================================================================================

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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Persons(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:________

2) Aggregate number of securities to which transaction applies:___________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):______

4) Proposed maximum aggregate value of transaction:_______________________

5) Total fee paid:________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:________________________________________________

2) Form, Schedule or Registration Statement No.:__________________________

3) Filing Party:__________________________________________________________

4) Date Filed:____________________________________________________________

================================================================================

(COLOR LOGO OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.)

April 9, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
of the Company which will be held at 4:00 p.m., C.D.T., Wednesday, May 22, 2002,
at the Williams Presentation Center Theatre, 2 East First Street, Tulsa,
Oklahoma 74172.

The formal Notice of Annual Meeting of Stockholders and Proxy
Statement accompanying this letter provide detailed information concerning
matters to be considered and acted upon at the meeting.

Whether or not you plan to attend the Annual Meeting, please execute
and return the enclosed proxy at your earliest convenience. Your shares will
then be represented at the meeting, and the Company will avoid the expense of
further solicitation to assure a quorum and a representative vote. If you later
attend the meeting and wish to vote in person, you may withdraw your proxy and
so vote at that time.

Sincerely,

/S/ JOSEPH E. CAPPY
------------------------------------

Joseph E. Cappy
Chairman of the Board,
Chief Executive Officer
and President

(BLACK AND WHITE LOGO OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------

April 9, 2002

TO THE STOCKHOLDERS OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.:

The Annual Meeting of Stockholders of Dollar Thrifty Automotive Group,
Inc. will be held at 4:00 p.m., C.D.T., Wednesday, May 22, 2002, at the Williams
Presentation Center Theatre, 2 East First Street, Tulsa, Oklahoma 74172, for the
following purposes:

1. To elect nine (9) directors to serve until the next annual
meeting of stockholders or until their successors shall have been
elected and shall qualify;

2. To ratify and approve the appointment of Deloitte & Touche LLP,
as independent auditors of the Company for the 2002 year; and

3. To conduct any other business properly brought before the
meeting.

Only stockholders of record at the close of business on March 25, 2002
are entitled to notice of and to vote at the Annual Meeting of Stockholders.

A list of stockholders entitled to vote at the meeting will be
available for examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, at least ten days before the meeting in
the Office of the Executive Director of Investor Relations, Dollar Thrifty
Automotive Group, Inc., 5330 East 31st Street, Tulsa, Oklahoma 74135.

Your vote is important. Please vote now by proxy even if you plan to
attend the meeting. You may vote by marking, signing and dating your proxy card
on the reverse side and returning it promptly in the accompanying envelope. The
return of the enclosed proxy will not affect your right to vote if you attend
the meeting in person.

By Order of the Board of Directors

/S/ STEPHEN W. RAY
------------------------------------

Stephen W. Ray
Secretary

- --------------------------------------------------------------------------------
Your vote is important. Please vote by marking, signing and dating your proxy
card on the reverse side and returning it promptly
in the accompanying envelope.
- --------------------------------------------------------------------------------

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
5330 East 31st Street
Tulsa, Oklahoma 74135

PROXY STATEMENT

INFORMATION ABOUT THE MEETING
-----------------------------

This Proxy Statement is solicited by the Board of Directors of Dollar
Thrifty Automotive Group, Inc., a Delaware corporation ("DTG"), and is furnished
in connection with the Annual Meeting of Stockholders to be held at 4:00 p.m.,
C.D.T., Wednesday, May 22, 2002, at the Williams Presentation Center Theatre, 2
East First Street, Tulsa, Oklahoma 74172. DTG began mailing this Proxy Statement
and the accompanying proxy card on or about April 9, 2002.

As used in this Proxy Statement, "Dollar" means Dollar Rent A Car
Systems, Inc., an Oklahoma corporation, and its subsidiaries, "Thrifty" means
Thrifty, Inc., an Oklahoma corporation, and its subsidiaries, and "Company"
means collectively, DTG, Dollar and Thrifty.

Quorum

The record date for the meeting is March 25, 2002. DTG has outstanding
one class of voting securities, being common stock, $0.01 par value ("Common
Stock" or "Shares"), of which 24,330,879 Shares were outstanding as of the close
of business on the record date. A majority of those Shares (a quorum) must be
present, in person or by proxy, to conduct business at the meeting. Abstentions
and broker non-votes are counted as present in determining whether there is a
quorum.

Vote Required

Each stockholder is entitled to one vote for each Share held of record
at the close of business on the record date. Directors are elected by a
plurality vote, which means that if there are more nominees than positions to be
filled, the nominees for whom the most affirmative votes are cast will be
elected. Each other matter voted on at the meeting will be approved if a
majority of the votes cast are in favor of such matter. Abstentions and broker
non-votes are not votes cast and are not counted in determining whether a
nominee is elected or a matter approved. Inspectors of election appointed by the
Board will tabulate the votes cast.

Proxy Voting

The proxy card represents the Shares held of record by each
stockholder. Each stockholder can authorize the individuals named in the proxy
card to vote Shares by signing, dating and mailing the proxy card. Each
stockholder's Shares will then be voted at the meeting as the stockholder
specifies or, if the stockholder does not specify a choice, as recommended by
the Board. Each stockholder may revoke the proxy by voting in person at the
meeting, or by submitting a written revocation or a later dated proxy that is
received by DTG before the meeting. If you hold your Shares through a brokerage
firm or other nominee, you may elect to vote your Shares by a toll-free phone
number or over the Internet by following the instructions on the proxy materials
forwarded to you.

Proxy Solicitation

Execution and return of the enclosed proxy is being solicited by and
on behalf of the Board of Directors of DTG for the purposes set forth in the
Notice of Annual Meeting. Solicitation other than by mail may be made
personally, by telephone or otherwise, by employee officers and employees of the
Company who will not be additionally compensated for such services. Brokerage
firms, banks, fiduciaries, voting trustees or other nominees will be requested
to forward the soliciting material to each beneficial owner of Shares held of
record by them. Georgeson Shareholder Communications Inc. has been retained to
assist in the solicitation of proxies at a cost of approximately $6,000. The
total cost of soliciting proxies will be borne by DTG.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS
--------------------------------------

DTG has nominated for re-election to the Board nine candidates who
currently serve on DTG's Board. If elected, each candidate will serve for a
one-year term ending at the Annual Meeting of Stockholders to be held in 2003 or
when their successors are duly elected and qualified. For more information
concerning these director nominees, see "Biographical Information Regarding
Director Nominees and Named Executive Officers - Director Nominees". Unless
otherwise designated, the enclosed proxy card will be voted FOR the election of
the foregoing nominees as directors. The Board does not believe that any of
these nominees will be unable to stand for election, but should any nominee
unexpectedly become unavailable for election, the stockholder's proxy will be
voted for a new nominee designated by the Board unless the Board reduces the
number of directors to be elected.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF
THE NOMINEES DESCRIBED HEREIN AS DIRECTORS OF DTG.

PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT AUDITORS
----------------------------------------------------

Upon recommendation of the Audit Committee, the Board has appointed,
subject to stockholder approval, the firm of Deloitte & Touche LLP, independent
public accountants, as the independent auditors of DTG for the calendar year
2002. This firm has served DTG in this capacity since its inception in November
1997.

The following table provides the various fees and out-of-pocket costs
billed by Deloitte & Touche LLP for the fiscal year ended December 31, 2001:

Audit Fees
o Fees related to audits of the consolidated and
subsidiaries' annual financial statements and
reviews of the consolidated quarterly financial
statements $867,903

Financial Information Systems Design and Implementation Fees $ -

All Other Fees
o Audit Related Fees: Employee benefit plan audit,
agreed-upon debt compliance procedures, statutory
airport concession fee audits, accounting
consultations and information security reviews $630,852
o Tax and Other Consulting: Primarily assistance
with tax preparation and tax consulting $ 99,687
--------
Total All Other Fees $730,539

The Audit Committee of the Board has considered and concluded that the
provision by Deloitte & Touche LLP of non-audit services included in the fees
set forth in the table above under "Total All Other Fees" is compatible with
maintaining the independence of Deloitte & Touche LLP.

A representative of Deloitte & Touche LLP will be present at the
Annual Meeting of Stockholders and will be available to respond to appropriate
questions. Although the audit firm has indicated that no statement will be made,
an opportunity for a statement will be provided.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2002.

BIOGRAPHICAL INFORMATION REGARDING
DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS
----------------------------------------------

Director Nominees

Below is information concerning each of the nominees for election to
the Board, including their name, age, principal occupation or employment during
at least the past five years and the period during which such person has served
as a director of DTG.

Molly Shi Boren, age 58, has served as a director since May 2000. A
lawyer and former judge, she has been active in Oklahoma and national civic
affairs. Ms. Boren has previously served as a director of Pepsi-Cola Bottling
Company of Chicago, Liberty Bancorporation, Pet Food Company and Central and
South West Corporation.

Thomas P. Capo, age 51, has served as a director since November 1997.
Mr. Capo was the Senior Vice President and Treasurer of DaimlerChrysler
Corporation ("DaimlerChrysler"), from November 1998 to August 2000. From
November 1991 to October 1998 he was Treasurer of Chrysler Corporation. Mr. Capo
is also a director of Sonic Automotive, Inc.

Joseph E. Cappy, age 67, has served as a director since November 1997.
Mr. Cappy served as a Vice President of Chrysler Corporation from August 1987 to
December 1997. Mr. Cappy is also a director of BOK Financial Corporation.

Edward J. Hogan, age 74, has served as a director since December 1997.
Mr. Hogan has been Chairman and Founder of Pleasant Holidays, a tour operator
specializing in Hawaiian vacations, since April 1959. Mr. Hogan has also served
as a director of Castle & Cooke, which has large holdings of real estate in
Hawaii, since October 1993.

Maryann N. Keller, age 58, has served as a director since May 2000.
Ms. Keller was President of the Automotive Services unit of priceline.com from
July 1999 to November 2000. She joined priceline.com from Furman Selz (now part
of ING Barings), where she served as a managing director of the firm since 1986.
Ms. Keller also served as Chairman of the Society of Automotive Analysts from
1994 to 1999. Ms. Keller is also a director of Sonic Automotive, Inc.

The Honorable Edward C. Lumley, age 62, has served as a director since
December 1997. Mr. Lumley has been Vice Chairman of the investment banking firm
BMO Nesbitt Burns since August 1994. Mr. Lumley previously served as a Member of
the Canadian Parliament and as Minister of International Trade, Industry, Trade
and Commerce, Communications, and Science and Technology. Mr. Lumley is also a
director of Air Canada, Canadian National, Magna International, Magna
Entertainment and Intier Automotive.

John C. Pope, age 52, has served as a director since December 1997.
Mr. Pope has been Chairman of PFI Group, an investment firm, since July 1994.
Mr. Pope was the Chairman of the Board of MotivePower Industries, Inc. from
January 1996 to November 1999 and a director from May 1995 to November 1999. Mr.
Pope served as a director and in various executive positions with UAL
Corporation and United Airlines, Inc. between January 1988 and July 1994. Mr.
Pope is also a director of Air Canada, Federal Mogul Corporation, Kraft Foods
Inc., Per-Se Technologies, Inc., Wallace Computer Services, Inc. and Waste
Management, Inc.

John P. Tierney, age 70, has served as a director since December 1997.
Mr. Tierney was the Chairman and Chief Executive Officer of Chrysler Financial
Corporation, the financial services subsidiary of Chrysler Corporation, from
August 1987 until his retirement in December 1994. Mr. Tierney is also a
director of Charter One Financial, Inc.

Edward L. Wax, age 65, has served as a director since December 1997.
Mr. Wax has been Chairman Emeritus of Saatchi & Saatchi Advertising Worldwide,
an advertising firm with substantial experience in the travel industry, since
January 1998 and was Chairman from June 1997 to December 1997. Mr. Wax was Chief
Executive Officer of Saatchi & Saatchi Advertising Worldwide from February 1992
to May 1997. Mr. Wax is also a director of Golf Trust of America, Inc.

Named Executive Officers

The following sets forth information concerning the executive officers
of the Company identified under "Executive Compensation - Summary Compensation
Table", including their name, age, principal occupation and employment during at
least the past five years and the period during which such person has served as
an executive officer of the Company.

Peter G. Guptill, age 59, has been the Executive Vice President of
Dollar-Florida Region since January 1996. Mr. Guptill is also a director of the
Travel Industry Association of America and the Florida Tourism Commission.

Steven B. Hildebrand, age 47, has been the Vice President and Chief
Financial Officer of DTG since November 1997 and was elected Executive Vice
President of DTG in May 2000. Prior to his election as a DTG officer, Mr.
Hildebrand was Executive Vice President and Chief Financial Officer of Thrifty
Rent-A-Car System, Inc. since August 1995.

Donald M. Himelfarb, age 56, has been an Executive Vice President of
DTG since November 1997 and also served as a director of DTG from November 1997
to May 2000. Mr. Himelfarb has been President of Thrifty Rent-A-Car System, Inc.
since June 1992 and Thrifty since December 1998.

Gary L. Paxton, age 55, has been an Executive Vice President of DTG
since November 1997 and also served as a director of DTG from November 1997 to
May 2000. Mr. Paxton has been President of Dollar since December 1990.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
----------------------------------------

Certain Beneficial Owners

The following table sets forth certain information as of March 21,
2002 with respect to each person known by DTG to beneficially own more than 5%
of the outstanding Shares:

Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class (1)
- ------------------- ----------------------- --------------------

Perkins, Wolf, McDonnell & Company 3,340,665 13.7%
53 W. Jackson Blvd., Suite 722
Chicago, Illinois 60604

Tweedy, Browne Company LLC 2,145,367 8.8%
350 Park Avenue
New York, New York 10022

Berger Small Cap Value Fund (2) 1,809,070 7.4%
210 University Boulevard
Suite 900
Denver, Colorado 80206

Dimensional Fund Advisors Inc. (3) 1,749,200 7.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

The Carmel Trust (4) 1,723,300 7.1%
c/o Skadden, Arps, Slate, Meagher
& Flom
333 West Wacker Drive
Chicago, Illinois 60606
DTI Investments, LLC
4000 Island Blvd.
Williams Island, Florida 33160
Carmel Holding Co.
c/o Carmel Investment Fund
TK House
Bayside Executive Park
West Bay Street & Blake Road
Nassau Bahamas

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

(1) Based on 24,328,612 Shares outstanding as of March 21, 2002.

(2) Perkins, Wolf, McDonnell & Company is the sub investment advisor
delegated with investment and voting authority.

(3) Dimensional Fund Advisors Inc. disclaims beneficial ownership of the
Shares.

(4) The Carmel Trust owns all of the outstanding membership interests of
DTI Investments, LLC ("DTI") and all of the outstanding capital stock
of Carmel Holding Co. ("CHC"). DTI and CHC own 391,600 and 1,331,700
Shares, respectively.

Director Nominees and Executive Officers

The following table sets forth certain information as of March 21,
2002, with respect to the number of Shares owned by (i) each director of DTG,
(ii) each named executive officer of the Company, and (iii) all directors and
named executive officers of the Company as a group.

Amount and Nature
Name of Beneficial Owner of Beneficial Ownership (1) Percent of Class (2)
- ------------------------ --------------------------- --------------------

Molly Shi Boren 9,077 (3) Less than 1%

Thomas P. Capo 7,616 (4) Less than 1%

Joseph E. Cappy 420,373 (5) 1.7%

Edward J. Hogan 23,370 (6) Less than 1%

Maryann N. Keller 9,296 (7) Less than 1%

The Hon. Edward C. Lumley 27,370 (8) Less than 1%

John C. Pope 30,017 (9) Less than 1%

John P. Tierney 29,011 (10) Less than 1%

Edward L. Wax 25,879 (11) Less than 1%

Peter G. Guptill 86,310 (12) Less than 1%

Steven B. Hildebrand 123,905 (13) Less than 1%

Donald M. Himelfarb 148,045 (14) Less than 1%

Gary L. Paxton 168,495 (15) Less than 1%

All directors and executive 1,108,764 4.6%
officers as a group

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

(1) The SEC deems a person to have beneficial ownership of all shares
which such person has the right to acquire within sixty (60) days.
Accordingly, Shares subject to options exercisable within sixty (60)
days are included in this column.

(2) Based on 24,328,612 Shares outstanding as of March 21, 2002.

(3) Consists of (i) 4,077 Shares subject to a deferral agreement between
DTG and Ms. Boren, and (ii) 5,000 Shares subject to options.

(4) Consists of (i) 3,972 Shares subject to a deferral agreement between
DTG and Mr. Capo, and (ii) 3,644 Shares subject to options.

(5) Consists of (i) 87,300 Shares owned of record by Mr. Cappy's trust,
(ii) 48,473 Shares held in the Deferred Compensation Plan (hereinafter
defined), (iii) 253,300 Shares subject to options, and (iv) 31,300
Shares owned of record by the trust of Mr. Cappy's spouse.

(6) Consists of (i)10,370 Shares owned of record by the trust of Mr. Hogan
and his spouse, and (ii) 13,000 Shares subject to options.

(7) Consists of (i) 4,296 Shares subject to a deferral agreement between
DTG and Ms. Keller, and (ii) 5,000 Shares subject to options.

(8) Consists of (i) 14,370 Shares owned of record by Mr. Lumley, and (ii)
13,000 Shares subject to options.

(9) Consists of (i) 6,000 Shares owned of record by Mr. Pope, (ii) 11,017
Shares subject to a deferral agreement between DTG and Mr. Pope, and
(iii) 13,000 Shares subject to options.

(10) Consists of (i) 6,000 Shares owned of record by Mr. Tierney, (ii)
10,011 Shares subject to a deferral agreement between DTG and Mr.
Tierney, and (iii) 13,000 Shares subject to options.

(11) Consists of (i) 3,200 Shares owned of record by Mr. Wax, (ii) 9,679
Shares subject to a deferral agreement between DTG and Mr. Wax, and
(iii) 13,000 Shares subject to options.

(12) Consists of (i) 1,000 Shares owned of record by Mr. Guptill, (ii)
7,118 Shares held in the Deferred Compensation Plan, (iii) 225 Shares
held in DTG's 401(k) Plan, and (iv) 77,967 Shares subject to options.

(13) Consists of (i) 3,000 Shares owned of record by Mr. Hildebrand, (ii)
14,671 Shares held in the Deferred Compensation Plan, and (iii)
106,234 Shares subject to options.

(14) Consists of (i) 20,045 Shares held in the Deferred Compensation Plan,
(ii) 124,500 Shares subject to options, and (iii) 3,500 Shares owned
of record by the trust of Mr. Himelfarb's spouse.

(15) Consists of (i) 7,500 Shares owned of record by Mr. Paxton's trust,
(ii) 21,928 Shares held in the Deferred Compensation Plan, (iii)
137,567 Shares subject to options, and (iv) 1,500 Shares owned of
record by the trust of Mr. Paxton's spouse.

MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
---------------------------------------------------------------

Meetings and Committees

The Board has established certain standing committees, which are
comprised solely of non-employee directors, to consider designated matters.
These committees of the Board are: the Governance Committee, the Audit
Committee, the Human Resources and Compensation Committee and the Strategic
Planning Committee. In accordance with the Bylaws of DTG, the Board annually
elects from its members the members and chairman of each committee. The table
below sets forth the number of Board and committee meetings (including
teleconference meetings) held in 2001, the members of each committee and the
chairman of each committee:

Human Resources Strategic
Board Member Board Governance Audit and Compensation Planning
------------ ----- ---------- ----- ---------------- ---------

Molly Shi Boren X X X

Thomas P. Capo X X X

Joseph E. Cappy X (1)

Edward J. Hogan X X (1) X

Maryann N. Keller X X X

The Hon. Edward C.
Lumley X X (1) X

John C. Pope X X X (1)

John P. Tierney X X X (1)

Edward L. Wax X X X

Meetings Held in 2001 14 2 5 6 2

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

(1) Designates the chairman.

During the 2001 year, each director attended 75% or more of the total
of all meetings held by the Board and the committees on which he or she served,
and the average attendance level for all Board and committee meetings was
approximately 99%.

Governance Committee

The Governance Committee evaluates the organization, function and
performance of the Board and its committees, the qualifications for director
nominees and matters involving corporate governance and compliance. Director
nominations by stockholders may be submitted at the times and in the same manner
as stockholder proposals. See "Stockholder Proposals for Next Annual Meeting".

Audit Committee

The Audit Committee recommends the appointment of independent auditors
and reviews their fees for audit and non-audit services and the scope and
results of audits performed by them and by the Company's internal auditors. It
also reviews the Company's system of internal accounting controls, its
significant accounting policies and its financial statements and related
disclosures. See "Report of Audit Committee".

Human Resources and Compensation Committee

The Human Resources and Compensation Committee makes recommendations
to the Board regarding DTG's executive compensation program, as well as
generally reviewing the human resources area for the Company, including its
management development and succession. As a part of its compensation function,
it approves salaries, executive retirement benefits, incentive compensation
awards and stock option grants for officers and senior executives, as well as
corporate goals under performance based compensation plans. See "Executive
Compensation - Report of Human Resources and Compensation Committee on Executive
Compensation".

Strategic Planning Committee

The Strategic Planning Committee is charged with the responsibility of
reviewing, critiquing and recommending for consideration by the Board
management's strategic plan for DTG. An additional responsibility is the initial
review for the Board of any extraordinary or other material business
transactions identified by management which might benefit DTG's strategy.

Report of Audit Committee

Independence and Charter

The Audit Committee of the Board is currently comprised of four
independent directors and operates under a written charter adopted by the Board.
Each of the members is currently independent as defined by DTG policy and the
New York Stock Exchange rules regarding director independence on audit
committees.

Meetings With Management, Internal Auditors and Independent Auditors

The Audit Committee reviewed and discussed the audited financial
statements and effectiveness of internal controls with management, internal
auditors and the independent auditors of the Company, Deloitte & Touche LLP.
Based on these discussions and its other work, the Audit Committee recommended
that the Board include the audited consolidated financial statements in DTG's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

The Audit Committee also has met and held discussions with management,
internal auditors and the independent auditors regarding various topics in
addition to matters related to financial statements.

The discussions with Deloitte & Touche LLP also included the matters
required by Statement on Auditing Standards ("SAS") No. 61 (Codification of
Statements on Auditing Standards, Communication with Audit Committees), as
amended by SAS No. 89 (Audit Adjustments) and SAS No. 90 (Audit Committee
Communications).

In addition, Deloitte & Touche LLP also provided to the Audit
Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and discussed
with the Audit Committee such firm's independence.

Responsibility

The Audit Committee is not responsible for either the preparation of
the financial statements or the auditing of the financial statements. Management
has the responsibility for preparing the financial statements and implementing
and maintaining internal controls and the independent auditors have the
responsibility for auditing financial statements and evaluating the
effectiveness of the internal controls. The Audit Committee has relied, without
independent verification, on management's representation that the financial
statements have been prepared with integrity and objectivity and in conformity
with accounting principles generally accepted in the United States of America
and on the representations of the independent auditors included in their report
on DTG's financial statements.

THE AUDIT COMMITTEE

John P. Tierney, Chairman
Thomas P. Capo
Edward J. Hogan
Maryann N. Keller

March 21, 2002

Compensation

Fees

In 2001, directors who were not officers or employees of DTG were paid
an annual board retainer of $25,000, payable in Common Stock. They were also
paid an attendance fee of $1,000 for each meeting of the Board of Directors and
$1,000 for each meeting of a committee thereof (excluding members of the
Strategic Planning Committee), in each case payable in cash or Common Stock, as
desired by the non-employee director. Members of the Strategic Planning
Committee were paid a quarterly attendance fee of $1,250, payable in cash or
Common Stock, as desired by the non-employee director. In addition to the
meeting fees described above, committee chairmen were also paid an annual
retainer of $5,000, payable in Common Stock. Non-employee directors could elect
in advance to defer their fees. During the 2002 year, as a part of Company-wide
cost savings initiatives, the non-employee directors agreed to a twelve percent
(12%) reduction in fees, which will be restored if DTG reaches certain earnings
targets.

Stock Options

In May 2001, non-employee directors were granted NQSOs (hereinafter
defined) to purchase 5,000 Shares at the exercise price of $23.90 per Share.
Such NQSOs become exercisable on May 31, 2002 and expire on May 23, 2011. Under
certain circumstances, including a change in control of DTG, the NQSOs would be
exercisable immediately.

Other

In 2001, DTG made available to each non-employee director the personal
use of two vehicles while serving as a director, together with insurance
coverage. Rental cars are also furnished for short-term use for product and
service evaluation purposes. In the event of a change in control of DTG,
ownership of the vehicles will be transferred to the director and the use of
rental cars for product and service evaluation will continue.

No Compensation or Benefits

DTG does not pay compensation or provide benefits for service to any
director solely in such capacity who is also an officer or employee of the
Company.

Stock Ownership Guidelines

All current non-employee directors of DTG are required to own Shares
or options valued at not less than five times the annual retainer of $25,000,
for a total of $125,000. The requirements are phased in over five years of
service on the Board of Directors.

Certain Understandings

In connection with continuing credit support to the Company for
vehicle fleet financing, DTG agreed to nominate and support a DaimlerChrysler
designee to its Board. Thomas P. Capo, who previously was a DaimlerChrysler
Senior Vice President and its Treasurer, originally held this directorship.
Although Mr. Capo is no longer employed by DaimlerChrysler, the appointment of a
successor designee to the DTG Board has not been exercised by DaimlerChrysler.
The Company's agreements relating to this position expire upon termination of
DaimlerChrysler credit support and repayment of any sums due in connection
therewith.

EXECUTIVE COMPENSATION
----------------------

Report of Human Resources and Compensation Committee on Executive Compensation

This report explains DTG's executive compensation program for 2001.
The Human Resources and Compensation Committee, which is comprised solely of
non-employee directors, determines the compensation of senior executives of the
Company.

Compensation Philosophy

DTG's executive compensation program is a critical part of the
effective management of its key executives. The program provides incentives and
rewards senior management for building long-term stockholder value. It is
designed to: (i) establish a comparative framework of companies for
pay/performance analysis, (ii) maintain a strong relationship between
performance and awards, (iii) communicate a link between pay and performance,
(iv) encourage stock ownership and focus on the use of equity-based incentives,
and (v) balance all compensation components to create a total pay program based
on specific performance goals.

Stock Ownership Guidelines

DTG maintains stock ownership guidelines to more closely align the
interests of executives with those of stockholders ranging from one half of
annual base salary to three times annual base salary for executives currently
employed by the Company.

Components of Executive Compensation Program

The Company's executive compensation program has four components: base
salary, incentive compensation cash bonuses, long-term Share incentive
compensation and supplemental retirement benefits. The following is a summary of
the considerations underlying each component.

Base Salary

The Human Resources and Compensation Committee establishes base
salaries for executive officers in relation to base salaries paid by a group of
companies which was compared to the Company because they were similarly sized
service companies in terms of corporate revenues, or had operations in the local
geographic job market, or were vehicle rental industry peers. Base salaries may
vary depending on factors such as responsibility, current performance and
tenure.

Incentive Compensation Cash Bonuses

The Company's annual incentive compensation plan is a cash bonus
plan designed to provide performance based compensation awards to executives for
achievement of corporate objectives during the past year. Pretax profit
objectives are established for Dollar, Thrifty and DTG. These objectives range
from a minimum threshold to earn a partial award to a maximum award. Annual
awards to senior executives are based upon individual operating company
performance, except for DTG executives whose awards are based on consolidated
performance.

Long-Term Incentive Compensation

DTG has adopted a long-term incentive plan (the "LTIP"). The LTIP
is intended to provide equity-based incentives to officers and key employees of
the Company that serve to align their interests with those of stockholders. The
LTIP permits the granting of any or all of the following type of awards: (i)
stock options, including incentive stock options and non-qualified stock options
("NQSOs"), (ii) stock appreciation rights, (iii) restricted stock awards, (iv)
performance awards, including performance shares ("Performance Shares"), and (v)
other forms of stock-based incentive awards.

In November 2001, NQSOs for 653,900 Shares were approved for
approximately 185 employees, including each of the named executive officers at
an exercise price of $11.45 per Share. These NQSOs become exercisable in three
equal annual installments commencing November 30, 2002 and expire on November
18, 2011.

In January 2001, 62,700 target Performance Shares were approved
for granting to officers and certain key employees of the Company. Such awards
established a target number of Shares that could be earned based upon the 2001
performance year, vesting in three equal annual installments. The number of
Performance Shares ultimately earned by a grantee would be expected to range
from zero to 200% of the grantee's target award, depending on the level of
corporate performance for the 2001 year against established profit targets.
However, for the 2001 performance year, no Performance Shares were earned
because the established profit targets were not met.

Compensation consultants were retained to analyze incentive
practices of publicly traded car rental companies and other corporations. Their
recommendations were considered in setting the design and size of the NQSO and
Performance Share grants.

Supplemental Retirement Benefits

In December 1994, Pentastar Transportation Services, Inc.,
predecessor to DTG, adopted a deferred compensation plan (the "Deferred
Compensation Plan") to provide a means by which certain executives of the
Company may elect to defer receipt of specified percentages or amounts of their
compensation, to also permit certain other deferrals of compensation, and to
encourage such employees to remain employed by the Company. The Company has
established a non-qualified trust to provide a source of payment for benefits
under the Deferred Compensation Plan. The Company makes contributions to the
Deferred Compensation Plan in addition to elective deferrals of compensation by
executives.

DTG adopted a retirement plan in December 1998 (the "Retirement
Plan") to provide a means by which the Company can provide retirement income to
key executives to encourage them to remain employed by the Company. Another
non-qualified trust has been created to provide a source for payment of benefits
under the Retirement Plan. The Company makes contributions to the Retirement
Plan.

Compensation for the Chief Executive Officer

In 2001, despite the effects of a recession and an unprecedented
reduction in travel and rental car demand following the September 11 terrorist
attacks, the Company remained profitable with net income of $13.8 million.
During the 2001 year, Joseph E. Cappy led the Company in various cost savings
initiatives, including sizing the vehicle fleet to meet reduced rental car
demand. Although the Company was profitable for 2001, Mr. Cappy was not paid a
bonus and did not earn any Performance Shares.

In establishing each of the components of Mr. Cappy's compensation,
the Human Resources and Compensation Committee relied on information developed
from compensation surveys with the assistance of a compensation consulting firm,
and comparative industry data.

Compensation Committee Interlocks and Insider Participation

The Hon. Edward C. Lumley, Human Resources and Compensation Committee
Chairman and a director of DTG, is the Vice Chairman of BMO Nesbitt Burns. In
February 1999, BMO Nesbitt Burns assisted in a fleet securitization for
Thrifty's Canadian vehicles. Although only a one-time structuring fee was paid
to BMO Nesbitt Burns at closing, additional program fees will be paid to BMO
Nesbitt Burns to cover placement, liquidity and administration fees during the
five year term of the arrangement.

Federal Income Tax Liability

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the amount the Company can deduct for compensation paid to the
Chief Executive Officer and the other four most highly-compensated executive
officers of the Company. However, performance based compensation that meets
certain requirements of the Code is not subject to this limit. The LTIP is a
performance based plan. It is the intention of the Human Resources and
Compensation Committee to continue to preserve the deductibility of executive
compensation to the extent reasonably practicable by complying with Code Section
162(m). However, there may be occasions when the payment of non-deductible
compensation might be appropriate.

THE HUMAN RESOURCES AND
COMPENSATION COMMITTEE

The Hon. Edward C. Lumley, Chairman
Molly Shi Boren
John C. Pope
Edward L. Wax

March 21, 2002

Summary Compensation Table

The following table provides certain summary information concerning
compensation of DTG's Chief Executive Officer and each of the named executive
officers of the Company for the three fiscal years ended December 31, 2001, 2000
and 1999:

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

Securities All Other
Name and Principal Underlying LTIP Compensation
Position Year Salary ($) Bonus ($) Options (#) Payouts ($) (1) ($) (2)
- ------------------------- ---- ---------- --------- ----------- --------------- ------------

Joseph E. Cappy, 2001 580,000 -0- 75,000 993,468 96,772
Chairman of the Board, 2000 550,000 757,350 75,000 -0- 108,744
Chief Executive Officer 1999 481,500 963,000 50,700 -0- 71,616
and President

Gary L. Paxton, 2001 353,541 -0- 39,300 454,013 57,315
Executive Vice President 2000 315,662 326,000 39,300 -0- 380,836
and President - Dollar 1999 286,965 430,448 28,000 -0- 282,197

Donald M. Himelfarb, 2001 314,604 -0- 32,700 399,995 50,470
Executive Vice President 2000 280,896 290,095 32,700 -0- 259,593
and President - Thrifty 1999 255,360 383,040 25,200 -0- 177,121

Steven B. Hildebrand, 2001 265,356 -0- 28,200 300,689 44,040
Executive Vice President 2000 252,720 260,997 28,200 -0- 167,558
and Chief Financial 1999 234,000 351,000 21,500 -0- 111,836
Officer

Peter G. Guptill, 2001 240,500 -0- 25,400 147,376 35,855
Executive Vice President 2000 227,500 191,919 26,000 -0- 214,013
Dollar - Florida Region 1999 216,776 260,131 15,300 -0- 167,078

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

(1) Represents Performance Shares earned with respect to the years 1998,
1999 and 2000, and fully vested in 2001.

(2) Represents (i) the final amounts distributed in 1999 and 2000 under
the discontinued executive retention plans of Dollar Rent A Car
Systems, Inc. and Thrifty Rent-A-Car System, Inc., (ii) the Company's
contributions to its qualified and non-qualified defined contribution
plans, including supplemental retirement plans, and (iii) life and
disability insurance premiums.

Option Grants in Last Fiscal Year

The following table provides certain summary information concerning
stock option grants made to DTG's Chief Executive Officer and each of the named
executive officers of the Company for the fiscal year ended December 31, 2001:

% of Total
Number of Securities Options Granted Exercise or
Underlying Options to Employees Base Price Expiration Grant Date
Name Granted in Fiscal Year ($/Sh) Date Present Value ($)(1)
- -------------------- -------------------- --------------- ----------- ---------- --------------------

Joseph E. Cappy 75,000 11.5% 11.45 11/18/2011 490,103

Gary L. Paxton 39,300 6.0% 11.45 11/18/2011 256,814

Donald M. Himelfarb 32,700 5.0% 11.45 11/18/2011 213,685

Steven B. Hildebrand 28,200 4.3% 11.45 11/18/2011 184,279

Peter G. Guptill 25,400 3.9% 11.45 11/18/2011 165,981

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

(1) All options are granted at an exercise price equal to the market value
of DTG's Common Stock on the date of grant. Accordingly, if there is
no appreciation in market value, no value will be realizable. In
accordance with SEC rules, the Black-Scholes option valuation model
was used to estimate the fair value of the options at the date of
grant, using the following assumptions: weighted-average expected life
of the awards of six years, volatility factor of 56.43%, risk-free
interest rate of 4.33% and no payment of dividends. The Black-Scholes
option valuation model was developed for use in estimating the fair
value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock
volatility. DTG does not believe that the Black-Scholes model, or any
other valuation model, is a reliable method of computing the present
value of the employee stock options. The value ultimately realized, if
any, will depend on the amount that the market price of the stock
underlying the option exceeds the exercise price on the date of
exercise.

Certain Continuing Arrangements

In September 1998, DTG entered into an Employment Continuation
Agreement with Mr. Cappy. The agreement provides for benefits to be paid to Mr.
Cappy upon termination of his employment following a change in control of DTG
subject to certain requirements contained in the agreement. The agreement was
filed as Exhibit 10.3 to DTG's Quarterly Report on Form 10-Q for the period
ended September 30, 1998. Amendments to the agreement were filed as Exhibits
10.23 and 10.25 to DTG's Quarterly Report on Form 10-Q for the period ended June
30, 2001, and as Exhibit 10.27 to DTG's Annual Report on Form 10-K for the 2001
fiscal year.

In September 1998, DTG also established the Employment Continuation
Plan for Key Employees. The plan provides for benefits to be paid to certain
employees upon termination of their employment following a change in control of
DTG subject to certain requirements contained in the plan. The plan currently
covers 44 employees of the Company. The plan was filed as Exhibit 10.4 to DTG's
Quarterly Report on Form 10-Q for the period ended September 30, 1998.
Amendments to the plan were filed as Exhibit 10.21 to DTG's Quarterly Report on
Form 10-Q for the period ended March 31, 2001, Exhibits 10.24 and 10.26 to DTG's
Quarterly Report on Form 10-Q for the period ended June 30, 2001, and Exhibit
10.28 to DTG's Annual Report on Form 10-K for the 2001 fiscal year.

Following a change in control of DTG, certain senior executive
officers of DTG (currently four individuals) will receive the same leased
vehicle and rental car benefits as the non-employee directors. See "Meetings,
Committees and Compensation of the Board of Directors - Compensation - Other".

STOCKHOLDER RETURN PERFORMANCE PRESENTATION
-------------------------------------------

The following graph compares the cumulative total stockholder return
on DTG Common Stock with the Peer Group Index, the Russell 2000 Stock Market
Index and the Media General Rental and Leasing Services Group Index. The Media
General Rental and Leasing Services Group Index is a published index of 29
stocks including DTG and two of DTG's competitors, ANC Rental Corporation and
Budget Group Inc.

The results are based on an assumed $100 invested on December 17,
1997, and reinvestment of dividends through December 31, 2001.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Dollar Thrifty Automotive Group, Inc., Peer Group Index, Russell 2000
Stock Market Index, and Media General Rental and Leasing
Services Group Index

(Graph Omitted)

Company/Index/Market 12/17/97 12/31/97 12/31/98 12/31/99 12/29/00 12/31/01
- ----------------------------------- ------------ ------------ ---------- ------------- ------------ ------------

Dollar Thrifty Automotive Group, 100.00 100.00 62.83 116.78 91.46 75.61
Inc.

Peer Group Index 100.00 102.79 47.21 26.95 6.32 1.49

Russell 2000 Stock Market Index 100.00 100.00 97.20 116.24 111.22 112.36

Media General Rental and Leasing 100.00 100.00 96.81 86.76 75.66 74.71
Services Group Index

DTG has selected a different index from an index used for the
immediately preceding fiscal year by substituting the Media General Rental and
Leasing Services Group Index for the Peer Group Index which included Hertz,
Avis, Budget and ANC Rental Corporation. During 2001, Hertz and Avis were
acquired by Ford Motor Company and Cendant Corporation, respectively. Also in
2001, ANC Rental Corporation filed for bankruptcy court protection. As a result
of these significant industry changes, DTG no longer believes that the Peer
Group Index provides a meaningful basis for comparison. DTG's total return for
2001 was -17.3%. The total return for the Media General Rental and Leasing
Services Group Index in 2001 was -1.26%. The Peer Group Index (which no longer
includes Hertz and Avis) used by DTG in previous proxy statements disclosed a
- -76.4% return for 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Common Stock to file with the SEC initial reports of ownership and statements of
changes in ownership of Common Stock, as well as annual statements of ownership.
Based solely upon a review of forms furnished to the Company, during the fiscal
year ended December 31, 2001, the Company believes that all SEC filing
requirements applicable to the Company's directors, executive officers and
persons owning more than 10% of the Common Stock were met.

REPORT ON FORM 10-K
-------------------

A copy of DTG's Report on Form 10-K for the period ended December 31,
2001, filed with the SEC (including related financial statements and schedules)
is available to stockholders without charge, upon written request to the
Executive Director of Investor Relations, Dollar Thrifty Automotive Group, Inc.,
5330 East 31st Street, Tulsa, Oklahoma 74135.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
---------------------------------------------

The deadline for submitting proposals for the possible inclusion in
next year's proxy statement is not less than 90 nor more than 120 days before
the Annual Meeting of Stockholders to be held in 2003, and a proposal received
outside of this time frame will be untimely and not considered for the Annual
Meeting of Stockholders to be held in 2003; provided, however, that in the event
that less than 100 days notice or prior public disclosure of the date of the
Annual Meeting of Stockholders is given or made to stockholders, then such
proposals will be considered if received not later than the tenth day following
the day on which the meeting date is disclosed. Proposals, including any
accompanying supporting statement, may not exceed 500 words and should be
addressed to: Secretary, Dollar Thrifty Automotive Group, Inc., 5330 East 31st
Street, Tulsa, Oklahoma 74135.

OTHER MATTERS
-------------

As of the date of this Proxy Statement, the Board does not intend to
present any matter for action at the Annual Meeting of Stockholders other than
those set forth in the Notice of Annual Meeting. If any other matters properly
come before the meeting, the holders of the proxies will act in accordance with
their best judgment.

By Order of the Board of Directors

/S/ STEPHEN W. RAY
------------------------------------

Stephen W. Ray
Secretary
Tulsa, Oklahoma
April 9, 2002

APPENDIX A
----------

(FRONT SIDE OF PROXY)

PROXY -- DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Annual Meeting of Stockholders

May 22, 2002

The undersigned stockholder of Dollar Thrifty Automotive Group, Inc.,
a Delaware corporation, hereby appoints Pamela S. Peck or Michael H. McMahon, or
either of them voting singly in the absence of the other, attorneys and proxies
with full power of substitution and revocation, to vote all shares of Common
Stock of Dollar Thrifty Automotive Group, Inc. which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of said corporation to be held at
the Williams Presentation Center Theatre, 2 East First Street, Tulsa, Oklahoma
74172, on May 22, 2002, at 4:00 p.m., C.D.T., or any adjournment thereof, in
accordance with the following instructions.

In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting. This proxy, when
properly executed, will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, the proxy will be voted "FOR"
all nominees in Proposal No. 1 and "FOR" Proposal No. 2.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE
NOMINEES AND "FOR" PROPOSAL NO. 2.

YOUR VOTE IS IMPORTANT. PLEASE VOTE BY MARKING, SIGNING AND DATING
THIS PROXY ON THE REVERSE SIDE AND RETURNING IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE.

(Continued and to be signed on reverse side)
----------------------------------------------------------

(REVERSE SIDE OF PROXY)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

ANNUAL MEETING PROXY CARD

1. Election of Directors

The Board of Directors recommends a vote FOR the listed nominees.

For Withhold

01 - Molly Shi Boren _____ ________

02 - Thomas P. Capo _____ ________

03 - Joseph E. Cappy _____ ________

04 - Edward J. Hogan _____ ________

05 - Maryann N. Keller _____ ________

06 - The Hon. Edward C.
Lumley _____ ________

07 - John C. Pope _____ ________

08 - John P. Tierney _____ ________

09 - Edward L. Wax _____ ________

2. Ratification of Auditors

The Board of Directors recommends a vote FOR the following proposal.

Ratification of Deloitte & Touche LLP For Against Abstain
as independent auditors for 2002. ___ _______ _______

AUTHORIZED SIGNATURES -- SIGN HERE -- THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and of the Proxy Statement.

Please sign exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a business entity,
please sign in full business entity name by an authorized representative.

Signature 1 Signature 2 Date (dd/mm/yyyy)

_____________________ ______________________ _____ / _____ / _____