SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        A p r i l  8 ,  2 0 0 8

Via Mail and Fax

Elyse Douglas
Executive Vice President and Chief Financial Officer
   and Treasurer
Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656

 RE:  Hertz Global Holdings, Inc.,
  The Hertz Corporation
   Form 10-K for the Year Ended December 31, 2007
   Form 8-K Furnished on February 21, 2008
   File Numbers: 001-06075, 001-07541

Dear Ms. Douglas:

 We have reviewed the above referenced filings and have the following comments.
We believe you should revise future filings in  response to some of the comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 2 of 7
Hertz Global Holdings, Inc.

Form 10-K for the Year Ended December 31, 2007

Item 7. Management’s Discus sion and Analysis …, page 63
Critical Accounting Policies and Estimates, page 66

1. In regard to each critical item indicated, please expand your disclosures to disclose
the events that may occur that could for ce changes in the significant estimates or
assumptions employed and your history with  the accuracy of prior estimates or
assumptions to actual amounts recorded.  Refer to Section V of FR-72 dated
December 19, 2003 (release number 33-8350) for further guidance.

2. In regard to “Revenue Earning Equipm ent,” we note that you have revised
depreciation rates in each of  the last three fiscal years.   To help investors better
understand the basis for such changes, pleas e expand your disclosure to disclose in
more detail the significant factors that affect the determination of the holding period and the amount of residual values, partic ularly those for non-program cars, and how
such affect the depreciation rate employed.  Also, disclose in more specificity the correlation between depreciation rates (and its related factors) and your objective of minimizing gain or loss upon disposal of revenue earning equipment and the related
timing of when disposal occurs.  Provide us with a copy of your intended expanded disclosure.

3. In regard to “Derivatives,”  please expand your disclosure  to identify the significant
factors that affect amounts re ported in your financial statem ents, particularly those in
assessing effectiveness.

4. In regard to “Revenue Earning Equi pment,” “Pensions” and “Stock-Based
Compensation,” please expand your disclosure to include the sensitivity to change of
the most significant factors affecting reported amounts.

Results of Operations, page 69
Selected Car Rental, Equipmen t Rental … Table, page 72

5. Refer to footnote (b) to the table.  We  note that the non-GAAP measure “car rental
rate revenue” includes opti onal insurance products, which appears you consider to be
ancillary revenue items, but excludes other ancillary revenue items that are material
(greater than 10% of car re ntal revenues reported in the statement of operations for
each respective period presented).  In this re gard, please explain to us and disclose in
all filings in which this measure is presen ted, as appropriate, the rationale for this
distinction in regard to this measure and its  related ratio, and why such distinction is
appropriate to the measure and how it is meaningful to investors.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 3 of 7
6. Refer to footnote (c) to the table.  We be lieve that presentation of “adjusted pre-tax
income (loss) for “corporate and other” in  this fashion is an  impermissible non-GAAP
financial measure in that it is not specifi cally in regard to a reportable segment (on
this point refer to comment number 11 below) , and also in that it readily leads to a
consolidated sum, even if not specifically  presented, that would be considered an
impermissible non-GAAP measure (on this po int refer to Question 21 in the staff’s
“Frequently Ask Questions Regarding the Use of Non-GAAP Measures” dated June
13, 2003).  Accordingly, please remove disclosu re of “adjusted pre-tax income (loss)”
for “corporate and other” in this fashion, and conform related presentations in this
filing and other filings (for example, press releases in regard to results of operations furnished in Form 8-Ks).

Year Ended December 31, 2007 Compared w ith Year Ended December 31, 2006, page
79
Adjusted Pre-Tax Income (Loss), page 81

7. We note from the segment note (note 9) of the notes to the consolidated financial
statements that adjusted pre-tax income (l oss) as a percent of revenues significantly
differs between your reportable segments for each period presented.  In this regard, please expand your disclosure here to address the significant factor s that affect this
ratio for each reportable segment and the rela tionship of this ratio between reportable
segments.  We believe this disclosure will help investors better understand your operations and the contributions by each segment to your consolidated results.
Provide us with a copy of your intended disclosure.

8. In the discussion of the results of your re portable segments, expand your disclosure to
address all significant amounts affecting each  segment, including all material items
that reconcile the segment measure of pr ofit and loss to the comparable GAAP and
consolidated results, for a ll periods presented.  For exam ple, it appears that non-cash
debt charges for car rental for 2007 a nd 2006 and purchase accounting adjustments
for equipment rental for 2007 and 2006 were  material to th e comparable GAAP
measure for the corresponding segment in the periods indicated.  Refer to Question 19
of the staff’s “Frequently Ask Questi ons Regarding the Use of Non-GAAP
Measures” referred to above.  We believe su ch disclosure will pr ovide investors with
a comprehensive view of significant matters affecting the results attributed to each
segment.

9. Please include a discussion of your reportabl e segments’ adjusted pre-tax results for
all comparable periods presented (reference is made to the section “Adjusted Pre-Tax
Income (Loss)” on page 81).  For example,  you did not provide such a discussion for
fiscal 2006 compared to 2005.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 4 of 7
Item 8. Financial Statements …, page 106
Consolidated Balance Sheets, page 108

10. Please explain to us and disclose th e reason for the 62.7% increase in accounts
payable at December 31, 2007 from December 31, 2006, and the impact, in terms of cash, of such on your cash flows.  Additio nally, reconcile for us the change in
“Accounts payable” for 2007 reported in the statement of cash flows of $304,170 to
that presented in th e balance sheet of $410,551.

Notes to Consolidated Financial Statements, page 113
Note 9 – Segment Information, page 148

11. We note you disclose that you have only tw o reportable segments, “car rental” and
“equipment rental.”  Pursuant to para graph 32.b of FAS 131, an enterprise shall
reconcile the “total of the reportable segments’ measures  of profit or loss to the
enterprise's consolidated income before  income taxes, extraordinary items, and
discontinued operations,” which you have  provided.  In connection with the
preceding, however, it is not clear to us th e basis for presenting “adjusted pre-tax
income (loss)” for “corporate and other.”  In  footnote 7 to the reconciliation table in
the note, you indicate that “co rporate and other” is considered a segment.  However,
it does not appear to us that your cor porate activities would be considered a
“business” that constitute an operating segment pursuant to paragraph 10.a of FAS 131.  Moreover, assuming it is appropriate to consider “corporate” an operating
segment, it is not clear to us how a ggregating “corporate” and “other” into a
reportable segment complies with paragr aph 19 of FAS 131 and EITF 04-10.  Also
refer to Question 7 in the FASB staff’s “Segment Information: Guidance on Applying
Statement 131” in this regard.  Relative  to your current segment presentation, we
believe that amounts related to “corporat e and other” should  be presented as
reconciling items in reconciling “adjusted pre-tax income (loss)” of your reportable
segments to reported consolidated “income (loss) before income taxes and minority
interest” rather than aggregated  as a separate segment.  Pl ease revise, or explain to us
why you believe your presentation is appropriate.  If aggregation of “corporate” and “other” is appropriate, please provide us with a comprehensive analysis that clearly shows how the aggregation complies with each  of the criteria in paragraph 17 of FAS
131, including the similarity of all relevant  economic characteristics, and EITF No.
04-10.

Form 8-K Furnished on February 21, 2008
Exhibit 99.1

12. Please present the comparable GAAP measures more prominently than the corresponding non-GAAP measures presented.  For example, the bullet points at the fore front of the release should include the comparable GAAP measure, and they
should precede the corresponding non-GAAP me asure presented.  We also believe
the comparable GAAP measure should precede the corresponding non-GAAP

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 5 of 7
measure within the narrative of  the release.  For example, in the second paragraph,
mention of and discussion relative to the GAAP measure “pre-tax income” should
precede mention and discussion of “adjust pre-tax income.”  Notwithstanding that “adjusted pre-tax income” may be the measur e of profit or loss applicable to your
reportable segments for segment reporting pu rposes, we believe it is preferable to
provide investors with comprehensive information concerning your segment and
consolidated results prior to  presentation of information on a selective basis.

13. We note the qualifying information in foot note (5) with respect  to reconciling the
forecasted non-GAAP measures in the “Outl ook” section.  In this regard, please
expand your disclosure in all filings in which such qualification is presented to
provide the disclosures specified in Section II.B.2 of Release No. 33-8176 “Conditions for Use of Non-GAAP Financial Me asures” with respec t to accessibility
of GAAP financial measure on a forward-looki ng basis.  Provide us with a copy of
your intended disclosure.

14. We note you utilize a “normalized” income ta x rate in the computation of “adjusted
net income.”  In this regar d, please explain to us and disclose in all filings in which
this measure is presented why ignoring the actual tax effects of your operations is
meaningful to investors.  Further, explai n to us and disclose the basis for using a
normalized rate of 35% and why this rate is more meaningful and representative
relative to another rate.

15. Based on its title, table 3 presents segment in formation.  In this regard, please clarify
for us and in your disclosure the basis for and propriety here of the adjusted diluted
earnings per share amounts presented in this table.  Based on disclosure elsewhere in
the exhibit, it appears these per share amounts are based on consolidated results.

Exhibit 99.2

16. In regard to “adjusted pre-tax income” and “adjusted net income,”  you state that these
represent your “preferred” measures of ope rational performance.  In this regard,
please tell us and disclose, in  detail specific to your circ umstances, in all filings in
which such representation is made the basis for why such measures should also be preferable to your investors and the meani ngfulness to them of each adjustment in
deriving these measures.

17. In regard to “adjusted diluted earnings pe r share,” please clarify for us and in your
disclosure in all filings in which such  measure is included, as appropriate, the
following:
a) The basis upon which the “pro forma post-IPO diluted number of shares
outstanding” is computed.  In this regard, disclose in detail how this number is comparable to diluted actual weighted aver age number of shares.  Further, clarify
whether the pro forma amount includes the e ffects of all dilutive instruments, and
if not, the basis for this and how exclusion of  such is meaningful to investors.  In

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 6 of 7
connection with this last point, disclose the dilutive instruments and their amounts
included in the actual number that are not  included in the pro forma number.
b) Why the impacts of the IPO would not be adequately reflected in actual per share
amounts in periods subsequent to the IPO.
c) Why the “pro forma post-IPO diluted number of shares outstanding” for the fourth quarter and year of 2007 is le ss than the corresponding diluted actual
weighted average number of shares.
d) Include disclosure that isolates the ef fect of the “pro forma post-IPO diluted
number of shares outstanding” on your actua l results.  For example, since the “pro
forma post-IPO diluted number of shares outstanding” is currently used only in
presenting the diluted per share amount of non-GAAP results, its effect is not
comparable to your actual diluted per share amounts.  Further, for a more
balanced presentation, you should also disclose the effect of  the actual diluted
weighted average number of shares on your  non-GAAP results.  Provide us with a
copy of your intended disclosure on a balanced basis as indicated.

The Hertz Corporation

18. Please conform the relevant disclosures in the corresponding filings of The Hertz Corporation to the comments indicated a bove for Hertz Global Holdings, Inc., as
appropriate.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 7 of 7
You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Branch Chief