SecProbe.io

Mail Stop 3561

October 25, 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. 3 to Registra tion Statement on Form S-1
 Filed October 23, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your responses to the comments in our letter dated September
28, 2006 and have the following comments.   Pl ease note that all page references below
correspond to the marked version of  your filing provided by counsel.

Front Cover of Registration Statement

1. From the voicemail Mr. Slutzky left  with the staff on October 23, 2006, we
understand that you are increasing the size of the offering.  If  that is the case, please
include a revised Calculation of Registration Fee Table in your next amendment.

Front Cover of Prospectus

2. We note the disclosure you have added to the front cover page of the prospectus
regarding the special dividend.  Please revise  to clarify that inve stors in the offering
will not be entitled to receive any distri butions in connection with the dividend.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 63

3. Please expand the disclosure on the “adj ustments” you plan to make to your
workforce and operations.  We note that  you have not yet developed “detailed

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
October 25, 2006 Page 2

estimates of these expenses or a detailed timeline” for their implementation, but to
the extent you believe the adjustments w ill be material to the company, please
expand your disclosure to provide additional information regarding the expected
impact on your results of operations.

Certain Relationships and Relate d Party Transactions, page 151

4. We note that affiliates of Merrill Lynch & Co. are lenders under the Fleet Financing Facility.  Please disclose the information required by Item 404 of
Regulation S-K with respect to this transaction.  Additiona lly, please include
similar disclosure regarding the Hertz Holdings Loan Facility.

Hertz’s and Puerto Ricancars, Inc. ’s Fleet Financing Facility, page 171

5. We note that the interest for the Fleet Fina ncing Facility will be, at the applicable
borrower’s election, either LIBOR plus a borrowing margin or an alternate base
rate plus a borrowing margin.  Please e xpand your disclosure to provide more
detailed information regarding the interest rate applicable to this facility.  For
example, disclose the borrowing margin  or range of borrowing margins and
disclose the alternate base rate to whic h you refer.  Make corresponding changes to
the financial statement footnotes and th roughout the document as appropriate.
Finally, ensure that your next amendment in cludes the credit facility as an exhibit
to the registration statement.

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
October 25, 2006 Page 3

You may contact Jeffrey S ears at (202) 551-3302 or Mi chael Fay at (202) 551-3812
if you have questions regarding comments on the financial statements and related matters.
Please contact H. Yuna Peng at (202) 551- 3391or me at (202) 551-3454 with any other
questions.

Regards,

Sara D. Kalin
Branch Chief - Legal

cc: Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
 via facsimile:  (212) 909-6836