SecProbe.io

Mail Stop 3561

September 13, 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.
 Amendment No. 1 to Registra tion Statement on Form S-1
 Filed August 25, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your responses to the comments in our letter dated August 11,
2006 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing provided by counsel.

Front Cover Page

1. We note that you have added four underwri ters to the cover of your prospectus,
bringing the number of named underwriters to nine.  Please revise to identify only
the lead or managing underwriters.  S ee Item 501(b)(8) of Regulation S-K.

Summary

Our Segments, page 1

2. While we note the revisions you have made in response to prior comment 4, please
also expand your table of key facts to in clude your net income/loss information for
the fiscal year ended December 31, 2005 and the six months ended June 30, 2006.

3. We reissue prior comment 5, in part.  The materials you have provided in support
of your statements regarding certain key f acts about your business seem to indicate
that Enterprise may be a larger car rent al brand than Hertz, based on revenues.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 2

Accordingly, please either provide us with additional materials or revise to indicate,
where you have not already done so, that it is your belief  that you are the largest
worldwide general use car rental brand.  For example, the statement in the table of
key facts should be revised.

Our Markets, page 2

4. We note your response to prior comment 6 and reissue it, in part.  If the industry
information you attribute to third parties is not publicly availabl e for free or for a
nominal cost, please either attach a cons ent from each third party you reference or
revise to attribute the st atement to the company, based on its own research.  See
Rule 436 of Regulation C.  For any third pa rty sources that are available for what
you believe is a nominal cost, please qua ntify the cost in your response.

Principal and Selling Stockholders, page 7
5. We note your response to prior comment 7 and reissue it, in part.   Please clearly
disclose in this section the aggregate am ount of the investment the sponsors made
in connection with the acquisition and re financing transactions, the aggregate
amount of funds they have received so far (including dividends, consulting fees and
any other amounts received from the comp any or its affiliates), the estimated
amount they will receive as selling share holders and the value of their remaining
ownership interest based on the offering pri ce of the company’s stock.  Also, please
avoid cross-references in the fo repart of the prospectus.
6. We note your response to prior comment 8 a nd reissue it, in part .  Please briefly
discuss the material terms of this agr eement in the summary section, including the
fact that your sponsors will have the ability  to nominate a majority of the board
following the offering.

Summary Historical and Unaudited Pro Forma Financial Data, page 11
7. Please expand your disclosure here and in  other sections of your filing where you
present combined financial statements to  indicate that the presentation of the
combined financial statements is not in accordance with GAAP.
8. We have reviewed your response to our prior comment numbers 10 and 13, as well
as, the amended disclosures provided in footnote (g) to  your “Summary Historical
and Unaudited Pro Forma Financial Data” ta ble.  However, we do not believe that
you have adequately explained why the presentation of EBITDA or Pro Forma
Corporate EBITDA on a segment basis is useful to investors.  We note that the presentation of EBITDA and Pro Forma Corporate EBITDA on a segment basis
would appear to reflect th eir use as performance measures.  However, it appears
that segment “Income (loss) before income taxes and minority interest,” as

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 3

presented in Note 11 to your financial st atements, would be an appropriate measure
of segment operating performance, as that measure is computed in accordance with
GAAP.  Furthermore, we do not consider management’s internal uses of EBITDA
and Pro Forma Corporate EBITDA computed on a segment basis to be evidence of its usefulness to investors.  Base d upon the aforementioned reasons, please
discontinue the presentation of EBIT DA and Pro Forma Corporate EBITDA on a
segment basis.
9. We have reviewed your response to our prior comment numbers 11 and 13.  However, we do not believe that you have fully addressed the concerns raised in
our prior comments.  Although we note that  you are not subject to the financial
covenants of your senior cr edit facilities until the f our-quarter period ending
September 30, 2006, we believe that you shoul d disclose your covenant ratios, as
computed using your Pro Forma Corporate EBITDA and your results of operations
for the latest four quarters, so that your  investors can more adequately assess your
ability to continue to co mply with your debt covenants in future periods.
10. We have reviewed your response to our prior comment number 14.  However, we do not believe that your expanded disclosu res provide substantive evidence of the
usefulness of the presentation of “Net corporate debt” to your investors.
Furthermore, to the extent that investor s believe that your “Net corporate debt”
balance is useful for thei r personal analysis, we believe that the measure is
determinable based upon disclosures incl uded in the “Debt”  footnote to your
financial statements.  As such, disc ontinue the presentation of the non-GAAP
measure in your registration statement.  Alte rnatively, please disclose in detail why
the portion of your debt that is not colla teralized by your fleet is an important
measure to your investors – specifically discussing any additional insight that the measure provides regarding your company’s financial condition and/or results of
operations.

Risk Factors, page 23

11. We note the disclosure you have ad ded on page 162 regarding corporate
opportunities.  Please provide a separate risk  factor discussing the material risks
this arrangement poses to investors.

We face risks related to decreased acquisition or disposition of cars through repurchase and
guaranteed depreciation programs, page 25

12. We note that you expect the percentage of your car rental fleet subject to
repurchase or guaranteed depreciation progr ams to decrease substantially.  If you
believe this will have a material effect on your results of operations, please provide
quantified information regarding the estimated  magnitude of the effect in order to
put the risk in context for investors.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 4

A significant portion of our outstanding indebted ness is secured by substantially all of our
consolidated assets, page 35
13. We note that substantially all of your cons olidated assets are pledged as collateral
under the Senior Credit Facili ties and U.S. and Internationa l Fleet Debt Facilities.
Please discuss any material impacts this may have on your financial flexibility and
the investment grade of your securities.

Use of Proceeds, page 45

14. We note from your revised risk factor disclosure that a ffiliates of several
underwriters in addition to Merrill Lynch are lenders under the Hertz Holdings Loan Facility.  Please revise the last sentence of this section to name these
additional underwriters.

Dilution, page 48
15. We have reviewed your response and ame nded disclosures relating to our prior
comment number 25.  However, we do not believe that you have fully addressed
the concerns raised in our prior comment.  We note th at in response to our prior
comment, you have substituted the disclosure  of pro forma net tangible book value
(in total and on a per share ba sis) for the disclosure of  net tangible book value per
share as of your latest ba lance sheet date.  However, we believe that you should
separately disclose (in total and on a per share basis) both i) your net tangible book value as of your latest balance sheet date and ii) your pro forma net tangible book
value, giving effect to events occurring s ubsequent to your latest balance sheet date.
Please revise your disclosure accordingly.

Unaudited Pro Forma Condensed Consolidated Financial Statements, page 56
16. We have reviewed your response to prior comment 28, however, we continue to believe that adjustment 2(b) does not meet  the preparation requirements of Rule 11-
02(b)(6) of Regulation S-X because the tr ansaction gains and losses are directly
attributable to changes in exchanges rates, and not the acquisition.  You may
disclose in the notes the amount of tran saction gains and losses that were not
included in a pro forma adjustme nt.  Please revise accordingly.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 5

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Like-Kind Exchange Program, page 85
17. Please refer to prior comments 32 and 33.  E xplain to us with specificity the “form”
of your like-kind exchange programs.  As part of your response, provide us actual
examples of significant like-kind exchange s that occurred during 2006.  In addition,
in light of the fact that your like-kind exchange progr ams involve actual monetary
sales and purchases of such vehicles and e quipment, explain to us in detail both (1)
how the program will qualify as tax-deferred “like-kind exchanges” pursuant to section 1031 of the Internal Revenue Code and (2) why the program is expected to
result in a material deferral of  federal and state income taxes.

Hertz Holdings Stock Incentive Plan, page 87
18. We have reviewed your response to our prior comment number 52.  Please note
that we will revisit your re sponse at the time that a range of offering prices is
included in your registration statement.

Controls and Procedures, page 89

19. Please revise this section to clarify th at you are not an accelerated filer and are
therefore not required to es tablish and maintain internal control over financial
reporting under Rule 13a-15(f).

Underwriting, page 170

20. Please disclose that the sell ing shareholders may be deemed to be underwriters with
respect to the shares they are offering for resale.

Financial Statements for the Period Ended June 30, 2006

Notes to Condensed Consolidated Financial Statements

Note 9 – Hertz Holdings St ock Incentive Plan, page F-22
21. We have reviewed your response to our prior comment number 55, as well as, your disclosures included in Note 9 to your fi nancial statements fo r the period ended
June 30, 2006.  However, we are unclear as to how the incremental stock compensation cost resulting from the modi fication of the exercise price of your
stock options has been computed.  In this  regard, we note that aggregate weighted
average grant date fair value of the approximately 14 million options issued during the second quarter of fiscal year 2006 was approximately $75.2 million.  We note further that the value of the options was calculated based upon a weighted average

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 6

exercise price of $10.86 per share, whic h estimated the fair value of your
underlying common stock.  However, it appears that the reduction of the exercise
prices of your options by $4.32 only resulted  in an aggregate incremental increase
to the valuation of your options of a pproximately $14 million.  Given that your
common stock was fair valued by an inde pendent valuation specialist at $11.60 on
June 30, 2006, it appears that the modification to the exercise price of your options
would have placed your options significan tly in-the-money.  Therefore, it appears
that the modification to your options s hould have more significantly impacted the
future compensation cost to be recognized  with regard to the options.  As such,
please explain in detail how the impact of the modification to your options was
computed.

Note 12 – Related Party Transactions

Relationship with Hertz Investors, Inc. and the Sponsors

Consulting Agreements, page F-25
22. We note from your disclosure that u pon completion of your public offering, you
anticipate that your consulting agreements held with each of your Sponsors will be
terminated for aggregate fees of $15 million.  As the Sponsors are your Company’s principal shareholders imme diately prior to your offe ring, we believe that your
payment of $15 million to term inate the consulting agreements with the Sponsors is
analogous to a distribu tion of capital or a dividend that would be accounted for in
accordance with SAB Topic 1:B:3.  As suc h, please present a pro forma balance
sheet and pro forma earnings per share di sclosures which give effect to the
termination payments.  The pro forma balance sheet and earnings per share disclosures should be included on the face of your financial statements.
23. Please discuss in the note the changes in facts and circumstances that caused you to
anticipate that the c onsulting agreements will be term inated.  In addition, disclose
the significant terms of the consulting ag reements, including th eir duration and the
gross amount that was required to  be paid out under them.

Note 15 – Subsequent Events, page F-29

24. We note from your disclosure that Mr. Fr issora purchased shares of your common
stock in July of 2006 at a price of $5.68 per share, which is below the fair value of
your common stock on June 30, 2006, as computed by an independent valuation specialist.  Furthermore, as the shares purchased by Mr. Frissora were issued in connection with his employment agreement,  it appears that there may not be a
requisite service period over wh ich Mr. Frissora’s shares ar e to be earned.  As such,
please tell us and disclose in MD&A i)  the amount of compensation expense which
you intend to recognize in rela tion to the shares purchase d by Mr. Frissora, ii) the

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 7

period over which you intend to recognize th e compensation expense, and iii) the
basis for your conclusion.  Your response should also describe the repurchase rights
that are effective upon the termination of Mr. Frissora, and whether such rights will
impact your accounting treatment.

Financial Statements for the Fiscal Year Ended December 31, 2005

Consolidated Statements of Operations, page F-33
25. We have reviewed your response to our prior comment number 39.  However, we
do not believe that your proposed amende d disclosures fully comply with the
requirements of SAB Topic 1:B:3.  While you have confirmed that pro forma
earnings per share computed in accordance with SAB Topic 1:B:3 will be included
in your “Summary Historical and Una udited Pro Forma Data” table and your
“Selected Historical Consolidated Fina ncial Data” table, we note that your
computation of pro forma earnings per share should also be presented on the face of
your consolidated statements of operations for the latest fiscal year and interim
period.  Furthermore, you should reconcile net income to your pro forma earnings
per share computation in a f ootnote to your financial statements.  Please revise your
disclosures accordingly.
26. In addition, we note that note (f) to your  “Summary Historical and Unaudited Pro
Forma Financial Data” table does not appear  to accurately desc ribe the reason for
the presentation of your pro forma earni ngs per share data.  Please revise your
footnote to indicate that your pro forma earni ngs per share data gives effect to the
number of shares issue