SecProbe.io

Mail Stop 3561

August 11, 2006

Via U.S. Mail

Harold E. Rolfe, Esq.
Senior Vice President,
General Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

Re:  Hertz Global Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 14, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enha nce the overall disclosure in your filing.  We
look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

General
1. Prior to printing and distribution of  the preliminary prospectus, please
supplementally provide us mock-ups of any pages that include any additional
pictures or graphics to be presented.  Accompanying captions, if any, should also
be provided.  We may have comment s after reviewing the materials.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 2

Registration Statement Cover Page
2. Please revise your fee table to separately  list the shares offered by the selling
shareholders.

Prospectus Cover Page
3. Please remove the terms, “Joint Global Coordinators and Bookrunners” and “Joint
Bookrunners” from the cover page of your prospectus.

Summary, page 1

General
4. Please revise to balance the disclosure regarding your company.  For example, if
you choose to discuss your revenues and operating income, you should also provide
information regarding your net income.  Additionally, while we note that you have
provided financial information regardi ng your fiscal year ended December 31,
2005, as the acquisition and refinancing transa ctions did not take place until shortly
before your year-end, revise to provide comparable information regarding the
results of your business since the acquisition to give an investors a better idea of
how the company they will be investing in has performed so far.

Our Segments, page 1
5. Please provide us with support for the first four “key facts” you reference on page
2, as well as for other statements throughout the document regarding your
competitive position.  For example, we note your statements that you maintain the second largest market share in the off-airpor t car rental market in the U.S. and that
HERC has long been a leader in the equi pment rental business in the U.S.

Our Markets, page 2
6. We note your reference in this section and throughout the document to industry
information provided by Auto Rental News and the FAA, as well as to information
based on “industry sources” “air travel  trade association data” “a leading
construction industry research resource” a nd other general references.  Please
revise your disclosure throughout  the prospectus to indicate the date of each of the
reports or resources you reference.  A dditionally, please revise throughout the
document to either identify the sources of the general references you make or revise
to attribute the information to the company, based on its own research.  For
example, revise to specifically identify the “air travel trade association data” and
“industry sources” you refer to.  Finally, please be advised that you must provide

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 3

consents with respect to any statistics or  other data provided that are not either
attributed to the company or based on public  information available for free or at a
nominal cost.  See Rule 436 of Regulation C.  Revise throughout the document as
appropriate.

Principal and Selling Stockholders, page 7
7. Please expand this section to include a ta ble for investors clearly disclosing the
aggregate amount of the investment the sponsors made in connection with the
acquisition and refinancing transactions, th e aggregate amount of funds they have
received so far (including dividends, consulting fees and any other amounts
received from the company or its affiliate s), the estimated amount they will receive
as selling shareholders and the value of their remaining ownership interest based on
the offering price of the company’s stock.
8. Revise this section to disclose the pe rcentage of common stock the sponsors will
continue to own following the public offeri ng and the rights they have regarding
the nomination of directors.

Summary Historical and Unaudited Pro Forma Financial Data, page 9
9. We note that the fiscal year 2005 statemen t of operations data included in your
“Summary Historical and Unaudited Pro Forma Financial Data” table is based upon
combined predecessor and su ccessor financial informati on.   The presentation of
combined predecessor and successor financial data is not considered appropriate
due to the change in basis that result ed from Hertz Global Holdings, Inc.’s
acquisition of Hertz Corporation from Ford.  As such, please revise your
disclosures to present the statement of  operations data for the predecessor and
successor financial periods, separately.
10. We note that you have disclosed EBITDA, which is considered to be a non-GAAP measure, in the “Summary Historical and Unaudited Pro Forma Financial Data”
section of your registration statement.  It  appears that you believe EBITDA to be a
supplemental measure of both your operating performance and your liquidity.  Furthermore, you state that i) you believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in
your industries, ii) management uses EB ITDA to evaluate comparisons between
you and your competitors and for internal monitoring and comparison purposes, and iii) you believe that i nvestors, analysts, and rating agencies consider EBITDA
useful in measuring your ability to meet  your debt service ob ligations and make
capital expenditures.

Paragraph (e)(1)(i)(C) of Item 10 of Regulation S-K requires you to provide a statement disclosing the reasons why you believe the presentation of your non-

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 4

GAAP measure provides useful  information to investors regarding your financial
condition and results of operations.  Howe ver, we do not believe that you have
provided substantive reasons for the pres entation of EBITDA as a performance
measure or a measure of liquidity. Base d upon your disclosures, EBITDA does not
appear to be directly asso ciated with any of your mate rial debt covenants.  In
addition, we note that in accordance w ith footnote 44 of the SEC’s release
regarding “Conditions for Use of Non-GAAP Financial Measures,” the fact that a
non-GAAP measure is used by or useful to analysts (or similar parties) cannot be
the sole support for presenting the non-GAAP  financial measure.  Furthermore, we
are unclear as to how the presentation  of EBITDA, which excludes depreciation
and interest expense, is useful to yo ur investors, for the following reasons:

• Revenue earning equipment is the larges t asset class on your balance sheet.
• Depreciation is a material expense to your business.
• You will continue to replace your revenue equipment prior to such equipment
becoming fully depreciated, as a part  of your normal business operations.
• Your business is highly le veraged, resulting in significa nt interest expense.

As such, please revise your disclosures to provide substantive reasons, specific to
you, which demonstrate the usefulness of the presentation of EBITDA to investors.
Alternatively, discontinue the use of th is non-GAAP measure.  Please refer to
question numbers 8, 10, and 15 of our releas e titled “Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures” for further guidance with regard to the presentation of EBITDA  in documents filed with the SEC.
11. We note that you have disclosed Pro Forma Corporate EBITDA, which is a non-GAAP measure, in the “Summary Historical and Unaudited Pro Forma Financial Data” section of your registration statemen t.  It appears that you believe this
measure is useful to your investors because  several of your material debt covenants
are based on Corporate EBITDA.  You state further that non-compliance with your debt covenants could result in the requ irement to immediately repay all amounts
outstanding under the related agreements, a nd thus, could have a material adverse
effect on your results of operations, fi nancial position, and cash flows.

While the presentation of an adjusted EBITDA measure is sometimes permitted when i) such measure relates directly to th e computation of a material covenant to a
material credit agreement and ii) the inform ation about the covena nt is material to
an investor’s understanding of the compa ny’s financial condition and/or liquidity,
we believe that you should expand your discussion of Corporate EBITDA if you
wish to continue to present the measure in your registration statement.  In this
regard, please expand your disclosure to  state the specific covenants which are
computed based upon Corporate EBITDA, the amount of debt that is subject to
such covenants, the amount(s) or lim it(s) required for compliance with the
covenants, and the financial covenant ratio s calculated for your company as of the

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 5

latest fiscal year and inte rim period.  Furthermore, if  you desire to continue to
present Corporate EBITDA as a measure of liquidity, you should reconcile this
measure to a measure of cash flow.  Alternatively, please discontinue the
presentation of this non-GAAP measure.  Refer to question numbers 10 and 12 of
our release titled “Frequ ently Asked Questions Regarding the Use of Non-GAAP
Financial Measures” for additional guidance.
12. In addition, we note that you have presented Corporate EBITDA on a pro forma
basis.  However, we are unclear how your computation of pro forma Corporate EBITDA would compare to Corporate EBITDA computed based upon your actual results of operations.  As such, please provide  us with a detailed computation of pro
forma Corporate EBITDA, as well as, Corporate EBITDA computed based upon your actual results of operations.
13. We note that you have disclosed pro forma Corporate EBITDA on a segment basis.  Furthermore, as you have reconciled this m easure to “Income (loss) before income
taxes and minority interest” for each of your segments, it appears that you have
presented pro forma Corporate EBITDA as a performance measure.  We do not believe that the presentation of Corpor ate EBITDA as a measure of segment
performance is useful to your investors.  As such, if your debt covenants do not
specifically require the com putation of Corporate EBITDA on a segment basis, we
believe that you should disc ontinue the presentation of  this non-GAAP measure.
14. We note that you have disclosed net cor porate debt, which appears to be a non-
GAAP measure, in the “Summary Historical and Unaudited Pro Forma Financial Data” section of your registration statement.   You state that this measure is an
important statistic to management and to ratings agencies as it helps measure your
leverage.  However, we do not believe that  your disclosure of how the measure is
used by management and ratings agencies provides substantive evidence of its
usefulness to investors.  Furthermore, it is unclear how your investors would benefit from the presentation of a meas ure which eliminates over 50% of your
outstanding debt balance.  As such, pleas e disclose the reason s, specific to your
company, which explain why your non-GAAP measure provides useful
information to your investors regarding your company’s financial condition, or
discontinue its presentation.  Refer to the guidance of paragraph (e)(1)(i)(C) of Item
10 of Regulation S-K.
15. We note that your “Summary Historical and Unaudited Pro Forma Financial Data”
table includes several statis tical measures (e.g. rental ra te revenue per transaction
day, rental and rental related revenue, and same store revenue growth) which
appear to be computed on a non-GAAP basis.   While statistical measures that are
computed using GAAP financial measures  are permitted by paragraph (e)(4) of
Regulation S-K, we note that several of your statistical  measures are computed
based upon revenue measures that eliminate the effects of fluctuations in foreign

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 6

currency.  We believe that you should reca lculate your statistical measures based
upon your revenues recognized in  accordance with GAAP, or clearly explain in the
filing why your presenta tion is appropriate.

Risk Factors, page 18

If we acquire any business in the future, they  could prove difficult to integrate…, page 24
16. Do you have any current plans, proposals or arrangements regarding acquisitions?
If so, please revise throughout your document as appropriate to disclose such plans.
If not, this risk appears to be one that  could apply to any issuer and should be
removed.

We face risks related to changes in our ownership, page 25
17. Please confirm that your proposed offering w ould not trigger the change of control
clauses in your agreements  with third parties or government authorities.
Additionally, please confirm that there are no other current plans regarding a
change in the ownership of your company.

Risks Relating to Our Substa ntial Indebtedness, page 28
18. Please disclose the amount of total assets and the percentage of  assets pledged as
collateral and discuss any material risks that you or Hertz may face as a result thereof.

Because affiliates of certain underwriters are lenders, page 33
19. Revise both the subheading and text of th is risk factor to identify the “certain
underwriters” to whom you refer.
Our share price may decline due to the large numbe r of shares eligible for future sale, page
33
20.  Please disclose the maximum number of sh ares subject to regi stration rights.

Recent Transactions, page 38
21. Please expand this disclosure to list all of the refinancing transactions as discussed
in Note 1 to the unaudited interim financial statements.
22. Please disclose the amount of Hertz’s cas h on hand used in connection with the
acquisition.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 7

Use of Proceeds, page 39
23. Revise the second paragraph of this secti on indicate that the special dividend was
paid to your sponsors, as they  own over 99% of the company.

Capitalization, page 41
24. Please revise the pro forma data provided in  your capitalization ta ble to give effect
to your stock issuances which occurred subsequent to March 31, 2006.  In addition,
your pro forma capitalization data should reflect your borrowings of $84.9 million
on May 15, 2006, to the extent that such borro wings were not directly offset by use
of the proceeds for the payment of y our 6.5% notes that were due in 2006.

Dilution, page 42
25. The dilution section of your registration statement should disclose your pro forma net tangible book value (on a total and per share basis)  after giving effect to
transactions that occurred subsequent to  March 31, 2006, but prior to your offering.
For example, you should disclose your pro forma net tangible book value after giving effect to i) the shares of your common stock issued i