SecProbe.io

September 29, 2006

Mark P. Frissora
Chief Executive Officer and Director
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

 Re: Hertz Global Holdings, Inc.
  Amendment No. 2 to Form S-1
  Registration No. 333-135782
  Annex 18, received on September 21, 2006
  Response to comment 52, received on August 25, 2006

Dear Mr. Frissora:

 We have reviewed the above referenc ed documents and have the following
comments.  We ask you to provide us with further information so that we may better
understand your accounting and disclosure.  We may raise further comments after
reviewing this information.  In comment nu mber two we also ask you to revise your
registration statement.  If you believe a revi sion is unnecessary, we w ill consider the basis
for your belief.  Please respond to our comments via EDGAR.

 In addition, at your earliest convenience, please file the September 28, 2006
correspondence from your counsel into our E DGAR database.  Please note that we have
not yet commenced a review of this correspondence.

 Please feel free to contact us with any questions.
1. Please provide us the valuations of y our common stock as of May 15, 2006, June
30, 2006, and August 15, 2006 conducted by the independent valuation specialist.  Please note that we may have extensive comments on the significant assumptions
used in the valuations.
2. We note that you describe seven factors th at contribute to the difference between
the estimated price range for the offering and the fair value of your common stock
as of the valuation dates.  Please revise  your analysis to separately address the
increase in fair value between each of the valuation dates – including the final
valuation date and the mid-point of your current estimated offering range.
(Hereinafter, the three valuation dates and the current estimated offering range are
referred to as the “ valuation dates .”)  Additionally, for each factor that you
describe, separately quantify the increas e in fair value that you believe is

Hertz Global Holdings, Inc.
September 29, 2006
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attributable to such factor and provi de a summary reconciliation between the
valuation dates.  And finally, please revise  your document in a fashion similar to
your response to explain to investors th e reason for the increases in fair value
between the valuation dates.
3. We understand that the marketability provide d by an initial public offering of
your common stock will increase the ente rprise value because it allows you access
to the public capital markets.  We note , however, that your third valuation date
was approximately one month after you file d your initial registration statement,
your second valuation date was only two w eeks prior to the date you filed your
initial registration statement,  and your first valuation date was only 60 days prior
to the date you filed your initial registration statement.  Given the three valuation dates were relatively contemporaneous with your decision to pursue an initial public offering, it appears that decreased cost of capital that is typically associated
with a successful initial public offering would have i nured to the value of your
common shares.  That is, it does not a ppear that this factor would have
contributed to a significan t increase in the value of  your common stock between
the valuation dates.  Accordingly, please explain to us in detail how much this
factor has contributed to th e increases in the fair value of your common stock and
the basis for your determination.
4. Please provide us a detailed statement of accounts that support the amount of
LTM EBITDA at each of the valuation dates and an accompanying detailed analysis explaining significan t period over period changes.
5. Please explain to us in much greate r detail how the increased investor
appreciation for the industry  has contributed to the incr eases in the valuation of
your common stock between the valuati on dates.  The connection between any
increased investor appreciation and your share price appears tenuous and
speculative.  Further, your analysis is not clear, as it seems to support a discount
to the industry that should still be reflected in the price of your common stock.  Please clarify.
6. Please provide us the strategic plan referred to in your response and any other previously completed strategic plans.  In addition, tell us when work began on the
recently completed strategic plan and tell us its percentage completion as of the date Mr. Frissora began his involve ment in the strategy planning.
7. We note that Mr. Frissora spent much of  his first six weeks helping to shape a
long-term strategic plan for your Co mpany, which was finalized on August 30,
2006.  Given that Mr. Frissora purchased his shares during the period which your
long-term strategic plan was being formed, please tell us the extent to which the
higher growth targets and margin improvements established in your long-term
strategic plan were incorporated into your valuation of the shares purchased

Hertz Global Holdings, Inc.
September 29, 2006
Page 3 of 4
August 15, 2006.  To the extent that such projections were not incorporated, please explain why.
8. If not apparent in the independent va luation, please explain to us how the
independent valuation incorporated your ne gative sentiment of the outlook of the
initial public offering market.  In addition, we note the absence of a discussion of any turnaround.  Even if there was a sli ght turn around in the market during the
first three weeks of the month of Septem ber, it is unclear how it impacted your
current estimated offering price.  That is , it appears that the damp market would
have continued to impact your Septembe r estimate.  Accordingly, please explain
to us in more detail how the poor outlook for the initial public offering market as
a whole has impacted your valuations a nd current estimated offering price.
9. Please further explain to us the reason for the increased valuation multiples.   We do not believe your analysis adequately supports the signific ant increases in
valuation multiples.
10. We note that when performing your August 15, 2006 valuation based on EBITDA multiples, your computation included approximately $14.3 billion of outstanding debt.  However, when estimating your offering price range based upon EBITDA multiples, your computation only in cluded approximately $12.8 billion of
outstanding debt.  Please te ll us when the additional debt was extinguished and
whether such debt was extinguished using cash on hand.  If the debt was extinguished using cash on hand, please tell us why you have not assumed that the
debt was extinguished at the time that you performed your valuation of the shares
sold on August 15, 2006.
11. Please provide us any valuation that was used to determine your estimated
offering price.
12. Please explain to us how you and your independent valuation specialists have
considered – or please consider now – the identities of the Sponsors as a factor
that contributed to a signif icant and substantial enhancem ent to the fair value of
your common shares as of each of the valuation dates.  That is, did your common shares command a premium solely based upon its association with the preeminent
firms of (1) Clayton, Dubilier & Rice , (2) The Carlyle Group, and (3) Merrill
Global Private Equity?
13. Please tell us why your “Equity Value Range  (control, marketable per share) ex-
dividend” would be lower at August 15, 2006 than at June 30, 2006 if both your LTM EBITDA and LTM EBITDA multiple range were higher at August 15,
2006.  In your response, also specifically tell us whether the income used when
performing the income valuation method was also higher at August 15, 2006 than at June 30, 2006.

Hertz Global Holdings, Inc.
September 29, 2006
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 You may contact Jeff Sears with any questions at 202-551-3302.  You may also
contact me at 202-551-3812.

        S i n c e r e l y ,

        M i c h a e l  F a y
        B r a n c h  C h i e f