Farallon Capital Management LLC, et al. – ‘SC 13D/A’ on 2/23/01 re: Consortium G Dina Group Inc

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 1                          53    179K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
 (Section 240.13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
SECTION 240.13d-2(a)

(Amendment No. 1)1

 Consortium G Dina Group, Inc.
(Consorcio G Grupo Dina, S.A. de C.V.)
--------------------------------------------------------------------------------

(Name of Issuer)

Series L Stock, as the equity security
underlying the Series L American Depository Shares
--------------------------------------------------------------------------------

(Title of Class of Securities)

 210306205
--------------------------------------------------------------------------------

(CUSIP Number)

Mark C. Wehrly
 Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
 San Francisco, California 94111
(415) 421-2132
--------------------------------------------------------------------------------

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

 February 22, 2001
--------------------------------------------------------------------------------

 (Date of Event which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e),  13d-1(f) or 240.13d-1(g), check
the following box [ ].                                                          
          Note.  Schedules filed in paper format shall include a signed original
     and five  copies of the  schedule,  including  all  exhibits.  See  Section
240.13d-7 for other parties to whom copies are to be sent.            

(Continued on following pages)
Page 1 of 53 Pages
Exhibit Index Found on Page 37
--------                                                                        
     1 The  remainder  of this cover  page  shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.                               

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

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 13D
===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Partners, L.P.                       
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, is the deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

California                                            
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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 13D
===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Institutional Partners, L.P.         
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, is the deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

California                                            
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Institutional Partners II, L.P.      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, is the deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

California                                            
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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 13D
===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Institutional Partners III, L.P.     
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, is the deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Delaware                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tinicum Partners, L.P.                                
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, is the deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

New York                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon  Capital (CP) Investors, L.P.                
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, is the deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

New York                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Management, L.L.C.                   
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Delaware                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IA, OO                                                
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Partners, L.L.C.                             
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Delaware                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0 % [See Preliminary Note]                          
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

OO                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Enrique H. Boilini                                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

David I. Cohen                                        
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Joseph F. Downes                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William F. Duhamel                                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Andrew B. Fremder                                     
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Richard B. Fried                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Monica R. Landry                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William F. Mellin                                     
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stephen L. Millham                                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Meridee A. Moore                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas F. Steyer                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 210306205                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Mark C. Wehrly                                        
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

               **   The  reporting  persons  making  this  filing are the deemed
                    beneficial  holders  of an  aggregate  of 0 Series L Shares,
                    which is 0.0% of the  class  of  securities.  The  reporting
                    person on this cover page, however, may be deemed beneficial
                    owner only of the  securities  reported  by it on this cover
page. [See Preliminary Note]            
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                         -----------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     -0- [See Preliminary Note]           
                         -----------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                         -----------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

                  -0- [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

-0- [See Preliminary Note]                            
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

0.0% [See Preliminary Note]                           
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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     Preliminary  Note:  As stated in the Schedule 13D  previously  filed by the
Reporting Persons (as defined below), the Reporting Persons are not and have not
been the  record  holder  of any  Series L Stock  (the "  Series L  Shares")  of
Consortium G Dina Group,  Inc. (the "Company"),  the equity security  underlying
the Series L American  Depository  Shares (the "Series L ADS Shares")  issued by
the Company.  The Reporting  Persons had been deemed to beneficially own certain
Series  L  Shares  through  their  ownership  of the  Company's  8%  Convertible
Subordinated Debentures due August 8, 2004 (the "Debentures") which, pursuant to
the terms and conditions of the Indenture dated as of August 8, 1994 between the
Company  as  the  Issuer  and  Bankers  Trust  Company  as  Trustee  for  up  to
$164,000,000 of the Debentures,  are immediately  convertible  into Series L ADS
Shares.  The Reporting  Persons also are not and have not been the record holder
of any Series L ADS Shares.                                                     

     All numbers and percentages contained in this Schedule 13D represent Series
L Shares, and not Series L ADS Shares.                                          

Item 2.  Identity And Background.                                               
------   -----------------------                                                

     Item 2 of the  Schedule  13D is amended  and  restated  in its  entirety as
follows:                                                                        

     (a) This statement is filed by the entities and persons  listed below,  all
of whom together are referred to herein as the "Reporting Persons."             

The Partnerships                                                      
----------------                                                      

          (i)  Farallon Capital Partners, L.P., a California limited partnership
               ("FCP"),  with  respect to the Series L Shares of which it is the
            deemed beneficial owner (through ownership of the Debentures);

          (ii) Farallon  Capital  Institutional  Partners,  L.P.,  a  California
               limited partnership ("FCIP"), with respect to the Series L Shares
               of which it is the deemed beneficial owner (through  ownership of
the Debentures);                                  

          (iii)Farallon  Capital  Institutional  Partners II, L.P., a California
               limited  partnership  ("FCIP  II"),  with respect to the Series L
               Shares  of  which  it is the  deemed  beneficial  owner  (through
ownership of the Debentures);                     

          (iv) Farallon  Capital  Institutional  Partners III,  L.P., a Delaware
               limited  partnership  ("FCIP III"),  with respect to the Series L
               Shares  of  which  it is the  deemed  beneficial  owner  (through
ownership of the Debentures);                     

          (v)  Farallon  Capital (CP) Investors,  L.P., a Cayman Islands limited
               partnership  ("FCCP"),  with  respect  to the  Series L Shares of
               which it is the deemed beneficial owner (through ownership of the
Debentures); and                                  

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          (vi) Tinicum   Partners,   L.P.,  a  New  York   limited   partnership
               ("Tinicum"),  with  respect to the Series L Shares of which it is
               the  deemed   beneficial   owner   (through   ownership   of  the
Debentures).                                      

     FCP,  FCIP,  FCIP II, FCIP III,  FCCP and Tinicum are together  referred to
herein as the "Partnerships."                                                   

The Management Company                                                
----------------------                                                

          (vii)Farallon   Capital   Management,   L.L.C.,   a  Delaware  limited
               liability company (the "Management Company"), with respect to the
               Series  L  Shares  of  which  certain  accounts  managed  by  the
               Management   Company  (the  "Managed  Accounts)  are  the  deemed
     beneficial owner (through ownership of the Debentures).

The General Partner Of The Partnerships                               
---------------------------------------                               

          (viii) Farallon Partners, L.L.C., a Delaware limited liability company
               which is the  general  partner of each of the  Partnerships  (the
               "General Partner"),  with respect to the Series L Shares of which
               each   Partnership  is  the  deemed   beneficial  owner  (through
ownership of the Debentures).                     

The Managing Members Of The General Partner And The Management Company
----------------------------------------------------------------------

          (ix) The following twelve persons who are managing members of both the
               General Partner and the Management  Company,  with respect to the
               Series  L  Shares  of  which  the  Partnerships  and the  Managed
               Accounts are the deemed beneficial  owners (through  ownership of
               the Debentures):  Enrique H. Boilini ("Boilini"),  David I. Cohen
               ("Cohen"),  Joseph  F.  Downes  ("Downes"),  William  F.  Duhamel
               ("Duhamel"),  Andrew B.  Fremder  ("Fremder"),  Richard  B. Fried
               ("Fried"),  Monica  R.  Landry  ("Landry"),   William  F.  Mellin
               ("Mellin"),  Stephen  L.  Millham  ("Millham"),  Meridee  A Moore
               ("Moore"),  Thomas  F.  Steyer  ("Steyer")  and  Mark  C.  Wehrly
("Wehrly").                                       

     Boilini, Cohen, Downes,  Duhamel,  Fremder, Fried, Landry, Mellin, Millham,
Moore,  Steyer and Wehrly are  together  referred  to herein as the  "Individual
Reporting Persons."                                                             

     (b) The address of the principal  business and principal  office of (i) the
Partnerships,  the General  Partner and the  Management  Company is One Maritime
Plaza,  Suite  1325,  San  Francisco,  California  94111  and  (ii)  each of the
Individual Reporting Persons is set forth in Annex 1 hereto.                    

     (c) The principal business of each of the Partnerships is that of a private
investment  fund  engaging in the purchase and sale of  investments  for its own
account.  The principal business of the General Partner is to act as the general
partner of the Partnerships. The principal business of                          

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the Management Company is that of a registered investment adviser. The principal
business  of each of the  Individual  Reporting  Persons is set forth in Annex 1
hereto.                                                                         

     (d) None of the Partnerships,  the Management Company,  the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors).                                                                  

     (e) None of the Partnerships,  the Management Company,  the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.                                            

     (f) The  citizenship of each of the  Partnerships,  the General Partner and
the  Management  Company is set forth above.  Each of the  Individual  Reporting
Persons is a United States citizen.                                             

     The other  information  required  by Item 2 relating  to the  identity  and
background of the Reporting Persons is set forth in Annex 1 hereto.             

Item 5.  Interest In Securities Of The Issuer.                                  
------   ------------------------------------                                   

     Item 5 of the  Schedule  13D is amended  and  restated  in its  entirety as
follows:                                                                        

(a) The Partnerships                                                  
----------------                                              

          (a),(b) The  information  set forth in Rows 7 through  13 of the cover
               page  hereto  for each  Partnership  is  incorporated  herein  by
reference for each such Partnership.              

          (c)  The trade dates,  number of Series L Shares purchased or sold and
               the  price per  Series L Share  (including  commissions)  for all
               purchases and sales of the Series L Shares by the Partnerships in
               the past 60 days are set forth on  Schedules  A-E  hereto and are
               incorporated  herein by reference.  All of such transactions were
private transactions as described in Item 6 below.

          (d)  The  General  Partner  has the power to direct the affairs of the
               Partnerships,  including the  disposition  of the proceeds of the
               sale of the Series L Shares they are deemed to  beneficially  own
               (and the underlying Debentures). The Individual Reporting Persons
are managing members of the General Partner.      

          (e)  As of February 21, 2001, the  Partnerships are not the beneficial
holder of any Series L Shares.                    

(b) The Management Company                                            
----------------------                                        

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          (a),(b) The  information  set forth in Rows 7 through  13 of the cover
               page hereto for the Management Company is incorporated  herein by
reference.                                        

          (c)  The trade dates,  number of Series L Shares purchased or sold and
               the price per Series L Share for all  purchases  and sales of the
               Series  L Shares  by the  Management  Company  on  behalf  of the
               Managed  Accounts in the past 60 days are set forth on Schedule F
               hereto  and are  incorporated  herein by  reference.  All of such
               transactions  were  private  transactions  as described in Item 6
below.                                            

          (d)  The Management Company,  as an investment adviser,  has the power
               to direct  the  disposition  of the  proceeds  of the sale of the
               Series L Shares  (and the  underlying  Debentures)  deemed  to be
               beneficially  owned  by  the  Managed  Accounts.  The  Individual
               Reporting Persons are managing members of the Management Company.

          (e)  As of  February  21,  2001,  the  Management  Company  is not the
beneficial holder of any Series L Shares.         

(c) The General Partner                                               
-------------------                                           

          (a),(b) The  information  set forth in Rows 7 through  13 of the cover
               page hereto for the  General  Partner is  incorporated  herein by
reference.                                        

(c)  None.                                                  

          (d)  The  General  Partner  has the power to direct the affairs of the
               Partnerships,  including the  disposition  of the proceeds of the
               sale of the Series L Shares they are deemed to  beneficially  own
               (and the underlying Debentures). The Individual Reporting Persons
are managing members of the General Partner.      

          (e)  As  of  February  21,  2001,  the  General  Partner  is  not  the
beneficial holder of any Series L Shares.         

(d) The Individual Reporting Persons                                  
--------------------------------                              

          (a),(b) The  information  set forth in Rows 7 through  13 of the cover
               page hereto for each Individual  Reporting Person is incorporated
            herein by reference for each such Individual Reporting Person.

(c)  None.                                                  

          (d)  The  General  Partner  has the power to direct the affairs of the
               Partnerships,  including the  disposition  of the proceeds of the
               sale of the Series L Shares they are deemed to  beneficially  own
(and the underlying Debentures). The              

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               Management Company,  as an investment  adviser,  has the power to
               direct the  disposition of the proceeds of the sale of the Series
               L  Shares   (and  the   underlying   Debentures)   deemed  to  be
               beneficially  owned  by  the  Managed  Accounts.  The  Individual
               Reporting  Persons are managing  members of the General  Partner.
               The  Individual  Reporting  Persons are  managing  members of the
Management Company.                               

          (e)  As of February 21, 2001, the Individual Reporting Persons are not
the beneficial holder of any Series L Shares.     

     The  Debentures  in  respect  of  which  each   Partnership  is  deemed  to
beneficially own Series L Shares are owned directly by each such Partnership and
those reported by the Management  Company on behalf of the Managed  Accounts are
owned directly by the Managed Accounts.  The General Partner, as general partner
to the  Partnerships,  may be deemed the beneficial owner of the Series L Shares
beneficially owned by the Partnerships.  The Management  Company,  as investment
adviser  to the  Managed  Accounts,  may be deemed the  beneficial  owner of the
Series L Shares  beneficially  owned by the  Managed  Accounts.  The  Individual
Reporting  Persons,  as managing  members of both the General Partner and/or the
Management  Company,  may each be deemed to be the beneficial  owner of all such
Series L Shares beneficially owned by the Partnerships and the Managed Accounts.
Each of the Management Company, the General Partner and the Individual Reporting
Persons hereby disclaims any beneficial ownership of any such Series L Shares.  

Item 6.  Contracts, Arrangements, Understandings Or                             
------   Relationships With Respect To Securities Of The Issuer.                
------------------------------------------------------        

Item 6 of the Schedule 13D is amended and updated as follows:         

     The Reporting Persons which held the Debentures convertible into the Series
L ADS Shares have sold all of their Debentures to Property Asset Management Inc.
("PAMI")  pursuant to a Subscription  Agreement  dated February 15, 2001 between
PAMI and  certain  of the  Reporting  Persons  (the  "Subscription  Agreement"),
signatures  to which were  delivered  to the  Reporting  Persons on February 22,
2001. As  consideration  for the sale of the Debentures,  the selling  Reporting
Persons are receiving 15% of the face amount of the  Debentures  (payable 90% in
cash and 10% in certain non-voting shares of common stock of PAMI). In addition,
pursuant to Section 7 of the Subscription  Agreement,  PAMI must share with such
Reporting  Persons a portion of the proceeds PAMI realizes on the  Debentures in
excess of 18% (but not on amounts  realized in excess of 35%) of the face amount
of   the   Debentures   (such   additional   amounts   being   the   "Additional
Consideration").  This description is qualified in its entirety by the full text
of the Subscription Agreement which is attached as Exhibit 2 to the Schedule 13D
and is incorporated herein by reference.                                        

     Except  as  described   above,   there  are  no  contracts,   arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any  securities  of
the Company,  including but not limited to transfer or voting of any  securities
of the Company, finder's fees, joint ventures, loan or option arrangements,     

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puts or calls,  guarantees  of  profits,  divisions  of profits or loss,  or the
giving or withholding of proxies.                                               

Item 7.  Materials To Be Filed As Exhibits.                                     
------   ---------------------------------                                      

     There is filed  herewith as Exhibit 1 a written  agreement  relating to the
filing of joint acquisition statements as required by Section 240.13d-1(k) under
the  Securities  Exchange Act of 1934,  as amended.  There is filed  herewith as
Exhibit 2 the Subscription Agreement described in Item 6 above.                 

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SIGNATURES

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

Dated:  February 23, 2001                                                       

/s/  Joseph F. Downes                 
  ----------------------------------------
FARALLON PARTNERS, L.L.C.,            
     on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,      
        FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
           FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
            FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL (CP) INVESTORS, L.P.,
And TINICUM PARTNERS, L.P.            
By Joseph F. Downes                   
Managing Member                       

/s/  Joseph F. Downes                 
  ----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,  
By Jospeh F. Downes                   
Managing Member                       

/s/  Joseph F. Downes                 
  ----------------------------------------
                Joseph F. Downes, individually and as attorney-in-fact
         for each of Enrique H. Boilini, David I. Cohen,
William F. Duhamel, Andrew B. Fremder,
Richard B. Fried, Monica R. Landry,   
                  William F. Mellin, Stephen L. Millham, Meridee A. Moore,
Thomas F. Steyer and Mark C. Wehrly.  

     The Powers of Attorney, each executed by Boilini,  Cohen, Fremder,  Mellin,
Millham,  Moore and Steyer authorizing Downes to sign and file this Schedule 13D
on each person's  behalf,  which were filed with Amendment No. 1 to the Schedule
13D filed with the  Securities  and Exchange  Commission on January 20, 1998, by
such  Reporting  Persons  with  respect  to  the  Units  of  Spiros  Development
Corporation  II,  Inc.,  are hereby  incorporated  by  reference.  The Powers of
Attorney, each executed by Duhamel and Fried authorizing Downes to sign and file
this Schedule 13D on each person's behalf, which were filed with Amendment No. 7
to the  Schedule  13D filed  with the  Securities  and  Exchange  Commission  on
February 9, 1999 by such Reporting  Persons with respect to the Callable Class A
Common Stock of Crescendo Pharmaceuticals  Corporation,  are hereby incorporated
by  reference.  The Power of Attorney  executed  by Mark C.  Wehrly  authorizing
Downes to sign and file this  Schedule  13D on his behalf,  which was filed with
Amendment  No. 4 to the  Schedule  13D filed with the  Securities  and  Exchange
Commission  on January 18, 2000,  by such  Reporting  Person with respect to the
Class A  Common  Stock  of  Momentum  Business  Applications,  Inc.,  is  hereby
incorporated  by reference.  The Power of Attorney  executed by Monica R. Landry
authorizing Downes to sign and file                                             

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this  Schedule  13D on her behalf,  which was filed with the  Schedule 13G filed
with the  Securities  and  Exchange  Commission  on January  22,  2001,  by such
Reporting  Person with respect to the Common Stock of Korn/Ferry  International,
is hereby incorporated by reference.                                            

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                                                                         ANNEX 1

     Set forth  below with  respect to the  Management  Company  and the General
Partner is the  following  information:  (a) name;  (b) address;  (c)  principal
business;  (d) state of  organization;  and (e) controlling  persons.  Set forth
below with respect to each  managing  member of the  Management  Company and the
General Partner is the following:  (a) name; (b) business address; (c) principal
occupation; and (d) citizenship.                                                

1.       The Management Company                                                 
----------------------                                        

(a)  Farallon Capital Management, L.L.C.                    
(b)  One Maritime Plaza, Suite 1325                         
San Francisco, California  94111                  
 (c)  Serves as investment adviser to various managed accounts
(d)  Delaware limited liability company                     
          (e)  Managing  Members:  Thomas F.  Steyer,  Senior  Managing  Member;
               Enrique H. Boilini,  David I. Cohen, Joseph F. Downes, William F.
               Duhamel,  Andrew B. Fremder,  Richard B. Fried, Monica R. Landry,
               William F. Mellin, Stephen L. Millham,  Meridee A. Moore and Mark
C. Wehrly, Managing Members.                      

2.       The General Partner                                                    
-------------------                                           

(a)  Farallon Partners, L.L.C.                              

(b)  c/o Farallon Capital Management, L.L.C.                
One Maritime Plaza, Suite 1325                    
San Francisco, California  94111                  

(c)  Serves as general partner to investment partnerships   

(d)  Delaware limited liability company                     

          (e)  Managing  Members:  Thomas F.  Steyer,  Senior  Managing  Member;
               Enrique H. Boilini,  David I. Cohen, Joseph F. Downes, William F.
               Duhamel, Fleur E. Fairman,  Andrew B. Fremder,  Richard B. Fried,
               Monica R. Landry, William F. Mellin, Stephen L. Millham,  Meridee
A. Moore and Mark C. Wehrly, Managing Members.    

3.       The Individual Reporting Persons/The Managing Members                  
-----------------------------------------------------         

          Except as stated below,  each of the Managing  Members  (including the
          Individual  Reporting  Persons)  is  a  United  States  citizen  whose
          business  address is c/o  Farallon  Capital  Management,  L.L.C.,  One
          Maritime  Plaza,  Suite 1325, San  Francisco,  California  94111.  The
          business  address  of  Enrique  H.  Boilini  is c/o  Farallon  Capital
          Management, L.L.C., 75 Holly Hill Lane, Greenwich,  Connecticut 06830.
          The  principal  occupation  of Thomas F.  Steyer is  serving as senior
          managing member of the Management Company and the General Partner. The
          principal  occupation  of each other  Managing  Member is serving as a
          managing member of the Management  Company and/or the General Partner.
          None of the  Managing  Members  (including  the  Individual  Reporting
          Persons) have any  additional  information to disclose with respect to
          Items 2-6 of the  Schedule  13D that is not already  disclosed  in the
Schedule 13D.                                               

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SCHEDULE A

 FARALLON CAPITAL PARTNERS, L.P.
 -------------------------------

                                                     PRICE PER
                   NO. OF  SERIES L                 SERIES L SHARE
                 SHARES DEEMED                        DEEMED
TRADE DATE                   SOLD (S)                         SOLD ($)        
------------               -------------                      ---------         

2-21-01                 2,774,378 (S)                  See Note Below2    

--------                                                                        

     2 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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SCHEDULE B

 FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
 ---------------------------------------------

                                                 PRICE PER
                  NO. OF  SERIES L                SERIES L SHARE
               SHARES DEEMED                      DEEMED
TRADE DATE                   SOLD (S)                       SOLD ($)          
------------               -------------                    ---------           

2-21-01                 2,925,224 (S)                  See Note Below3    

--------                                                                        
     3 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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SCHEDULE C

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
------------------------------------------------

                                                   PRICE PER
                    NO. OF  SERIES L                SERIES L SHARE
                SHARES DEEMED                     DEEMED
TRADE DATE                    SOLD (S)                       SOLD ($)         
------------                -------------                    ---------          

2-21-01                   653,664 (S)                  See Note Below4    

--------                                                                        
     4 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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SCHEDULE D

 FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
 -------------------------------------------------

                                                   PRICE PER
                  NO. OF  SERIES L                SERIES L SHARE
                SHARES DEEMED                     DEEMED
TRADE DATE                    SOLD (S)                       SOLD ($)         
------------                -------------                    ---------          

2-21-01                   432,174 (S)                  See Note Below5    

--------                                                                        
     5 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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SCHEDULE E

TINICUM PARTNERS, L.P.
----------------------

                                                   PRICE PER
                    NO. OF  SERIES L                SERIES L SHARE
                SHARES DEEMED                     DEEMED
TRADE DATE                    SOLD (S)                       SOLD ($)         
------------                -------------                    ---------          

2-21-01                   340,597 (S)                  See Note Below6    

--------                                                                        
     6 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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SCHEDULE F

 FARALLON CAPITAL (CP) INVESTORS, L.P.
 -------------------------------------

                                                       PRICE PER
                        NO. OF  SERIES L                SERIES L SHARE
                    SHARES DEEMED                     DEEMED
TRADE DATE                      SOLD (S)                       SOLD ($)       
------------                  -------------                    ---------        

2-21-01                     385,646 (S)                  See Note Below7  

--------                                                                        
     7 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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SCHEDULE G

 FARALLON CAPITAL MANAGEMENT, L.L.C.
 -----------------------------------

                                                   PRICE PER
                    NO. OF  SERIES L                SERIES L SHARE
                SHARES DEEMED                     DEEMED
TRADE DATE                    SOLD (S)                       SOLD ($)         
------------                -------------                    ---------          

2-21-01                  4,351,888 (S)                 See Note Below8    

2-21-01                    134,464 (S)                 See Note Below8    

--------                                                                        
     8 Note: As stated in Item 6 above, the Reporting Person sold the Debentures
underlying  the Series L Shares for 15% of the face amount of the Debentures (of
which  90% is  being  paid in cash and 10% is being  paid in  non-voting  common
shares of PAMI) plus the per share amount of the  Additional  Consideration,  if
any. If the amount received per Debenture is converted into a per Series L Share
figure,  the sale price for each  Series L Share which the  Reporting  Person is
deemed to have  sold is $.66 per  Series L Share,  plus the per share  amount in
respect of the Additional Consideration, if any.                                

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 EXHIBIT INDEX

EXHIBIT 1                        Joint Acquisition Statement Pursuant to Section
240.13d1(k)   

EXHIBIT 2                        Subscription Agreement                         

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                                                                       EXHIBIT 1
                                                                              to
                                                                    SCHEDULE 13D

 JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
--------------------------------

     The  undersigned  acknowledge  and agree that the  foregoing  statement  on
Schedule  13D is  filed  on  behalf  of each of the  undersigned  and  that  all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the  undersigned  without the  necessity of filing  additional  joint
acquisition   statements.   The  undersigned  acknowledge  that  each  shall  be
responsible for the timely filing of such  amendments,  and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible  for the  completeness  and accuracy of the information
concerning the other  entities or persons,  except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.          

Dated:  February 23, 2001                                                       

/s/  Joseph F. Downes           
        ----------------------------------------
FARALLON PARTNERS, L.L.C.,      
           on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
              FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
                 FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
                  FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
      FARALLON CAPITAL (CP) INVESTORS, L.P.,
And TINICUM PARTNERS, L.P.,     
By Joseph F. Downes             
Managing Member                 

/s/  Joseph F. Downes           
        ----------------------------------------
    FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Joseph F. Downes,            
Managing Member                 

/s/  Joseph F. Downes           
        ----------------------------------------
                      Joseph F. Downes, individually and as attorney-in-fact
               for each of Enrique H. Boilini, David I. Cohen,
      William F. Duhamel, Andrew B. Fremder,
  Richard B. Fried, Monica R. Landry
                        William F. Mellin, Stephen L. Millham, Meridee A. Moore,
    Thomas F. Steyer and Mark C. Wehrly.

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                                                                       EXHIBIT 2
                                                                              to
                                                                    SCHEDULE 13D

                                                                [EXECUTION COPY]

SUBSCRIPTION AGREEMENT
----------------------

 February 15, 2001

Property Asset Management Inc.                                                  
c/o Lehman Brothers Inc.                                                        
3 World Financial Center                                                        
New York, New York 10285                                                        

Ladies and Gentlemen:                                                           

1. Subscription.                                                      

     Each  of  the  undersigned  (each  herein  referred  to as a  "Subscriber")
subscribes  for and agrees to purchase  shares of  non-voting  common stock (the
"Shares") of Property Asset  Management Inc., a company  incorporated  under the
laws of the  State  of  Delaware  (the  "Company"),  subject  to the  terms  and
conditions set forth herein.  The aggregate  number of Shares to be purchased by
all of the  Subscribers  shall be that  number of Shares with a fair value as of
January  31,  2001  equal  to  US$791,010,  which  value  will  be  based  on an
end-of-month valuation (the "Valuation") of the Company's business as of January
31,  2001  performed  by the  Company in  accordance  with  industry  standards,
delivered  simultaneously  herewith,  and each  Subscriber  severally  agrees to
purchase  that portion of the Shares set forth  opposite its name on Schedule II
hereto.  The  Subscribers'  obligations  hereunder  shall be effective  upon the
execution  and  delivery of this  Subscription  Agreement  by all of the parties
hereto.                                                                         

2. Consideration for and Issuance of Shares.                          

     (a) The aggregate  consideration (the "Purchase Price") for the Shares, the
Cash Payment and the Proceeds Sharing  Arrangements  shall consist of assignment
by each  Subscriber  to the  Company  or its  designee  of the  securities  (the
"Securities")  issued by  Consorcio  G Grupo Dina S.A.  de C.V.  (the  "Issuer")
identified  on  Schedule  I  attached   hereto,   together  with  all  necessary
instruments  of  transfer,  promptly  after the  execution  and delivery of this
Subscription  Agreement by the Company (the "Closing Date"),  or such later date
as may be mutually  agreed by the parties  hereto.  Upon receipt of the Purchase
Price by the  Company on the Closing  Date in the manner  described  above,  the
Company shall (i) issue the Shares to the  Subscribers and (ii) pay an aggregate
of US$7,119,090  (the "Cash Payment") by wire transfer of immediately  available
funds to the  Subscribers.  In  addition,  the  Company  shall pay and deliver a
portion of any and all Proceeds (as defined in Section 7 hereof)  received by it
in respect of the Securities with the                                           

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Subscribers  in  accordance  with the terms of Section 7 hereof  (the  "Proceeds
Sharing Arrangements").  Upon issuance of the Shares to the Subscribers' account
set forth on the signature page hereto, the Subscribers shall pledge and deliver
the  Shares to Lehman  Brothers  Holdings  Inc.  ("LBHI")  pursuant  to the Call
Agreement  to be dated as of February  15,  2001,  by and  between  LBHI and the
Subscribers (the "Call  Agreement").  The obligation of the Company to issue the
Shares and to pay such funds is subject to  delivery  of the  Securities  by the
Subscribers on the Closing Date pursuant to the terms hereof.                   

     (b) In connection with the delivery of the Securities to the Company,  each
Subscriber  shall, on or prior to the Closing Date,  provide such  documentation
evidencing the aggregate price such Subscriber paid for the Securities  assigned
by such  Subscriber  pursuant  to this  Subscription  Agreement  (the  "Original
Purchase Price") as is reasonably satisfactory to the Company.                  

     3.  Representations,  Warranties  and Agreements of Each  Subscriber.  Each
Subscriber,  for itself only and not on behalf of any other  Subscriber,  hereby
represents  and warrants to and agrees with the  Company,  as of the date hereof
and as of the Closing Date, as follows:                                         

          (a)  Such  Subscriber  and  such  Subscriber's  advisors  have  had  a
     reasonable  opportunity  to ask  questions of and receive  answers from the
     Company, or a person or persons acting on its behalf,  concerning the terms
     and conditions of the Shares, and to obtain additional information,  to the
     extent  possessed by the Company or obtainable  by it without  unreasonable
effort or expense.                                                    

          (b) Such Subscriber,  either alone or together with such  Subscriber's
     advisors, has such knowledge and experience in financial,  tax and business
     matters to enable such Subscriber to utilize the information made available
     to such  Subscriber  in  connection  with the  purchase of the  Shares,  to
     evaluate the merits and risks of the prospective  investment and to make an
informed investment decision with respect thereto.                    

          (c) Such Subscriber understands that neither the offering nor the sale
     of the Shares has been  registered  under the  Securities  Act of 1933,  as
     amended (the "Securities Act"), in reliance upon an exemption therefrom for
     non-public  offerings,  nor has such  offering or sale been  registered  or
     qualified  under any state  securities  or "Blue Sky" law, in reliance upon
similar exemptions.                                                   

          (d) The Shares being  purchased by such Subscriber are being purchased
     solely for such  Subscriber's own account for investment  purposes only and
     not for the account of any other  person and not, in whole or in part,  for
     distribution,  assignment  or resale to others,  and no other person has or
will have a direct or indirect beneficial interest in the Shares.     

          (e)  Such   Subscriber  is  an  "accredited   investor"   meeting  the
     requirements  of Rule  501(a)(1),  501(a)(2),  501(a)(3)  or  501(a)(7)  of
Regulation D promulgated under the Securities Act.                    

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          (f) Such  Subscriber is duly organized,  validly  existing and in good
     standing under the laws of the jurisdiction of its organization and has all
     requisite  power and authority to carry out the terms of this  Subscription
     Agreement.  The person executing this  Subscription  Agreement on behalf of
such Subscriber is authorized to do so on behalf of such Subscriber.  

          (g) Such  Subscriber  agrees to maintain in confidence all information
     about the Company  provided by the Company in connection  with the purchase
     of the Shares, and not to disclose such information except to such advisors
     as may be assisting or advising such  Subscriber  in  connection  with such
     purchase  and  to  instruct   such   persons  to  treat  such   information
     confidentially; provided, that nothing contained in this Section 3(g) shall
     restrict   disclosure  of  any  information  which  (x)  becomes  generally
     available to the public  through no act of such  Subscriber in violation of
     this Subscription Agreement, (y) is required to be disclosed by law or by a
     court of  competent  jurisdiction  or (z)  subject  to the  limitations  of
     Section 5 hereof,  is  disclosed  to any  offeree  to whom such  Subscriber
     offers to sell the Shares,  if such  offeree has agreed in writing (in form
     and substance reasonably  satisfactory to the Company) prior to its receipt
     of such  confidential  information to be bound by the terms of this Section
3(g).                                                                 

          (h) The  representations and warranties made hereby by such Subscriber
     shall survive the execution of this Subscription Agreement and the purchase
of the Shares by such Subscriber.                                     

          (i) The execution  and delivery of this  Subscription  Agreement,  the
     consummation of the transactions contemplated hereby and the performance of
     its obligations hereunder will not conflict with or result in any violation
     of  or  default  under  such  Subscriber's  organizational  documents,  any
     agreement or instrument to which such  Subscriber is a party or by which it
     or any of its  properties  are bound,  or any material  permit,  franchise,
     judgment, decree, statute, rule or regulation applicable to such Subscriber
or its business or properties.                                        

          (j) The execution and delivery by such Subscriber of this Subscription
     Agreement has been  authorized  by all  necessary  action on behalf of such
     Subscriber, and this Subscription Agreement is the legal, valid and binding
     agreement of such Subscriber,  except as  enforceability  may be limited by
applicable bankruptcy, insolvency,                                    

     reorganization,  moratorium  or similar laws  relating to or affecting  the
enforcement of creditors' rights generally.                           

          (k) Following the Closing Date,  such  Subscriber  agrees to cooperate
     with  the  Company  as the  Company  may  reasonably  request  in  order to
effectuate the agreements contained herein.                           

          (l) The Original  Purchase  Price,  as provided to the Company by such
Subscriber and attached as Exhibit A hereto, is accurate.             

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          (m) The  Securities  delivered  by  such  Subscriber  pursuant  to the
     provisions  hereof (i) are  genuine,  (ii) at the time of  delivery  of the
     Securities,   such  Securities  are  not  subject  to  any  lien,   pledge,
     encumbrance,  right, claim, charge, or other security interest with respect
     to the  Securities in favor of any person and (iii) at the time of delivery
     of the Securities, such Subscriber is the legal and beneficial owner of the
Securities that it delivers.                                          

          (n)  Such  Subscriber  has  owned  all  beneficial   interest  in  the
     Securities  assigned  by such  Subscriber  pursuant  to  this  Subscription
    Agreement since acquiring such Securities for the Original Purchase Price.

          (o) Such Subscriber does not have any actual knowledge that any of the
     Securities  assigned  by such  Subscriber  pursuant  to  this  Subscription
     Agreement  have been  restructured  or their terms modified in any material
     way,  or that the  Issuer has  undergone  a  reorganization,  in each case,
     during the time such  Subscriber  has owned a  beneficial  interest in such
Securities.                                                           

          (p) Such  Subscriber  has  not,  and no  agent  or  Affiliate  of such
     Subscriber  has  on  such  Subscriber's  behalf,   purchased  or  sold  any
Securities since May 3, 2000.                                         

     4.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents  and  warrants  to and agrees  with the  Subscribers,  as of the date
hereof and as of the Closing Date, as follows:                                  

          (a) The Company is a corporation duly organized,  validly existing and
     in good  standing  under  the  laws of the  State of  Delaware  and has all
     requisite  corporate  power  and  authority  to carry out the terms of this
Subscription Agreement.                                               

          (b) The  execution  and  delivery by the Company of this  Subscription
     Agreement  has been  authorized  by all  necessary  action on behalf of the
     Company,  and this Subscription  Agreement is the legal,  valid and binding
     agreement  of the  Company,  except as  enforceability  may be  limited  by
     applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar
     laws  relating  to  or  affecting  the  enforcement  of  creditors'  rights
generally.                                                            

          (c) The execution  and delivery of this  Subscription  Agreement,  the
     consummation of the transactions contemplated hereby and the performance of
     its obligations hereunder will not conflict with or result in any violation
     of or default under the Articles of Incorporation or bylaws of the Company,
     any  agreement or instrument to which the Company is a party or by which it
     or any of its properties  are bound,  or any permit,  franchise,  judgment,
     decree,  statute,  rule or  regulation  applicable  to the  Company  or its
business or properties.                                               

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          (d) The authorized and issued capital stock of the Company consists of
     (i) 10,000 shares of Voting Common Stock,  of which 7,323 shares are issued
     and outstanding;  (ii) 4,000 shares of Non-Voting  Common Stock of which 21
     shares  are  issued  and  outstanding  and (iii)  2,000  shares of Series A
     Preferred Stock, all of which shares are issued and outstanding.  Except as
     set forth in the preceding sentence,  the Company does not have outstanding
     any  capital  stock  or  other  ownership  or  equity  interest  or  profit
     participation or similar right (including,  without  limitation,  any stock
     appreciation,  phantom stock or similar right or plan, and any note or debt
     security having or containing equity or profit participation  features), or
     any  option,  warrant  or other  security  or right  which is  directly  or
     indirectly  convertible  into or exercisable or exchangeable for any of the
foregoing.                                                            

          (e) The  Shares  have  been  duly  authorized  and,  when  issued  and
     delivered in  accordance  with the terms  hereof,  will be validly  issued,
     fully paid and  non-assessable.  Upon receipt of the Purchase  Price by the
     Company,  the  Subscriber  will receive good title to the Shares,  free and
     clear of all liens, claims, pledges, security,  interests,  encumbrances or
     charges of any kind, except for the pledge created by Section 5 of the Call
Agreement.                                                            

          (f) Neither the Company  nor, to the actual  knowledge of the Company,
     anyone  acting on its  behalf  has taken or will take any  action  that (i)
     would  subject  the  issuance  and sale of the  Shares to the  registration
     requirements of the Securities Act or (ii) violates any applicable  federal
     or state securities laws in connection with the offer, issuance and sale of
the Shares.                                                           

          (g) The  representations  and  warranties  made  hereby by the Company
     shall survive the execution of this Subscription Agreement and the purchase
of the Shares by the Subscribers.                                     

          (h) Following the Closing Date,  the Company  agrees to cooperate with
     the  Subscribers  as the  Subscribers  may  reasonably  request in order to
effectuate the agreements contained herein.                           

          (i) The Company, either alone or together with the Company's advisors,
     has such knowledge and experience in financial, tax and business matters to
     enable the Company to utilize the information made available to the Company
     in connection with the purchase of the  Securities,  to evaluate the merits
     and risks of the prospective  investment and to make an informed investment
decision with respect thereto.                                        

          (j) The Company is an "accredited  investor"  meeting the requirements
     of Rule  501(a)(1),  501(a)(2),  501(a)(3)  or  501(a)(7)  of  Regulation D
promulgated under the Securities Act.                                 

          (k) The Company has provided to the Subscribers the Valuation dated as
of January 31, 2001.                                                  

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          (l) All information  about the Company  provided to the Subscribers by
     the  Company,  including  without  limitation  the  Valuation,  is true and
correct in all material respects.                                     

          (m) The Company  has  provided to the  Subscribers  true,  correct and
     complete copies of the Company's Articles of Incorporation and Bylaws as in
effect as of the date hereof and the Closing Date.                    

5. Transfer with Consent of the Company; Right of First Refusal.      

     Each  Subscriber  hereby  agrees  that it shall not  offer,  sell,  assign,
transfer,  grant a  participation  in,  pledge,  hypothecate,  rehypothecate  or
otherwise  dispose of any of the Shares,  or its rights under this  Subscription
Agreement,  without the prior written  consent of the Company.  Each  Subscriber
further  hereby  agrees  that it shall not sell or offer to sell the Shares to a
third party  unaffiliated  with the Company  without first  offering to sell the
Shares to the Company (or an affiliate thereof designated by the Company) on the
same terms and  conditions as such  Subscriber has offered to sell the Shares to
said third  party.  Upon receipt by the Company of written  notification  of the
terms and  conditions  of a third party offer for the Shares,  the Company shall
notify such Subscriber within ten business days of such receipt of the Company's
(or an affiliate  thereof)  agreement to purchase  such Shares on such terms and
conditions.  If the Company (or an affiliate thereof) fails timely to respond to
the Subscriber following such notification, such Subscriber may sell such Shares
to such third party offeree on the terms and conditions specified in such notice
within 120 days of the  expiration  of the ten business day period  specified in
the preceding sentence.  Any offer or sale by any Subscriber shall be subject to
the provisions of Section 3(g) hereof.                                          

     In addition to the  provisions set forth in this Section 5, any transfer of
the Shares shall be subject to the prior  assignment  to such  transferee of the
rights and obligations of the Subscribers pursuant to the Call Agreement.       

6. Reporting Requirements of the Company.                             

     The Company  will furnish to each  Subscriber  (a) within 75 days after the
end of each  fiscal  quarter,  a  Valuation  dated as of the end of such  fiscal
quarter,  and  (b)  with  reasonable  promptness,  such  other  information  and
financial data  concerning the Company as such  Subscriber may from time to time
reasonably request.                                                             

7. Proceeds Sharing Arrangements.                                     

     (a) Except as provided  in Section 8 hereof,  in the event that the Company
or  any  Affiliate  to  which  the  Company  has  transferred  all or any of the
Securities (such Person,  the "Holder") receives any Proceeds (as defined below)
in respect of any of the  Securities  at any time after the  Closing  Date,  the
Company and the Subscribers  agree that a portion of such Proceeds shall be paid
and delivered to the Subscribers as set forth in this Section 8.                

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     (b)  "Affiliate"  of a Person means any other  Person (a) that  directly or
indirectly  controls,  is  controlled by or is under common  control  with,  the
Person or any of its subsidiaries,  (b) that directly or indirectly beneficially
owns or  holds 5% or more of any  class  of  equity  security  or other  similar
interests  of the  Person  or any of its  subsidiaries  or (c) 5% or more of the
equity securities of which is directly or indirectly  beneficially owned or held
by the  Person  or any  of  its  subsidiaries.  The  term  "control"  means  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies  of a Person,  whether  through the
ownership of voting securities, by contract or otherwise.                       

"Bond" means $1,000 face amount of the Securities.                    

     "Listed  Securities"  means  securities  that are freely  tradeable  by the
Company  and listed on a national  securities  exchange or quoted on NASDAQ that
have a  monthly  trading  volume  of at least  five  times  the  number  of such
securities held by the Company.                                                 

     "Person" means an  individual,  a  corporation,  a  partnership,  a limited
liability company, an association, a trust or any other entity or organization. 

     "Proceeds"  means  with  respect  to each  Bond (and  with  respect  to the
proceeds  thereof),  all amounts and property  received by or distributed to, or
for the account  of, any Holder  from and after the  Closing  Date in respect of
that Bond, including, without limitation, payments by or on behalf of the Issuer
of principal of, interest (whether  heretofore or hereafter accrued) on, or fees
in respect of that Bond;  payments,  distributions  or fees  resulting  from any
plan,  reorganization,  restructuring  or  liquidation  of  the  Issuer  or  the
Securities;  amounts  paid or property  delivered  to the Holder for the sale of
that Bond;  any premium or other value received or derived from or in respect of
that Bond;  any other  payments or  distributions  of any kind to the Company in
respect of that Bond; and any proceeds of any kind of the foregoing.            

     (c) For  purposes of this  Section 7, all  Proceeds  received in respect of
each Bond shall be divided between any Holder and the Subscribers as follows:   

          (i) the  Holder  shall  retain  100%  of the  first  $180 of  Proceeds
received by the Company and all other Holders in respect of each Bond;

          (ii) the Holder  shall  retain  65% of any  Proceeds  received  by the
     Company  and all other  Holders in respect  of each Bond  between  $180 and
     $350,  and the Company  shall pay, or shall cause the Holder to pay, to the
Subscribers 35% of such Proceeds; and                                 

          (iii) the Holder  shall  retain 100% of any  Proceeds  received by the
     Company and all other Holders in excess of $350 received in respect of each
Bond.                                                                 

All Proceeds received by the Company (and all other Holders) with respect to any
Bond shall be calculated on a cumulative basis. For example,  if (1) the Company
receives a $40 interest                                                         

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payment  on each Bond,  then (2) the  Company  transfers  all of the Bonds to an
Affiliate for no  consideration,  and then (3) such  Affiliate  sells a Bond for
$170, the Proceeds  received by the Company and its Affiliate in respect of that
Bond,  upon the  consummation of the sale of that Bond, will total $210. In this
example,  the Company  would be required to pay (or cause the Holder to pay) the
Subscribers  $10.50 (i.e.,  35% of the amount in excess of $180) and the Company
and its  Affiliate  would retain  $199.50 ($180 + 65% of the amount in excess of
$180).                                                                          

     (d) In  determining  any payments due to the  Subscribers  pursuant to this
Section 8, (i) the value of any non-cash  Proceeds other than Listed  Securities
shall be  disregarded  until  such time as  Proceeds  comprising  cash or Listed
Securities are received in respect of such non-cash Proceeds, and (ii) the value
of any non-cash Proceeds that are or become Listed Securities shall be deemed to
be the average  closing  price over the 10 trading  days  preceding  the date of
distribution, or if the Listed Securities have not been Listed Securities for 10
days, an average  closing price over such period as the Listed  Securities  have
been Listed Securities.                                                         

     (e) The  Holder  will not sell,  transfer  or convey any Bond to any Person
(other than an Affiliate)  other than in an  arm's-length  transaction  for fair
market value.                                                                   

     (f) In the event that the Company or any other Holder  sells,  transfers or
conveys any Bond to any of its Affiliates, the Proceeds resulting from such sale
shall be deemed to be zero.  In such  event,  the  Company  agrees that it shall
remain  primarily  responsible and liable for all obligations to the Subscribers
set forth in this Section 7, including,  without  limitation,  the obligation to
pay a portion of any  Proceeds  received by such  Affiliate in  accordance  with
paragraph (c) of this Section 7.                                                

     (g) At any time that the Holder  receives  Proceeds in respect of any Bond,
the Company shall provide, or shall cause the Holder to provide, the Subscribers
with  reasonably  detailed   information   regarding  such  Proceeds,   and  the
transaction or event generating such Proceeds, sufficient for the Subscribers to
determine the accuracy of the Company's or the Holder's  calculation of Proceeds
received.                                                                       

     (h) The Company  and the  Subscribers  agree that this  Section 7 shall not
terminate  and shall  continue to bind the Company  even if the  Subscribers  no
longer hold any Shares or any other equity interest in the Company.             

     (i) All  payments to be made by the Company or any Holder  pursuant to this
Section 7 or pursuant to Section 8 hereof shall be made two business  days after
the Company's or any Holder's receipt of the relevant  Proceeds by wire transfer
to the Subscribers' account set forth on the signature page hereto.             

8. Interest Payment.                                                  

     In the event that the interest  installment  on the  Securities due January
16, 2001 has been paid or is paid to the  Subscribers or the Company on or prior
to February 15, 2001, the Company                                               

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and the  Subscribers  agree that the Company and the  Subscribers  shall each be
entitled to 50% of the aggregate amount of such interest payment.  The recipient
of such interest  payment  shall,  within two business days of receipt,  pay the
amount to which the Subscribers or the Company,  as the case may be, is entitled
by wire  transfer to accounts set forth on the signature  page hereto.  Any such
interest  payment for which the Subscribers  receive the payment provided for in
this Section 8 shall not constitute Proceeds under Section 7.                   

9. Miscellaneous.                                                     

     (a) Neither this Subscription  Agreement nor any provisions hereof shall be
modified,  discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is sought.  

     (b) Any notice, demand or other communication which any party hereto may be
required,  or may  elect,  to give  to  anyone  interested  hereunder  shall  be
sufficiently  given if (i)  deposited,  postage  prepaid,  in a mail letter box,
registered  or  certified  mail,  return  receipt  requested,  addressed to such
address  or via  facsimile  transmission  (confirmed  by a  transmission  report
generated by the sender's facsimile machine) (x) in the case of the Company,  as
set forth on the  first  page  hereof,  (y) in the case of the  Subscribers,  to
Farallon Capital Management, L.L.C., as agent for the Subscribers at the address
as set  forth on the  signature  page  hereto  and (z) in either  case,  as such
address  may be  changed  from time to time by like  notice,  or (ii)  delivered
personally at such address by courier or otherwise.                             

     (c) Except as otherwise provided herein, this Subscription  Agreement shall
be binding upon and inure to the benefit of the parties  hereto and their heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.                                                                        

     (d) This  Subscription  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of New York (without giving effect to the
conflict of law principles thereof).                                            

     (e) This Subscription Agreement may be executed through the use of separate
pages or in any number of counterparts, and each of such counterparts shall, for
all   purposes,   constitute   one   agreement   binding  on  all  the  parties,
notwithstanding that all parties are not signatories to the same counterpart.   

     (f) Any term or provision of this  Subscription  Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining  terms or provisions of this
Subscription  Agreement or affecting the validity or enforceability of any terms
or provisions of this Subscription Agreement in any other jurisdiction.         

     (g) The headings herein are for  convenience  only and shall not affect the
construction hereof.                                                            

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     (h) The parties hereto hereby irrevocably and unconditionally agree: (a) to
submit any legal action or proceeding  relating to this Subscription  Agreement,
or for recognition and  enforcement of any judgment in respect  thereof,  to the
general  jurisdiction  of the courts of the State of New York, the courts of the
United  States of America for the Southern  District of New York,  and appellate
courts from any thereof;  (b) to consent that any such action or proceeding  may
be brought in such  courts  and waive any  objection  that such party may now or
hereafter  have to the venue of any such action or  proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and agree
not to plead or claim the same;  (c) that  service of process in any such action
or  proceeding  may be  effected  by  mailing a copy  thereof by  registered  or
certified mail (or any substantially  similar form of mail), postage prepaid, to
its  address;  and (d) that  nothing  herein  shall  affect  the right to effect
service of process in any other manner permitted by law or shall limit a party's
right to sue in any other jurisdiction.                                         

     (i)  Notwithstanding  anything contained in this Subscription  Agreement to
the contrary,  the parties agree that all  obligations  and  liabilities  of any
Subscriber  under this Agreement are en forceable solely against such Subscriber
and such  Subscriber's  assets.  Notwithstanding  any  other  provision  of this
Subscription  Agreement to the contrary,  the  obligations of Subscribers  under
this Subscription  Agreement are several (and not joint and several) as follows:
(i) each  Subscriber  is  responsible  only  for  breaches  of  representations,
warranties,  covenants and agreements of such  Subscriber  (and not those of any
other  Subscriber)  set forth herein and (ii) with respect to any  obligation of
the Subscribers hereunder not covered by clause (i) above, such obligation shall
be allocated  severally among the Subscribers (and not jointly) in proportion to
the  number of Shares  being  issued to each such  Subscriber  pursuant  to this
Subscription Agreement.                                                         

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[SIGNATURE PAGE]

             FARALLON CAPITAL PARTNERS, L.P.
                           FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
                              FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
                               FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
    TINICUM PARTNERS, L.P.
                   FARALLON CAPITAL (CP) INVESTORS, L.P.

                By:     Farallon Partners, L.L.C.,
                 its General Partner

         By: /s/  Enrique H. Boilini
                   -------------------------------
             Managing Member

                        FARALLON CAPITAL OFFSHORE  INVESTORS, INC.
THE COMMON FUND   

                          By:     Farallon Capital Management, L.L.C.,
                            its Agent and Attorney-in-Fact

         By: /s/  Enrique H. Boilini
                   -------------------------------
             Managing Member

Date:  February 15, 2001                                                        

Address:          c/o Farallon Capital Management, L.L.C.                       
One Maritime Plaza                          
Suite 1325                                  
San Francisco, California  94111            
Attention:  Mark Wehrly                     
Telephone:  (415) 421-2132                  
Facsimile:  (415) 421-2133                  

Wire Transfer Instructions:    ABA NO. 021000021                                
            CHASE MANHATTAN BANK, NEW YORK
                A/C GOLDMAN, SACHS & CO., NEW YORK
A/C # 930-1-011483
                      FFC:    Farallon Capital Management Bulk
 A/C:    002-10167-3
    Reference:  Grupo Dina

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ACCEPTANCE OF PURCHASE

Names of Subscribers: Farallon Capital Partners, L.P. 
                           Farallon Capital Institutional Partners, L.P.
                              Farallon Capital Institutional Partners II, L.P.
                       Farallon Capital Offshore Investors, Inc.
The Common Fund   
                   Farallon Capital (CP) Investors, L.P.
                               Farallon Capital Institutional Partners III, L.P.
    Tinicum Partners, L.P.

Purchase Price:  As set forth in Section 2 of this Subscription Agreement.      

Number of Shares of Non-Voting  Common Stock Purchased:  The number of Shares to
be purchased  shall be that number of Shares with a fair value as of January 31,
2001 equal to US$791,010, which value will be based on an end-of-month valuation
of the  Company's  business as of January 31, 2001  performed  by the Company in
accordance with industry standards.                                             

The foregoing  purchase is hereby accepted and the undersigned  hereby agrees to
be bound by the terms of this Subscription Agreement:                           

                                                PROPERTY ASSET MANAGEMENT INC.

                                      By:/s/  Oliver Budde
                                                    ----------------------------
                                           Name:  Oliver Budde
                                             Title: Vice President

Date:     February 21, 2001                                                     

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                                                                      SCHEDULE I

THE SECURITIES

8%  Convertible  Subordinated  Debentures of Consorcio G Grupo Dina S.A. de C.V.
and listed on the New York Stock Exchange.                                      

Subscribers                                                     Principal Amount
-----------                                                     ----------------
Farallon Capital Partners, L.P.                                   12,194,000    

Farallon Capital Institutional Partners, L.P.                     12,857,000    

Farallon Capital Institutional Partners II, L.P.                   2,873,000    

Farallon Capital Offshore Investors Inc.                          19,127,500    

The Common Fund                                                      591,000    

Farallon Capital (CP) Investors, L.P.                              1,695,000    

Farallon Capital Institutional Partners III, L.P.                  1,899,500    

Tinicum Partners, L.P.                                             1,497,000    

                                                                ----------------
                                                              52,734,000

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                                                                     SCHEDULE II

SHARES AND PRO RATA SHARES

Subscribers                                          Shares            Pro Rata 
-----------                                          -------           Share    
                                                                      --------

Farallon Capital Partners, L.P.                      1.17081            23.12%  

Farallon Capital Institutional Partners, L.P.        1.23461            24.38%  

Farallon Capital Institutional Partners II, L.P.     0.27599             5.45%  

Farallon Capital Offshore Investors Inc.             1.83673            36.27%  

The Common Fund                                      0.05672             1.12%  

Farallon Capital (CP) Investors, L.P.                0.16306             3.22%  

Farallon Capital Institutional Partners III, L.P.    0.18231             3.60%  

Tinicum Partners, L.P.                               0.14382             2.84%  

                                                     ---------------------------
                                                   5.06405              100%

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Page 53 of 53 Pages 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		8/8/04		22
		10/31/02		1
Filed on:		2/23/01		28		39
		2/22/01		1		26
		2/21/01		24		51
		2/15/01		26		50
		1/31/01		40		51
		1/22/01		29					SC 13G
		1/16/01		47
		5/3/00		43
		1/18/00		28					SC 13D/A,  SC 13G/A
		2/9/99		28
		1/20/98		28
		8/8/94		22
									List all Filings