August 8, 1994, which statements reflect assets and revenues of 38.5% and
27.9%, respectively of the consolidated totals as of December 31, 1994 and
for the year then ended. Those statements were audited by other auditors
whose report has been furnished to us and our opinion, insofar as it
relates to the amounts included for Motor Coach Industries International,
Inc., is based solely on the report of the other auditors.

         We have conducted our audits in accordance with generally accepted
auditing standards in Mexico, which are substantially the same as those
followed in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

         As explained in Note 3 to the accompanying consolidated financial
statements, during 1995 the Company changed its accounting to reflect the
goodwill related to the acquisition of its subsidiary, MCII, under
"pushdown" accounting rules. Accordingly, the goodwill is now considered an
asset of the subsidiary. This change resulted in an increase in goodwill of
Ps.982,366,110 and a corresponding increase in "cumulative translation
adjustment", an increase in amortization expense of Ps.55,718,988, a
decrease in exchange loss charged to operations of Ps.274,976,048 and a
decrease in the gain on monetary position of Ps.551,064,850.

         The devaluation of the Mexican peso in December, 1994 and the
resulting financial crisis in Mexico has had an unfavorable impact on the
Company's operations. During 1994 and 1995 the demand for inter-city
passenger buses suffered a severe decline in Mexico and in 1995, there was
also a significant decline in the demand for trucks. Notes 1, 2, 4, 14 and
28 b) and c) to the accompanying consolidated financial statements describe
the actions taken by the Company to expand its operations in the United
States and restructure its long-term financing, as well as other actions
taken by management.

         Accounting practices used by the Company in preparing the
accompanying financial statements conform with accounting principles
generally accepted in Mexico, but do not conform with accounting principles
generally accepted in the United States. A description of these differences
and a partial reconciliation as permitted by Form 20-F of consolidated net
income (loss) and stockholders' equity to U.S. generally accepted
accounting principles is set forth in Notes 19, 20, 23 and 24.

         In our opinion, based on our audits and the report of other
auditors for the financial statements of MCII as of December 31,1994 and
for the five month period then ended, the financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Consorcio G Grupo Dina, S.A. de C.V. and its subsidiaries as of
December 31, 1994 and 1995 and the consolidated results of their operations
and changes in their financial position for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles in Mexico.

         Also, in our opinion, the translated amounts in the accompanying
financial statements translated into U.S. dollars have been computed on the
basis set forth in Note 1.


                                                            Arthur Andersen

February 29, 1996
(except with respect to the matters discussed in Note 28 b) and c),
as to which the date is April 22, 1996 and the restatements
to constant pesos as of March 31, 1996, as discussed in Notes 1 and 3,
as to which date is July 19, 1996




                                        CONSORCIO G GRUPO DINA, S.A. DE C.V. AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1994 AND 1995
                                             EXPRESSED IN CURRENCY WITH PURCHASING POWER
                                                        AS OF MARCH 31, 1996

                                     (Thousands of Mexican pesos and thousands of U.S. dollars)

                                                                        1994                1995               1995
     Assets
CURRENT ASSETS:
                                                                                                            
     Cash and cash equivalents                                   Ps.     439,397     Ps.     284,334     $        37,723
     Notes and accounts receivable, net                                  949,192             735,779              97,616
     Inventories, net                                                  2,140,184           1,849,822             245,416
     Prepaid expenses                                                     52,800              40,929               5,430
     Investment in and advances to
       discontinued operations                                           663,252             318,872              42,304
                  Total current assets                                 4,244,825           3,229,736             428,489

LONG-TERM NOTES AND ACCOUNTS RECEIVABLE, net                             505,546             500,211              66,363

INVESTMENT IN EQUITY SECURITIES                                           78,804              27,473               3,645

PROPERTY, PLANT AND EQUIPMENT, net                                     1,367,798           1,542,207             204,605

OTHER ASSETS                                                             193,964             234,553              31,118

DEFERRED INCOME TAXES                                                    259,377             244,943              32,496

GOODWILL                                                               1,084,554           1,584,314             210,191
                                                                 Ps.   7,734,868     Ps.   7,363,437     $       976,907

     Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
     Bank loans and current portion of long-term debt            Ps.     141,300     Ps.      14,827     $         1,967
     Notes and accounts payable to suppliers                             492,131             353,766              46,934
     Other payables and accrued expenses                                 577,556             461,625              61,244
     Investment in and advances to discontinued operations               271,311             122,274              16,222
     Dividends payable                                                    50,984                   -                   -
     Income taxes, asset tax and employee profit sharing                  12,871              84,128              11,161
                  Total current liabilities                            1,546,153           1,036,620             137,528

LONG-TERM DEBT                                                         4,107,264           4,342,594             576,132
RESERVE FOR EMPLOYEES' SEVERANCE BENEFITS                                 92,624              79,483              10,545
OTHER DEFERRED ITEMS AND INSURANCE RESERVES                               69,615             117,083              15,533
STOCKHOLDERS' EQUITY:
     Majority interest-
       Capital stock                                                     196,545             196,545              26,076
       Capital stock-unsubscribed                                        (35,754)            (35,754)             (4,743)
       Restatement of capital stock                                      182,582             182,582              24,223
       Additional paid-in capital                                      1,527,927           1,527,927             202,710
       Reserve for repurchase of shares                                  115,445             115,445              15,316
       Accumulated earnings (losses)                                     259,812            (193,608)            (25,686)
       Cumulative effect of restatement                                 (415,903)           (772,508)           (102,489)
       Cumulative translation adjustment                                  13,519             720,909              95,643
                  Total majority stockholders' equity                  1,844,173           1,741,538             231,050
     Minority interest                                                    75,039              46,119               6,119
                  Total stockholders' equity                           1,919,212           1,787,657             237,169
                                                                 Ps.   7,734,868     Ps.   7,363,437     $       976,907

                          The accompanying notes are an integral part of these consolidated balance sheets.





                                        CONSORCIO G GRUPO DINA, S.A. DE C.V. AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF INCOME (LOSS) FOR THE YEARS
                                                ENDED DECEMBER 31, 1993, 1994 AND 1995
                                  EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996

                          (Thousands of Mexican pesos and thousands of U.S. dollars, except per share data)

                                                               1993                1994                1995            1995
                                                                                                               
NET SALES                                              Ps.    4,920,633    Ps.   4,066,403     Ps.   4,456,770     $   591,280

COST OF GOODS SOLD                                            3,880,508          3,318,258           3,500,193         464,371
       Gross profit                                           1,040,125            748,145             956,577         126,909

OPERATING EXPENSES: 
   Selling                                                      167,391            264,501             231,573          30,723
   Administrative                                               358,477            454,368             694,708          92,167
                                                                525,868            718,869             926,281         122,890

OTHER CHARGES                                                         -            303,829              95,192          12,629
   Operating income (loss)                                      514,257           (274,553)            (64,896)         (8,610)

COMPREHENSIVE RESULT OF FINANCING:
   Interest income                                              109,561            132,513             206,360          27,378
   Interest expense                                           (125,365)           (232,251)           (515,050)        (68,332)
   Exchange gain (loss), net                                      4,404           (592,159)           (341,163)        (45,262)
   Gain on net monetary position                                 42,804             50,685             375,263          49,786
                                                                 31,404           (641,212)           (274,590)        (36,430)
OTHER INCOME, net                                                32,131             36,872              79,679          10,571
COST OF IDLE PLANT                                                    -                  -             (76,423)        (10,139)
   Income (loss) before the following
   provisions (credits), and results
   of affiliated companies                                      577,792           (878,893)           (336,230)        (44,608)

PROVISIONS (CREDITS) FOR:
   Income tax                                                   103,026            157,454             137,685          18,267
   Asset tax                                                     16,652             39,592              19,044           2,527
   Employee profit sharing                                       37,483             12,789                   -               -
   Tax arising from temporary differences                        (5,582)             6,529              17,848           2,368
   Utilization of tax loss carryforwards                         (1,458)          (126,620)               (285)            (39)
   Refundable asset tax                                         (23,662)            (1,844)                  -               -
                                                                126,459             87,900             174,292          23,123
Income (loss) before participation in results of
       affiliated companies                                     451,333           (966,793)           (510,522)        (67,731)

EQUITY IN RESULTS OF AFFILIATED
  COMPANIES                                                           -              4,482              (2,484)           (329)
       Net income (loss)                               Ps.      451,333    Ps.    (962,311)    Ps.    (513,006)    $   (68,060)

NET INCOME (LOSS) APPLICABLE TO:
   Majority interest                                   Ps.      437,639    Ps.    (953,980)    Ps.    (497,933)    $   (66,060)
   Minority interest                                             13,694             (8,331)            (15,073)         (2,000)
       Net income                                      Ps.      451,333    Ps.    (962,311)    Ps.    (513,006)    $   (68,060)

INCOME (LOSS) PER SHARE:
   Majority interest                                   Ps.         2.25    Ps.       (4.23)    Ps.       (1.93)    $     (0.26)
   Minority interest                                               0.07              (0.04)              (0.06)          (0.01)
       Net income (loss) per share                     Ps.         2.32    Ps.       (4.27)    Ps.       (1.99)    $     0.27)
   Weighted average shares outstanding                          194,867            225,491             258,026         258,026
         (000's)
                            The accompanying notes are an integral part of these consolidated statements.






                                                         CONSORCIO G GRUPO DINA, S.A. DE C.V. AND SUBSIDIARIES

                                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                         FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
                                                   EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996
                                                                     (Thousands of Mexican pesos)

                                                                    Capital Stock                           Additional 
                                                Number                                                        Paid-in  
                                               of Shares     Authorized     Unsubscribed    Restatement       Capital  
                                               ---------     ----------     ------------    -----------       -------  

                                                                                                     
BALANCE AS OF DECEMBER 31, 1992               169,833,640   Ps.  105,832     Ps.    -      Ps.  141,391     Ps.   -   

   Increase in capital stock                   33,966,810         21,167            -            17,856         671,844
   Transfer to reserve for
    repurchase of shares                            -              -                -             -               -
   Dividends declared                               -              -                -             -               -
   Changes in equity in real terms                  -              -                -             -               -

BALANCE AS OF DECEMBER 31, 1993               203,800,450        126,999            -           159,247         671,844

   Increase in capital stock                   54,225,686         69,546         (35,754)        23,335         856,083
   Dividends declared                               -              -                -             -               -
   Changes in equity in real terms                  -              -                -             -               -

BALANCE AS OF DECEMBER 31, 1994               258,026,136        196,545         (35,754)       182,582       1,527,927

   Change in accounting policy                      -              -                -             -               -
   Cancellation of dividends declared               -              -                -             -               -
   Changes in equity in real terms                  -              -                -             -               -

BALANCE AS OF DECEMBER 31, 1995               258,026,136   Ps.  196,545   Ps.   (35,754)   Ps. 182,582   Ps. 1,527,927






                                              Reserve for        Accumulated       Cumulative        Cumulative
                                              Repurchase          Earnings          Effect of        Translation
                                               of Shares          (Losses)         Restatement       Adjustment 
                                               ---------          --------         -----------       ---------- 
                                                                                                  
                                                                                                
BALANCE AS OF DECEMBER 31, 1992             Ps.     -         Ps.  1,044,613     Ps.  (316,433)    Ps.    -      
                                                                                                  
   Increase in capital stock                        -                  -                  -               -      
   Transfer to reserve for                                                                        
    repurchase of shares                          115,445           (115,445)             -               -      
   Dividends declared                               -                (76,538)             -               -      
   Changes in equity in real terms                  -                437,639           (67,335)           -      
                                                                                                                 
BALANCE AS OF DECEMBER 31, 1993                   115,445          1,290,269          (383,768)           -      
                                                                                                                 
   Increase in capital stock                        -                  -                  -               -      
   Dividends declared                               -                (76,477)             -               -      
   Changes in equity in real terms                  -               (953,980)          (32,135)         13,519   
                                                                                                  
BALANCE AS OF DECEMBER 31, 1994                   115,445            259,812          (415,903)         13,519   
                                                                                                                 
   Change in accounting policy                      -                  -                  -            982,366   
   Cancellation of dividends declared               -                 44,513              -                -     
   Changes in equity in real terms                  -               (497,933)         (356,605)       (274,976)  
                                                                                                                 
BALANCE AS OF DECEMBER 31, 1995              Ps.   115,445     Ps.  (193,608)     Ps. (772,508)    Ps. 720,909   




                                               Minority              
                                               Interest            Total
                                               --------            -----
BALANCE AS OF DECEMBER 31, 1992               Ps.  87,143    Ps.  1,062,546  
                                                                             
   Increase in capital stock                        -               710,867  
   Transfer to reserve for                                                   
    repurchase of shares                            -                 -      
   Dividends declared                              (7,217)          (83,755) 
   Changes in equity in real terms                 11,298           381,602  
                                                                             
BALANCE AS OF DECEMBER 31, 1993                    91,224         2,071,260  
                                                                             
   Increase in capital stock                          -             913,210  
   Dividends declared                              (7,930)          (84,407) 
   Changes in equity in real terms                 (8,255)         (980,851) 
                                                                             
BALANCE AS OF DECEMBER 31, 1994                    75,039         1,919,212  
                                                                             
   Change in accounting policy                        -             982,366  
   Cancellation of dividends declared                 -              44,513  
   Changes in equity in real terms                (28,920)       (1,158,434) 
                                                                             
BALANCE AS OF DECEMBER 31, 1995               Ps.  46,119    Ps.  1,787,657  



 The accompanying notes are an integral part of these consolidated statements.






                                                         CONSORCIO G GRUPO DINA, S.A. DE C.V. AND SUBSIDIARIES

                                                       CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
                                                         FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
                                                              EXPRESSED IN CURRENCY WITH PURCHASING POWER
                                                                         AS OF MARCH 31, 1996

                                                      (Thousands of Mexican pesos and thousands of U.S. dollars)

                                                                  1993             1994                 1995              1995 
                                                                  ----             ----                 ----              ---- 
                                                                                                                  
OPERATIONS:
   Income (loss) net                                       Ps.     451,333   Ps.   (962,311)    Ps.   (513,006)    $     (68,060)
   Add (deduct)- Non-cash items-
        Depreciation                                                53,310           81,350            103,387            13,716
        Tax arising from timing differences                         (5,582)           6,529             17,848             2,368
        Deferred income taxes                                            -           13,457             (3,414)             (453)
        Other deferred items and insurance reserves                      -                -             47,468             6,298
        Provision for doubtful accounts receivable                   4,077           19,280             43,667             5,793
        Provision for slow-moving inventories                        5,221           17,502             68,205             9,049
        Provision for employees' severance benefits                  7,946           12,928             14,745             1,956
        Participation in results of associated companies                 -           (4,482)             2,484               330
        Restructuring charges                                            -          257,827             92,304            12,246
        Amortization of goodwill                                         -           19,700            108,641            14,413
   Change in operating assets and liabilities-
        Decrease (increase) in-
               Notes and accounts receivable                      (618,774)          68,554            114,797            15,230
               Inventories                                         132,113          (84,336)           (65,732)           (8,721)
               Prepaid expenses                                    (24,733)            (912)            11,871             1,575
               Investment in and advances to
                 discontinued operations                                 -          203,817            195,343            25,916
               Income taxes and employee profit
                 sharing                                            19,831          (41,998)            71,257             9,454
               Other assets                                         26,934           47,430            (40,589)           (5,385)
        Increase (decrease) in-
               Notes and accounts payable to suppliers             321,995         (377,946)          (138,365)          (18,357)
               Other payables and accrued expenses                 (36,701)          16,659           (115,931)          (15,380)
               Dividends payable                                         -           50,984            (50,984)           (6,764)
   Pension plan funding and payments of
        severance benefits                                          (8,722)          (4,593)           (27,886)           (3,700)
   Resources generated by (applied to) operations                  328,248         (660,561)           (63,890)           (8,476)

INVESTMENTS:
   Notes and accounts receivable (long-term)                             -         (373,219)           (20,164)           (2,675)
   Additions to property, plant and equipment                     (313,553)        (106,621)          (502,557)          (66,675)
   Net book value of retirements                                    12,449           45,609            249,414            33,090
   Investment in shares                                                  -          (74,322)            29,830             3,958
   Goodwill                                                              -       (1,097,258)                 -                 -
   Net assets from acquisition of subsidiary                             -         (808,046)                 -                 -
   Long-term portion of receivable from the trust for
        stock sales plan                                            11,035           (2,598)            (1,065)             (141)
   Net cash applied to investment activities                      (290,069)      (2,416,455)          (244,542)          (32,443)

FINANCING:
   Increase (decrease) in short-term bank loans                   (275,653)         134,285            (78,153)          (10,369)
   Increase (reduction) in current and long-term debt
        due to restatement in constant pesos                       (91,890)         (54,170)        (1,452,904)         (192,757)
   Increase in peso terms of US dollar debt due to
        exchange rate changes                                            -          815,670          1,456,009           193,169
   Proceeds from long-term debt                                          -        1,003,634            183,905            24,399
   Payments on principal of long-term debt                            (237)           (295)                  -                 -
   Dividends (declared) canceled                                   (76,538)         (76,477)            44,512             5,905
   Dividends declared by subsidiaries to
        minority shareholders                                       (7,217)          (7,930)                 -                 -
   Increase in capital stock                                        39,023           57,128                  -                 -
   Additional paid-in capital                                      671,844          856,083                  -                 -
   Net cash generated by financing activities                      259,332        2,727,928            153,369            20,347
   Cash balance from acquisition of subsidiary                           -          107,698                  -                 -
   Cash and cash equivalents at beginning
        of year                                                    383,276          680,787            439,397            58,295
   Cash and cash equivalents at end of year                Ps.     680,787   Ps.    439,397     Ps.    284,334     $      37,723

SUPPLEMENTAL CASH FLOW DISCLOSURES:
   Income and asset taxes paid                             Ps.      68,991   Ps.    127,523     Ps.     61,497     $       8,159
   Employee profit sharing paid                            Ps.      18,668   Ps.     33,274     Ps.      8,214     $       1,090
   Interest paid                                           Ps.     129,791   Ps.    159,685     Ps.    335,667     $      44,533
                                                                                                             


                                             The accompanying notes are an integral part of these consolidated statements.





           CONSORCIO G GRUPO DINA, S.A. DE C.V. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   AS OF DECEMBER 31, 1993, 1994 AND 1995
                   EXPRESSED IN CURRENCY WITH PURCHASING
                         POWER AS OF MARCH 31, 1996
    (Stated in thousands of Mexican pesos and thousands of U.S. dollars)



1.       Activities, Basis of Consolidation and Presentation

         The financial statements of Consorcio G Grupo Dina, S.A. de C.V.
and the subsidiaries in which it is the controlling stockholder
(collectively, "the Company") are presented on the basis of generally
accepted accounting principles in Mexico ("Mexican GAAP"). Certain
accounting practices applied by the Company that conform with Mexican GAAP,
do not conform with generally accepted accounting principles in the United
States ("U.S. GAAP"). See Notes 23 and 24 for explanation of differences
and reconciliation of net income and stockholders' equity to U.S. GAAP.

         Consorcio G Grupo Dina, S.A. de C.V. is a subsidiary of Grupo
Empresarial G, S.A. de C.V. and is the controlling stockholder of a group
of companies engaged in the manufacture and sale of trucks and buses. As
discussed in Note 2, during 1994 Motor Coach Industries International, Inc.
("MCII"), a U.S. Corporation, was acquired. MCII manufactures and sells
coaches and coach parts in the United States (U.S.) and Canada.

         Because of the severe decline in demand for buses during 1994 and
1995, and the reduction in demand for trucks in 1995, DINA laid off plant
workers and employees. The utilization of plant capacity also decreased and
the bus and truck plants were closed for significant periods of time. The
depreciation of the plants during the shut-down period is presented as
"cost of idle plant" and the severance expense related to the layoffs are
included in "restructuring charges" (see Note 26), in the accompanying
consolidated statements of income (loss).

         Consolidated financial statements include the financial statements
of Consorcio G Grupo Dina, S.A. de C.V. and its subsidiaries. The major
subsidiaries are Dina Camiones, S.A. de C.V., Dina Autobuses, S.A. de C.V.,
Plasticos Automotrices Dina, S.A. de C.V., Dina Comercializadora, S.A. de
C.V. (collectively DINA or the Mexican subsidiaries) and Motor Coach
Industries International, Inc. and its subsidiaries (MCII or the U.S.
subsidiary). The consolidated statements of income (loss) and changes in
financial position include the transactions of MCII as of the date of
acquisition. All significant intercompany transactions and balances have
been eliminated in the accompanying consolidated financial statements.

         U.S. dollar amounts shown in the financial statements have been
included solely for the convenience of the reader and are translated from
Mexican pesos, as a matter of arithmetic computation only, at the rate
quoted by the Banco de Mexico for March 31, 1996 of 7.5375 Mexican pesos
per U.S. dollar. Such translation should not be construed as a
representation that the peso amounts have been or could be converted into
U.S. dollars at this or any other rate.

         Certain amounts in the financial statements at December 31, 1994
and 1993 have been reclassified in order to conform with the presentation
of the financial statements at December 31, 1995.

         The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of management's
estimates.

2.       Acquisition of MCII

         On August 8, 1994, DINA acquired all of the outstanding shares of
MCII for an aggregate consider- ation of $311,627. The transaction was made
through the exchange of 54,225,462 Series "L" shares of DINA for 51% of the
outstanding shares of MCII, with the remaining 49% of the outstanding
shares exchanged for a face amount of $163,993 of 8% convertible
subordinated debentures. To guarantee the convertibility of this debt,
24,624,278 Series "L" shares and 32,749,940 common shares were placed in
treasury.

         The acquisition was accounted for as a purchase which resulted in
a preliminary adjustment of all outstanding assets and liabilities of MCII
to their estimated fair value on the date of the acquisition. MCII is also
in the process of obtaining additional information to quantify the
potential liability related to certain U.S. and Canadian tax contingencies.
MCII does not expect a significant liability. Once those amounts have been
quantified, the contingencies may be recorded as an additional purchase
accounting adjustment. The excess of the consideration exchanged by DINA
over the estimated fair value of the net assets acquired, based upon the
preliminary purchase accounting adjustment, was $234,064 and is being
amortized for Mexican GAAP over 20 years using the straight-line method.
The amount amortized from the acquisition date to December 31, 1994 and for
1995 was Ps.19,700 and Ps.108,641, respectively, and is included in
administration expenses.

3.       Significant Accounting Policies

         The accompanying financial statements are presented in "Mexican
pesos" (Ps.), which is the name of the "new Mexican pesos" (NPs.) as of
January 1, 1996.

         The significant accounting policies followed by the Company, which
are in accordance with Mexican GAAP, are summarized below:

     Change in Accounting Policy-

         Beginning in 1995, Bulletin A-8 issued by the Mexican Institute of
Public Accountants became effective. This bulletin requires that if there
are no accounting principles in Mexico which specifically address a
transaction, international accounting standards, or the accounting
principles of the country most closely related to the Company's operations,
must be used. Therefore, as of 1995, the Company began using "pushdown"
accounting to reflect the acquisition of MCII. The goodwill related to the
purchase is now considered an asset of MCII, and is converted to pesos
using the method explained below. This change resulted in an increase in
the peso amount of goodwill of Ps.982,366 and a corresponding increase in
"cumulative translation adjustment" in stockholders' equity. In addition,
amortization of goodwill increased by Ps.55,719 for 1995, which was
recorded in the fourth quarter of 1995. The increase in goodwill in pesos
in the consolidated financial statements also resulted in an increase in
the amount of exchange loss which can be included in the "cumulative
translation adjustment" rather than results of operations. This change
resulted in a reduction of exchange loss of Ps.274,976 compared to the
amount computed without using "pushdown" accounting. The gain on monetary
position decreased by Ps.551,065 because the debt is now included on MCII's
financial statements and the U.S. inflation index was applied.

     Basis of Conversion of Financial Statements of U.S. Subsidiary-

         The accounts of MCII are prepared in U.S. dollars as the
functional currency and have been converted to Mexican pesos in conformity
with International Accounting Standards No. 21 (now incorporated as a
supple- ment to Mexican GAAP) "The Effects of Changes in Foreign Exchange
Rates and Translation of Financial Statements in Foreign Currency", which,
as applied to MCII, does not differ significantly from U.S. Statement of
Financial Accounting Standards N-52 "Foreign Currency Translation".

         The conversion to Mexican pesos was as follows:

- - -        The effects of inflation on the financial information as described
         below have been recognized using the consumer price index for the
         U.S.

- - -        All of the balance sheet accounts, except for capital stock, have
         been converted using the exchange rate in effect at the balance
         sheet date.

- - -        The capital stock was converted at the exchange rate in effect at
         the date of the acquisition of MCII.

- - -        The statement of income was converted at the average exchange rate
         for the applicable month.

         The accounts of MCII were also converted to Mexican GAAP for
inclusion in the consolidated financial statements of the Company presented
in Mexican GAAP. See Note 23 for differences between U.S. and Mexican GAAP.

     Recognition of the Effects of Inflation on the Financial Statements-

         The consolidated financial statements of the Company have been
prepared in accordance with Bulletin B-10, "Recognition of the Effects of
Inflation on Financial Information," as amended, issued by the Mexican
Institute of Public Accountants, which recognizes the effects of inflation,
and, accordingly, the financial statements have been restated to the
purchasing power of the Mexican peso as of March 31, 1996, using the
Mexican National Consumer Price Index (the "NCPI"), published by the Banco
de Mexico. In this manner, the financial statements are comparable with
those of previous years, as all are stated in currency of the same
purchasing power.

         To recognize the effects on inflation in terms of Mexican pesos
with purchasing power as of yearend, the procedures were as follows:

- - -        Balance sheet:

         Inventory costs include labor, material and factory overhead.
         Inventories are stated at the lower of replacement cost or
         realizable value. Cost of sales are stated utilizing the
         replacement cost at time of sale.

         Property, plant and equipment are restated to net replacement
         cost, as determined by independent appraisers or using inflation
         indices for the U.S. subsidiary. Depreciation is calculated based
         on those values and the useful lives as determined by the
         appraisers.

         The goodwill amortization is computed using the straight-line
         method over 20 years.

         Capital stock and retained earnings are restated applying the
         NCPI. The restatement represents the amount necessary to maintain
         stockholders' equity in terms of the purchasing power of the
         amount originally invested or retained.

         The cumulative effect of restatement primarily represents the gain
         or loss from holding nonmonetary assets, and is determined by
         comparing the replacement values versus the value obtained from
         applying factors derived from the NCPI, in the restatement of
         nonmonetary assets (mainly inventories and property, plant and
         equipment).

- - -        Statement of income:

         Revenues and expenses which are associated with a monetary item
         (cash, trade receivables, liabilities, etc.) are restated from the
         month in which they arise through yearend, based on factors
         derived from the NCPI.

         Costs and expenses associated with nonmonetary items are restated
         through yearend, as a function of the restatement of the
         nonmonetary asset which is being consumed or sold.

         The comprehensive result of financing represents the sum of
         interest earned and incurred, exchange gains and losses and the
         gain or loss from monetary position, which is the result of
         maintaining monetary assets and liabilities whose real purchasing
         power is affected by inflation. During each of the three years
         ended December 31, 1993, 1994 and 1995 monetary liabilities
         exceeded monetary assets; consequently, there was a gain from
         monetary position during each of those years.

- - -        The statement of changes in financial position presents the
         changes in constant currency, based on the financial position as
         of the beginning of the year, restated to currency of the current
         yearend.

     Cash Equivalents-

         Cash equivalents consist of unsecured short-term investments from
banks at fixed rates plus accrued interest, with a maturity of less than 3
months.

     Investment in Equity Securities-

         The investment in equity securities in which the Company has
significant influence are recorded under the equity method. Investments in
which the Company holds 10% or less of the outstanding shares are recorded
at cost (as restated).

     Income Taxes and Employee Profit Sharing-

         The provisions for income taxes and employee profit sharing are
calculated based on taxable income, which differs from book income due to
certain permanent and temporary differences in the recognition of income
and expenses for tax and book purposes. Deferred taxes and deferred
employee profit sharing are not provided for recurring temporary
differences which are expected to be replaced by temporary differences of a
similar nature and amount.

     Transactions in Foreign Currency-

         Transactions in foreign currency are recorded at the rate of
exchange in effect at the date of the transaction. Foreign currency assets
and liabilities are adjusted to the rate of exchange at the end of the
year. Any gain or loss resulting from the translation is included in the
income statement.

     Warranty Expense-

         Most of DINA's warranty costs are paid by the suppliers of engines
and other purchased parts. A warranty reserve has been established for the
estimated amounts to be incurred which are not covered by DINA's suppliers.

         MCII establishes an accrual for warranty claims at the time of
sale, based on management's estimate of future warranty liabilities. Actual
warranty expenditures are charged to the accrual as incurred, and
periodically the accrual is reviewed for adequacy in light of actual
experience and adjustments are recorded if necessary.

     Earnings per Share-

         The Company issued 10,000 shares in 1989, 1,853,480 shares on
January 18, 1990 and 6,216,484 shares on August 29, 1991. On March 31 and
April 1 of 1993, 33,966,810 shares were issued in an initial public
offering. On August 8, 1994, 54,225,686 shares were issued in connection
with the acquisition of MCII. Except for 1,200,000 shares of the January
18, 1990 issuance and the shares exchanged for shares of MCII, all of the
shares were issued in exchange for cash. The Company determined its
earnings per share based on the weighted average number of shares
outstanding during the years ended December 31, 1993, 1994 and 1995.

4.       Foreign Currency Position

         Since the devaluation of the Mexican peso in December 1994, there
has been significant instability in the financial and exchange rate
markets.

         At December 31, 1995, the DINA's assets and liabilities
denominated in foreign currency are represented principally by U.S. dollars
and were converted at the exchange rate of 7.7396 Mexican pesos per U.S.
dollar. The assets and liability of MCII are denominated in U.S. dollars
and Canadian dollars. The Company's foreign currency position expressed in
thousands of U.S. dollars was as follows:



                                                DINA                     MCII                    Total
                                                                          (a)
                                                                                            
    Assets-
      Current                             $        21,758         $      229,626           $     251,384
      Long-term (includes goodwill
         of MCII)                                  16,015                377,803                 393,818
                                                   37,773                607,429                 645,202
    Liabilities-

      Current                                      16,133                 72,793                  88,926
      Long-term                                   300,847                239,828                 540,675

                                                  316,980                312,621                 629,601
      Net asset (liability) position in
         foreign currency                 $      (279,207)        $      294,808           $      15,601


_________________

(a)      For the purpose of this information amounts are presented in
         accordance with U.S. GAAP.


         As explained in Note 22, MCII enters into foreign exchange forward
contracts to hedge certain firm and anticipated purchase commitments which
are settled in Canadian dollars, amounting to $52,902,000 Canadian dollars.

         At February 29, 1996, the unaudited foreign currency position was
similar to that at December 31, 1995, and the exchange rate was 7.6296
Mexican pesos per U.S. dollar.

         Significant transactions in foreign currency undertaken by DINA
during 1994 and 1995 were as follows:



                                                                1994                      1995

                                                                                         
    Export sales                                           $      23,498             $      58,085
    Purchases other than fixed assets                           (182,883)                  (26,513)
    Interest paid                                                (26,252)                  (34,313)
    Technical support                                             (3,505)                     (638)
      Net                                                  $    (189,142)            $      (3,379)

5.  Cash and Cash Equivalents

    Cash and cash equivalents include:

                                                                1994                      1995

    Cash                                                   Ps.    19,789             Ps.     5,868
    Unsecured short-term investments from banks
      at fixed rates of interest with maturities less
      than 3 months                                              419,608                   278,466
                                                           Ps.   439,397             Ps.   284,334


6.  Notes and Accounts Receivable

    Notes and accounts receivable include:
                                                                1994                      1995
    Trade                                                  Ps.   747,216             Ps.   603,513
    Current portion of long-term notes receivable                124,159                    63,045
    Less- Allowance for doubtful accounts                        (83,829)                  (58,544)
                                                                 787,546                   608,014
    Short-term portion of receivable from
      trust for stock sales plan                                   4,123                     2,712
    Refundable income tax                                         50,265                    15,831
    Refundable asset tax                                           2,158                     6,928
    Refundable value added tax                                    29,978                    16,118
    Other                                                         75,122                    86,176
                                                           Ps.   949,192             Ps.   735,779

    The changes in the allowance for doubtful accounts were as follows:

                                                       1993                  1994                  1995
    Beginning balance                             Ps.      3,100        Ps.     6,756         Ps.   150,029
    Acquisition of MCII                                        -               14,550                     -
    Provision                                              4,077              129,431               125,180
    Charge-offs                                             (193)                   -                (1,710)
    Recoveries                                                 -                 (263)                 (127)
    Effect of inflation                                     (228)                (445)              (60,743)
      Ending balance                              Ps.      6,756        Ps.   150,029         Ps.   212,629



         The balance of the allowance for doubtful accounts is as follows:



                                                            1993                  1994                  1995

                                                                                                    
         Current                                       Ps.      6,756        Ps.    83,829         Ps.    58,544
         Long-term                                                  -               66,200               154,085
           Total                                       Ps.      6,756        Ps.   150,029         Ps.   212,629

7.       Inventories


         Inventories consist of the following:


                                                                     1994                      1995

                                                                                               
         Finished goods                                        Ps.  1,162,272            Ps.   1,032,271
         Work in process                                              305,186                    352,530
         Raw materials                                                840,355                    666,598
         Merchandise in transit and advances to suppliers              64,308                     23,124
                                                                    2,372,121                  2,074,523
         Less- Allowance for obsolete and slow-moving
           items                                                     (231,937)                  (224,701)
                                                               Ps.  2,140,184            Ps.   1,849,822




         The changes in the allowance for obsolete and slow-moving items were as follows:

                                                            1993                  1994                  1995
                                                                                                    
         Beginning balance                             Ps.     18,966        Ps.    22,302         Ps.   231,937
         Acquisition of MCII                                        -               97,159                     -
         Provision                                              5,221              132,247                78,997
         Sales of obsolete
           inventory                                             (327)             (14,559)              (44,280)
         Effect of inflation                                   (1,558)              (5,212)              (41,953)
           Ending balance                              Ps.     22,302        Ps.   231,937         Ps.   224,701


8.       Long-Term Notes and Accounts Receivable

         Long-term notes and accounts receivable include:


                                                                     1994                      1995

                                                                                               
         Notes receivable                                      Ps.    562,149            Ps.     649,049
         Less- Allowance for doubtful
           accounts                                                   (66,200)                  (154,085)
                                                                      495,949                    494,964
         Receivable from trust for stock sales plan                     9,597                      5,247
                                                               Ps.    505,546            Ps.     500,211




         The maturity of notes receivable, net of reserves, is as follows:

             Year
         1996                                       Ps       63,045
         1997                                                51,006
         1998                                                82,085
         1999                                                83,360
         2000 and thereafter                                278,513

           Total                                            558,009

           Less-current portion                             (63,045)

           Long-term notes receivable               Ps.     494,964

     Notes Receivable-

         DINA-

         In January 1996, DINA restructured all its accounts receivable
from Autobuses Estrella Blanca, S.A. de C.V. (EB), Autotransportes Tres
Estrellas de Oro, S.A. de C.V. (TEO) and both companies' licensees, though
a global restructuring agreement. As a result of this global restructuring,
all balances payable to DINA were renegotiated using as a reference "Units
of Investment" (UDIS) which value changes based on the Mexican inflation
rate. The principal balance, increased for inflation, will be payable in
equal monthly installments over six years beginning July 1, 1997. These
balances will bear interest at a rate of 10% over the monthly reference
value of UDIS payable beginning February 29, 1996. This agreement will be
prepared individually for each specific company and/or licensee.

         At December 31, 1995, the account receivable from TEO and its
licensees amounts to US$25 million and was translated to Mexican pesos at
the exchange rate of $4.50 per US dollar, included in the above mentioned
restructuring. The difference between the exchange rate at year end and
$4.50 was recorded as expense and a reserve established at December 31,
1995.

         These accounts receivable are guaranteed with the buses acquired,
as well as with the shares of EB and TEO, which will allow DINA to operate
the related units to ensure the collection of its receivables. The
accompanying financial statements include the effect of this restructuring
at December 31, 1995 and the related accounts receivable have been
classified as long-term.

         In addition to the restructuring, DINA initiated procedures with
Fondo Bancario de Proteccion al Ahorro (Banking Fund for the Protection of
Savings (FOBAPROA)), to transfer its balances receivable from EB and TEO to
FOBAPROA, and use the resources obtained from this transfer in the
capitalization of Arrendadora Financiera Dina, S.A. de C.V. (related
party), so that this company may obtain additional financing to sell DINA
products in the future. These transactions are in the process of being
formalized and are expected to be concluded by the end of May 1996.
FOBAPROA has verbally agreed to purchase the receivables at a discount of
20.5%, which is equivalent to $59,213. The accompanying financial
statements include a reserve for this amount. The Company's management does
not expect any changes in the percent of discount.

         The account receivable from Union de Credito para el
Autotransporte, S.A. de C.V., which acted as an intermediary between DINA
and EB and its licensees, was ceded to DINA together with the underlying
rights, effective retroactively as of December 31, 1995 and is included in
the above mentioned restructuring and has also been classified under
long-term receivables at December 31, 1995.

         The notes receivable, net of reserves, due to DINA from its
intercity bus customers, restructured as of December 31, 1995 are as
follows:

   Autobuses Estrella Blanca, S.A. de C.V.                     Ps.     131,254
   Autotransportes Tres Estrellas de Oro, S.A. de C.V.
     (Tres Estrellas de Oro)                                            17,387
   Licensees of Tres Estrellas de Oro                                   80,991
        Total restructured                                     Ps.     229,632



         MCII-

         During the year ended December 31, 1995 and the five month period
ended December 31, 1994, MCII sold $42,366 and $21,486 of its notes
receivable for $44,126 and $22,386 respectively. MCII has agreed to
repurchase, for the unpaid balance, any contract for which there has been a
material breach of any warranty, representation, covenant or other
obligation of MCII as specified in the contract. In the case of default by
a debtor, the purchaser, after taking possession of the underlying
collateral equipment, may permit MCII to remarket the equipment. MCII is
required to reimburse the purchaser for any losses as a result of defaults
up to an aggregate of $8,467 at December 31, 1995.

         On October 13, 1993, the Company advanced to Grupo Empresarial G
$30,000 at a rate of 11%, which was paid on November 15, 1993. During 1994
and 1995, the Company advanced Ps. 10,814 and Ps. 3,415, respectively to
Grupo Empresarial G, unsecured, which bears interest at 3% over the average
bank cost of funds.

     Receivable from Trust for Stock Sales Plan-

         In 1992, the Company created a trust with Inverlat, to establish a
stock sales plan for the executives of DINA. The trust is managed in
accordance with instructions set forth by a Technical Committee, which
consists of the principal stockholders and certain executives of the
Company.

         The initial contribution was used to subscribe and pay for
8,234,360 common shares without par value, at a price of Ps.3.04 per share.

         At December 31, 1992, the trust completed the sale of the shares
to the executives of DINA subject to the following conditions:

         -  The sale will be in equal installments over ten years. The
            payment to the trust must be made within 365 days of the
            signing of the sales contract for each year.

         -  The contract automatically expires should the executive cease
            to be employed at any of the Group's companies, and the
            employee will forego the right to receive any remaining shares
            under the contract.

         The consolidated financial statements of the Company reflect the
account receivable from the trust at its present value which at December
31, 1995 was Ps.7,959, of which Ps.5,247 is long term.

         The account receivable from the trust is recorded as an asset.
Furthermore, no compensation expense has been or will be recorded in
connection with this program.

9.       Property, Plant and Equipment

         Property, plant and equipment consist of the following:

                                                  1994              1995
         Buildings and improvements         Ps.    972,924    Ps.   1,094,557
         Machinery and equipment                   774,354            772,039
         Transportation equipment                  133,314            296,000
         Furniture and fixtures                    117,753             93,998
                                                 1,998,345          2,256,594
         Less- Accumulated depreciation           (744,791)          (816,513)
                                                 1,253,554          1,440,081
         Land                                      114,244            102,126
                                            Ps.  1,367,798    Ps.   1,542,207

         The average annual depreciation rates are as follows:
                                              1994                  1995
         Buildings and improvements         3% to 25%             3% to 25%
         Machinery and equipment            6% to 33%             8% to 33%
         Transportation equipment           9% to 20%             4% to 20%
         Furniture and fixtures                11%                   8%

10.      Discontinued Operations of MCII

         In November 1993, the Board of Directors of MCII approved a plan
of disposition of the transit manufacturing segment of MCII. This decision
was based upon management's review of market activities, business
prospects, competitive bidding, evaluation of backlogs, economic value
analysis, and opportunities for cost reduction, which indicated that the
transit manufacturing business would not achieve acceptable profitability
in the foreseeable future. As a result of this decision, this segment was
classified as discontinued operations in 1993.

         In November 1994, MCII sold the fixed assets and certain of the
inventory of the transit manufacturing business, as well as the right to
manufacture, remanufacture and distribute transit buses previously made by
MCII, for an aggregate consideration of $14,947, of which $4,877 was in the
form of a note receivable and the remainder was in cash. Additionally, the
purchaser, for a period of five years from the sale date, has agreed not to
distribute parts for transit buses previously manufactured by MCII. MCII
retained all other assets and all of the remaining liabilities of the
transit manufacturing business.

         The summarized balance sheet of the of transit manufacturing
segment at December 31, 1994 and 1995 was as follows (stated in thousands
of U.S. dollars):


                                                    1994              1995
   Assets-
     Accounts receivable                      $       32,257    $     18,247
     Inventories                                      20,878               -
     Other current assets                              3,997           2,548
     Deferred taxes and other assets                  23,509          17,230
                                              $       80,641    $     38,025
   Liabilities and investment and advances-
     Accounts payable                         $        1,598    $        378
     Other current liabilities                        28,460          12,858
     Other liabilities                                 2,929           1,345
     MCII's investment and advances                   47,654          23,444
                                              $       80,641    $     38,025

         The following is a summary of the operating results of the transit
manufacturing segment for the five month period ended December 31, 1994 and
the year ended December 31, 1995:

                                                          1994          1995

   Revenues                                          $  50,767      $  24,278
   Operating cost and expenses                          51,283         24,881
                                                          (516)          (603)
   Income tax benefit                                      199            232

     Losses charged to discontinued operations
        reserve                                      $    (317)     $    (371)

11.      Research and Development of Technology

         Two subsidiaries of the Company have a trust arrangement to
earmark deductible funds for research and development of technology for the
companies. The companies will be authorized to make use of these funds for
specific purposes, and the fund may be increased by future contributions in
accordance with the provisions of the contract, or by interest, dividends
and capital gains earned by the fund.

         The fund was established in 1990 and no subsequent cash
contributions were made. During 1993, Ps.20,018 was used for research and
development and is included in expenses. There were no expenditures for
research and development in 1994 and 1995. The balance of the fund as of
December 31, 1995 was Ps.19,496 and is included in other assets.

         MCII has undertaken a research and development project with the
cooperation of the Government of Canada and the Province of Manitoba.
Agreements were entered into between the parties for the research and
development project which includes commitments for contributions. During
the five month period ended December 31, 1994 and the year ended December
31, 1995 MCII recorded $698 and $3,305, respectively from the contribution
programs, which has been applied against research and development expenses.
Contributions may be repayable should the project not be completed. As of
December 31, 1995, the amount of such contributions totaled $6,033.

12.      Bank Loans

         Short-term bank loans were as follows:

                                                    Average        Weighted
                                    Weighted        Amount          Average
                     Balance at      Average      Outstanding    Interest Rate
                     End of the     Interest      During the      During the
                        Year          Rate         Year (a)        Year (b)

           1994     Ps.  141,300      23.63%     Ps.  176,782        19.99%

           1995     Ps.   14,827      60.03%     Ps.   35,282        61.06%

(a)      Average amounts outstanding were calculated by dividing the
         average monthly borrowings by the number of months during the
         year.

(b)      The weighted average interest rates were calculated by dividing
         the total interest expense during the year by the average amounts
         outstanding as calculated in (a) above.

13.      Other Payables and Accrued Expenses

         Accounts payable and accrued expenses consist of the following:

                                                1994                1995

         Taxes other than income tax      Ps.     86,708      Ps.     119,037
         Commissions                               2,873               10,085
         Interest payable                         60,281               89,581
         Warranty reserve                         43,216               45,124
         Other                                   384,478              197,798
                                          Ps.    577,556      Ps.     461,625

14.      Long-Term Debt

         An analysis of long-term debt is as follows:

                                                1994                1995

         Eurobonds                        Ps.  1,233,711      Ps.   1,257,878
         Subordinated convertible 
           debentures                          1,348,792            1,375,213
         Bank credit facility                    575,732              771,499
         Term notes payable                    1,028,093            1,048,232
         Other                                     2,273               14,827
         Less-
           Discount on issuance of 
             subordinated convertible 
             debentures                          (79,951)            (110,228)
           Current maturities of 
             long-term debt                       (1,386)             (14,827)
                                          Ps.  4,107,264      Ps.   4,342,594

         As of December 31, 1995, MCII had available short-term lines of
credit totaling Ps.338,193.

     Eurobonds-

         On November 18, 1992 Eurobonds through Guaranteed Notes with a
principal amount of $150,000 were issued. The 10.5% Guaranteed Notes are
due November 18, 1997 with interest payable semi-annually in arrears on May
18 and November 18. See Note 28 c) for explanation of Exchange Offer for
these Eurobonds.

         The terms of the Eurobonds restrict the disposition of the stock
of subsidiaries and fixed assets unless the proceeds are subsequently
reinvested, and limit the pledging of assets or granting of guarantees on
additional debt. The Eurobonds are guaranteed by each of Dina Camiones,
S.A. de C.V., Dina Autobuses, S.A. de C.V. and Dina Comercializadora, S.A.
de C.V., subsidiaries of the Company.

         As of the date of issuance of these financial statements, the
Company is in compliance with these restrictions.

     Subordinated Convertible Debentures-

         On August 8, 1994, DINA issued subordinated convertible debentures
for $163,993, with a discount of $14,759, due in August 2004, with interest
payable semi-annually at 8%, net of certain taxes. DINA has the option of
redeeming the debentures after three years and before 5 years with a
prepayment penalty, if the market price of the American Depositary shares
(ADS) of Series "L" stock of the Company exceeds $22.86 for a specified
period of time. The debentures are convertible at the option of the holder
to 56.88 ADSs per one thousand dollars of principal amount. The discount
will be amortized through August 2004 on a straight-line basis.

     Bank Credit Facility-

         Long-term bank credits are available to MCII from participating
banks under an agreement (the "Bank Credit Facility") which provides up to
$125,000 for borrowing purposes, of which up to $35,000 is available for
issuance of standby letters of credit. Borrowings were available at
December 31, 1995 on a revolving basis until July 31, 1998. At December 31,
1995, there were borrowings of $92,000 outstanding under the Bank Credit
Facility and $6,920 of standby letters of credit were issued.

         Canadian revolving credit loans are available to a subsidiary of
MCII which provide for loans up to the Canadian equivalent of $7,329, of
which no amounts were outstanding at December 31, 1995. Borrowings were
available at December 31, 1995 on a revolving basis until January 31, 1996,
with outstanding borrowings then converting into a term loan repayable in
36 equal monthly installments.

         The interest rates applicable to borrowings under these agreements
are, at MCII's option, indexed to the bank prime rate or the London
Inter-banking Offering Rate ("LIBOR"), plus appropriate spreads over such
indices during the period of each borrowing agreement. The agreements also
provide for commitment fees. Such spreads and fees can change based upon
changes in MCII's financial ratios. Annually, with the participating banks'
consent, the term of the agreements may be extended for one year.

     Term Notes Payable-

         MCII has $125,000 of term notes payable which are due in annual
installments of $25,000 beginning in November 1998 and extending through
November 2002. Interest on the notes is at a fixed rate of 9.02%, however,
MCII has entered into an interest rate swap agreement which effectively
changes the interest rate on the notes to LIBOR plus 1.14%. During 1995,
MCII terminated $62,500 of the swap in exchange for $4,950 which will be
amortized as a reduction of interest expense over the remaining life of the
notes. As a result, the effective interest rate on $62,500 of the notes is
at LIBOR plus 1.14% and $62,500 is at a fixed rate of 7.44%.

         MCII long-term debt agreements include various restrictive
covenants and require the maintenance of certain defined financial ratios
with which MCII is in compliance.

         At February 29, 1996, the Company has guaranteed revolving lines
of credit on behalf of a related company in an amount of Ps.21,453. There
are also other guarantees between affiliates for Ps.15,727.

         Long-term debt maturities are as follows:

                                         1994                      1995
         1996                      Ps.        887            Ps.           -
         1997                           1,809,443                  1,257,878
         1998                             205,619                    981,145
         1999                             205,619                    209,646
         2000 and thereafter            1,885,696                  1,893,925
                                   Ps.  4,107,264            Ps.   4,342,594

15.      Stockholders' Equity

         On March 23, 1995 the stockholders voted to cancel the dividends
declared in August 1994, unpaid as of December 31, 1994, which totaled
Ps.44,513.

         At December 31, 1994 and 1995, capital stock consisted of the
following:



                                                                      Number of Shares
                                                                   Common          Series "L"           Amount

                                                                                                       
         Nominative shares without par
             value, represented by fixed
             capital not subject to withdrawal
             and of free subscription                           203,800,450                   -      Ps.   126,999
         Nominative shares with no par
             value, sub-series 2/94 and 1/94,
             represented by variable capital,
             freely subscribable, and which
             may not exceed 10 times fixed
             capital.  Series L shares have
             limited voting rights and may
             not exceed 25% of capital                           32,749,940          78,849,964             69,546
                                                                236,550,390          78,849,964            196,545
         Less- Unissued shares                                  (32,749,940)        (24,624,278)           (35,754)
             Capital stock outstanding                          203,800,450          54,225,686      Ps.   160,791



         In accordance with the by-laws of the Company, foreign investors
may purchase up to 49% of the shares of the Company.

         Dividends paid by the Mexican subsidiaries are not subject to
income taxes, as long as they are paid from "net taxable income" ("UFIN").
For the minority stockholders, dividends not paid from UFIN must include a
34% income tax. The majority stockholders are not subject to income tax
withholding because the Company is a tax controlled entity under the rules
of consolidation for tax purposes. If capital is reduced, the excess of the
reduction over price-level adjusted paid-in capital will be taxable as a
dividend in accordance with the formula prescribed by Mexican tax law.

         The annual net income of each Mexican subsidiary is subject to a
legal requirement that 5% thereof be transferred to a legal reserve each
year until the reserve equals 20% of capital stock. This reserve is not
available for distribution to stockholders during the existence of the
Company, except in the form of a stock dividend.

16.      Tax Environment

DINA-

     Income and Asset Tax-

         DINA is subject to income and asset taxes. Income tax is computed
by taking into consideration the taxable and deductible effects of
inflation, such as depreciation calculated on restated asset values, the
deduction of purchases in lieu of cost of sales, which permit the deduction
of current costs, and taxable income is increased or reduced by the effects
of inflation on certain monetary assets and liabilities through the
inflationary component. Income taxes are calculated in terms of currency
when the transaction occurred and not in terms of currency at the end of
the period.

         The objective of the Mexican Income Tax Law is to tax or to allow
the tax deduction of the interest in- come/expense and/or the foreign
exchange gain/loss in real terms, that is, deducting from the nominal
amount its inflationary component in a calculation similar to that used to
determine the comprehensive financing result in the Statement of Income.

         The asset tax is computed at an annual rate of 1.8% (2% through
1994) of the average of the majority of restated assets less certain
liabilities, and the tax is paid only to the extent that it exceeds the
income tax of the period. Any required payment of asset tax can be offset
against the excess of income tax over asset tax in the following ten years.

         The provisions for income taxes and employee profit sharing have
been determined on the basis of the separate taxable income (loss) of each
individual company. Grupo Empresarial G (the Company's parent) is permitted
by the Mexican tax authorities to file a consolidated return.

     Employee Profit Sharing-

         Employee profit sharing is calculated based on taxable income,
after certain adjustments, primarily depreciation, the tax gain or loss on
monetary position and exchange gains or losses when realized. The
difference between the statutory rate of 10% and the actual provision
represents timing differences in the recording of employee profit sharing.
Under Mexican GAAP, recording the effect of these timing differences is not
required.

     Tax Loss Carryforwards and Recoverable Asset Tax-

         At December 31, 1995 DINA had the following tax loss carryforwards
and recoverable asset tax, which will be indexed for inflation through the
date used to offset future taxable income or income tax payable,
respectively:


                                       Tax Loss
        Year of Expiration           Carryforward                  Asset Tax

               1999                  Ps.         -              Ps.   12,315
               2000                              -                     9,568
               2001                          3,657                     7,652
               2002                         20,424                    12,811
               2003                          4,480                     7,626
               2004                        854,024                    13,920
               2005                        196,077                    28,463
                                     Ps. 1,078,662              Ps.   92,355

MCII-

         MCII's U.S. subsidiaries are included in MCII's consolidated U.S.
federal and other applicable income tax returns. Taxable income of MCII's
Canadian subsidiaries is included in separate tax returns filed in Canada.
MCII is also subject to various state income taxes.

         The deferred tax asset of Ps.244,943 represents the future tax
benefit to be received from deductions for U.S. tax purposes.

         At December 31, 1995 MCII had $34,713 of tax loss carryforwards
which will expire as follows:

                                                    Tax Loss
                Year of Expiration                Carryforwards

                       2007                      $     2,690
                       2008                            6,261
                       2009                           22,988
                       2010                            2,774
                                                 $    34,713

17.      Provision (Benefit) for Income Tax

         The following items represent the principal differences between
Mexican income tax computed at the statutory tax rate and the Company's
Mexican Subsidiaries' provision for income tax for 1993:

            Statutory tax rate                                 34.75%
            Permanent differences:
               Gain from monetary position                   (7.57)
               Inflationary component                           5.98
               Non-deductible items                             1.35
               Other                                            5.21
            Temporary differences:
               Depreciation                                  (11.99)
               Cost of sales vs. purchases,
                  labor and overhead                         (1.00)
               Advance payments from customers               (28.21)
               Reserves                                         1.63
               Advance payments to suppliers                    7.83
               Subsidiaries with tax losses                     9.85
            Effective tax rate                                 17.83%


         During 1994 and 1995, the Company's Mexican subsidiaries recorded
a book loss but no net income tax benefit. The Company's U.S. subsidiary
recorded income tax expense, which under Mexican GAAP does not include
temporary differences. Therefore, these differences must be shown in the
reconciliation of the statutory rate to the effective rate.





                                                           1 9 9 4                                      1 9 9 5
                                          ----------------------------------------    -------------------------------------------
                                              DINA          MCII          Total           DINA           MCII           Total
                                                                                                            
Tax (benefit) expense at statutory rate   Ps.(319,417)    Ps.20,592    Ps.(298,825)   Ps.(232,911)   Ps. 103,147     Ps.(129,764)

Permanent differences-
    Gain from monetary position               (14,752)       (7,297)       (22,049)       (65,102)        14,462         (50,640)
    Inflationary component                     22,238             -         22,238        107,891              -         107,891
    Non-deductible items                        5,936             -          5,936         41,061              -          41,061
    Intangible amortization                         -         8,977          8,977              -         11,718          11,718
    State income taxes                              -         2,317          2,317              -          5,484           5,484
    Canadian tax differences                        -         3,097          3,097              -          4,518           4,518

Temporary differences-
    Depreciation                              (16,346)            -        (16,346)       (11,528)             -         (11,528)
    Cost of sales vs. purchases,
       labor and overhead                       8,652             -          8,652         74,212              -          74,212
    Reserves                                   55,718             -         55,718         43,096              -          43,096
    Net operating losses of discon-
       tinued operations                            -         5,460          5,460              -              -               -
    Other                                     (32,311)       (2,312)       (34,623)        (1,195)       (15,307)        (16,502)
    Tax loss carryforwards which
       will be used in the future             296,939             -        296,939         49,790              -          49,790
    Subsidiaries with taxable
       income                                 119,963             -        119,963              -              -               -
    Intercompany sales taxable to
       Mexican subsidiary                           -             -              -          8,349              -           8,349
 Income tax provision                         126,620        30,834        157,454         13,663        124,022         137,685
    Utilization of tax loss
       carryforwards                         (126,620)            -       (126,620)          (285)             -            (285)
                                          Ps.       -     Ps.30,834    Ps.  30,834    Ps.  13,378    Ps. 124,022     Ps. 137,400



         United States and Canadian income before income taxes for the five
month period ended December 31, 1994 and the year ended December 31, 1995
were as follows:

                                       1994                      1995

         United States           $        4,649            $        12,979
         Canada                           2,195                     22,916
                                 $        6,844            $        35,895

         MCII's U.S. federal income tax returns have been examined through
1990 and are currently being examined for 1991, 1992 and the seven month
period ended July 1993.

         MCII's Canadian income tax returns for 1982 through 1992 are
currently under review by Revenue Canada. Authorities have proposed
imputing additional income relating to transactions with a U.S. based
subsidiary of MCII. A formal reassessment has been issued by Revenue Canada
on the 1985 return. A notice of objection has been filed by MCII for 1985.
In the event of an adverse judgment, the additional income taxes for 1982
through 1992 could amount to up to $25,000 plus interest of approximately
$25,000 and, in addition MCII may be subject to potential reassessments for
years subsequent to 1992 on the same basis which could result in additional
income taxes and interest, all before recoveries of U.S. Federal income
taxes which may be available to offset a portion of any additional taxes
paid to Canada. Although MCII is in the process of obtaining additional
information, based upon its review of current relevant information,
including the advice of outside counsel, MCII is of the opinion that
Revenue Canada's arguments are without merit and that any liability from
this matter will not be material to its financial condition or results of
operations.

18.      Commitments

         The Company leases certain property and equipment used in its
operations under capital and operating leases with a net book value as of
December 31, 1995 of Ps.88,865.

         Rental expense was Ps.4,603, Ps.10,729 and Ps.25,157 for the years
ended December 31, 1993, 1994 and 1995.

         At December 31, 1995, the aggregate minimum rental commitments
under non-cancelable leases were approximately as follows:

                                                    Capital         Operating
                                                    Leases           Leases

            1996                                Ps.   2,676     Ps.   23,537
            1997                                      2,155           17,964
            1998                                      2,013           11,659
            1999                                      2,013            9,736
            2000 and thereafter                       1,678           21,401

              Total                                  10,535     Ps.   84,297

            Less- Interest                            5,967

            Present value of net minimum
              lease payments                          4,568
            Less- Current installments                4,568

            Long-term obligation at
              December 31, 1995                 Ps.       -


19.      Pension Plan Costs

DINA-

         Under Mexican Labor Law, companies are liable for severance
payments to employees terminated under certain circumstances. Additionally,
there is a liability under the union contracts for voluntary retirements by
plant employees with 5 or more years of service.

         The Company provides retirement pensions, seniority premiums,
incidental related death benefits and defined benefit pension plans that
cover substantially all employees of DINA. Seniority premiums are paid to
employees who leave the Company after fifteen years of service and are
based on number of years of service. For union employees, additional
seniority premiums are a part of the union contracts. The union contracts
also define the provision of the pension plans for union employees. The
benefits are revised periodically for all covered employees mainly in
conjunction with union negotiations.

         The largest subsidiaries established irrevocable trusts to cover
the employees' accrued benefits. No contributions were made during 1993,
1994 or 1995. The Company follows the funding recommendations of its
actuaries. At December 31, 1995, the balance of this fund amounts to
Ps.43,934 and the assets of the trust consist of stock traded on the
Mexican Stock Exchange (31%) and certain fixed-rate investments (69%).

MCII-

         Trusted, non-contributory and contributory pension plans cover
substantially all employees. Benefits for the non-contributory plans are
based primarily on final average salary and years of service. Funding
policies provide that payments to pension trusts shall be at least equal to
the minimum funding required by applicable regulations. Contributions and
cost for the contributory plans are determined as a percentage of each
covered employee's regular wages.

         The following rates, which include inflation, were used in
determining the actuarial present value of accumulated plan benefits for
the Company's pension plans:



                                                       December 31,
                                                     1994                          1995
                              1993           DINA           MCII            DINA           MCII

                                                                               
Discount rate                    9%             9%              8%            25%             8%
Salary increase rate             8%             8%              5%            20%             5%
Return on assets                11%            11%              9%            30%             9%



         The components of net periodic pension cost consist of the following:

                                                                 December 31,


                                                        1994                                   1995
                             1993         DINA          MCII         Total        DINA         MCII         Total

                                                                                           
Service cost               Ps. 5,743    Ps. 6,787    Ps. 3,091    Ps. 9,878     Ps.3,462     Ps.8,160     Ps.11,622
Interest on projected
    benefit obligation         6,102        5,710        2,434        8,144        3,175        8,551       11,726
Actual return on plan 
  assets                      (6,143)      (5,884)      (1,902)      (7,786)     (11,216)     (14,525)     (25,741)
Amortization of unrecognized
   obligations                 2,244          897        1,796        2,693         (828)      17,966       17,138
Net cost for the year      Ps. 7,946    Ps. 7,510    Ps. 5,419    Ps.12,929     Ps.(5,407)   Ps.20,152    Ps.14,745



Pension liability is as follows:



                                                                             December 31,
                                --------------------------------------------------------------------------------------------------
                                   1993                       1994                                      1995
                                --------   -----------------------------------------  --------------------------------------------
                                                              MCII                                      MCII
                                                     -----------------------                    -----------------------
                                                        Assets   Accumulated                      Assets    Accumulated
                                                        Exceed    Benefits                        Exceed     Benefits
                                                     Accumulated   Exceed                       Accumulated   Exceed
                                              DINA     Benefits    Assets      Total      DINA    Benefits    Assets      Total
                                              ----     --------    ------      -----      ----    --------    ------      -----

                                                                                                    
Vested benefit obligation       Ps.1,520   Ps.13,199  Ps.58,988  Ps.23,548  Ps.95,735  Ps.19,544  Ps.73,343  Ps.12,159 Ps.105,046
Non-vested benefit obligation     15,671      14,359     10,618        896     25,873      4,320     11,648      1,024     16,992
Accumulated benefit obligation    17,191      27,558     69,606     24,444    121,608     23,864     84,991     13,183    122,038

Additional benefits related to
 future compensation increases    50,608      42,267     21,195      1,340     64,802     19,451     22,700      1,987     44,138
Projected benefit obligation      67,799      69,825     90,801     25,784    186,410     43,315    107,691     15,170    166,176

Fair value of plan assets        (46,088)    (54,886)   (98,064)      (831)  (153,781)   (43,934)  (117,109)    (1,358)  (162,401)
Unfunded projected benefit
 obligation                     Ps.21,711  Ps.14,939  Ps.(7,263) Ps.24,953  Ps.32,629   Ps. (619) Ps.(9,418) Ps.13,812   Ps.3,775



20.      Post-Retirement Benefits Other Than Pensions

         MCII has defined benefit post-retirement plans that provide
medical and life insurance for eligible retirees and dependents. The net
periodic post-retirement benefit cost for MCII is based upon the provisions
of SFAS No. 106 "Employers' Accounting for Post-retirement Benefits Other
than Pensions".

         The net periodic post-retirement benefit cost for the five month
period ended December 31, 1994 and the year ended December 31, 1995
included the following components:

                                                         1994          1995
     Service cost benefits attributed to
       service during the period                    Ps.   1,112   Ps.   2,897
     Interest cost on the accumulated
       post-retirement benefit obligation                   957         2,792
     Net amortization and deferral                          (30)         (313)
     Net periodic post-retirement benefit cost      Ps.   2,039   Ps.   5,376

The status of the plans at December 31, 1994 and 1995 was as follows:

                                                       1994           1995

     Accumulated post-retirement benefit 
      obligation-
        Retirees                                   Ps.   9,385    Ps.   9,836
        Other fully eligible active plan
          participants                                  10,856         11,950
        Other active plan participants                  27,617         30,910
                                                        47,858         52,696
     Unrecognized prior service cost                       346            285
     Unrecognized net gain                                 994          2,760
       Accrued post-retirement benefit cost        Ps.  49,198    Ps.  55,741

         The assumed health care cost trend rate used in measuring the
accumulated post-retirement benefit obligation ("APBO") was 12% in 1995,
gradually declining to 5% by the year 2002 and remaining at that level
thereafter for retirees below age 65, and 8.5% in 1995, gradually declining
to 5% by the year 2002 and remaining at that level thereafter for retirees
above age 65. A one percentage point increase in the assumed health care
cost trend rate for each year would increase the APBO as of December 31,
1995 by approximately 21% and the net periodic post-retirement benefit cost
would increase by approximately 25%.

         The assumed discount rate used in determining the APBO was 7.5% in
1994 and 1995.

21.      Litigation and Contingencies

         Certain U.S. entities are plaintiffs or defendants to various
actions, proceedings and pending claims. Some of the foregoing involve or
may involve claims for compensatory, punitive or other damages in material
amounts. Litigation is subject to many uncertainties and it is possible
that some of these legal actions, proceedings and pending claims could be
decided against the Company. Although the amount of liability at December
31, 1995 with respect to these matters is not ascertainable, the Company's
management and its outside counsel believe that any resulting liability
would not materially affect the financial condition or results of
operations of the Company.

22.      Financial Instruments with Off-Balance Sheet Risk and Fair
         Value of Financial Instruments

     Financial Instruments with Off-Balance Sheet Risk-

         MCII enters into foreign exchange forward contracts to hedge
certain firm and anticipated purchase commitments which are settled in
Canadian dollars. These contracts are purchased to reduce the impact of
Canadian dollar currency fluctuations on operating results. MCII does not
engage in Canadian dollar currency speculation and the contracts do not
subject MCII to risk due to exchange rate movements as gains and losses on
the contracts offset gains and losses on the materials being purchased. At
December 31, 1995 and 1994, MCII had approximately $52,902,000 and
$68,068,000 Canadian dollar exchange forward contracts outstanding. MCII's
theoretical risk in these transactions is the cost of replacing, at current
market rates, these contracts in the event of default by the other party.
Management believes the risk of incurring such losses is remote as the
contracts are entered into with major financial institutions.

         As a necessary adjunct to its new and used coach business MCII has
entered into repurchase and first loss agreements with certain companies
which provide financing for coaches, pursuant to which MCII agrees to
either repurchase coaches from such companies or guarantees the payment of
certain obligations of coach owners or operators. The amount of such
agreements as of December 31, 1994 and 1995 was approximately $4,787 and
$3,462, respectively. Additionally, as a result of certain sales of notes
receivables and leases during 1994 and 1995 MCII is required to reimburse
the purchaser of such notes and leases for any losses as a result of
defaults up to $5,936 as of December 31, 1994 and $9,536 as of December 31,
1995. MCII has experienced no material losses in respect to such
agreements, and losses under existing agreements are not expected to exceed
the amount reserved for such losses.

         On December 28, 1994, MCII sold $24,425 of accounts receivables to
a major financial institution with recourse. At December 31, 1995, none of
the receivables sold remained outstanding. As a result, MCII had no
exposure under the recourse provisions.

         At December 31, 1994 MCII had an interest rate swap outstanding
with a commercial bank which effectively changed the interest rate on
MCII's $125,000 term notes payable to LIBOR plus 1.14%. In June 1995, MCII
settled $62,500 notional principal amount of the swap, resulting in
proceeds to the Company of $4,950 which are being amortized as an
adjustment to interest expense of the term notes over the remaining life of
the notes. Under the terms of the swap agreement, MCII receives interest of
7.88% and pays interest at LIBOR. At December 31, 1995, the notional amount
on which the interest is calculated is $62,500 and matures ratably at the
same time the related term notes mature. The counterparty to the agreement
has the right to designate a cash settlement of the swap 10 days prior to
the maturity date of MCII's Bank Credit Facility. The maturity date of the
Bank Credit Facility as of December 31, 1995, is July 31, 1998, but is
expected to be extended annually by mutual agreement. In the event of a
cash settlement designated by the counterparty, MCII intends to defer the
proceeds received, or payments made, as a result of the settlement and
immediately enter into a new swap agreement. The deferred settlement would
then be amortized over the remaining life of the new swap, thus preserving
the effective change in the interest rate on the term notes payable at
LIBOR plus 1.14%. MCII is exposed to credit loss in the event of
non-performance by the other party; however, MCII does not anticipate
non-performance as the counter party is a major financial institution.

Fair Value of Financial Instruments-

         The estimated fair value amounts have been determined by the
Company using available market information and valuation methodologies
described below. However, considerable judgment is required in interpreting
market data to develop the estimates of fair value. Accordingly, the
estimates presented herein may not be indicative of the amounts that the
Company could realize in a current market exchange. The use of different
market assumptions on valuation methodologies may have a material effect on
the estimated fair value amounts. The carrying values of cash and cash
equivalents, receivables, bank overdrafts and accounts payable approximate
fair values due to the short-term maturities of these instruments. The
carrying amounts and estimated fair values of the Company's other financial
instruments at December 31, 1995 are as follows:



                                                            1994                                 1995
                                               ----------------------------         --------------------------------
                                                Carrying            Fair             Carrying              Fair
                                                 Amounts            Value             Amounts              Value
                                                 -------            -----             -------              -----

                                                                                                    
         Notes receivable                      $    37,312      $    37,284         $    35,631         $    35,658
         Investment in equity instrument                 -                -               1,200               1,200
         Debt                                     (195,000)        (194,337)           (217,816)           (229,678)
         Interest rate swap                              -             (663)                  -               5,891
         Subordinated convertible debentures      (163,993)        (121,354)           (163,993)            (59,857)
         Eurobonds                                (150,000)        (135,000)           (150,000)           (109,500)
         Foreign exchange forward
           contracts                                     -           (4,486)                  -                  84


         The methods and assumptions used to estimate the fair values of
the financial instruments are summarized as follows:

         Notes receivable- Estimated by discounting the future cash flows
using rates currently used for notes of similar terms and maturities.

         Investment in equity instrument- Estimated at its carrying value
as the investment was acquired December 28, 1995.

         Debt- Estimated by discounting the future cash flows, using rates
currently available for debt of similar terms and maturity. The fair value
of long-term debentures and Eurobonds, which are traded, is based on the
market value at yearend.

         Interest rate swap- Estimated by discounting future cash flows
using rates currently available. Represents the unrealized gain or (loss)
if the agreement had been settled at year-end. The swap agreement
specifically hedges portions of the Company's term notes payable. As market
interest rates fluctuate, the unrealized gain or loss on the swap moves to
offset the change in fair value of that portion of the term notes payable.

         Foreign exchange forward contracts (used for hedging purposes)-
Estimated using quoted exchange rates.

23.      Differences Between Mexican and U.S. GAAP

         Note 24 presents a reconciliation of net income (loss) and
stockholders' equity to U.S. GAAP. However, this reconciliation to U.S.
GAAP does not include the reversal of the restatement of the financial
statements to comprehensively recognize the effects of inflation, as
required under Mexican GAAP Bulletin B-10, "Recognition of the Effects of
Inflation on Financial Information," as amended. The application of
Bulletin B-10 represents a comprehensive measure of the effects of price
level changes in the inflationary Mexican economy and, as such, is
considered a more meaningful presentation than historical cost-based
financial reporting for both Mexican and U.S. accounting purposes.

         The principal differences between Mexican GAAP and U.S. GAAP are
described below together with an explanation, where appropriate, of the
method used in the determination of the adjustments that affect net income
(loss) and total stockholders' equity.

     Cash Flow Information-

         Under Mexican GAAP, the Company presents consolidated statements
of changes in financial position.

         Bulletin B-12 specifies the appropriate presentation of the
statement of changes in financial position when the financial statements
have been restated in constant pesos in accordance with the third amendment
to Bulletin B-10 and prior years' presentations have been restated
accordingly. Bulletin B-12 identifies the generation and application of
resources representing differences between beginning and ending financial
statement balances in constant pesos. The Bulletin also requires that
monetary and foreign exchange gains and losses not be treated as
nonmonetary items in the determination of resources provided by operations.

         The changes in the consolidated financial statement balances
included in this statement constitute cash flow activity stated in constant
pesos (including monetary and foreign exchange gains and losses, which are
considered cash gains and losses in the constant peso financial
statements).

         In accordance with Mexican GAAP, the reduction in current and
long-term debt due to restatement in constant pesos is presented in the
consolidated statements of changes in financial position as a resource used
by financing activities and the gain from monetary position and exchange
gains and losses are presented as components of operating activities. Under
U.S. GAAP, Statement of Financial Accounting Standards No. 95, "Statement
of Cash Flows," does not provide guidance with respect to inflation
adjusted financial statements.

     Deferred Income Taxes-

         Under Mexican GAAP, deferred taxes are provided only for
non-recurring temporary differences, which are defined as items which will
reverse and not be replaced by a similar item. Under U.S. GAAP, which
requires the liability method of accounting, deferred income taxes are
recognized for the tax consequenc- es of all temporary differences, both
recurring and non-recurring, between the financial statement carrying
amounts, which have been adjusted for inflation and appraised values, and
the tax bases of assets and liabilities. The deferred taxes related to
restatements of assets to appraised values or for the NCPI have been
considered as a part of the provision. Deferred income taxes under U.S.
GAAP arise principally due to the deduction of purchases and production
costs remaining in inventory for book purposes which are charged to expense
for tax purposes, differences due to indexation of depreciation, and the
recording of tax loss carryforwards as deferred tax assets, which is
prohibited under Mexican GAAP.

Cost of Pension Plans and Other Employee Benefits-

         On January 1, 1989, Statement of Financial Accounting Standards
No. 87 ("SFAS No. 87"), "Employers' Accounting for Pensions", became
effective for pension plans outside the United States. The Company has
prepared a study of pension costs under U.S. GAAP (see Note 19). Under
Mexican GAAP, the requirement to record liabilities for employee benefits
using actuarial computations was required beginning in 1994.

         The Companies in Mexico have no post-retirement health care
insurance or other benefit plans, other than the pension plan referred to
in Note 19. Therefore, Statement of Financial Accounting Standards No. 106
"Employers' Accounting for Post-retirement Benefits Other Than Pensions"
and Statement of Financial Accounting Standards No. 112 "Employers'
Accounting for Post-employment Benefits" would have no effect on financial
position of the Company's Mexican subsidiaries. See Note 20 for discussion
of post-retirement benefits of U.S. subsidiaries.

Stock Sales Plan-

         Under Mexican GAAP, the net present value of the receivable from
the trust for the stock sales plan is recorded as an asset (see Note 8).
Under U.S. GAAP, this receivable is deducted from stockholders' equity to
reflect the reduction in the capitalization of the Company.

         As of December 31, 1993, the date of grant, the market value of
the shares, based on the selling price of the shares in a public offering
was significantly higher than the purchase price of the shares. For Mexican
GAAP, no compensation expense has been or will be recorded by the Company
for these share transactions. Under U.S. GAAP, compensation expense must be
recognized to the extent of the difference between the selling price of the
shares and their fair market value on the date of grant, accrued over the
respective service periods specified in the grant.

     Minority Interest-

         Under Mexican GAAP, Bulletin B-8, minority interest in
subsidiaries must be included as a component of stockholders' equity.
Consequently, minority interest in the income of subsidiaries is not
presented as an expense in the statement of income. Under U.S. GAAP,
minority interest in subsidiaries is shown below liabilities on the balance
sheet, and is not part of stockholders' equity.

     Amortization of Goodwill-

         Under Mexican GAAP, the amortization period for goodwill is
limited to 20 years, whereas under U.S. GAAP, goodwill may be amortized
over up to 40 years.

     Pushdown Accounting-

         Under U.S. GAAP, the purchase adjustments related to the
acquisition of a business must be "pushed- down" to the financial
statements of the business acquired. Prior to 1995, Mexican GAAP did not
require pushdown accounting Under Bulletin A-8 which become effective for
1995, if there are no Mexican accounting principles which specifically
apply, international accounting standards, or the accounting principles of
the country most applicable to the Company's operations must be applied.
Therefore, in 1995 the financial statements reflect the effects of
"pushdown accounting" and there is no longer a reconciling item for U.S.
GAAP.

         Under Mexican GAAP, since pushdown accounting was not used for
1994, the goodwill which arose from the purchase of MCII was recorded on
DINA's balance sheet and is restated for Mexican inflation. Under U.S.
GAAP, the goodwill is "pushed down" to MCII'S balance sheet. When the U.S.
dollar amount of goodwill was translated to Mexican pesos at the yearend
exchange rate, it was significantly higher than at the acquisition date,
due to the devaluation. A higher peso amount results for U.S. GAAP
purposes.

         The segment data and geographic data under U.S. GAAP pushdown
accounting for 1994 reflects the goodwill related to the acquisition of
MCII as an identifiable asset of the buses segment rather than as
corporate, and the goodwill was considered a U.S. asset rather than an
asset of Mexico.

         Cumulative Translation Adjustment and Investment in MCII as a
Designated Hedge-

         Under both U.S. and Mexican GAAP, an investment in a foreign
company may be considered to be a "designated hedge" against debt
denominated in the same foreign currency. DINA has designated the
investment in MCII as a hedge against the U.S. dollar convertible
debentures which were issued to partially finance the acquisition.
Accordingly, the exchange losses on this debt up to the amount of the
translation gain related to the investment is recorded as a part of the
cumulative translation adjustment in stockholders' equity. Under U.S. GAAP,
since the goodwill was considered to be part of the investment in 1994, the
translation gain recorded as cumulative translation adjustment is higher
than under Mexican GAAP. Therefore, the exchange loss on the related debt
which was considered to be hedged by the investment was higher under U.S.
GAAP in 1994.

24.      Reconciliation of Mexican GAAP to U.S. GAAP

         Net income (loss) and stockholders' equity, adjusted to take into
account the material differences between Mexican GAAP and U.S. GAAP, except
for the comprehensive effects of price level changes, are as follows:



                 (Thousands of Mexican pesos and thousands of U.S. dollars, except for share data)

                                                                       Year Ended December 31,
                                            ---------------------------------------------------------------------

                                                 1993                1994             1995                1995
                                                 ----                ----             ----                ----
                                                                                                  
NET INCOME (LOSS):
Net income (loss) applicable to majority
   interest under Mexican GAAP              Ps.    437,639      Ps.  (953,980)    Ps.  (497,933)     $   (66,060)
Approximate U.S. GAAP adjustments:
   Deferred income tax                            (117,927)           239,884           121,022           16,056
   Deferred employee profit sharing                 36,133             25,939            35,273            4,680
   Compensation expense for stock sales plan       (12,882)           (12,043)           (8,270)          (1,097)
   Effect of amortizing goodwill over 40 years           -             12,859            59,750            7,926
   Additional exchange loss recorded as
     cumulative translation adjustment
     under U.S. GAAP                                     -            185,645                 -                -
   Effects of inflation accounting on
     U.S. GAAP adjustments                          26,176             (4,123)           16,314            2,164
   Effects on minority interest of
     U.S. GAAP adjustments                           7,915              2,810             6,545              868
                                                   (60,585)           450,971           230,634           30,597
   Approximate net income (loss) under
     U.S. GAAP                              Ps.    377,054      Ps.  (503,009)    Ps.  (267,299)     $   (35,463)
   Weighted average common shares
     outstanding                               194,866,714        225,490,658       258,026,136      258,026,136
   Approximate net income (loss) per share
     under U.S. GAAP                        Ps.       1.93      Ps.     (2.23)    Ps.     (1.04)     $     (0.14)







                                                                                     December 31,
                                                                ---------------------------------------------------
                                                                        1994             1995               1995
                                                                        ----             ----               ----
STOCKHOLDERS' EQUITY:

                                                                                                 
     Majority stockholders' equity under Mexican GAAP           Ps. 1,844,173       Ps. 1,741,537    $     231,050
     Approximate U.S. GAAP adjustments:
     Deferred income tax                                               78,297             199,318           26,444
     Deferred employee profit sharing                                (100,174)            (64,901)          (8,610)
     Pension plan accumulated costs                                   (25,280)            (25,280)          (3,354)
     Receivable from trust for stock sales plan                       (21,621)            (13,577)          (1,801)
     Goodwill under pushdown accounting                               322,212              -               -
     Effects on minority interest of U.S. GAAP
       adjustments                                                     16,754              23,299            3,090
                                                                      270,188             118,859           15,769

     Approximate stockholders' equity
         under U.S. GAAP                                        Ps. 2,114,361       Ps. 1,860,396    $     246,819



     Deferred Income Taxes and Employee Profit Sharing-

         The effect of temporary differences that generated deferred tax
and employee profit sharing liabilities under U.S. GAAP are as follows:



                                                   Deferred Income Taxes          Deferred Employee Profit Sharing
                                           ----------------------------------     --------------------------------
                                                       December 31,                         December 31,
                                           ----------------------------------     --------------------------------
                                                 1994                1995             1994                1995
                                                 ----                ----             ----                ----
                                                                                                  
Current-
     Reserves                               Ps.     45,530      Ps.    79,451     Ps.    13,392      Ps.  19,762
     Inventories                                  (268,183)          (103,600)          (78,877)         (30,470)
   Long term-
     Property, plant and equipment                 (49,184)           (78,287)          (44,236)         (55,790)
     Tax loss carryforwards                        309,356            367,036            -                -
     Asset taxes recoverable                        86,221            127,521            -                -
     Other                                          42,875             15,640             9,547            1,597
                                                   166,615            407,761          (100,174)         (64,901)
   Less- Valuation reserve for tax loss
       carryforwards                               (88,318)          (208,443)           -                -
       Total net asset (liability)          Ps.     78,297      Ps.   199,318     Ps.  (100,174)     Ps. (64,901)



         The Company records all of deferred tax and employee profit
sharing in results of operations. If the deferred effects related to the
restatement of fixed assets and inventories had been recorded directly to
equity in "Cumulative effect of restatement", the adjustment to net income
(loss) under U.S. GAAP for deferred taxes would have been Ps.50,863,
Ps.86,614 and Ps.128,206 and for employee profit sharing, Ps.14,533,
Ps.24,925 and Ps.37,708 for 1993, 1994 and 1995, respectively.

     Cash Flow Information-

         As explained in Note 23, the Company presents consolidated
statements of changes in financial position.

         The changes in the consolidated financial statement balances
included in this statement constitute cash flow activity stated in constant
pesos (including monetary and unrealized foreign exchange gains and losses,
which are considered cash gains and losses in the constant peso financial
statements), except that the acquisition of property and equipment under
capital lease obligations, which is a non-cash investing and financing
activity, is included as a resource used by investment activities. These
amounts are not significant.

         In accordance with Mexican GAAP, the reduction in current and
long-term debt due to restatement in constant pesos is presented in the
statement of changes in financial position as a resource used by financing
activities and the gain from monetary position is presented as a component
of operating activities. Statement of Financial Accounting Standards No. 95
("SFAS No. 95"), "Statement of Cash Flows", however, does not provide
guidance with respect to inflation adjusted financial statements. If the
gain from monetary position and the unrealized exchange loss on the
long-term dollar denominated debt was treated as a component of financing
activities, the statement of changes in financial position would have been
as follows:



                                                           1993                1994                 1995
                                                           ----                ----                 ----
                                                                                                 
      Resources generated by (applied to) operations   Ps.  281,040        Ps.  (322,905)      Ps.  (293,333)

      Net cash applied to investment activities        Ps. (290,069)       Ps.(2,212,638)      Ps.   (49,200)

      Net cash generated by financing activities       Ps.  306,541        Ps. 2,186,454       Ps.   187,469


     Realizability of Long-Lived Assets-

         The Company continually evaluates the carrying value and the
economic useful lives of its long-term assets, including property plant and
equipment, based on the Company's operating results and anticipated future
cash flows. The estimated future cash flows of the Company's Mexican
operations are highly sensitive to the future stability of the Mexican
economy, including interest rates, exchange rates and availability of funds
to purchasers of DINA's products. The Company will adjust the carrying
value and related amortization period if and when appropriate.

25.      Summary Financial Data by Business Segment and
         Geographic Data

         The presentation below sets forth certain financial information
regarding the Company's Industry Segments: trucks, buses, engines and
plastic parts. Inter-segment transactions have been eliminated.

         Operating income is total net sales less cost of goods sold and
operating expenses. In computing operating income, none of the following
items has been added or deducted: general corporate expense, comprehensive
financing results, income taxes, asset tax or employee profit sharing.

         Identifiable assets are those assets that are used in the
Company's operations in each industry segment. Corporate assets are
principally cash and properties.



                                                                            Year Ended December 31,
                                                            ------------------------------------------------------
                                                                1993                 1994                 1995
                                                                ----                 ----                 ----
                                                                                                      
           Net sales-
                Trucks                                      Ps. 2,788,724        Ps. 2,466,875       Ps.   760,352
                Buses                                           2,107,857            1,569,886           3,663,547
                Engines                                            17,256                7,782              -
                Plastic parts                                       6,588                8,373              16,231
                Corporate services                                    208               13,487              16,640
                                                            Ps. 4,920,633        Ps. 4,066,403       Ps. 4,456,770

           Operating income (loss)-
                Trucks                                      Ps.   257,924        Ps.     1,409       Ps.  (196,600)
                Buses                                             276,128             (220,629)            302,919
                Engines                                           (18,998)              (7,350)             -
                Plastic parts                                      (3,124)             (26,663)            (19,849)
                Corporate services                                  2,327              (21,320)           (151,366)
                                                            Ps.   514,257        Ps.  (274,553)      Ps.   (64,896)
           Depreciation-
                Trucks                                      Ps.    23,176        Ps.    24,662       Ps.    23,935
                Buses                                              13,140               40,793              67,233
                Engines                                             6,980                3,663              -
                Plastic parts                                       4,086                3,542               5,120
                Corporate services                                  5,928                8,690               7,099
                                                            Ps.    53,310        Ps.    81,350       Ps.   103,387

           Capital expenditures-
                Trucks                                      Ps.    29,054        Ps.    22,058       Ps.    37,837
                Buses                                              73,436               44,496             436,038
                Engines                                             3,425                  531              -
                Plastic parts                                       9,730               17,987              22,340
                Corporate services                                197,908               21,548               6,343
                                                            Ps.   313,553        Ps.   106,620       Ps.   502,558

           Identifiable assets-
                Trucks                                      Ps. 1,880,946        Ps. 1,720,983       Ps. 1,046,530
                Buses                                           1,040,583            3,973,838           4,397,599
                Engines                                           100,763              102,791              -
                Plastic parts                                     101,618              101,082             139,427
                Corporate services                                671,985            1,836,174           1,779,881
                                                            Ps. 3,795,895        Ps. 7,734,868       Ps. 7,363,437


         Operating income (loss) by segments does not include a deduction
for employee profit sharing, which, under U.S. GAAP is considered
compensation expense and under U.S. GAAP, the cost of idle plant is an
operating expense. The amounts of operating income (loss), less employee
profit sharing by segment, are as follows:



                                                                            Year Ended December 31,
                                                            ------------------------------------------------------
                                                                1993                 1994                 1995
                                                                ----                 ----                 ----

                                                                                                       
           Trucks                                           Ps.   229,830        Ps.   (11,380)      Ps.  (212,159)
           Buses                                                  266,735             (220,628)            245,040
           Engines                                                (18,998)              (7,351)             -
           Plastic parts                                           (3,124)             (26,663)            (22,834)
           Corporate services                                       2,331              (21,320)           (151,366)
                                                            Ps.   476,774        Ps.  (287,342)      Ps.  (141,319)



         During 1993 DINA had sales of buses in excess of 10% of total
consolidated net sales to the following customers, all of which are
affiliated with the same group, as follows:

           Grupo Estrella Blanca                            Ps. 1,232,899
           Grupo Tres Estrellas de Oro                            229,122

         During 1994 and 1995, there were no sales in excess of 10% total
consolidated net sales to any one customer.

Geographic Data-

         Following the Company's August 1994 purchase of MCII, the Company
operates in three principal geographic regions-Mexico, the United States
and Canada. Net sales and operating income (loss) for the year ended
December 31, 1994 and 1995 and assets at December 31, 1994 and 1995 by
geographic region were as follows:




                                                                                1994
                                            ----------------------------------------------------------------------
                                                                    United
                                                Mexico              States            Canada              Total
                                                ------              ------            ------              -----
                                                                                                   
         Net sales                          Ps.  2,932,926      Ps. 1,052,433      Ps.   81,044      Ps. 4,066,403

         Operating income (loss)            Ps.   (326,596)     Ps.    44,148      Ps.    7,895      Ps.  (274,553)

         Assets                             Ps.  4,848,371      Ps. 2,128,792      Ps.  757,705      Ps. 7,734,868


                                                                                1995
                                            ----------------------------------------------------------------------
                                                                    United
                                                Mexico              States            Canada              Total
                                                ------              ------            ------              -----
         Net sales                          Ps.    810,935      Ps. 3,147,449      Ps.  498,386      Ps. 4,456,770

         Operating income (loss)            Ps.   (350,552)     Ps.   234,666      Ps.   50,990      Ps.   (64,896)

         Assets                             Ps.  3,830,029      Ps. 2,511,432      Ps.1,021,976      Ps. 7,363,437



26.      Other Charges

         Other charges for DINA presented in the consolidated statements of
income (loss) are as follows:



                                                                                       1994               1995
                                                                                       ----               ----
                                                                                                         
         Provision for uncollectible accounts receivable primarily due to sale
             of Dina's buses with invoices denominated in U.S. dollars             Ps.  110,151      Ps.    81,513
         Provision for obsolete inventories and inventories outside the sales
             program principally for Dina Autobuses                                     114,745             10,792
         Severance expense related to restructuring and lay-offs                         78,933              2,887
                                                                                   Ps.  303,829      Ps.    95,192



27.      Gain on Sale of   Marketable Securities

         In January 1995, MCII purchased 6,004,144 shares of Greyhound
Lines, Inc. (GLI) through a rights offering of GLI's Common Stock. In
October 1995, the investment was sold, resulting in a pre-tax gain of
$10,522 which in shown is the accompanying consolidated statements of
income (loss) in "other income, net".

28.      Subsequent Events

     (a) Temporary Suspension of Plant Operations of Dina Camiones-

         Dina Camiones, due to the decrease in demand for its products,
         agreed to a flexible suspension of production of trucks with the
         labor union for the period from January 24, 1996 to July 23, 1996.
         During this period, the Company will be obligated to pay 60% of
         nominal salaries, including benefits, and the union will provide
         the number of personnel required based on the production and sales
         needs.

     (b) Restructuring of Dina's Accounts Receivable-

         In January 1996, DINA restructured all of its accounts and notes
         receivable from Autobuses Estrella Blanca, S.A. de C.V.,
         Autotransportes Tres Estrellas de Oro, S.A. de C.V. and both
         companies' licensees, giving effect to the restructuring as of
         December 31, 1995 and classifying these accounts as long term. See
         Note 8 for an explanation of the restructuring and its effects.

     (c) Debt Exchange Offer-

         On April 22, 1996, the Company initiated an "Exchange Offer" with
         the holders of the Eurobonds in the amount of US$150 million (see
         Note 14), requesting the exchange of the Eurobonds currently
         outstanding for new Eurobonds, which would include the offering of
         new notes with a face value of 1.417 times the existing face
         value, an extension of the maturity date from November 18, 1997 to
         November 15, 2002 and an increase in the interest rate from 10.5%
         to 12%. In the event of certain changes in the ratings of the
         notes, the interest rate could increase to 15% after November 15,
         1999. In addition, interest would not be paid during the first 3
         years the new notes are effective and would be capitalized and due
         upon maturity using a "zero coupon" basis.

         The new notes will be issued jointly with Consorcio G Grupo Dina,
         S.A. de C.V. as primary obligor. In the event of non-payment, MCII
         Holdings (USA), Inc., a subsidiary 100% owned by Consorcio G Grupo
         Dina, S.A. de C.V., incorporated on April 19, 1996 with the sole
         purpose of holding the total number of shares of MCII, will
         guarantee the debt.

         The Exchange Offer includes certain changes in the existing terms
         of the Eurobonds, including guarantees and certain commitments and
         is subject to the exchange of a minimum amount of US$120 million.
         The Company has obtained verbal consent from the principal
         Eurobond holders, who hold approximately US$120 million.
         Therefore, the Company's management believes that at least this
         amount will be restructured under the conditions above. Whether
         the other note holders are interested in exchanging their notes
         will not be known until May 17, 1996. The issuance and exchange of
         the new notes is subject to the approval of the Mexican National
         Banking and Securities Commission. The Company's management
         believes that the possibility of completing the Exchange Offer are
         favorable.




           CONSORCIO G GRUPO DINA, S. A. DE C. V. AND SUBSIDIARIES

                    CONSOLIDATED CONDENSED BALANCE SHEETS
                  AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
                                 (UNAUDITED)
           EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996
              (THOUSANDS OF MEXICAN PESOS AND THOUSANDS OF U.S. DOLLARS)

                                                 December 31,                 March 31,
                                             ______________________  _______________________________
                                                      1995                1996               1996
  ASSETS
CURRENT ASSETS:
                                                                                 
  Cash and cash equivalents . . . . . . .     Ps.     284,334        Ps.     81,379       $    10,797
  Notes and accounts receivable, net . .              735,779               848,228           112,534
  Inventories, net  . . . . . . . . . . .           1,849,822             1,713,436           227,322
  Prepaid expenses  . . . . . . . . . . .              40,929                52,701             6,992
  Investment in and advances to 
    discontinued operations  . . . . . . .            318,872               237,469            31,504
       Total current assets  . . . . . . .          3,229,736             2,933,213           389,149
LONG TERM NOTES AND ACCOUNTS
  RECEIVABLE, net  . . . . . . . . . . . .            500,211               533,275            70,750
INVESTMENT IN EQUITY SECURITIES . . . . .              27,473                32,383             4,296
PROPERTY, PLANT AND EQUIPMENT, net. . . .           1,542,207             1,551,103           205,785
OTHER ASSETS  . . . . . . . . . . . . . .             234,553               222,315            29,494
DEFERRED INCOME TAXES . . . . . . . . . .             244,943               215,851            28,637
GOOD WILL . . . . . . . . . . . . . . . .           1,584,314             1,551,714           205,866
                                              Ps.   7,363,437        Ps.  7,039,854       $   933,977
                                              ===============        ==============       ===========
                                                      
  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Bank loans and current portion    
    of long-term debt . . . . . . . . .       Ps.      14,827        Ps.     64,902       Ps.   8,611
  Notes and accounts payable to suppliers.            353,766               345,984            45,902
  Other payables and accrued expenses  . .            461,625               554,485            73,564
  Investment in and advances to
    discontinued operations  . . . . . . .            122,274                96,284            12,774
  Income taxes, asset tax and     
    employee profit sharing . . . . . . . .            84,128                 4,336               574
       Total current liabilities . . . . .          1,036,620             1,065,991           141,425
LONG-TERM DEBT  . . . . . . . . . . . . .           4,342,594             4,002,356           530,993
RESERVE FOR EMPLOYEES' SEVERANCE BENEFITS .            79,483                80,267            10,648
OTHER DEFERRED ITEMS AND INSURANCE                  
  RESERVES  . . . . . . . . . . . . . . . .           117,083               124,067            16,460
STOCKHOLDERS' EQUITY:
  Majority interest--
   Capital Stock . . . . . . . . . . . . . .          196,545               196,545            26,076
   Capital Stock Unsubscribed  . . . . . . .          (35,754)              (35,754)           (4,743)
   Restatement of capital stock  . . . . . .          182,582               182,582            24,223
   Additional paid-in capital  . . . . . . .        1,527,927             1,527,927           202,710
   Reserve for repurchase of shares  . . . .          115,445               115,445            15,316
   Accumulated earnings (losses) . . . . . .         (193,608)              (99,596)          (13,213)
   Cumulative effect of restatement. . . . .         (772,508)             (855,638)         (113,517)
   Cumulative translation adjustment . . . .          720,909               692,503            91,873
     Total majority stockholders' equity . .        1,741,538             1,724,014           228,725
   Minority interest . . . . . . . . . . . .           46,119                43,159             5,726
     Total stockholders' equity  . . . . . .        1,787,657             1,767,173           234,451
                                            Ps.     7,363,437        Ps.  7,039,854       $   933,977
                                            =================        ==============       ===========
   
        The accompanying notes are an integral part of these balance sheets.




           CONSORCIO G GRUPO DINA, S. A. DE C. V. AND SUBSIDIARIES

              CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
              FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
                                 (UNAUDITED)
          EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996
   (THOUSANDS OF MEXICAN PESOS AND THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE DATA)

                                                          Three Months ended March 31,
                                                ____________________________________________________
                                                      1995                  1996           1996
                                                      ----                  ----           ----
                                                                                 
NET SALES . . . . . . . . . . . . . . . .    Ps.   1,415,412          Ps.  1,257,819      $    166,875
COST OF GOODS SOLD  . . . . . . . . . . .          1,148,595               1,059,969           140,626
  Gross profit  . . . . . . . . . . . . .            266,817                 197,850            26,249
OPERATING EXPENSES:
  Selling . . . . . . . . . . . . . . . .            112,353                  48,213             6,396
  Administrative  . . . . . . . . . . . .            145,483                 114,383            15,176
                                                     257,836                 162,596            21,572
    Operating income (loss) . . . . . . .              8,981                  35,254             4,677

COMPREHENSIVE FINANCING:
  Interest income . . . . . . . . . . . .             59,620                  30,030             3,984
  Interest expense  . . . . . . . . . . .           (148,563)               (106,388)          (14,114)
  Exchange gain (loss), net . . . . . . .           (587,392)                 35,492             4,709
  Gain on net monetary position . . . . .            284,977                  97,392            12,921
                                                    (391,358)                 56,526             7,500
OTHER INCOME, net . . . . . . . . . . . .             (9,796)                 35,866             4,758
  Income (loss) before the following 
    provisions (credits), and results of
    affiliated companies . . . . .  . . .           (392,173)                127,646            16,935
PROVISIONS (CREDITS) FOR:
  Income tax  . . . . . . . . . . . . . .             45,859                  24,440             3,242
  Asset tax . . . . . . . . . . . . . . .              7,876                   6,446               856
  Employee profit sharing . . . . . . . .                  0                      78                10
  Tax arising from temporary differences.                  0                   4,397               584
                                                      53,735                  35,361             4,692

  Income (loss) before participation in
    results of affiliated companies . . .           (445,908)                 92,285            12,243
EQUITY IN RESULTS OF AFFILIATED 
  COMPANIES . . . . . . . . . . . . . . .                (29)                      0                 0
  Net Income (loss)                          Ps.    (445,937)         Ps.     92,285      $     12,243
NET INCOME (LOSS) APPLICABLE TO:
  Majority interest . . . . . . . . . . .    Ps.    (435,647)         Ps.     94,012      $     12,473
  Minority interest . . . . . . . . . . .            (10,290)                 (1,727)             (230) 
    Net income (loss) . . . . . . . . . .    Ps.    (445,937)         Ps.     92,285      $     12,243
INCOME (LOSS) PER SHARE:
  Majority interest . . . . . . . . . . .    Ps.       (1.69)         Ps.       0.36      $       0.05
    Minority interest . . . . . . . . . .              (0.04)                  (0.01)             0.00
    Net income (loss) per share . . . . .    Ps.       (1.73)         Ps.       0.35      $       0.05
  Weighted average shares outstanding 
    (000's) . . . . . . . . . . . . . . .            258,026                 258,026           258,026
                                                                     

       The accompanying notes are an integral part of these consolidated statements.





           CONSORCIO G GRUPO DINA, S. A. DE C. V. AND SUBSIDIARIES

        CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN FINANCIAL POSITION
              FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
        EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996
                                 (UNAUDITED)
           (THOUSANDS OF MEXICAN PESOS AND THOUSANDS OF U.S. DOLLARS)

                                                      Three Months ended March 31,
                                             ___________________________________________________________
                                                    1995                  1996                1996
OPERATIONS:                                           
                                                                                   
  Net income (loss) . . . . . . . . . . .    Ps.    (445,937)         Ps.     92,285      $     12,243
  Add (deduct) Non cash items--
    Depreciation  . . . . . . . . . . . . .           33,839                  32,419             4,301
    Deferred income tax . . . . . . . . . .          (26,071)                 36,066             4,784
    Amortization Goodwill and others. . . .           24,467                  29,076             3,858
    Provision for doubtful accounts    
      receivable  . . . . . . . . . . . . .           47,903                   9,103             1,208
    Provision for slow-moving inventories .           26,998                     322                43
  Change in operating assets and liabilities--
    Decrease (increase) in--
      Notes and accounts receivable . . . . .       (133,454)               (116,521)          (15,459)
      Inventories . . . . . . . . . . . . . .       (512,985)                189,571            25,150
      Prepaid expenses  . . . . . . . . . . .        (17,019)                (11,773)           (1,562)
      Income taxes and employee profit   
        sharing . . . . . . . . . . . . . . .        (33,691)                (79,790)          (10,586)
      Other assets  . . . . . . . . . . . . .       (162,741)                  8,041             1,067
    Increase (decrease) in--
      Notes and accounts payable to      
        suppliers . . . . . . . . . . . . . .         82,846                  (7,771)           (1,031)
      Other payables and accrued         
        expenses  . . . . . . . . . . . . . .         35,676                  92,875            12,322
      Investment in and Advances to
        discontinued operations . . . . . . .        206,307                  55,407             7,351
    Pension plan funding and payments of
      severance benefits  . . . . . . . . . .          8,245                  (6,123)             (812) 
      Resources generated by (applied    
        to) operations  . . . . . . . . . . .       (865,617)                323,187            42,877
INVESTMENT:
  Notes and accounts receivables(Long-Term) .        (63,209)                (41,994)           (5,571)
  Additions to property, plant and
    equipment . . . . . . . . . . . . . . . .        (62,551)                (83,071)          (11,022)
  Net book value of retirements . . . . . . .          9,439                     156                21
  Long-term portion of receivable from
    the trust for stock sales plan  . . . . .         (1,413)                   (983)             (130) 
    Net cash applied to investment     
      activities  . . . . . . . . . . . . . .       (117,734)               (125,892)          (16,702)
FINANCING:
  (Decrease) increase in short-term  
     bank loans  . . . . . . . . . . . . . .         (21,888)                 50,076             6,644
  Reduction in current and long-term
     debt due to restatement in 
     constant pesos . . . . . . . . . . . .         (531,538)               (343,194)          (45,532)
  Proceeds from long-term debt  . . . . . .           62,365                       0                 0
  Increase in peso terms of US Dollar debt 
    due to exchange rate changes . . . . . .       1,355,430                (107,132)          (14,213)
      Net cash (applied to) generated    
        by financing activities . . . . . .          864,369                (400,250)          (53,101)
  Cash and cash equivalents at
    beginning of period . . . . . . . . . .          439,397                 284,334            37,723
 Cash and cash equivalents at end
    of period . . . . . . . . . . . .        Ps.     320,415          Ps.     81,379      $     10,797
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Income and asset taxes paid . . . . . . .  Ps.      12,686          Ps.      3,113      $        413
  Interest paid   . . . . . . . . . . . . .  Ps.      55,056          Ps.     60,265      $      7,995 

        The accompanying notes are an integral part of these consolidated statements.
 
                CONSORCIO G GRUPO DINA, S. A. DE C. V. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                      (UNAUDITED)
                      AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
           EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996
                        (Stated in thousands of Mexican pesos)


(1)        Basis of Presentations:

    a)     The consolidated condensed financial statements of Consorcio G
           Grupo Dina, S. A. de C. V. and subsidiaries (the "Company")
           included herein have been prepared by the Company, without
           audit, pursuant to the rules and regulations of the Securities
           and Exchange Commission (the "SEC"). In the opinion of
           management, these unaudited consolidated condensed financial
           statements contain all adjustments, which are of a normal
           recurring nature, necessary to present fairly the Company's
           financial position as of March 31, 1996, and the results of
           operations for the three months ended March 31, 1995 and 1996.
           Certain information and footnote disclosures normally included
           in financial statements prepared in accordance with generally
           accepted accounting principles in Mexico and the U.S. have been
           condensed or omitted pursuant to the rules and regulations of
           the SEC.

    b)     These unaudited financial statements should be read in
           conjunction with the audited financial statements and the notes
           thereto included elsewhere in this Prospectus. The Company has
           made no significant changes in accounting policies during the
           three months ended March 31, 1996.

    c)     U.S. dollar amounts shown in the financial statements have been
           included solely for the convenience of the reader and are
           translated from Mexican pesos, as a matter of arithmetic
           computation only, and are translated from Mexican pesos, at the
           interbank rate for March 31, 1996 of Ps. 7.5375 per U.S. dollar.
           Such translation should not be construed as a representa- tion
           that the peso amounts have been or could have been converted
           into U.S. dollars at this or any other rate.

(2)        Earnings per share:

           There were no changes  in the number of shares  outstanding  for
the three months ended March 31, 1995 and 1996.

(3)         Foreign currency position:

            As of March 31, 1996, the Company's assets and liabilities 
denominated in foreign currency, represented by U.S. dollars, converted at 
an exchange rate of 7.5375 pesos, are as follows (in thousands of U.S. 
dollars):




                                                                              
      Assets...........................................                    $   588,796
      Liabilities--
        Current........................................    $   (67,385)
        Long-term......................................       (556,708)       (624,093)
                                                              --------        -------- 
          Net liability position in foreign currency...                    $   (35,297)
                                                            ===========     =========== 


(4)   Notes and accounts receivable:

        Notes and accounts receivable include:


                                              December 31,         March 31,
                                                  1995               1996
                                             --------------     -------------
   Trade................................     Ps.   603,513      Ps.   764,157
   Current Portion of Long-Term Notes
     Receivable.........................            63,045                -

   Less-Allowance for doubtful accounts.           (58,544)           (58,080)
                                            --------------            -------
                                                   608,014            706,077

   Short-term portion of receivable from
    trust for stock sales plan..........             2,712              2,503
   Refundable income tax................            15,831              5,493
   Refundable asset tax.................             6,928                  -
   Refundable value added tax...........            16,118              2,074
   Other................................            86,176            132,081
                                             -------------      -------------
                                             Ps.   735,779      Ps.   848,228
                                             =============      =============

(5)   Inventories:

        Inventories consist of the following:

                                              December 31,        March 31,
                                                  1995               1996
                                             --------------     -------------
   Finished goods.......................     Ps.  1,032,271     Ps. 1,004,507
   Work in process......................            352,530           352,657
   Raw materials........................            666,598           531,330
   Merchandise in transit and advances to
     suppliers                                       23,124            32,646
                                             --------------     -------------
                                                  2,074,523         1,921,140

   Less-Allowance for obsolete and
     slow-moving items..................           (224,701)          (207,704)
                                             --------------     --------------
                                             0Ps.  1,849,822     Ps. 1,713,436



(6)   Property, plant and equipment:

        Property, plant and equipment include:
                                               December 31,        March 31,
                                                   1995              1996
                                              --------------    --------------
   Buildings and improvements...........      Ps.  1,094,557    Ps.    953,444
   Machinery and equipment..............             772,039           912,453
   Transportation equipment.............             296,000           342,476
   Furniture and fixtures...............              93,998            72,944
                                              --------------    --------------
                                                   2,256,594         2,281,317
   Less Accumulated depreciation........            (816,513)         (829,032)
                                                   1,440,081         1,452,285
     Land...............................             102,126            98,818
                                              --------------    --------------
                                              Ps.  1,542,207    Ps.  1,551,103

(7)   Bank loans and long-term debt:

        An analysis of bank loans and long-term debt is as follows:

                                               December 31,         March 31,
                                                   1995               1996
                                              --------------    --------------
   Bank loans
       Banca Confia.........................  Ps.          -    Ps.     11,915
       Bancomer.............................               -             2,600
       Banorte..............................               -                 -
       Credit Commercial de France..........               -            50,356
       Other................................          14,827                31
                                              --------------    --------------
                                              Ps      14,827    Ps.     64,902
                                              ==============    ==============

       Long-term debt
   Eurobonds................................  Ps.  1,257,878    Ps. 1,130,625
   Subordinated Convertible Debentures......       1,375,213        1,236,090
   Bank Credit Facility.....................         771,499          693,450
   Term Notes Payable.......................       1,048,232          942,188
   Other....................................          14,827                3
   Less -
       Discount on Issuance of Subordinated
       Convertible Debentures                       (110,228)               -
       Current Maturities of Long-term debt          (14,827)               -
                                              ---------------   -------------
                                              Ps.  4,342,594    Ps. 4,002,356
                                              ==============    =============



                CONSORCIO G GRUPO DINA, S. A. DE C. V. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                      (UNAUDITED)
                      AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
           EXPRESSED IN CURRENCY WITH PURCHASING POWER AS OF MARCH 31, 1996
                        (Stated in thousands of Mexican pesos)


Eurobonds

           On November 18, 1992 Eurobonds through Guaranteed Notes with a
principal amount of $150,000 were issued. The 10.5% Guaranteed Notes are
due November 18, 1997 with interest payable semi-annually in arrears on May
18 and November 18. See Note 8 for explanation of Exchange Offer for these
Eurobonds.

           The terms of the Eurobonds restrict the disposition of the stock
of subsidiaries and fixed assets unless the proceeds are subsequently
reinvested, and limit the pledging of assets or granting of guarantees on
additional debt. The Eurobonds are guaranteed by each of Dina Camiones,
S.A. de C.V., Dina Autobuses, S.A. de C.V. and Dina Comercializadora, S.A.
de C.V., subsidiaries of the Company.

Subordinated convertible debentures

           On August 8, 1994, DINA issued subordinated convertible
debentures for $163,993, with a discount of $14,759, due in August 2004,
with interest payable semi-annually at 8%, net of certain taxes. DINA has
the option of redeeming the debentures after three years and before 5 years
with a prepayment penalty, if the market price of the American Depositary
shares (ADS) of Series "L" stock of the company exceeds $22.86 for a
specified period of time. The debentures are convertible at the option of
the holder 56.88 ADSs per one thousand dollars of principal amount. The
discount will be amortized through august 2004 on a straight- line basis.

Bank credit facility

           Long-term bank credits are available to MCII from participating
banks under an agreement (the "Bank Credit Facility") which provides up to
$125,000 for borrowing purposes, of which up to $35,000 is available for
issuance of standby letters of credit. Borrowings were available at
December 31, 1995 on a revolving basis until January 31, 1998. At December
31, 1995, there were borrowings of $92,000 outstanding under the Bank
Credit Facility and $6,920 of standby letters of credit were issued.

           Canadian revolving credit loans are available to a subsidiary of
MCII which provide for loans up to the Canadian equivalent of $7,329, of
which no amounts were outstanding at December 31, 1995. Borrowings were
available at December 31, 1995 on a revolving basis until January 31, 1996,
with outstanding borrowings then converting into a term loan repayable in
36 equal monthly installments.

           The interest rates applicable to borrowings under these
agreements are, at MCII's option, indexed to the bank prime rate or the
London Inter-banking Offering Rate ("LIBOR"), plus appropriate spreads over
such indices during the period of each borrowing agreement. The agreements
also provide for commitment fees. Such spreads and fees can change based
upon changes in MCII's financial ratios. Annually, with the participating
banks' consent, the term of the agreements may be extended for one year.

Term notes payable

           MCII has $125,000 of term notes payable which are due in annual
installments of $25,000 beginning in November 1998 and extending through
November 2002. Interest on the notes is at a fixed rate of 9.02%, however,
MCII has entered into an interest rate swap agreement which effectively
changes the interest rate on the notes to LIBOR plus 1.14%. During 1995,
MCII terminated $62,500 of the swap in exchange for $4,950 which will be
amortized as a reduction of interest expense over the remaining life of the
notes. As a result, the effective interest rate on $62,500 of the notes is
at LIBOR plus 1.4% and $62,500 is at a fixed rate of 7.44%.

           MCII long-term debt agreements include various restrictive
covenants and require the maintenance of certain defined financial rations
with which MCII is in compliance.

(8)   Subsequent Event:

Debt exchange offer

           On April 22, 1996, the Company initiated an "Exchange Offer"
with the holders of the Eurobonds in the amount of US$150 million (see Note
14), requesting the exchange of the Eurobonds currently outstanding for new
Eurobonds, which would include the offering of new notes with a face value
of 1,417 times the existing face value, an extension of the maturity date
from November 18, 1997 to November 15, 2002 and an increase in the interest
rate from 10.5% to 12%. In the event of certain changes in the ratings of
the notes, the interest rate could increase on 15% after November 15, 1999.
In addition, interest would not be paid during the first 3 years the new
notes are effective and would be capitalized and due upon maturity using a
"zero coupon" basis.

           The new notes will be issued jointly with Consorcio G. Grupo
Dina, S.A. de C.V. as primary obligor. In the event of non-payment, MCII
Holdings (USA), Inc., a subsidiary 100% owned by Consorcio G. Grupo Dina,
S.A. de C.V., incorporated on April 19, 1996 with the sole purpose of
holding the total number of shares of MCII, will guarantee the debt.

           The Exchange Offer includes certain changes in the existing
terms of the Eurobonds, including guarantees and certain commitments and is
subject to the exchange of a minimum amount of US$120 million. The Company
has obtained verbal consent to the exchange of a minimum amount of US$120
million. The Company has obtained verbal consent from the principal
Eurobond holders, who hold approximately US$120 million. Therefore, the
Company's management believes that at least this amount will be
restructured under the conditions above. whether the other note holders are
interested in exchanging their notes will not be known until May 17, 1996.
The issuance and exchange of the new notes is subject to the approval of
the Mexican National Banking and Securities Commission. The Company's
management believes that the possibility of completing the exchange Offer
are favorable.




                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
MCII Holdings (USA), Inc.:

We have audited the accompanying consolidated balance sheet of MCII
HOLDINGS (USA), INC. (a wholly owned subsidiary of Consorcio G Grupo Dina,
S.A. de C.V.) and subsidiaries (the Company) as of December 31, 1995, and
the related consolidated statements of income, changes in stockholder's
equity and cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial state-
ments.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of MCII Holdings (USA), Inc. and subsidiaries as of December 31,
1995, and the results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.

                                                        Arthur Andersen LLP

Phoenix, Arizona,
   February 19, 1996


                         INDEPENDENT AUDITORS' REPORT

To the Stockholder of
Motor Coach Industries International, Inc.

We have audited the accompanying consolidated balance sheet of Motor Coach 
Industries International, Inc. and its subsidiaries (a wholly-owned 
subsidiary of Consorcio G Grupo Dina, S.A. de C.V.) (the "Company") as of 
December 31, 1994, and the related consolidated statements of income, 
changes in stockholder's equity and cash flows for the five month period 
ended December 31, 1994.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial state-
ments.  An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Motor Coach Industries 
International, Inc. and its subsidiaries at December 31, 1994, and the 
results of their operations and their cash flows for the five month period 
ended December 31, 1994, in conformity with generally accepted accounting 
principles.

Deloitte & Touche LLP
Phoenix, Arizona

February 24, 1995


                         INDEPENDENT AUDITORS' REPORT

To the Stockholder of
Motor Coach Industries International, Inc.

We have audited the accompanying consolidated statements of income, changes
in stockholder's equity and cash flows for the seven month period ended
July 31, 1994 and for the year ended December 31, 1993, of Motor Coach 
Industries International, Inc. and its subsidiaries (a wholly-owned 
subsidiary of Consorcio G Grupo Dina, S.A. de C.V.) (the "Predecessor").  
These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial state-
ments.  An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the results of operations and cash flows for the
seven month period ended July 31, 1994 and the year ended December 31, 1993
of Motor Coach Industries International, Inc. in conformity with generally 
accepted accounting principles.

Deloitte & Touche LLP
Phoenix, Arizona

February 24, 1995


                           MCII HOLDINGS (USA), INC
         (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)

                         CONSOLIDATED BALANCE SHEET

                                                  December 31   December 31
 (000 omitted, except share data)                     1995         1994

 ASSETS
   Current assets:
      Cash and cash equivalents                      $ 30,607     $ 6,941
      Receivables, less allowance of $1,903 and        34,936      26,523
 $1,209
      Current portion of notes receivable               4,722       4,791
      Inventories                                     146,718     121,381

      Deferred income taxes                             8,570       5,173
      Other current assets                              4,073       4,590
        Total current assets                          229,626     169,399
      Property, plant and equipment                    75,021      55,582
      Notes receivable                                 30,909      32,521
      Investment in and advances to discontinued 
        operations                                     11,311      42,821
      Deferred income taxes                            14,350      10,663
      Intangibles                                     242,923     242,333
      Other assets                                      9,902       5,597
                                                     $614,042    $558,916

 LIABILITIES AND STOCKHOLDER'S EQUITY
   Current liabilities:
      Bank overdrafts                                $    504     $ 5,734
      Accounts payable                                 24,722      25,314
      Accrued compensation and other benefits          13,101      10,014
      Accrued warranties                                5,381       4,726

      Accrued income taxes                             11,924       2,878
      Insurance reserves                                5,337       5,586
      Due to Grupo DINA                                   367
      Other current liabilities                        11,605      11,849 
        Total current liabilities                      72,941      66,101
      Long-term debt                                  217,668     195,000
      Pensions and other benefits                       8,866       9,863
      Other deferred items and insurance reserves      13,146       8,464
      Deferred income taxes                             6,613       6,676
      Commitments and contingent liabilities
        (Notes G, I, L, M, N, O)
      Stockholder's equity:
        Common stock,  $.01 par value, 1,000 
         shares authorized and issued
        Additional capital                            317,465     317,465
        Deficit                                       (18,856)    (37,114)
        Cumulative translation adjustments             (3,801)     (7,539)
           Total stockholder's equity                 294,808     272,812
                                                     $614,042    $558,916
              See notes to consolidated financial statements.





                                                                              MCII HOLDINGS (USA), INC.
                                                         (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)

                                                                          STATEMENT OF CONSOLIDATED INCOME



                                                                                                                 Predecessor
                                                                                                         -------------------------
                                                                                             Five Months    Seven 
                                                                               Year Ended       Ended    Months Ended  Year Ended
                                                                              December  31,  December 31,   July 31,  December 31,
(000 omitted)                                                                     1995          1994         1994         1993
- - ----------------------------------------------------------------------------------------------------------------------------------

                                                                                                           
Revenues:
      Sales                                                                     $ 509,925    $ 191,789    $ 271,797    $ 394,112
      Finance income                                                                6,412        2,584        1,297        4,908
                                                                                  516,337      194,373      273,094      399,020
Operating costs and expenses:
      Cost of sales (exclusive of items shown separately below)                   397,395      151,614      203,538      303,075
      Depreciation and amortization                                                14,618        5,841        3,279        4,547
      Interest expense, finance operations                                          2,658          693          291          775
      Research and development expenses                                             2,915          492        1,238        1,420
      Selling, general and administrative expenses                                 60,412       26,614       27,825       43,850
                                                                                  477,998      185,254      236,171      353,667
                                                                                             ---------    ---------    ---------

Operating income                                                                   38,339        9,119       36,923       45,353
                                                                                ---------    ---------    ---------    ---------

Other (income) and expense:
      Interest expense                                                             13,435        2,464        1,812        1,508
      Other (income)                                                                 (469)        (189)        (225)      (1,423)
      Gain from sale of marketable securities (Note Q)                            (10,522)
      Merger related expenses (Note B)                                                                       11,294
      Minority interests                                                                                        378        2,021
                                                                                ---------    ---------    ---------    ---------
                                                                                    2,444        2,275       13,259        2,106
                                                                                ---------    ---------    ---------    ---------
Income before income taxes                                                         35,895        6,844       23,664       43,247
Income taxes                                                                       17,637        3,958       11,522       16,606
                                                                                ---------    ---------    ---------    ---------
Income from continuing operations                                                  18,258        2,886       12,142       26,641
                                                                                ---------    ---------    ---------    ---------
Discontinued operations:
      Loss of transit manufacturing operations, net of tax 
        benefit of $2,934                                                                                                 (6,793)
      Loss on disposal of transit manufacturing, net of tax
         benefit of $1,885 and $33,573                                                                       (3,500)     (53,629)
                                                                                ---------    ---------    ---------    ---------
                                                                                        0            0       (3,500)     (60,422)
                                                                                ---------    ---------    ---------    ---------

Net income (loss)                                                               $  18,258    $   2,886    $   8,642    $ (33,781)
                                                                                =========    =========    =========    =========




                                                 See notes to consolidated financial statements.






                                                         MCII HOLDINGS (USA), INC.
                                    (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)

                                         STATEMENT OF CONSOLIDATED CHANGES IN STOCKHOLDER'S EQUITY


                                                   Dial Investment                                                       
                                                         and                                                             
(000 omitted)                                         Advances           Common Stock    Additional Capital      Deficit
- - --------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Balance, January 1, 1993 (Predecessor)            $        235,863       $                $                   $           
Net Income                                                  12,090                                                        
Dial investment and advances, net                          (88,730)                                                       
Unrealized translation loss                                                     (957)                                     
Conversion of a portion of advances from Dial
  to a Senior Note due to Dial                             (42,000)                                                       
MCII's acquisition of Transportation
  Manufacturing Operations, Inc.                          (116,266)              201           118,354                    
Increase in deferred tax assets as a result of
  step-up in income tax basis of net assets                                                                        28,627 
Net loss                                                                                                                  
Unrealized translation loss                                                                                               
Dividends on common stock                                                                                          (1,008)
Common stock issued in connection with employee
  benefit plan                                                                     1               419                    
                                                  ----------------   ---------------   ---------------   ---------------- 
Balance, December 31, 1993 (Predecessor)                         0               202           147,400            (46,879)

Net income                                                                                                          8,642 
Common stock issued in connection with employee
  benefit plan                                                                                   1,140                    
Unrealized translation loss                                                                                               
Dividends on common stock                                                                                                 
                                                  ----------------   ---------------   ---------------   ---------------- 
Balance, July 31, 1994 (Predecessor)                             0               202           148,540             40,254 

Effect of push-down purchase accounting adjust-
   ments due to Dina's acquisition of MCII                                      (202)          168,925             40,254 
Net income                                                                                                          2,886 
Unrealized translation loss                                                                                               
Dividends on common stock                                                                                         (40,000)
                                                  ----------------   ---------------   ---------------   ---------------- 
Balance, December 31, 1994                                       0                 0           317,465            (37,114)

Net income                                                                                                         18,258 
Unrealized translation gain                                                                                               
                                                  ----------------   ---------------   ---------------   ---------------- 
Balance, December 31, 1995                        $              0   $             0   $       317,465   $        (18,856)
                                                  ================   ===============   ===============   ================ 




                                                  Cumulative
                                                  Translation
(000 omitted)                                      Adjustment          Total 
- - ------------------------------------------------------------------------------
                                                                          
Balance, January 1, 1993 (Predecessor)                   $          $ 235,863 
Net Income                                                             12,090 
Dial investment and advances, net                                     (88,730)
Unrealized translation loss                                              (957)
Conversion of a portion of advances from Dial                                 
  to a Senior Note due to Dial                                        (42,000)
MCII's acquisition of Transportation                                          
  Manufacturing Operations, Inc.                          (2,289)           0 
Increase in deferred tax assets as a result of                                
  step-up in income tax basis of net assets                            28,627 
Net loss                                                 (45,871)     (45,871)
Unrealized translation loss                                  (65)         (65)
Dividends on common stock                                              (1,008)
Common stock issued in connection with employee                               
  benefit plan                                                            420 
                                                       ---------    --------- 
Balance, December 31, 1993 (Predecessor)                  (2,354)     (98,369)
                                                                              
Net income                                                              8,642 
Common stock issued in connection with employee                               
  benefit plan                                                          1,140 
Unrealized translation loss                               (2,733)      (2,733)
Dividends on common stock                                 (2,017)      (2,017)
                                                       ---------    --------- 
Balance, July 31, 1994 (Predecessor)                      (5,087)     103,401 
                                                                              
Effect of push-down purchase accounting adjust-                               
   ments due to Dina's acquisition of MCII                  (751)     208,226 
Net income                                                              2,886 
Unrealized translation loss                               (1,701)      (1,701)
Dividends on common stock                                             (40,000)
                                                       ---------    --------- 
Balance, December 31, 1994                                (7,539)     272,812 
                                                                              
Net income                                                             18,258 
Unrealized translation gain                                3,738        3,738 
                                                       ---------    --------- 
Balance, December 31, 1995                             $  (3,801)   $ 294,508 
                                                       =========    ========= 


              See notes to consolidated financial statements.


                         MCII HOLDINGS (USA), INC.
    (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)

                    STATEMENT OF CONSOLIDATED CASH FLOWS


                                             Five          Predecessor
                                   Year      Months    Seven
                                   Ended     Ended     Months    Year
                                   Decem-    Decem-    Ended     Ended
                                   ber  31,  ber  31,  July 31,  December 31,
 (000 omitted)                     1995      1994      1994      1993

 CASH FLOWS PROVIDED (USED) BY
 OPERATING ACTIVITIES:
 Net income                       $ 18,258  $  2,886  $  8,642  $ (33,781)
   Adjustments to reconcile net
      income to net cash used by
      operations:
   Depreciation and amortization     14,618     5,841     3,279     4,547
   Deferred income taxes              1,019    (1,760)    1,187    (3,595)
   Discontinued operations                                3,500    60,422
   Loss (gain) on sale of property
     and notes receivable            (1,945)      180       (69)   (1,979)
   Gain on sale of marketable
     securities                     (10,522)
   Other noncash items, net           4,335    (1,524)   (1,145)   (1,453)
   Change in operating assets
   and liabilities:
      Receivables                    (8,649)   (2,536)    3,280       393
      Inventories                   (24,384)  (11,662)  (16,706)   (2,914)
      Due to Grupo DINA                 367
      Accounts payable                 (770)    4,780   (10,825)   10,261
      Accrued income taxes            6,064    (4,788)   (3,567)    4,292
      Other current liabilities       1,868     1,022     9,031     4,888
      Other assets and liabili-
        ties, net                      (534)   (3,211)   (1,566)   (6,343)
 Net cash used by operating
   activities                          (275)  (10,772)   (1,827)    34,738

 CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
   Capital expenditures             (12,559)   (4,915)   (1,936)   (5,472)
   Investment in assets held for
     lease                          (45,667)     (689)   (6,846)
   Investments in, or purchases
      of, businesses or market-
      able securities               (17,742)            (34,616)   (6,000)
   Proceeds from sale of market-
     able securities                 23,716
   Proceeds from sale of property
     and notes receivable            40,675     3,559     1,452    77,150
   Investment in notes receivable   (26,483)  (18,090)  (19,739)  (31,496)
   Collections of notes
     receivable                      21,095     2,029     1,050    27,642
   Investment in discontinued
     operations, net                 24,210    23,671       489  (43,933)
   Net cash provided (used) by
     investing activities             7,245     5,565   (60,146)  17,891

 CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:


   Net change in bank overdrafts     (5,230)     (680)     (730)   (8,077)
   Additional long-term borrowings            125,000
   Payments of long-term
     borrowings                         (74)  (42,000)               (766)
   Net change in bank credit
     facilities                      22,000   (49,000)   70,533    48,467
   Dividends on common stock                  (34,000)   (2,017)   (1,008)
   Common stock issued                                    1,140       420
   Dial investment and advances,
     net                                                          (88,730)
 Net cash provided (used) by
   financing activities              16,696      (680)   68,926    49,694)

 Net increase (decrease) in cash
   and cash equivalents              23,666    (5,887)    6,953     2,935

 Cash and cash equivalents,
   beginning of period                6,941    12,828     5,875     2,940
 Cash and cash equivalents, end
   of period                       $ 30,607  $  6,941  $ 12,828  $  5,875

              See notes to consolidated financial statements.


                           MCII HOLDINGS (USA), INC.
                         (A WHOLLY OWNED SUBSIDIARY OF
                     CONSORCIO G GRUPO DINA, S.A. DE C.V.)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     A.   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

          The consolidated financial statements include the accounts
     of MCII Holdings (USA), Inc. and subsidiaries ("Holdings" or the
     "Company").  Financial statements of the Company as of and for
     any period prior to the August 8, 1994 acquisition described
     below are designated as  Predecessor .  

          Holdings was formed for the purpose of holding Motor Coach
     Industries International, Inc. ("MCII") as its wholly owned
     subsidiary. On May 28, 1996, Dina transferred to Holdings all 100
     shares of MCII $.01 par value common stock, in exchange for which
     Holdings issued to Dina all 1,000 shares of its $.01 par value
     common stock.  As a result of this exchange between entities
     under common control, the transaction was accounted for at
     historical cost in a manner similar to that in a pooling of
     interests and, therefore, all prior financial statements present-
     ed have been restated as if the exchange took place at the
     beginning of such periods.

          On August 8, 1994, Consorcio G Grupo Dina, S.A. de C. V.
     ("Dina") acquired all of the issued and outstanding common stock
     of Motor Coach Industries International, Inc. ( MCII ).  As a
     result of this transaction, the assets and liabilities of MCII
     were stated at estimated fair value as of the acquisition date,
     and the excess of the consideration paid by Dina over the esti-
     mated fair value of the net assets acquired was recorded as
     goodwill.  For financial reporting purposes, the Company account-
     ed for the transaction effective August 1, 1994.  See Note B for
     further discussion.

          On August 12, 1993, The Dial Corp ( Dial ) sold, through an
     initial public offering, 20 million shares of MCII pursuant to an
     underwriting agreement dated August 4, 1993 (the  Distribution ). 
     Dial s transportation manufacturing and service parts subsidiar-
     ies, which now comprise MCII s wholly owned subsidiary, Transpor-
     tation Manufacturing Operations, Inc. ( TMO ), were transferred
     to MCII immediately after and in connection with the public
     offering of MCII shares.  As a result, the financial statements
     of the Company reflect the consolidated results of operations and
     financial condition of MCII and subsidiaries subsequent to August
     12, 1993 and the combined results of operations and financial
     condition of the companies which formerly comprised TMO prior to
     August 12, 1993.

          The Company is a manufacturer of coaches, and a manufacturer
     and distributor of coach and transit bus replacement parts, with
     manufacturing facilities in the United States and Canada.  Sales
     are made predominately in the United States and Canada to a
     diversified customer base, including independent coach operators,
     national coach fleet operators, government agencies and others.

          The financial statements have been prepared in accordance
     with generally accepted accounting principles.  The preparation
     of financial statements in conformity with generally accepted
     accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets, liabili-
     ties, revenues and expenses as well as contingent assets and
     liabilities disclosed in the financial statements.  Actual
     results could differ from those amounts reported or disclosed. 
     However, management does not believe that such differences, if
     any, would be material to the Company s financial condition or
     results of operations.   Intercompany accounts and transactions
     between Holdings and its subsidiaries have been eliminated. 
     Certain reclassifications have been made to the  financial
     statements of prior periods to conform to 1995 classifications. 
     Described below are those accounting policies that are particu-
     larly significant to the Company, including those selected from
     acceptable alternatives.

     CASH EQUIVALENTS

          The Company considers all highly liquid investments with
     maturities of three months or less  when purchased to be cash
     equivalents.

     INVENTORIES

          Inventories are stated at the lower of cost or market.  Cost
     is generally determined on a first-in, first-out basis. 

     PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment are stated at cost.  Deprecia-
     tion is provided principally by use of the straight-line method
     at annual rates as follows:

          Buildings and leasehold improvements . . . . . .   3% to 25%
          Assets held for lease  . . . . . . . . . . . . . . 9% to 20%
          Machinery and equipment  . . . . . . . . . . . .   8% to 33%

     NOTES RECEIVABLE

          Notes receivable are collateralized by coaches.   Substan-
     tially all contracts carry floating rates of interest based on
     the creditworthiness of each individual purchaser.  The allowance
     for uncollectible contracts is adjusted periodically based on an
     evaluation of individual contract collectibility.

     INTANGIBLES

          Intangibles (primarily goodwill) are carried at cost less
     applicable amortization of $6,381,000 at December 31, 1995 and
     $2,824,000 at December 31, 1994.  Intangibles are primarily
     amortized on the straight-line method over the periods of expect-
     ed benefit, but not in excess of 40 years.

     WARRANTY

          At the time of sale, an accrual for warranty claims, which
     is based upon management's estimate of future warranty liabili-
     ties, is recorded and charged to operations.  Actual warranty
     expenditures are charged to the accrual as incurred, and periodi-
     cally the accrual is reviewed for adequacy in light of actual
     experience and adjustments are recorded if necessary.

     RESEARCH AND DEVELOPMENT

          Research and development expenses, net of contributions, are
     charged to income as incurred.

     FOREIGN CURRENCY EXCHANGE

          The Company enters into foreign exchange forward contracts
     to hedge certain firm and anticipated purchase commitments
     settled in foreign currencies as a means of reducing exposure to
     fluctuations in foreign exchange rates.  The Company does not
     engage in foreign currency speculation.  The contracts do not
     subject the Company to risk due to exchange rate movements as
     gains and losses on the contracts offset gains and losses on the
     transactions being hedged.  Foreign currency transactions which
     are not hedged are converted at the exchange rate in effect at
     the date of the transaction.  Any gain or loss resulting from the
     translation is included in the income statement.

     PENSIONS AND OTHER BENEFITS

          Trusteed, noncontributory and contributory pension plans
     cover substantially all employees.  Benefits for the noncontribu-
     tory plans are based primarily on final average salary and years
     of service.  Net periodic pension cost for the Company is based
     on the provisions of Statement of Financial Accounting Standards
     ("SFAS") No. 87, "Employers' Accounting for Pensions."  Funding
     policies provide that payments to pension trusts shall be at
     least equal to the minimum funding required by applicable regula-
     tions.  Contributions and cost for the contributory pension plans
     are determined as a percentage of each covered employee's regular
     wages.

          The Company has defined benefit post retirement plans that
     provide medical and life insurance for eligible retirees and
     dependents.  The net periodic postretirement benefit cost for the
     Company is based upon the provisions of SFAS No. 106 "Employers'
     Accounting for Postretirement Benefits Other Than Pensions". 

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

          The Financial Accounting Standards Board has issued State-
     ment of Financial Accounting Standards ( SFAS ) No. 121,  Ac-
     counting for the Impairment of Long-Lived Assets and for Long-
     Lived Assets to be Disposed of,  which the Company is required to
     adopt in 1996.  SFAS No. 121 requires that long-lived assets be
     reviewed for impairment whenever events or circumstances indicate
     that the carrying amount of the asset may not be recoverable.  If
     the sum of the expected future cash flows (undiscounted and
     without interest charges) from an asset to be held and used in
     operations is less than the carrying value of the assets, an
     impairment loss must be recognized in the amount of the differ-
     ence between the carrying value and the fair value.  Assets to be
     disposed of must be valued at the lower of carrying value or fair
     value less cost to sell.  In management s opinion, adoption of
     SFAS No. 121 will not have a material impact on the Company s
     financial position.

     B.   ACQUISITION BY DINA

          PURCHASE ACCOUNTING ADJUSTMENTS

          On August 8, 1994, Dina acquired all of the issued and
     outstanding common stock of MCII.  The acquisition was accounted
     for as a purchase and "push down accounting" was applied, with
     the result that purchase accounting adjustments were reflected in
     the accounting of MCII and its subsidiaries.

          Application of push down purchase accounting resulted in a
     preliminary adjustment of all outstanding assets and liabilities
     of the Company to their estimated fair value on the date of the
     acquisition. The Company is also in the process of obtaining
     additional information to quantify the potential liability
     related to certain preacquisition U.S. and Canadian tax contin-
     gencies.  Once those amounts have been quantified, the contingen-
     cies may be recorded as an additional purchase accounting adjust-
     ment.  The excess of the consideration paid by Dina over the
     estimated fair value of the net assets acquired, based upon the
     preliminary purchase accounting adjustment, was $236,064,000 and
     is being amortized over 40 years using the straight line method. 
     The following table reflects the changes made in the accounts of
     MCII and its subsidiaries as a result of applying push down
     accounting:
 
                                              (000 OMITTED)
             Assets:
              Inventories  . . . . . . . . . .  $  (1,200)
              Property, plant and equipment. .      7,383 
              Deferred income taxes  . . . . .    (34,021)
              Intangibles  . . . . . . . . . .    236,064 
                                                $ 208,226 
             Liabilities and Equity:
              Stockholders' equity   . . . . .  $ 208,226 

          The purchase accounting adjustments described above have
     resulted in an increase in depreciation expense due to the step-
     up in the basis of property, plant and equipment, and an increase
     in amortization expense due to the creation of the intangible. As
     a result of these adjustments, the increase in depreciation and
     amortization expense for 1995 and 1994 was $6,450,000 and
     $2,655,000, respectively. 

          MERGER RELATED EXPENSES

          In connection with the 1994 acquisition of MCII by Dina, the
     Company incurred $11,294,000 of merger-related expenses.   These
     expenses were for the cash settlement of all outstanding stock
     options and the acceleration of vesting on all unvested restrict-
     ed stock ($6,831,000) and for professional fees, printing, travel
     and other costs related to the transaction ($4,463,000).

     C.   ACQUISITIONS

          In November 1995, the Company purchased a 70% ownership
     interest in Nanjing Starley Transportation Company Limited, an
     intercity coach operation which provides regularly scheduled
     passenger service in China, for $2,021,000.  The investment,
     which is being accounted for under the equity method, was made by
     contributing ten refurbished used coaches valued at $1,071,000
     and payment of related fees, duties and shipping costs of
     $950,000.

          In April 1995, the Company acquired substantially all of the
     net assets of Billingsley Parts and Equipment, Inc., a distribu-
     tor of school bus parts.  The acquisition was accounted for as a
     purchase in which total consideration was $2,890,000, of which
     $2,000,000 was paid in cash and the remainder in the form of a
     note payable. 


          In February 1994, the Company acquired the remaining 31% of
     the outstanding stock of its then 69% owned Canadian coach
     manufacturing subsidiary, Motor Coach Industries Limited
     ("MCIL"), for $34,290,000.  The acquisition was accounted for as
     a purchase and the excess of the purchase price over the estimat-
     ed fair value of net assets acquired was $11,933,000.  Such
     excess is being amortized over 40 years using the straight line
     method.  As a result of this acquisition, no additional charge to
     minority interests will be recorded in the Statement of Consoli-
     dated Income subsequent to the acquisition date.

          The following table reflects the changes made in the ac-
     counts of MCIL as a result of applying push down purchase ac-
     counting:

                                                    (000 OMITTED)
               Assets:
                  Property, plant and equipment. . .   $15,500 
                  Intangibles  . . . . . . . . . . .    11,933 
                                                       $27,433 

               Liabilities and Equity:
                  Deferred income taxes  . . . . . .   $ 6,425 
                  Pensions and other benefits. . . .       235 
                  Stockholders' equity . . . . . . .    20,773 
                                                       $27,433 

          The purchase accounting adjustments described above have
     resulted in an increase in depreciation expense due to the step-
     up in the basis of property, plant and equipment, and an increase
     in amortization expense due to the creation of the intangible. 
     As a result of these adjustments, depreciation and amortization
     expenses for 1995 and 1994 increased by $1,879,000 and
     $1,598,000, respectively.  

     D.   DISCONTINUED OPERATIONS

          In November 1993, the Board of Directors approved a plan of
     disposition of the transit bus manufacturing segment.  This
     decision was based upon management's review of market activities,
     business prospects, competitive bidding, evaluation of backlogs,
     economic value analysis, and opportunities for cost reduction,
     which indicated that the transit bus manufacturing business may
     not achieve acceptable profitability in the foreseeable future. 
     As a result of this decision, a charge to discontinued operations
     of $87,202,000 ($53,629,000 after-tax) was recorded in the third
     quarter of 1993 to reflect the estimated loss on disposal of the
     transit manufacturing segment.  During 1994, based upon further
     analysis of the estimated loss to be incurred on the disposal, an
     additional provision of $5,385,000 ($3,500,000 after-tax) was
     recorded, resulting in a total charge to discontinued operations
     of $92,587,000 ($57,129,000 after-tax).  

          In November 1994, the Company sold the fixed assets and
     certain of the inventory of the transit bus manufacturing busi-
     ness, as well as the right to manufacture, remanufacture and
     distribute transit buses previously made by the Company, for
     aggregate consideration of $14,947,000, of which $4,877,000 was
     in the form of a note receivable and the remainder was in cash. 
     Additionally, the purchaser, for a period of five years from the
     sale date, has agreed not to distribute parts to transit buses
     previously made by the Company.  The Company retained all other


     assets and all of the remaining liabilities of the transit
     manufacturing business.

          The summarized balance sheet of the transit manufacturing
     segment at December 31 was as follows:

                                                  1995      1994
                                                   (000 OMITTED)
     Assets:
       Accounts receivable . . . . . . . . . .  $18,247   $32,257
       Inventories . . . . . . . . . . . . . .             20,878
       Other current assets  . . . . . . . . .    2,548     3,997
       Deferred taxes and other assets . . . .    5,097    18,676
                                                $25,892   $75,808
     Liabilities and equity:
       Accounts payable  . . . . . . . . . . .     $378    $1,598
            Other current liabilities  . . . .   12,858    28,460
       Other liabilities . . . . . . . . . . .    1,345     2,929
       The Company's investment and advances .   11,311    42,821
                                                $25,892   $75,808

          The following is a summary of the operating results of the
     transit manufacturing segment for the years ended December 31:

                                         1995      1994       1993 
                                              (000 OMITTED)

      Revenues  . . . . . . . . . . . . $24,278  $166,235  $126,364
      Operating costs and expenses  . .  24,881   177,009   141,683
      Income tax benefit  . . . . . . .    (603)  (10,774)  (15,319)
                                            232     4,148     5,087
      Losses charged to discontinued    $  (371)  $(6,626) $(10,232)
      operations reserve, net of
           tax benefit of $232, $4,148
           and $2,153  . . . . . . . . .    371     6,626     3,439
      Net loss from operations . . . . .$  -      $ -      $ (6,793)

          The cumulative loss on disposal of the transit manufacturing
     segment, recorded in 1994 and 1993, included the following
     components:

                                                               (000 OMITTED)

     Write-down of assets to estimated liquidation value  . . .   $53,860
     Provision for shut-down costs and other reserves   . . . .    20,327
     Provision for operating losses during phase-out period . .    18,400
                                                                   92,587
     Tax benefit  . . . . . . . . . . . . . . . . . . . . . . .   (35,458)
                                                                  $57,129

     E.   INVENTORIES

          Inventories at December 31 consisted of the following:

                                                    1995         1994
                                                       (000 OMITTED)

          Raw materials  . . . . . . . . . .      $ 26,219     $ 18,586
          Work in process  . . . . . . . . .        36,371       30,196
          Finished goods   . . . . . . . . .        98,979       84,315
                                                   161,569      133,097
          Excess quantity and obsolescence
            reserve  . . . . . . . . . . . .       (14,851)     (11,716)
                                                  $146,718     $121,381

     F.   PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment at December 31 consisted of
     the following:

                                                     1995         1994
                                                        (000 OMITTED)

          Land . . . . . . . . . . . . . . . . . .  $ 3,459      $ 3,192
          Buildings and leasehold improvements . .   31,947       24,323
          Assets held for lease  . . . . . . . . .   21,361        8,109
          Machinery and equipment  . . . . . . . .   27,896       22,974
                                                     84,663       58,598
          Less accumulated depreciation and
            amortization . . . . . . . . . . . . .   (9,642)      (3,016)
                                                    $75,021      $55,582

          Depreciation and amortization expense for property, plant
     and equipment was $7,778,000 for the year ended December 31,
     1995, $3,263,000 for the five month period ended December 31,
     1994, $2,839,000 for the seven month period ended July 31, 1994,
     and $3,358,000 for the year ended December 31, 1993.


     G.   NOTES RECEIVABLE

          Notes receivable at December 31 consisted of the following:

                                                     1995         1994
                                                        (000 OMITTED)

          Notes receivable, net of allowance for
             uncollectible contracts of $890
             and $750 . . . . . . . . . . . . . . .  $35,631    $37,312
          Less current portion  . . . . . . . . . .   (4,722)    (4,791)
          Long-term notes receivable  . . . . . . .  $30,909    $32,521

          During the year ended December 31, 1995, the five month
     period ended December 31, 1994,  the seven month period ended
     July 31, 1994 and the year ended December 31, 1993, the Company
     sold $42,366,000, $21,486,000, $23,097,000, and $72,511,000 of
     its notes receivable for $44,126,000, $22,386,000, $23,642,000,
     and $74,490,000, respectively.  The Company has agreed to repur-
     chase, for the unpaid balance, any contract for which there has
     been a material breach of any warranty, representation, covenant
     or other obligation of the Company as specified in the contract. 
     In the case of default by a debtor, the purchaser, after taking
     possession of the underlying collateral equipment, may permit the
     Company to remarket the equipment.  The Company is required to
     reimburse the purchaser for any losses as a result of defaults up
     to an aggregate of $8,467,000 at December 31, 1995.

          Scheduled annual maturities of notes receivable at December
     31, 1995 are $4,722,000, (1996), $4,455,000 (1997), $5,068,000
     (1998), $5,127,000 (1999), $3,716,000 (2000), and $13,433,000
     (thereafter). 

     H.   LONG-TERM DEBT

          Long-term debt at December 31 was as follows:

                                                       1995          1994
                                                          (000 OMITTED)

          Borrowings under bank credit facility . . .  $ 92,000    $ 70,000
          Term notes payable, due to 2002 . . . . . .   125,000     125,000
          Note payable at 7% due to 2001  . . . . . .       816
                                                        217,816     195,000
          Less current portion  . . . . . . . . . . .       148
          Long-term debt  . . . . . . . . . . . . . .  $217,668    $195,000

          Long-term bank credits are available to the Company from
     participating banks under an agreement (the "Bank Credit Facili-
     ty") which provides up to $125,000,000 for borrowing purposes, of
     which up to $35,000,000 is available for issuance of standby
     letters of credit.  Borrowings were available at December 31,
     1995 on a revolving basis until July 31, 1998.  At December 31,
     1995, there were borrowings of $92,000,000 outstanding under the
     Bank Credit Facility, and $6,920,000 of standby letters of credit
     were issued.

          Canadian revolving credit loans are available to a subsid-
     iary of the Company which provide for loans up to the Canadian
     equivalent of $7,329,000 of which no amounts were outstanding at
     December 31, 1995.  Borrowings were available at December 31,
     1995 on a revolving basis until January 31,  1996, with outstand-
     ing borrowings then converting into a term loan repayable in 36
     equal monthly installments. 

          The interest rates applicable to borrowings under these
     agreements are, at the Company's option, indexed to the bank
     prime rate or the London Interbank Offered Rate ("LIBOR"), plus
     appropriate spreads over such indices during the period of each
     borrowing agreement.  The agreements also provide for commitment
     fees.  Such spreads and fees can change based upon changes in the
     Company's financial ratios.   Annually, with the participating
     banks' consent, the term of the agreements may be extended for
     one year.

          The Company has $125,000,000 of term notes payable which are
     due in annual installments of $25,000,000 beginning in November
     1998 and extending through November 2002.  Interest on the notes
     is at a fixed rate of 9.02%.  However, the Company entered into
     an interest rate swap agreement in November 1994 which effective-
     ly changed the interest rate on the notes to LIBOR plus 1.14%.
     During 1995, the Company terminated $62,500,000 of the swap in
     exchange for $4,950,000 which is being amortized as a reduction
     of interest expense over the remaining life of the notes.  As a
     result, the effective interest rate is at LIBOR plus 1.14% on
     $62,500,000 of the notes and at a fixed rate of 7.44% on the
     remaining $62,500,000.

          The Company's long-term debt agreements include various
     restrictive covenants and require the maintenance of certain
     defined financial ratios with which the Company is in compliance.

          Annual maturities of long-term debt due in the next five
     years will approximate $148,000 (1996),  $148,000 (1997), 
     $117,148,000 (1998),  $25,148,000 (1999), $25,148,000 (2000) and
     $50,076,000 (thereafter).

          Interest paid in the year ended December 31, 1995, the five
     months ended December 31, 1994, the seven months ended July 31,
     1994 and the year ended December 31, 1993, was $15,920,000,
     $3,559,000, $5,007,000, and $1,937,000, respectively.  

          At December 31, 1995, no stockholder s equity was available
     for the payment of dividends by Holdings.

     I.   INCOME TAXES

          Prior to August 1993, Dial charged or credited the U.S.
     operations of the Predecessor an amount equal to the tax payments
     made or tax reductions realized by Dial as a result of including
     the Predecessor s U.S. tax results and credits in Dial s consoli-
     dated federal tax return.  Subsequent to August 1993, eligible
     subsidiaries are included in the consolidated and other applica-
     ble income tax returns of MCII.  Taxable income of the Company s
     Canadian subsidiaries is included in separate tax returns filed
     in Canada.

          Income tax expense (benefit) was comprised of the following:


                            YEAR    FIVE MONTHS     SEVEN       YEAR
                            ENDED      ENDED        MONTHS     ENDED
                          DECEMBER    DECEMBER    ENDED JULY  DECEMBER
                          31, 1995    31, 1994     31, 1994   31, 1993
                                          (000 OMITTED)

     Current
          U.S. Federal . $ 3,864      $ 2,267      $ 3,442     $13,249
          State  . . . .   1,108          537        1,699       2,007
          Foreign  . . .  11,646        2,914        5,194       4,945
                          16,618        5,718       10,335      20,201
     Deferred
          U.S. Federal .     373         (246)       1,220      (3,479)
          State  . . . .      79          (69)         (22)       (689)
          Foreign  . . .     567       (1,445)         (11)        573
                           1,019       (1,760)       1,187      (3,595)
     Total income tax    $17,637      $ 3,958      $11,522     $16,606
     expense . . . . . .

          Deferred income tax assets and liabilities included in the
     Consolidated Balance Sheet at December 31 consisted of the
     following:
                                                     1995      1994
                                                      (000 OMITTED)
     Deferred tax assets:
        Pensions and other benefits  . . . . .     $  4,979  $  4,573 
     Allowances and reserves for losses    . .        8,739     8,414 
        Net operating loss carryforward  . . .       12,150     4,833 
        Deferred state income taxes  . . . . .        1,222     1,144 
        Other  . . . . . . . . . . . . . . . .          546       683 
     Total gross deferred tax assets . . . . .       27,636    19,647 
          
     Deferred tax liabilities:
        Property, plant and equipment  . . . .       (8,186)   (9,364)
        Intangibles  . . . . . . . . . . . . .       (2,439)     (615)
        Installment sales  . . . . . . . . . .         (606)     (413)
        Other    . . . . . . . . . . . . . . .          (98)      (95)
     Total gross deferred tax liabilities  . .      (11,329)  (10,487)
     Net deferred tax asset  . . . . . . . . . .    $16,307  $  9,160  

          Income taxes paid (recovered) in the year ended December 31,
     1995, in the five month period ended December 31, 1994,  in the
     seven month period ended July 31, 1994, and in the year ended
     December 31, 1993, amounted to $4,606,000, $6,783,000,
     $(1,268,000) and $16,028,000, respectively.

          At December 31, 1995,  the Company had net operating loss
     carry forwards as follows:

                                             EXPIRING IN
                    NET OPERATING LOSS       YEAR ENDING
                     CARRY FORWARDS          DECEMBER 31,
                      (000 OMITTED)

                       $   2,690               2007
                           6,261               2008
                          22,988               2009
                           2,774               2010
                       $  34,713


         United States and Canadian income before income taxes was as
     follows:

                          YEAR     FIVE MONTHS      SEVEN      YEAR ENDED
                          ENDED    ENDED DECEM-  MONTHS END-    DECEMBER
                        DECEMBER   BER 31, 1994  ED JULY 31,    31, 1993
                        31, 1995                     1994

                                         (000 OMITTED)

      United States .  $12,979        $4,649      $12,123      $31,288
      Canada  . . . .   22,916         2,195       11,541       11,959
                       $35,895        $6,844      $23,664      $43,247

          A reconciliation of the provision for income taxes and the
     amount that would be computed using statutory federal income tax
     rates on income before income taxes is set forth below:

                         YEAR END-   FIVE MONTHS      SEVEN     YEAR END-
                         ED DECEM-   ENDED DECEM-     MONTHS    ED DECEM-
                          BER 31,      BER 31,      ENDED JULY   BER 31,
                           1995          1994        31, 1994     1993
                                          (000 OMITTED)

   Computed income tax
     provision at
     statutory fed-
     eral income tax
     rate of 35% . . . .  $12,563      $ 2,395       $ 8,283     $15,136
   Minority interests. .                                 132         707
   State income taxes. .      773          304         1,090         857
   Canadian tax differ-
     ences . . . . . . .      637          524           775         608
   Foreign dividend
     received  . . . . .    2,039
   Intangible amortiza-
     tion  . . . . . . .    1,652          543            53
   Merger related ex-
     penses  . . . . . .                               1,563
   Increase in deferred
     taxes due to 1%
     rate change                                                  (1,287)
   Other, net  . . . . .      (27)         192          (374)        585
   Provision for income
     taxes . . . . . . .  $17,637      $ 3,958       $11,522     $16,606
  
          The Predecessor's U.S. federal income tax returns have been
     examined through 1990 and are currently being examined for 1991,
     1992 and the seven months ended July 1993.

          The Predecessor's Canadian income tax returns for 1982
     through 1992 are currently under review by Revenue Canada. 
     Authorities have proposed imputing additional income relating to
     transactions with a U.S. based subsidiary of the Company.  A
     formal reassessment has been issued by Revenue Canada on the 1985
     return.  A notice of objection has been filed by the Company for
     1985.  In the event of an adverse judgment, the additional income
     taxes for 1982 through 1992 could amount to up to $25,000,000
     plus interest of approximately $25,000,000 and, in addition, the
     Company may be subject to potential reassessments for years
     subsequent to 1992 on the same basis which could result in
     additional income taxes and interest, all before recoveries of
     U.S. Federal income taxes which may be available to offset a
     portion of any additional taxes paid to Canada.  Although the
     Company is still in the process of obtaining additional informa-
     tion, based upon its review of current relevant information,
     including the advice of outside counsel, the Company is of the
     opinion that Revenue Canada's arguments are without merit and
     that any liability from this matter will not be material to its
     financial condition or results of operations.

     J.   PENSION BENEFITS

          Net periodic pension cost included the following components:

                                      UNITED STATES

                           YEAR ENDED   FIVE MONTHS     SEVEN      YEAR ENDED
                            DECEMBER    ENDED DEC.   MONTHS END-    DECEMBER
                            31, 1995     31, 1994    ED JULY 31,    31, 1993
                                                        1994
                                            (000 omitted)
    Service cost benefits
      earned during the
      period  . . . . . . .  $   797    $   389     $   545      $   842
    Interest cost on pro-
      jected benefit obli-
      gation  . . . . . . .      827        269         377          528
    Actual return on plan
    assets  . . . . . . . .   (1,592)      (135)       (189)        (332)
    Net amortization and 
      deferral  . . . . . .    1,127        (78)       (109)          97
    Other items, primarily
      defined contribution
      plans and settlement
      costs   . . . . . . .      842        162         227          146
    Net pension cost  . . .  $ 2,001    $   607     $   851      $ 1,281

                                              CANADA
                          YEAR ENDED   FIVE MONTHS  SEVEN MONTHS  YEAR ENDED
                         DECEMBER 31,  ENDED DEC.    ENDED JULY  DECEMBER 31,
                             1995       31, 1994      31, 1994       1993
                                            (000 omitted)

     Service cost benefits
      earned during the   
      period . . . . . . .  $   375     $   134      $   188      $   315
   Interest cost on pro-
      jected benefit obli-
      gation . . . . . . .      401         143          200          350
   Actual return on plan
     assets  . . . . . . .     (494)       (187)        (261)        (416)
   Net amortization and
     deferral  . . . . . .        1          (3)          (4)           1
   Other items, primarily
      defined contribution
      plans and settlement
      costs  . . . . . . .      610         223          313          437
   Net pension cost  . . .  $   893     $   310      $   436      $   687


          The following tables indicate the plans' funded status and
     amounts recognized in the Consolidated Balance Sheet at December
     31:




                                                                    UNITED STATES
                                          -------------------------------------------------------------------
                                                         1995                               1994
                                          ASSETS EXCEED      ACCUMULATED       ASSETS EXCEED      ACCUMULATED
                                          ACCUMULATED        BENEFITS          ACCUMULATED        BENEFITS
                                          BENEFITS           EXCEED ASSETS     BENEFITS           EXCEED ASSETS
                                          --------           -------------     --------           -------------
                                                                        (000 OMITTED)

                                                                                             
Actuarial present value of
     benefit obligations:
   Vested benefit obligation ...........    $ 5,035            $ 1,450            $ 4,134            $ 2,863
                                            =======            =======            =======            =======

   Accumulated benefit
     obligation ........................    $ 6,422            $ 1,572            $ 5,424            $ 2,972
                                            =======            =======            =======            =======

   Projected benefit
     obligation ........................    $ 8,048            $ 1,809            $ 6,955            $ 3,135

Market value of plan assets,
   primarily equity and fixed
    income securities ..................      8,935                162              6,990                101
                                            -------            -------            -------            -------

Plan assets over (under)
   projected benefit
   obligation ..........................        887             (1,648)                35             (3,034)
Unrecognized transition asset ..........        (63)                                  (73)
Unrecognized prior service
   cost reduction ......................        (12)             1,260                (14)                30
Unrecognized net (gain) loss ...........     (1,531)               190               (356)                47
Additional minimum liability ...........     (1,233)               (37)
                                            -------            -------            -------            -------
Accrued pension cost ...................    $  (719)           $(1,431)           $  (408)           $(2,994)
                                            =======            =======            =======            =======





                                             
                                                          CANADA      
                                           ----------------------------------
                                           ASSETS EXCEED ACCUMULATED BENEFITS
                                           ----------------------------------
                                                    1995            1994 
                                                  --------        --------

Actuarial present value of
 benefit obligations:
Vested benefit obligation .................       $ 3,711          $ 3,038
                                                  =======          =======

Accumulated benefit obligation ............       $ 3,713          $ 3,039
                                                  =======          =======

Projected benefit obligation ..............       $ 4,794          $ 4,085

Market value of plan assets,
 primarily equity and fixed
income securities .........................         5,030            4,933
                                                   ------           ------

Plan assets over projected
 benefit obligation .......................           236              848
Unrecognized transition asset .............            (6)              (9)
Unrecognized prior service cost
 reduction ................................            51               54
Unrecognized net (gain) loss ..............           201             (542)
                                                   ------           ------
Prepaid pension cost ......................       $   482          $   351
                                                  =======          =======

Weighted average assumptions used were:


                                          UNITED STATES           CANADA
                                       ------------------   ------------------
                                       1995   1994   1993   1995   1994   1993
                                       ----   ----   ----   ----   ----   ----
Discount rate for obligation ........  7.5%   7.5%   7.5%   8.5%   8.5%   7.5%
Rate of increase in compensation ....  4.5%   4.5%   4.5%   5.0%   5.0%   4.5%
Long-term rate of return on assets ..  9.5%   9.5%   9.5%   9.0%   9.0%   9.0%

     K.   POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

          The net periodic postretirement benefit cost included the 
following components:




                                                  Year Ended       Five Months        Seven Months         Year Ended
                                                 December 31,     Ended Dec. 31,     Ended July 31,     December 31, 1993
                                                     1995              1994               1994
                                                     ----              ----               ----
                                                                         (000 omitted)
                                                                                                     
Service cost benefits attributed
   to service during the period...............     $   416           $   188            $   262              $   405
Interest cost on the accumulated
   postretirement benefit obliga- tion........         401               162                227                  314
Net amortization and deferral.................        (45)               (5)                (6)                 (34)
                                                      ---                --                 --                  --- 

Net periodic postretirement
   benefit cost...............................     $   772           $   345            $   483              $   685
                                                   =======           =======            =======              =======



     The status of the plans at December 31 was as follows:


                                                       1995           1994
                                                       ----           ----
                                                         (000 omitted)

Retirees...........................................    $1,173        $1,141
Fully eligible active plan participants............     1,425         1,320
Other active plan participants.....................     3,686         3,358
                                                      -------       -------
Accumulated postretirement benefit obligation......     6,284         5,819
Unrecognized prior service cost....................        34            42
Unrecognized net gain..............................       329           121
                                                     --------      --------
Accrued postretirement benefit cost................    $6,647        $5,982
                                                       ======        ======


          The assumed health care cost trend rate used in measuring
     the accumulated postretirement benefit obligation ("APBO") was
     12% in 1995, gradually declining to 5% by the year 2002 and
     remaining at that level thereafter for retirees below age 65, and
     8.5% in 1995, gradually declining to 5% by the year 2002 and
     remaining at that level thereafter for retirees above age 65.  A
     one-percentage-point increase in the assumed health care cost
     trend rate for each year would increase the accumulated
     postretirement benefit obligation as of December 31, 1995 by
     approximately 21%, and the net periodic postretirement benefit
     cost by approximately 25%.


          The assumed discount rate used in determining the APBO was
     7.5% in 1995, 1994 and 1993.

     L.   LEASE OBLIGATIONS

               Certain plants, warehouses, offices and equipment are
     leased under leases expiring through the year 2007 and some
     provide for renewal options.  Leases which expire are generally
     renewed or replaced by similar leases.

          At December 31, 1995, future minimum rental payments with
     respect to noncancellable operating leases with terms in excess
     of one year were as follows:  $2,806,000 (1996), $2,142,000
     (1997), $1,390,000 (1998), $1,161,000 (1999), $985,000 (2000) and
     $1,567,000 (thereafter).

          Minimum rental expense for the year ended December 31, 1995,
     the five month period ended December 31, 1994, the seven month
     period ended July 31, 1994 and the year ended December 31, 1993,
     was $3,106,000, $1,211,000, $1,829,000 and $2,612,000, respec-
     tively.

     M.   LITIGATION AND CONTINGENCIES

          Certain entities of the Company are plaintiffs or defendants
     to various actions, proceedings and pending claims.  Some of the
     foregoing involve or may involve claims for compensatory, puni-
     tive or other damages in material amounts.  Litigation is subject
     to many uncertainties and it is possible that some of these legal
     actions, proceedings and pending claims could be decided against
     the Company.  Although the amount of liability at December 31,
     1995 with respect to these matters is not ascertainable, the
     Company believes that any resulting liability would not material-
     ly affect the Company's financial condition or results of opera-
     tions.

     N.   GOVERNMENT ASSISTANCE

          The Company has undertaken a research and development
     project with the cooperation of the Government of Canada and the
     Province of Manitoba.  Agreements were entered into between the
     parties for the research and development project which includes
     commitments for contributions.  During 1995, 1994 and 1993,  the
     Company recorded $3,305,000, $698,000 and $361,000,  respective-
     ly, from the contribution programs, which has been applied
     against research and development expenses.  Contributions  may be
     repayable should the project not be completed or, for the first
     five years following project completion, should the ratio of
     Canadian employees to total employees of the Company be less than
     40%.  As of December 31, 1995, the amount of such contributions
     totaled $6,032,503.

     O.   FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND FAIR 
          VALUE OF FINANCIAL INSTRUMENTS

     FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

          The Company enters into foreign exchange forward contracts
     to hedge certain firm and anticipated purchase commitments which


     are settled in Canadian dollars.  These contracts are purchased
     to reduce the impact of Canadian dollar currency fluctuations on
     operating results.  The Company does not engage in Canadian
     dollar currency speculation.  The contracts do not subject the
     Company to risk due to exchange rate movements as gains and
     losses on the contracts offset gains and losses on the materials
     being purchased.  At December 31, 1995 and 1994, the Company had
     approximately $52,902,000 and $68,068,000, respectively, of
     Canadian dollar exchange forward contracts outstanding.  The
     Company's theoretical risk in these transactions is the cost of
     replacing, at current market rates, these contracts in the event
     of default by the other party.  Management believes the risk of
     incurring such losses is remote as the contracts are entered into
     with major financial institutions.

          At December 31, 1994, the Company had an interest rate swap 
     outstanding with a commercial bank which effectively changed the
     interest rate on the Company's $125,000,000 of term notes payable
     to LIBOR plus 1.14%.  In June 1995, the Company settled
     $62,500,000 notional principal amount of the swap, resulting in
     proceeds to the Company of $4,950,000 which are being amortized
     as an adjustment to interest expense over the remaining life of
     the notes.  Under the terms of the swap agreement,  the Company
     receives interest of 7.88% and pays interest at LIBOR.  At
     December 31, 1995, the notional amount on which the interest is
     calculated is $62,500,000 and matures ratably at the same time
     the related term notes mature.   The counter party to the agree-
     ment has the right to designate a cash settlement of the swap 10
     days prior to the maturity date of the Company's Bank Credit
     Facility.  The maturity date of the Bank Credit Facility as of
     December 31, 1995, is July 31, 1998, but is expected to be
     extended annually by mutual agreement.  In the event of a cash
     settlement designated by the counterparty, the Company intends to
     defer the proceeds received, or payments made, as a result of the
     settlement and immediately enter into a new swap agreement.  The
     deferred settlement would then be amortized over the remaining
     life of the new swap, thus preserving the effective change in the
     interest rate on the term notes payable at LIBOR plus 1.14%.  The
     Company is exposed to credit loss in the event of non-performance
     by the other party, however, the Company does not anticipate
     non-performance as the counter party is a major financial insti-
     tution.

          As a necessary adjunct to its new and used coach business,
     the Company has entered into repurchase and first loss agreements
     with certain companies which provide financing for coaches sold
     by the Company, pursuant to which the Company agrees to either
     repurchase coaches from such companies or guarantees the payment
     of certain obligations of coach owners or operators.  The amount
     of such agreements as of  December 31, 1995 and 1994 was approxi-
     mately $3,462,000 and $4,787,000, respectively.  Additionally, as
     a result of certain sales of notes receivable and leases during
     1995 and 1994, the Company is obligated to reimburse the purchas-
     er of such notes and leases for any losses as a result of de-
     faults up to $9,526,000 as of December 31, 1995 and $5,936,000 as
     of  December 31, 1994.  The Company has  experienced no material
     losses in respect of such obligation, and losses under existing
     agreements are not expected to exceed amounts reserved for such
     losses.

          On December 28, 1994, the Company sold $24,425,000 of
     accounts receivables to a major financial institution with
     recourse.  At December 31, 1995 none of the receivables sold


     remained outstanding.  As a result, the Company had no exposure
     under the recourse provisions.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

          The following disclosures of the estimated fair value of
     financial instruments have been determined by the Company using
     available market information and valuation methodologies de-
     scribed below.  However, considerable judgment is required in
     interpreting market data to develop the estimates of fair value. 
     Accordingly, the estimates presented herein may not be indicative
     of the amounts that the Company could realize in a current market
     exchange.  The use of different market assumptions or valuation
     methodologies may have a material effect on the estimated fair
     value amounts.

          The carrying values of cash and cash equivalents, receiv-
     ables, bank overdrafts and accounts payable approximate fair
     values due to the short-term maturities of these instruments. 
     The carrying amounts and estimated fair values of the Company's
     other financial instruments at December 31 were as follows:




                                                           1995                         1994
                                                           ----                         ----
                                              Carrying            Fair         Carrying         Fair
                                               Amount             Value         Amount          Value
                                              --------            -----        --------         -----
                                                                     (000 omitted)

                                                                                        
Notes receivable........................    $   35,631      $    35,658      $    37,312      $  37,284
Investment in equity security...........         1,200            1,200             -               -
Debt          ..........................      (217,816)        (229,678)        (195,000)      (194,337)
Interest rate swap .....................        -                 5,891             -              (663)
Foreign exchange forward contracts......        -                    84             -            (1,486)



          The methods and assumptions used to estimate the fair values
     of the financial instruments are summarized as follows:

     Notes receivable - Estimated by discounting the future cash flows
     using rates currently used for notes of similar terms and maturi-
     ties. 

     Investment in equity security - Estimated at its carrying value
     as the investment was acquired December 28, 1995.  See Note P.

     Debt - Estimated by discounting the future cash flows, using
     rates currently available for debt of similar terms and maturity.

     Interest rate swap  - Estimated by discounting future cash flows
     using rates currently available.  Represents the unrealized gain
     or (loss) if the agreement had been settled at year-end.  The
     swap agreement specifically hedges portions of the Company's term
     notes payable.  As market interest rates fluctuate, the unreal-
     ized gain or loss on the swap moves to offset the change in fair
     value of that portion of the term notes payable.

     Foreign exchange forward contracts (used for hedging purposes) - 
     Estimated using quoted exchange rates.


     P.   RELATED PARTY TRANSACTIONS

          In 1993, the Company purchased a 10% ownership interest in
     Mexicana de Autobuses, S.A. de C.V. ( MASA ), a coach manufactur-
     ing company in Mexico, for $6,000,000.  In December 1994, the
     Company distributed the MASA shares to Dina as a dividend.  In
     December 1995, the Company repurchased the MASA shares from Dina
     for $1,200,000.  Since MASA shares are not publicly traded and
     have no readily determinable fair value, the investment is
     accounted for at cost and included in other noncurrent assets.

          In January 1995, the Company began purchasing coaches from
     Dina for resale in the United States.  Through December 1995, the
     Company had purchased 129 coaches at a total cost of $27,289,000
     and had resold or leased 112 of the coaches.

          In addition, during 1995 the Company purchased from Dina
     production materials and tooling totaling $1,423,000.  Sales to
     Dina of production materials, after-market parts and used coaches
     during the same period totaled $2,279,000.

     Q.   GAIN ON SALE OF MARKETABLE SECURITIES

          In January 1995, the Company purchased 6,004,144 shares of
     Greyhound Lines, Inc. ( GLI ) through a rights offering of GLI s
     Common Stock.  In October 1995, the investment was sold, result-
     ing in a pre-tax gain of $10,522,000.

     R.   BUSINESS SEGMENT AND GEOGRAPHIC DATA

     BUSINESS SEGMENT DATA 

          The Company s principal business activities are categorized
     into two business segments for financial reporting purposes --
     coach manufacturing and support and distribution of replacement
     parts. 






                                                    Year Ended       Five Months        Seven Months        Year Ended
                                                   December 31,     Ended Dec. 31,     Ended July 31,       December 31,
                                                       1995             1994               1994                 1993
                                                       ----             ----               ----                 ----
                                                                             (000 omitted)
                                                                                                       
Revenues:
     Coach manufacturing and support............     $375,837          $137,942           $194,873            $272,845
     Replacement parts..........................      140,500            56,431             78,221             126,175
                                                    ---------        ----------         ----------          ----------
                                                     $516,337          $194,373           $273,094            $399,020
                                                     ========          ========           ========            ========
Operating income:
     Coach manufacturing and support............     $ 23,326           $ 2,118           $ 24,715            $ 25,143
     Replacement parts..........................       15,013             7,001             12,208              20,210
                                                   ----------          --------          ---------           ---------
                                                     $ 38,339           $ 9,119           $ 36,923            $ 45,353
                                                     ========           =======           ========            ========
Depreciation and amortization:
     Coach manufacturing and support............     $ 10,710           $ 4,268            $ 2,644             $ 3,617
     Replacement parts..........................        3,908             1,573                635                 930
                                                   ----------          --------          ---------           ---------
                                                     $ 14,618           $ 5,841            $ 3,279             $ 4,547
                                                     ========           =======            =======             =======
Capital Expenditures:
     Coach manufacturing and support............     $ 10,595           $ 4,052            $ 1,158             $ 4,712
     Replacement parts..........................        1,964               863                778                 760
                                                   ----------         ---------          ---------           ---------
                                                     $ 12,559           $ 4,915            $ 1,936             $ 5,472
                                                     ========           =======            =======             =======



                                              Year Ended December 31,
                                           1995                     1994
                                           ----                     ----
Assets:
    Coach manufacturing and support        $411,493             $348,381
    Replacement parts                       191,238              167,714
    Discontinued operations                  11,311               42,821
                                             ------               ------
                                           $614,042             $558,916
                                           ========             ========



          Major customers are defined as those which individually
     accounted for more than 10% of the Company s revenue.  The
     Company s only major customer was during the seven months ended
     July 31, 1994 and the year ended December 31, 1993 when Greyhound
     Lines, Inc. accounted for 21% and 23%, respectively, of the
     Company s consolidated revenues.

     GEOGRAPHIC DATA



                                 Year Ended          Five Months          Seven Months          Year Ended
                                December 31,        Ended Dec. 31,       Ended July 31,        December 31,
                                    1995                 1994                 1994                 1993
                                    ----                 ----                 ----                 ----
                                                (000 omitted)
Revenues:
                                                                                           
     United States..........       $445,732              $180,478             $247,974            $365,713
     Canada.................         70,605                13,895               25,120              33,307
                                 ----------            ----------           ----------          ----------
                                   $516,337              $194,373             $273,094            $399,020
                                   ========              ========             ========            ========
Operating Income:
     United States..........      $  31,496            $    7,736            $  34,060           $  40,935
     Canada.................          6,843                 1,383                2,863               4,418
                                 ----------           -----------          -----------         -----------
                                  $  38,339            $    9,119             $ 36,923            $ 45,353
                                  =========            ==========             ========            ========




                                                Year Ended December 31,
                                               1995               1994
                                               ----               ----
Assets:
     United States................          $430,087            $412,209
     Canada.......................           183,955             146,707
                                            $614,042            $558,916
                                            ========            ========

     S.    TRANSACTIONS WITH THE DIAL CORP

                Prior to August 1993, Dial s executive, financial,
     legal, tax and other corporate staff departments performed
     certain services for the Company at charges which were intended
     to provide no profit to Dial.  Expenses incurred by Dial and
     allocated to the Company were primarily determined based on
     specific identification of the applicable expenses.  Those


     expenses which were not susceptible to specific identification
     were allocated based on formulas which served to allocate expens-
     es on a proportional basis.  Management is of the opinion that
     such methods of expense allocation were reasonable and the
     allocated expenses approximate or are less than what such expens-
     es would have been on a stand-alone basis.  The Company also had
     intercompany advances to and from Dial which have been reflected
     in the Consolidated Financial Statements on an interest-free
     basis.  Allocated expenses from Dial were $980,000 in 1993.


                         MCII HOLDINGS (USA), INC.
    (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.) 

                         CONSOLIDATED BALANCE SHEET
                                (unaudited)

                                                      March 31     Dec 31,
    (000 omitted, except number of shares)               1996        1995
- - ------------------------------------------------------------------------------
      ASSETS
      Current assets:
        Cash and cash equivalents                      $9,071   $30,607  
        Receivables, less allowance of $2,015          45,948    34,936  
        Current portion of notes receivable             5,441     4,722  
        Inventories                                   150,900   146,718  
        Deferred income taxes                           9,545     8,570  
        Other current assets                            3,623     4,073  
                                                        -----     -----  
           Total current assets                       224,528   229,626  
        Property, plant and equipment                  55,091    54,959  
        Assets held for lease                          28,316    20,062  
        Notes receivable                               36,955    30,909  
        Investment in and advances to                                    
         discontinued operations                       11,203    11,311  
        Deferred income taxes                          13,248    14,350  
        Intangibles                                   241,868   242,923  
        Other assets                                    9,804     9,902  
                                                        -----     -----  
                                                     $621,013  $614,042  
                                                     ========  ========  
                                                                         
      LIABILITIES AND STOCKHOLDER'S EQUITY                               
      Current liabilities:                                               
        Bank overdrafts                               $ 4,661    $  504  
        Accounts payable                               28,091    24,722  
        Accrued compensation and other benefits        10,573    13,101  
        Accrued warranties                              3,929     5,381  
        Accrued income taxes                            5,042    11,924  
        Insurance reserves                              5,348     5,337  
        Due to Grupo DINA                               1,230       367  
        Other current liabilities                      15,041    11,605  
                                                       ------    ------  
           Total current liabilities                   73,915    72,941  
      Long-term debt                                  217,668   217,668  
      Pensions and other benefits                       9,548     8,866  
      Other deferred items and insurance reserves      15,792    13,146  
      Deferred income taxes                             6,382     6,613  
      Stockholder's equity:                                              
        Common stock,  $.01 par value, 1,000                             
      shares authorized and issued                                       
        Additional capital                            317,465   317,465  
        Deficit                                       (16,425)  (18,856) 
        Cumulative translation adjustments             (3,332)   (3,801) 
                                                       ------    ------  
           Total stockholder's equity                 297,708   294,808  
                                                      -------   -------  
                                                     $621,013  $614,042  
                                                     ========  ========  
                                                               
              See notes to consolidated financial statements.


                         MCII HOLDINGS (USA), INC.
       (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE
     C.V.)

                      STATEMENT OF CONSOLIDATED INCOME
                                (unaudited)

                                            Three Months Ended
                                          March 31,    March 31,
      (000 omitted)                         1996         1995

      Revenues:
        Sales                              $140,594    $123,377
        Finance income                        1,475       1,051
                                            142,069     124,428
      Operating costs and expenses:
        Cost of sales (exclusive of items
          shown separately below)           112,459      94,558
        Depreciation and amortization         4,119       3,349

        Interest expense, finance opera-
          tions                                 690         572
        Research and development expenses     1,934         383
        Selling, general and administra-
          tive expenses                      14,980      14,957
                                            133,982     113,819

      Operating income                        8,087      10,609

      Other (income) and expense:
        Interest expense                      3,338       2,879
        Other (income)                         (211)       (234)
                                              3,127       2,645
      Income before income taxes              4,960       7,964

      Income taxes                            2,529       3,740

      Net income                           $  2,431    $  4,224

              See notes to consolidated financial statements.






                                                                  MCII HOLDINGS (USA), INC.
                                             (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)


                                                  STATEMENT OF CONSOLIDATED CHANGES IN STOCKHOLDER'S EQUITY
                                                                         (unaudited)

                                                                                          Unrealized
                                                                                           Gain on         Cumulative
                                                               Additional                 Marketable      Translation
(000 omitted)                                  Common Stock     Capital        Deficit    Securities       Adjustment   Total
- - -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 

Balance, January 1, 1995                         $            $   317,465  $  (37,114)   $           $    (7,539)  $  272,812
Net income                                                                      4,224                                   4,224
Unrealized gain on marketable securities                                                       955                        955
Unrealized translation gain                                                                                  340          340
                                                  --------     ----------   -----------    -------     ---------     --------
Balance, march 31, 1995                          $       0    $   317,465  $   (32,890)  $     955   $    (7,199)  $  278,331
                                                  ========     ==========   ===========    =======     =========     ========


Balance, January 1, 1996                         $            $   317,465  $   (18,856)  $           $    (3,801)  $  294,808
Net income                                                                       2,431                                  2,431
Unrealized translation gain                                                                                  469          469
                                                  --------     ----------   -----------    -------     ---------     --------
Balance, March 31, 1996                          $       0    $   317,465  $   (16,425)  $       0   $    (3,332)  $  297,708
                                                  ========     ==========   ===========    =======     =========     ========







                         MCII HOLDINGS (USA), INC.
     (A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)

                    STATEMENT OF CONSOLIDATED CASH FLOWS
                                (unaudited)

                                                 Three Months Ended
                                               March 31,   March 31,
      (000 omitted)                              1996        1995 

      CASH FLOWS PROVIDED (USED) BY OPERAT-
      ING ACTIVITIES:
        Net income                              $  2,431     $  4,224
        Adjustments to reconcile net income
           to net cash used by operations:
           Depreciation and amortization           4,119       3,349
           Deferred income taxes                    (733)       (678)
           Loss (gain) on sale of property
             and notes receivable                   (233)       (267)
           Other noncash items, net                  639         503
           Change in operating assets and
           liabilities:
             Receivables                         (11,108)    (20,160)
             Inventories                          (3,413)    (26,301)
             Due to Grupo DINA                       863       5,626
             Accounts payable                      3,369       8,347
             Accrued income taxes                 (6,882)      1,203
             Other current liabilities              (533)     (4,496)
             Other assets and liabilities,
               net                                 1,219      (1,285)
      Net cash used by operating activities      (10,262)     29,935
                                             

      CASH FLOWS PROVIDED (USED) BY INVEST-
      ING ACTIVITIES:
        Capital expenditures                      (2,057)     (2,754)
        Investment in assets held for lease       (9,362)     (1,374)
        Investments in, or purchases of,
           businesses or marketable
           securities                                  0     (12,570)
        Proceeds from sale of property and
          notes receivable                         1,693         606
        Investment in notes receivable            (9,866)     (7,800)
        Collections of notes receivable            1,248      14,032
        Investment in discontinued opera-
          tions, net                                 108      31,752
      Net cash provided by investing
        activities                               (18,236)     21,892

      CASH FLOWS PROIDED (USED) BY FINANCING
      ACTIVITIES:
        Net change in bank overdrafts              4,157       4,555
        Termination of interest rate swap
          position                                 2,805           0
        Net change in bank credit
          facilities                                   0       8,749
      Net cash provided by financing
        activities                                 6,962      13,304


      Net increase (decrease) in cash and        (21,536)      5,261
      cash equivalents
      Cash and cash equivalents, beginning        30,607        6,941
      of period
      Cash and cash equivalents, end of pe-     $  9,071     $ 12,202
      riod

              See notes to consolidated financial statements.


                         MCII HOLDINGS (USA), INC.
                       (A WHOLLY OWNED SUBSIDIARY OF
                   CONSORCIO G GRUPO DINA, S.A. DE C.V.)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

     (A)  BASIS OF PREPARATION

     These financial statements should be read in connection with the
     Company's 1995 audited financial statements included elsewhere in
     this Registration Statement.

     Accounting policies utilized in the preparation of the financial
     information herein presented are the same as set forth in the
     Company's annual financial statements except as modified for
     interim accounting policies which are within the guidelines set
     forth in Accounting Principles Board Opinion No. 28.  The interim
     financial information is unaudited.  In the opinion of manage-
     ment, all adjustments, consisting only of normal recurring
     adjustments, necessary to present fairly the financial position
     as of March 31, 1996, and the results of operations for the three
     months ended March 31, 1996 and 1995, have been included. 
     Interim results of operations are not necessarily indicative of
     the results of operations for the full year.

     (B)  INVENTORIES

      Inventories consisted of the       March 31,     December 31,
      following:                           1996            1995    
                                     (000's omitted)

         Raw material                    $  20,793       $  26,219
         Work in process                    40,217          36,371
         Finished goods                    105,275          98,979
                                           166,285         161,569

         Excess quantity and obsoles-
           cence reserve                  (15,385)         (14,851)
                                        $ 150,900        $ 146,718

     (C)  SUPPLEMENTARY INFORMATION: REVENUES AND
          OPERATING INCOME OF PRINCIPAL BUSINESS SEGMENTS

                                         Three Months Ended
                                         March 31  March 31,
                                           1996      1995
                                             
                                           (000's omitted)

     Revenues:
          Coach manufacturing and support  $ 103,184  $ 91,041
          Replacement parts                   38,885    33,387
                                           $ 142,069  $124,428

     Operating income:
          Coach manufacturing and support  $   3,849  $  7,351
          Replacement parts                    4,238     3,258
                                           $   8,087  $ 10,609

     (D)  RELATED PARTY TRANSACTIONS

     Transactions between the Company and Dina were as follows:

                                         Three Months Ended
                                         March 31  March 31,
                                           1996      1995
                                             
                                          (000's omitted)

     Purchases from Dina:
          Coaches for resale               $11,385   $ 5,626
          Production materials and tooling   1,660        54
                                           $13,045   $ 5,680

     Sales to Dina:
          Production materials and after-
            market parts                   $   578   $     6

     The purchase of coaches for resale during the three month periods
     ended March 31, 1996 and 1995, were for 51 and 25 units, respec-
     tively.


   No dealer, salesperson or other
individual has been authorized to
give any information or make any                   $206,499,680
representation not contained in
this Prospectus in connection with
the offer made by this Prospectus.
If given or made, such information
or representations must not be re-
lied upon as having been
authorized by the Issuer. This
Prospectus does not constitute an
offer or a solicitation in any
jurisdiction where, or to any
person to whom, it is unlawful to
make such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made                   Consorcio G Grupo Dina,
hereunder shall, under any                           S.A. de C.V.
circumstances, cre- ate an
implication that the information
herein is correct as of any time
subsequent to the date hereof or               MCII Holdings (USA), Inc.
that there has been no change of
the Issuers since such date.


       TABLE OF CONTENTS
                            Page
Available Information......  iii
Enforceability of Civil
  Liabilities Against
  Foreign Persons..........  iii
Presentation of Certain
  Information..............   iv
Summary....................    1
Risk Factors...............    9
Use of Proceeds............   17                  Senior Secured Discount
Exchange Rates.............   17                       Exchange Notes
Ratio of Earnings to                                       Due 2002
  Fixed Charges............   18
Selected Financial
  Data of Grupo Dina.......   20
Management's Discussion
  and Analysis of Financial
  Condition and Results
  of Operations of Grupo
  Dina.....................   22
Selected Financial Data
  of MCII Holdings.........   35
Management's Discussion
   and Analysis of Financial
   Condition and Results
   of Operations of MCII
   Holdings................   37
The Exchange Offer.........   44                        PROSPECTUS
Business of Grupo Dina.....   51
Business of MCII Holdings
  Management...............   65
Ownership of Common Stock..   82
Certain Transactions.......   83
Description of the Notes...   84
Tax Considerations.........  104
Plan of Distribution.......  109
Legal Matters..............  109                      __________, 1996
Experts....................  109
Index to Financial
  Statements...............  F-1

   Until ___________, 1996 (__
days after the date of this
Prospectus), all dealers effecting
transactions in the New Notes,
whether or not participating in
the Exchange Offer, may be
required to deliver a Prospectus.
                               

                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

      Set forth below is a table of the registration fee for the Securities
 and Exchange Commission, and estimates of all other expenses to be
 incurred in connection with the issuance and distribution of the
 securities described in this Registration Statement:

           SEC Registration fee................  $  71,207
           Exchange Agent fees and expenses....          *
           Printing and engraving expenses.....          *
           Legal fees and expenses.............          *
           Accounting fees and expenses........          *
           Miscellaneous.......................          *
                                                 ---------
              Total............................  $       *
                                                 =========


*To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

      (a)   Grupo Dina.

      Under Mexican law, when an officer or director of a corporation acts
 within its scope of his authority, the corporation will indemnify him or
 her for any resulting liabilities or expenses.

      (b)   MCII Holdings

      Section 145 of the General Corporation Law of the State of Delaware
 (the "Delaware Corporation Law") empowers a Delaware corporation to
 indemnify any persons who are, or are threatened to be made, parties to
 any threatened, pending or completed legal action, suit or proceeding,
 whether civil, criminal, administrative or investigative (other than an
 action by or in the right of such corporation), by reason of the fact that
 such person is or was an officer, director, employee or agent of such
 corporation, or is or was serving as the request of such corporation as a
 director, officer, employee or agent of another corporation, partnership,
 joint venture, trust or other enterprise. The indemnity may include
 expenses (including attorneys' fees), judgments, fines and amounts paid in
 settlement actually and reasonably incurred by such person in connection
 with such action, suit or proceeding, provided that such officer or
 director acted in good faith and in a manner he reasonably believed to be
 in or not opposed to the corporation's best interests, and, for criminal
 proceedings, had no reasonable cause to believe his conduct was unlawful.
 A Delaware corporation may indemnify officers and directors against
 expenses (including attorneys' fees) in an action by or in the right of
 the corporation under the same conditions, except that no indemnification
 is permitted without judicial approval if the officer or director is
 adjudged to be liable to the corporation. Where an officer or director is
 successful on the merits or otherwise in the defense of any action
 referred to above, the corporation must indemnify him against the expenses
 which such officer or director actually and reasonably incurred.

      Article VII of the By-laws of MCII Holdings, a copy of which is filed
 as Exhibit 3.3 to this Registration Statement, allows MCII Holdings to
 maintain director and officer liability insurance on behalf of any person
 who is or was a director or officer of MCII Holdings or such person who
 serves or served as a director, officer, employee or agent, of another
 corporation, partnership or other enterprise, at the request of MCII
 Holdings. Article VII of the MCII Holdings By-Laws provides for
 indemnification of the officers and directors of MCII Holdings to the
 fullest extent permitted by applicable law. Article XI(c) of the Restated
 Certificate of Incorporation, a copy of which is filed as Exhibit 3.2 to
 this Registration Statement, provides that the right of any director or
 officer of MCII Holdings, other than any independent director, to be
 indemnified by MCII Holdings shall be subordinated in all respects to the
 obligations of MCII Holdings under the Indenture with respect to the
 Notes.

      Pursuant to Section 102(b)(7) of the Delaware Corporation Law,
 Article Sixth of the Restated Certificate of Incorporation of MCII
 Holdings provides that no director of MCII Holdings shall be personally
 liable to MCII Holdings or its shareholders for monetary damages for any
 breach of his fiduciary duty as a director; provided, however, that such
 clause shall not apply to any liability of a director (1) for any breach
 of his duty of loyalty to MCII Holdings or its stockholders, (2) for acts
 or omissions that are not in good faith or involve intentional misconduct
 or a knowing violation of the law, (3) under Section 174 of the Delaware
 Corporation Law, or (4) for any transaction from which the director
 derived an improper personal benefit.

Item 15. Recent Sales of Unregistered Securities

      On May 28, 1996, MCII Holdings issued 1,000 shares of common stock to
 Grupo Dina in exchange for Grupo Dina's contribution to MCII Holdings of
 all of the outstanding shares of common stock of MCII. The transaction was
 exempt from the registration requirements of the Securities Act in
 reliance on Section 4(2) of the Securities Act on the basis that such
 transaction did not involve a public offering.

      On June 3, 1996, the co-registrants issued $206,499,680 aggregate
 principal amount of the Old Notes in exchange for $143,040,000 aggregate
 principal amount of Eurobonds. The Old Notes have not been registered
 under the Securities Act of 1933, and were offered to "qualified
 instituted buyers" in the United States in reliance on Rule 144A under the
 Exchange Act and in transactions outside the United States in accordance
 with Regulation S under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules

      (a)   Exhibits:

         Exhibit No.                       Description

            3.1   --    Bylaws (Estatutos Sociales) of Grupo Dina, which
                        includes its Articles of Incorporation, together with
                        an English translation, filed as Exhibit 1.1 to Grupo
                        Dina's Annual Report on Form 20-F for the year ended
                        December 31, 1994 and incorporated by reference
                        herein.

            3.2*  --    Restated Certificate of Incorporation of MCII Holdings

            3.3*  --    Bylaws of MCII Holdings

            4.1   --    Deposit Agreement, dated as of April 1, 1993, among
                        Grupo Dina, Morgan Guaranty Trust Company of New
                        York, as Depositary, and all registered holders from
                        time to time of American Depositary Receipts in
                        respect of common stock issued thereunder, including
                        the form of American Depositary Receipts, filed as
                        Exhibit 4.2 to Grupo Dina's Registration Statement on
                        Form F-1 (No. 33-53380) and incorporated by reference
                        herein.

            4.2   --    Deposit Agreement, dated as of August 8, 1994, among
                        Grupo Dina, Morgan Guaranty Trust Company of New
                        York, as Depositary, and all registered holders from
                        time to time of American Depositary Receipts in
                        respect of Series L Stock issued thereunder,
                        including the form of American Depositary Receipts,
                        filed as Exhibit 2.2 to Grupo Dina's Annual Report on
                        Form 20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            4.3   --    Indenture, dated as of August 8, 1994, between Grupo
                        Dina and Bankers Trust Company, as Trustee, relating
                        to the Debentures, including the form of Deben- ture,
                        filed as Exhibit 2.3 to Grupo Dina's Annual Report on
                        Form 20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            4.4   --    Indenture, dated as of April 30, 1996, between Grupo
                        Dina and IBJ Schroder Bank & Trust Company, as
                        Trustee, relating to the Notes, including the form of
                        Old Note and New Note, filed as Exhibit 2.4 to Grupo
                        Dina's Annual Report on Form 20-F for the year ended
                        December 31, 1995 and incorporated by reference
                        herein.

            5.1+  --    Opinion of Ritch, Heather y Mueller, S.C.,
                        Mexican counsel to the co-registrants, regarding
                        the legality of the New Notes.

            5.2+  --    Opinion of Skadden, Arps, Slate, Meagher & Flom, U.S.
                        counsel to the co- registrants, regarding the
                        legality of the New Notes.

            10.1  --    Research, Engineering and Maintenance Contract dated
                        March 12, 1987 between Navistar and Camiones for the
                        "S" Series of medium duty trucks, filed as Exhibit
                        10.1 to Grupo Dina's Registration Statement on Form
                        F-1 (No. 33- 53380) and incorporated by reference
                        herein.

            10.2  --    Supply Contract dated March 12, 1987 between Navistar
                        and Camiones for the "S" Series of medium duty
                        trucks, filed as Exhibit 10.2 to Grupo Dina's
                        Registration Statement on Form F-1 (No. 33-53380) and
                        incorporated by reference herein.

            10.3  --    Research, Engineering, and Maintenance Contract dated
                        November 21, 1989 between Navistar and Camiones for
                        the "9400" Series of heavy duty trucks, filed as
                        Exhibit 10.3 to Grupo Dina's Registration Statement
                        on Form F-1 (No. 33-53380) and incorporated by
                        reference herein.

            10.4  --    Supply Contract dated November 21, 1989 between
                        Navistar and Camiones for the "9400" Series of heavy
                        duty trucks, filed as Exhibit 10.4 to Grupo Dina's
                        Registration Statement on Form F-1 (No. 33-53380) and
                        incorporated by reference herein.

            10.5  --    Research, Engineering and Maintenance Contract dated
                        November 20, 1990 between Navistar and Camiones for
                        the "7.3", "DT/DTA-360" and "DT/DTA- 466" Series of
                        diesel engines, filed as Exhibit 10.5 to Grupo Dina's
                        Registration Statement on Form F-1 (No. 33-53380) and
                        incorporated by reference herein.

            10.6  --    Supply Contract dated November 20, 1990 between
                        Navistar and Camiones for the "7.3", "DT/DTA-360" and
                        DT/DTA-466" Series of diesel engines, filed as
                        Exhibit 10.6 to Grupo Dina's Registration Statement
                        on Form F-1 (No. 33- 53380) and incorporated by
                        reference herein.

            10.7  --    Supply Contract for bus bodies dated February 20,
                        1992 between Marcopolo and Autobuses, filed as
                        Exhibit 10.7 to Grupo Dina's Registration Statement
                        on Form F-1 (No. 33-53380) and incorporated by
                        reference herein.

            10.8  --    Technology and Supply Contract dated February 21,
                        1992 between Marcopolo and Autobuses for bus bodies,
                        filed as Exhibit 10.8 to Grupo Dina's Registration
                        Statement on Form F-1 (No. 33-53380) and incorporated
                        by reference herein.

            10.9  --    Amendment dated April 22, 1993 to Technology and
                        Supply Contract dated February 21, 1992 between
                        Marcopolo and Autobuses, filed as Exhibit 3.9 to
                        Grupo Dina's Annual Report on Form 20-F for the year
                        ended December 31, 1995 and incorporated by reference
                        herein.

            10.10 --    Licensing Agreement dated February 23, 1981 between
                        Budd and Plasticos and amendments thereto, filed as
                        Exhibit 10.10 to Grupo Dina's Registration Statement
                        on Form F-1 (No. 33-53380) and incorporated by
                        reference herein.

            10.11 --    Shareholders and Subscription Agreement dated October
                        12, 1987 among the Company, Navistar and Chrysler,
                        filed as Exhibit 10.13 to Grupo Dina's Registration
                        Statement on Form F-1 (No. 33-53380) and incorporated
                        by reference herein.

            10.12 --    Form of Camiones Distribution Contract, together with
                        English translation, filed as Exhibit 3.12 to Grupo
                        Dina's Annual Report on Form 20-F for the year ended
                        December 31, 1994 and incorporated by reference
                        herein.

            10.13 --    Form of Commercial Agency Agreement for heavy duty
                        trucks for Camiones, filed as Exhibit 10.16 to Grupo
                        Dina's Registration Statement on Form F-1 (No.
                        33-53380) and incorporated by reference herein.

            10.14 --    Commercial Brokers Contract dated January 2, 1991
                        between Autobuses and Grupo Dina, filed as Exhibit
                        10.17 to Grupo Dina's Registration Statement on Form
                        F-1 (No. 33-53380) and incorporated by reference
                        herein.

            10.15 --    Fiscal Agency Agreement dated November 18, 1992 among
                        Grupo Dina, Camiones and Autobuses, as Guarantors,
                        and Bankers Trust Company, as Fiscal Agent, filed as
                        Exhibit 10.18 to Grupo Dina's Registration Statement
                        on Form F-1 (No. 33-53380) and incorporated by
                        reference herein.

            10.16 --    Supplemental Fiscal Agency Agreement, dated as of May
                        28, 1996, among the Company, Camiones and Autobuses,
                        as Guarantors, and Bankers Trust Company, as Trustee,
                        filed as Exhibit 3.16 to Grupo Dina's Annual Report
                        on Form 20-F for the year ended December 31, 1995 and
                        incorporated by reference herein.

            10.17 --    Agreement dated June 7, 1994 among Navistar, Navistar
                        International Transportation Corp., Camiones and
                        Grupo Dina, filed as Exhibit 4.3 to Grupo Dina's
                        Registration Statement on Form F-1 and F-4 (No.
                        33-79392) and incorporated by reference herein.

            10.18 --    Contract dated October 11, 1994, between Grupo Dina
                        and Navistar, filed as Exhibit 3.17 to the Company's
                        Annual Report on Form 20-F for the year ended
                        December 31, 1994 and incorporated by reference
                        herein.

            10.19 --    Supply Contract entered into on November 28, 1994
                        between Autobuses and Navistar for the "T-444E",
                        "T-444NG", "DT 466" and "530" engines, filed as
                        Exhibit 3.18 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.20 --    Distribution Agreement dated September 2, 1994
                        between Autobuses and Dina Comercializadora, S.A. de
                        C.V., together with an English translation, filed as
                        Exhibit 3.19 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.21 --    Distribution Agreement dated September 2, 1994
                        between Camiones and Dina Comercializadora, S.A. de
                        C.V., together with an English translation, filed as
                        Exhibit 3.20 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.22 --    Bus Purchase Requirements Agreement by and among GLI
                        Operating Company, Greyhound Lines, Inc.,
                        Transportation Manufacturing Corporation and Motor
                        Coach Industries, Inc., as amended by: a letter
                        agreement dated June 15, 1987 from GLI Holding
                        Company to The Greyhound Corporation; Amendment to
                        Bus Purchase Requirements Agreement; entered into as
                        of June 30, 1988 by and among GLI Operating Company,
                        Transportation Leasing Co., Transportation
                        Manufacturing Corporation and Motor Coach Industries
                        Inc.; Term Sheet/Agreement in Principle dated July
                        13, 1988 among GLI Holding Company and The Greyhound
                        Corporation; Claims Treatment Agreement made and
                        entered into in of August, 1991 among Greyhound
                        Lines, Inc., the other Debtors signatory thereto and
                        The Greyhound Corporation; and Amendment Number 2 to
                        Bus Purchase Requirements Agreement executed as of
                        December 21, 1994 by Greyhound Lines, Inc.,
                        Transportation Leasing Co., Motor Coach Industries,
                        Inc. and Transportation Manufacturing Corporation,
                        filed as Exhibit 3.21 to Grupo Dina's Annual Report
                        on Form 20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.23 --    U.S. $125,000,000 Amended and Restated Credit
                        Agreement dated as of August 8, 1994, as amended by
                        First Amendment to Amended and Restated Credit
                        Agreement dated as of November 14, 1994, filed as
                        Exhibit 3.22 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.24 --    September 22, 1995 Second Amendment to US$125,000,000
                        Amended and Restated Credit Agreement dated as of
                        August 8, 1994, filed as Exhibit 3.24 to Grupo Dina's
                        Annual Report on Form 20-F for the year ended
                        December 31, 1995 and incorporated by reference
                        herein.

            10.25 --    $125,000,000 9.02% Senior Notes Due November 15, 2002
                        Note Agreement, as amended by letter agreement, filed
                        as Exhibit 3.23 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.26 --    Parts Purchase and Supply Agreement entered into as
                        of May 1, 1994 by and between Greyhound Lines, Inc.
                        and Universal Coach Parts, Inc., as amended by
                        Amendment No.1 entered into as of May 1, 1994, filed
                        as Exhibit 3.24 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1994 and
                        incorporated by reference herein.

            10.27 --    Limited Recourse Chattel Paper Purchase Agreement
                        dated as of March 31, 1994 between MCI Acceptance
                        Corp. and The CIT Group/Equipment Financing, Inc. and
                        related Guaranty dated as of March 31, 1994; and
                        Amendment No. 1 dated May 15, 1995 and related
                        Guaranty dated as of May 15, 1995, filed as Exhibit
                        3.26 to Grupo Dina's Annual Report on Form 20-F for
                        the year ended December 31, 1994 and incorporated by
                        reference herein.

            10.28 --    Registration Agreement, dated June 3, 1996, among the
                        Company, MCII Holdings and Salomon Brothers Inc,
                        Alliance Capital Management Corporation and John
                        Hancock Mutual Life Insurance Company, filed as
                        Exhibit 3.28 to Grupo Dina's Annual Report on Form
                        20-F for the year ended December 31, 1995 and
                        incorporated by reference herein.

            12.1* --    Computation of ratio of earnings to fixed charges of
                        Grupo Dina.

            12.2* --    Computation of ratio of earnings to fixed charges of
                        MCII Holdings.

            21.1  --    List of Subsidiaries of Grupo Dina, filed as Exhibit
                        21.1 to Grupo Dina's Annual Report on Form 20-F for
                        the year ended December 31, 1995 and incorporated by
                        reference herein.

            21.2* --    List of Subsidiaries of MCII Holdings.

            23.1  --    Consent of Ritch, Heather y Meuller, S.C. (included
                        in Exhibit 5.1).

            23.2        -- Consent of Skadden,  Arps, Slate, Meagher & Flom
                        (included in Exhibit 5.2).

            23.3* --    Consent of Arthur Andersen.

            23.4* --    Consent of Deloitte & Touche LLP.

            24.1* --    Powers of Attorney.

            25.1* --    Statement of Eligibility and Qualification on Form
                        T-1 of IBJ Schroder Bank & Trust Company, as trustee
                        under the Indenture relating to the Notes (bound
                        separately).

            27*   --    Financial Data Schedule of MCII Holdings.

            99.1+ --    Form of Letter of Transmittal.

_________________________________________
*  Filed herewith
+  To be filed by amendment

      (b)   Financial Statement Schedules

      The required Schedules II, V, VII and X are included in the notes to
 the audited financial statements of Grupo Dina. No other Schedules are
 required.


Item 17. Undertakings

   (a)  The undersigned Co-Registrants hereby undertake:

        (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this Registration Statement;

            (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

            (ii) To reflect in the Prospectus any facts or events arising
            after the effective date of the Registration Statement (or the
            most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the Registration
            Statement. Notwithstanding the foregoing, any increase or
            decrease in volume of securities offered (if the total dollar
            value of securities offered would not exceed that which was
            registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form
            of prospectus filed with the Commission pursuant to Rule 424(b)
            if, in the aggregate, the changes in volume and price represent
            no more that 20 percent change in the maximum aggregate
            offering price set forth in the "Calculation of Registration
            Fee" table in the effective registration statement.

            (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the
            registration statement or any material change to such
            information in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each post-effective amendment shall be deemed
        to be a new registration statement relating to the securities offered
        therein, and the offering of such securities at the time shall be
        deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold
        at the termination of the offering.

        (4) In the case of Grupo Dina, to file a post-effective amendment to
        the registration statement to include any financial statements 
        required by Rule 3-19 at the start of any delayed offering or 
        throughout a continuous offering.

   (b) Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the Co-Registrants pursuant to the foregoing provisions, or
   otherwise, the Co-Registrants have been advised that in the opinion of
   the Securities and Exchange Commission such indemnification is against
   public policy as expressed in the Securities Act and is, therefore,
   unenforceable. In the event that a claim for indemnification against
   such liabilities (other than the payment by any of the Co- Registrants
   of expenses incurred or paid by a director, officer or controlling
   person of such Co-Registrant in the successful defense of any action,
   suit or proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Co-Registrants will, unless in the opinion of their counsel the matter
   has been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   them is against public policy as expressed in the Securities Act and
   will be governed by the final adjudication of such issue.


                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
 co-registrant certifies that it has reasonable grounds to believe that it
 meets all of the requirements for filing on Form F-1 and has duly caused
 this Registration Statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of Mexico, D.F., Mexico, on July
 25, 1996. CONSORCIO G GRUPO DINA, S.A. DE C.V.


                                        By:    /s/  JOSE LUIS OLVERA CABALLERO
                                               -------------------------------
                                                Jose Luis Olvera Caballero
                                                     Director of Finance

      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the dates indicated.

              Signature                       Title                 Date
              ---------                       -----                 ----
                  *                  Chairman, Director and     July 25, 1996
- - ----------------------------------  Chief Executive Officer
         Rafael Gomez Flores      (Principal Executive Officer)

   /s/ JOSE LUIS OLVERA CABALLERO       Director of Finance     July 25, 1996
- - ----------------------------------   (Principal Financial and
      Jose Luis Olvera Caballero        Accounting Officer)

                  *                           Director          July 25, 1996
- - ----------------------------------             
     Alejandro Cumming Soliveras

                  *                           Director          July 25, 1996
- - ----------------------------------
         Luis German Carcova

                  *                           Director          July 25, 1996
- - ----------------------------------             
        Guillermo Gomez Flores

                  *                           Director          July 25, 1996
- - ----------------------------------             
        Luis Huante Rodriguez

                  *                           Director          July 25, 1996
- - ----------------------------------             
        Antonio Mijares Ricci
                  *                           Director          July 25, 1996
- - ----------------------------------             
         Juan Gargallo Costa

*By: /s/ JOSE LUIS OLVERA CABALLERO
- - -----------------------------------
         Jose Luis Olvera Caballero
                Attorney-in-Fact

 By: /s/  JEFF W. SANDERS             Authorized Representative July 25, 1996
      ----------------------------       in the United States
          Jeff W. Sanders
       Controller, MCII Holdings


      Pursuant to the requirements of the Securities Act of 1933, the
 co-registrant has duly caused this Registration Statement on Form S-1 to
 be signed on its behalf by the undersigned, thereunto duly authorized, in
 the City of Mexico, D.F., Mexico, on July 25, 1996.


                                        MCII HOLDINGS (USA), INC.


                                        By:  /s/  GUILLERMO KAREH AARUN
                                             ------------------------------
                                             Guillermo Kareh Aarun
                                             Director, General Counsel
                                             and Secretary


      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the dates indicated.


              Signature                         Title               Date

                  *                     President and Director   July 25, 1996
- - ---------------------------------   (Principal Executive Officer)
         Rafael Gomez Flores                  

  /s/ JOSE LUIS OLVERA CABALLERO       Vice President and Chief  July 25, 1996
- - ---------------------------------       Financial Officer and
      Jose Luis Olvera Caballero              Director
                                        (Principal Financial
                                              Officer)

  /s/ JEFF W. Sanders                         Controller         July 25, 1996
- - ---------------------------------
      Jeff W. Sanders

  /s/ GUILLERMO KAREH Aarun            Director, General Counsel July 25, 1996
- - ---------------------------------           and Secretary
      Guillermo Kareh Aarun

                  *                             Director          July 25, 1996
- - ---------------------------------
      Stephen P. Glennon

*By:  /s/  GUILLERMO KAREH AARUN
    -----------------------------
           Guillermo Kareh Aarun
             Attorney-in-Fact


                                                     Registration No. 333-____





                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549










                                  EXHIBITS


                                     TO


                                FORM F-1/S-1



                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933










                    Consorcio G Grupo Dina, S.A. de C.V.
         (Exact name of co-registrant as specified in its charter)

                         MCII Holdings (USA), Inc.
         (Exact name of co-registrant as specified in its charter)


                                 EXHIBIT INDEX

Exhibit No.                       Description                        Page No.
                                                                      
3.1      Bylaws (Estatutos Sociales) of Grupo Dina, which includes its
         Articles of Incorporation, together with an English translation,
         filed as Exhibit 1.1 to Grupo Dina's Annual Report on Form 20-F
         for the year ended December 31, 1994 and incorporated by reference
         herein.

3.2*     Restated Certificate of Incorporation of MCII Holdings

3.3*     Bylaws of MCII Holdings

4.1      Deposit Agreement, dated as of April 1, 1993, among Grupo
         Dina, Morgan Guaranty Trust Company of New York, as Depositary,
         and all registered holders from time to time of American
         Depositary Receipts in respect of common stock issued thereunder,
         including the form of American Depositary Receipts, filed as
         Exhibit 4.2 to Grupo Dina's Registration Statement on Form F-1
         (No. 33-53380) and incorporated by reference herein.

4.2      Deposit Agreement, dated as of August 8, 1994, among Grupo
         Dina, Morgan Guaranty Trust Company of New York, as
         Depositary, and all registered holders from time to time of
         American Depositary Receipts in respect of Series L Stock
         issued thereunder, including the form of American Depositary
         Receipts, filed as Exhibit 2.2 to Grupo Dina's Annual Report
         on Form 20-F for the year ended December 31, 1994 and
         incorporated by reference herein.

4.3      Indenture, dated as of August 8, 1994, between Grupo Dina and
         Bankers Trust Company, as Trustee, relating to the Debentures,
         including the form of Debenture, filed as Exhibit 2.3 to Grupo
         Dina's Annual Report on Form 20-F for the year ended December 31,
         1994 and incorporated by reference herein.

4.4      Indenture, dated as of April 30, 1996, between Grupo Dina and IBJ
         Schroder Bank & Trust Company, as Trustee, relating to the Notes,
         including the form of Old Note and New Note, filed as Exhibit 2.4
         to Grupo Dina's Annual Report on Form 20-F for the year ended
         December 31, 1995 and incorporated by reference herein.

5.1+     Opinion of Ritch, Heather y Mueller, S.C., Mexican counsel to the
         co-registrants, regarding the legality of the New Notes.

5.2+     Opinion of Skadden, Arps, Slate, Meagher & Flom, U.S. counsel
         to the co-registrants, regarding the legality of the New Notes.

10.1     Research, Engineering and Maintenance Contract dated March 12,
         1987 between Navistar and Camiones for the "S" Series of medium
         duty trucks, filed as Exhibit  10.1 to Grupo Dina's Registration
         Statement on Form F-1 (No. 33-53380) and
         incorporated by reference herein.

10.2     Supply Contract dated March 12, 1987 between Navistar and Camiones
         for the "S" Series of medium duty trucks, filed as Exhibit 10.2 to
         Grupo Dina's Registration Statement on Form F-1 (No. 33-53380) and
         incorporated by reference herein.

10.3     Research, Engineering,and Maintenance Contract dated November 21,
         1989 between Navistar and Camiones for the "9400" Series of heavy
         duty trucks, filed as Exhibit 10.3 to Grupo Dina's Registration
         Statement on Form F-1 (No. 33-53380) and incorporated by reference
         herein.

10.4     Supply Contract dated November 21, 1989 between Navistar and
         Camiones for the  "9400" Series of heavy duty trucks, filed as
         Exhibit 10.4 to Grupo Dina's Registration Statement on Form F-1
         (No. 33-53380) and incorporated by reference herein.

10.5     Research, Engineering and Maintenance Contract dated November 20,
         1990 between Navistar and Camiones for the "7.3", "DT/DTA-360" and
         "DT/DTA-466" Series of diesel engines, filed as Exhibit 10.5 to
         Grupo Dina's Registration Statement on Form F-1 (No. 33-53380) and
         incorporated by reference herein.

10.6     Supply Contract dated November 20, 1990 between Navistar and
         Camiones for the "7.3", "DT/DTA-360" and DT/DTA-466" Series of
         diesel engines, filed as Exhibit 10.6 to Grupo Dina's Registration
         Statement on Form F-1 (No. 33-53380) and
         incorporated by reference herein.

10.7     Supply Contract for bus bodies dated February 20, 1992 between
         Marcopolo and Autobuses, filed as Exhibit 10.7 to Grupo Dina's
         Registration Statement on Form F-1 (No. 33-53380) and incorporated
         by reference herein.

10.8     Technology and Supply Contract dated February 21, 1992 between
         Marcopolo and Autobuses for bus bodies, filed as Exhibit 10.8 to
         Grupo Dina's Registration Statement on Form F-1 (No. 33- 53380)
         and incorporated by reference herein.

10.9     Amendment dated April 22, 1993 to Technology and Supply Contract
         dated February 21, 1992 between Marcopolo and Autobuses, filed as
         Exhibit 3.9 to Grupo Dina's Annual Report on Form 20-F for the
         year ended December 31, 1995 and incorporated by reference herein.

10.10    Licensing Agreement dated February 23, 1981 between Budd and
         Plasticos and amendments thereto, filed as Exhibit 10.10 to Grupo
         Dina's Registration Statement on Form F-1 (No. 33- 53380) and
         incorporated by reference herein.

10.11    Shareholders and Subscription Agreement dated October 12, 1987
         among the Company, Navistar and Chrysler, filed as Exhibit 10.13
         to Grupo Dina's Registration Statement on Form F-1 (No. 33- 53380)
         and incorporated by reference herein.

10.12    Form of Camiones Distribution Contract, together with English
         translation, filed as Exhibit 3.12 to Grupo Dina's Annual Report
         on Form 20-F for the year ended December 31, 1994 and incorporat-
         ed by reference herein.

10.13    Form of Commercial Agency Agreement for heavy duty trucks for
         Camiones, filed as Exhibit 10.16 to Grupo Dina's Registration
         Statement on Form F-1 (No. 33-53380) and incorporated by
         reference herein.

10.14    Commercial  Brokers  Contract dated January 2, 1991 between
         Autobuses and Grupo Dina, filed as Exhibit 10.17 to Grupo Dina's
         Registration Statement on Form F-1 (No. 33-53380) and incorpo-
         rated by reference herein.

10.15    Fiscal Agency Agreement dated November 18, 1992 among Grupo Dina,
         Camiones and Autobuses, as Guarantors, and Bankers Trust Company,
         as Fiscal Agent, filed as Exhibit 10.18 to Grupo Dina's
         Registration Statement on Form F-1 (No. 33-53380) and incorporated
         by reference herein.

10.16    Supplemental Fiscal Agency Agreement, dated as of May 28, 1996,
         among the Company, Camiones and Autobuses, as Guarantors, and
         Bankers Trust Company, as Trustee, filed as Exhibit 3.16 to Grupo
         Dina's Annual Report on Form 20-F for the year ended December 31,
         1995 and incorporated by reference herein.

10.17    Agreement dated June 7, 1994 among Navistar, Navistar
         International Transportation Corp., Camiones and Grupo Dina, filed
         as Exhibit 4.3 to Grupo Dina's Registration Statement on Form F-1
         and F-4 (No. 33-79392) and incorporated by reference herein.

10.18    Contract dated October 11, 1994, between Grupo Dina and Navistar,
         filed as Exhibit 3.17 to the Company's Annual Report on Form 20-F
         for the year ended December 31, 1994 and incorporated by reference
         herein.

10.19    Supply Contract entered into on November 28, 1994 between
         Autobuses and Navistar for the "T-444E", "T-444NG", "DT 466" and
         "530" engines, filed as Exhibit 3.18 to Grupo Dina's Annual Report
         on Form 20-F for the year ended December 31, 1994 and incorporated
         by reference herein.

10.20    Distribution Agreement dated September 2, 1994 between Autobuses
         and Dina Comercializadora, S.A. de C.V., together with an English
         translation, filed as Exhibit 3.19 to Grupo Dina's Annual Report
         on Form 20-F for the year ended December 31, 1994 and incorporated
         by reference herein.

10.21    Distribution Agreement dated September 2, 1994 between Camiones
         and Dina Comercializadora, S.A. de C.V., together with an English
         translation, filed as Exhibit 3.20 to Grupo Dina's  Annual Report
         on Form 20-F for the year ended December 31, 1994 and incorporated
         by reference herein.

10.22    Bus Purchase Requirements Agreement by and among GLI Operating
         Company, Greyhound Lines, Inc., Transportation Manufacturing
         Corporation and Motor Coach Industries, Inc., as amended by: a
         letter agreement dated June 15, 1987 from GLI Holding Company
         to The Greyhound Corporation; Amendment to Bus Purchase
         Requirements Agreement; entered into as of June 30, 1988 by
         and among GLI Operating Company, Transportation Leasing Co.,
         Transportation Manufacturing Corporation and Motor Coach
         Industries Inc.; Term Sheet/Agreement in Principle dated July
         13, 1988 among GLI Holding Company and The Greyhound
         Corporation; Claims Treatment Agreement made and entered
         into in of August, 1991 among Greyhound Lines, Inc., the other
         Debtors signatory thereto and The Greyhound Corporation; and
         Amendment Number 2 to Bus Purchase Requirements Agreement
         executed as of December 21, 1994 by Greyhound Lines, Inc.,
         Transpor- tation Leasing Co., Motor Coach Industries, Inc. and
         Transportation Manufacturing Corporation, filed as Exhibit
         3.21 to Grupo Dina's Annual Report on Form 20-F for the year
         ended December 31, 1994 and incorporated by reference herein.

10.23    U.S. $125,000,000 Amended and Restated Credit Agreement dated as
         of August 8, 1994, as amended by First Amendment to Amended and
         Restated Credit Agreement dated as of November 14, 1994, filed as
         Exhibit 3.22 to Grupo Dina's Annual Report on Form 20-F for the
         year ended December 31, 1994 and incorporated by reference herein.

10.24    September 22, 1995 Second Amendment to US$125,000,000 Amended and
         Restated Credit Agreement dated as of August 8, 1994, filed as
         Exhibit 3.24 to Grupo Dina's Annual Report on Form 20-F for the
         year ended December 31, 1995 and incorporated by reference herein.

10.25    $125,000,000 9.02% Senior Notes Due November 15, 2002 Note
         Agreement, as amended by letter agreement, filed as Exhibit 3.23
         to Grupo Dina's Annual Report on Form 20-F for the year ended
         December 31, 1994 and incorporated by reference herein.

10.26    Parts Purchase and Supply Agreement entered into as of May 1, 1994
         by and between Greyhound Lines, Inc. and Universal Coach Parts,
         Inc., as amended by Amendment No.1 entered into as of May 1, 1994,
         filed as Exhibit 3.24 to Grupo Dina's Annual Report on Form 20-F
         for the year ended December 31, 1994 and incorporated by reference
         herein.

10.27    Limited Recourse Chattel Paper Purchase Agreement dated as of
         March 31, 1994 between MCI Acceptance Corp. and The CIT
         Group/Equipment Financing, Inc. and related Guaranty dated as
         of March 31, 1994; and Amendment No. 1 dated May 15, 1995 and
         related Guaranty dated as of May 15, 1995, filed as Exhibit
         3.26 to Grupo Dina's Annual Report on Form 20-F for the year
         ended December 31, 1994 and incorporated by reference herein.

10.28    Registration Agreement, dated June 3, 1996, among the Company,
         MCII Holdings and Salomon Brothers Inc, Alliance Capital
         Management Corporation and John Hancock Mutual Life Insurance
         Company, filed as Exhibit 3.28 to Grupo Dina's Annual Report on
         Form 20-F for the year ended December 31, 1995 and incorporated by
         reference herein.

12.1*    Computation of ratio of earnings to fixed charges of Grupo
         Dina.

12.2*    Computation of ratio of earnings to fixed charges of MCII
         Holdings.

21.1     List of Subsidiaries of Grupo Dina, filed as Exhibit 21.1 to Grupo
         Dina's Annual Report on Form 20-F for the year ended December 31,
         1995 and incorporated by reference herein.

21.2*    List of Subsidiaries of MCII Holdings.

23.1     Consent of Ritch, Heather y Meuller, S.C. (included in Exhibit
         5.1).

23.2     Consent of Skadden, Arps, Slate, Meagher & Flom (included in
         Exhibit 5.2).

23.3*    Consent of Arthur Andersen.

23.4*    Consent of Deloitte & Touche LLP.

24.1*    Powers of Attorney.

25.1*    Statement of Eligibility and Qualification on Form T-1 of IBJ
         Schroder Bank & Trust Company, as trustee under the Indenture
         relating to the Notes (bound separately).

27*      Financial Data Schedule of MCII Holdings.

99.1+    Form of Letter of Transmittal.

_________________________________
*  Filed herewith
+  To be filed by amendment