SecProbe.io

Mail Stop 3561
December 22, 2009
Elyse Douglas Executive Vice President and Chief Financial Officer  Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656
Re:   Hertz Global Holdings
The Hertz Corporation
                     File Numbers 001-33139 and 001-07541                      Form 10-K: For the Fiscal Year Ended December 31, 2008   Definitive Proxy Statement on Schedule 14A

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 these 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 ten business days.

Form 10-K: For the Fiscal Year Ended December 31, 2008

 Risk Factors, page 32

 1. Please remove the references in your fi rst paragraph that you discuss some, but
not all of the important risks or revise to clarify that you ha ve discussed all known
material risks.

Hertz Global Holdings
December 22, 2009
Page 2  Management’s Discussion and Analysis, page 69

 Results of Operations, page 85

 2. Please revise to discuss results of ope rations by reportable segment consistent
with Note 9 to your financial statements.
 3. Please consider revising your disclosure  to quantify amounts of various sub-
categories of direct operating expenses in  a table, includi ng columns for dollar
and percentage changes.
 Liquidity and Capital Resources, page 91

 4. Please enhance your operating cash flow disclosure by providing a discussion and
analysis of the material factors that impact the comparability of operating cash flows between comparative periods in terms of cash.  References to line items (or
changes therein) in the stat ements of cash flows, as in your present disclosure, do
not provide a sufficient basis for an investor to analyze the impact on cash.  Refer
to Section IV.B.1 of “Interpreta tion: Commission Guidance Regarding
Management's Discussion and Analysis of Financial Conditio n and Results of
Operations” available on our website at http://www.sec.gov/rules/interp/33-
8350.htm  for guidance.
 Notes to Consolidated Financial Statements, page 127

 Note 10: Litigation a nd Guarantees, page 169

 5. A large portion of your disclosu re is dedicated to providi ng the history of the legal
proceedings in various cases in which you are involved, including the dates of various motions, petitions, appeals, and h earings.  In addition, your disclosure
includes a significant amount of legalese, including statements such as: “we filed an interlocutory appeal,” “we filed a petition for leav e to appeal,” “motion for
certification seeking to have the interpreta tion of Nevada Revise d Statutes Section
482.31575 certified,” “plaintiff asserted…c ommon law conversion,” and “the
court granted – with leave to amend- the separate motions.”  Also, while you state
that you believe you have meritorious defenses and that you will defend yourself, you have not specifically stated your c onclusion as to th e likelihood of a loss
contingency with respect to each of the matters disclosed.  Therefore, it is not clear whether you believe the likelihood of  an adverse outcome is other than
remote, nor is it clear how material, or pot entially material, each of these matters
is, or could be, to you. We be lieve your disclosure would be much more useful to
investors if it was focused on describing th e current status of the cases, in plain
English, rather than on the history of legal proceedings.  Further, please ensure that your disclosures are clear about your conclusions regarding each matter by
revising to state your conclusion as to th e likelihood of a loss contingency with
respect to each case and the related amount .  Please note that for matters where

Hertz Global Holdings
December 22, 2009
Page 3
you judge the likelihood of lo ss to be reasonably possi ble or probable but for
which you believe the amount of loss ca nnot be reasonably estimated, you should
explicitly state your conclusion that the loss cannot be reasonably estimated.  We
note, however, that FIN 14 states that accrual of a probable loss should not be
delayed until only a single amount can be reasonably estimated.  When a loss is
probable and the reasonable estimate of the loss is a range, the best estimate
within the range should be accrued.  If no am ount within the range appears to be a
better estimate than any other amount within the ra nge, the minimum amount in
the range should be accrue d.  Where losses are accrued and arose from a range,
you should disclose whether the accrual wa s the best estimate within a range or
the low end of the range and the range of  reasonably possible losses.  We believe
you should also follow this guidance with respect to disclosure of reasonably possible losses.  Please provide us with a copy of your intended revised disclosure.

6. We note that, in the aggregate, you expect  to expend material sums to defend and
settle public liability and pr operty damage actions and cl aims or to pay judgments
resulting from them.  Please ensure that the intended revised disclosure requested
in the preceding comment addresses thes e public liability and property damage
matters.

Definitive Proxy Statement on Schedule 14A

 EICP, page 25

7. We note that you establish numerical goals relating to certain pe rformance criteria
that must be achieved in order for each  named executive officer to receive an
award under your Executive Incentive Compensation Program.  Please confirm to us that in future filings you will provide quantitative disclosure regarding the targets actually reached fo r each performance criteria.  To the extent you believe
that disclosure of the targets is not required because it would result in competitive harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, provide us with a deta iled explanation for such conclusion.   Also
note that to the extent that you have an  appropriate basis for omitting the specific
targets, you must  discuss how difficult it would be for the named executive
officers or how likely it will be for you to achieve the undisclosed  target levels or
other factors.  General statements rega rding the level of difficulty, or ease,
associated with achieving performance goals  either corporately or individually are
not sufficient.

* * * * *

Hertz Global Holdings
December 22, 2009 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating 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 disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Patrick Kuhn at (2 02) 551-3308 or me (202) 551-3380 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Michelle Lacko at (202) 551-3240  with any questions regarding comments
on the risk factors or the Definitive Proxy Statement on Schedule 14A.            S i n c e r e l y ,             L y n  S h e n k          B r a n c h  C h i e f