SecProbe.io

April 1 8, 2011

Elyse Douglas
Chief Financial Officer
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey  07656- 0713

Re: Hertz Global Holdings, Inc.
 Form 10- K for F iscal Y ear E nded December 31, 20 10
Filed February 25, 2011 Form 14A
Filed April 6, 2011 File No. 001 -33139
 Dear M s. Douglas :
 We have reviewed your filings  and have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your  disclosure.
 Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing any requested information.  If you do not believe
our comments apply to your facts and circumstances, please tell us why in your response.
 After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10- K for the Fis cal Year Ended December 31, 2010
 Risk Facto rs, page 26
1. We note that over the last few years the percentage of ‘program cars’ in your rental fleet
has decreased and that this percentage is expected to decrease in the future.  As this increases your risk that the market value of a car at the time of  disposal will be less than
its estimated residual value at such time, please provide a discussion in MD&A explaining this change in trend, management’s assessment of the factors causing this change, and its expected impact on overall operations.  For exam ple, discuss if you plan
to keep cars for a longer period of time, which would result in higher maintenance costs, etc.

Elyse Douglas
Hertz Global Holdings, Inc. April 1 8, 2011
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, pag e 49
 Goodwill and Other Intangible Assets
2. Please expand your critical accounting policy for goodwill to include the following:

• the percentage by which fair value of the reporting units exceeded the carrying values
as of the date of the most recent test;
• the amount of goodwill allocated to the reporting unit;
• a description of the methods and key assumptions used and how the key assumptions
were determined;
• a discussion of the degree of uncertainty associated with the key assumptions
including specifics to the extent possible (e.g., the valuation model assumes recovery
from a business downturn within a defined period of time) ; and
• a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

 Note (c) – Adjusted Pre -tax Income, page 56
3. Please revise to explain “income (loss) before income taxes” as presented for the car and
equipment rental segments and how it reconciles to the consolidated amount of $(13.6) million.

 Direct Operating Expenses, page 59
4. Please revise to discuss direct operating expenses by reportable segment.

Income Taxes, page 78
5. We no te that you elected to suspend the Like Kind Exchange Program (LKE Program) in
August 2010 allowing cash proceeds from sales of vehicles to be utilized for other
various business purposes.  We also note that new tax legislation enables you to temporarily s uspend the program with an expected neutral effect on your federal net
operating loss position.  Please expand your discussion to be more specific with regard to how you plan to use this significant source of funds.  Also include if you plan to use a major ity of the cash proceeds for other than replacement vehicles, discuss how you plan
to fund the purchase of new vehicles during this time period, or whether you will delay the purchases, and any business consequences of such plans.  Also, please explain how
the suspension of the program will not have an effect on your federal net operating loss position for tax purposes.

Elyse Douglas
Hertz Global Holdings, Inc. April 1 8, 2011
Page 3

 Definitive Proxy Statement on Schedule 14A
 Business Unit Modifier for 2010, page 45
6. We note that you have quantified the seven strategic goals for the International business unit and the eight strategic goals for the Equipment Rental business unit.  In future
filings, please quantify the company’s actual performance as compared to each of the strategic goals.   Please also discuss in greater detail how the Compensation Committee
evaluated business unit performance as co mpared to the various strategic goals in arriving
at the business unit modifiers.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules 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 responding to our comments, please provide  a written 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Theresa Messinese at 202 -551-3307 if you have questions regarding
comments on the financial statemen ts and related matters or J ohn Stickel  at 202- 551-3324 if you
have questions  regarding the comment on the proxy statement.  Please contact me at 202 -551-
3380 with any other questions.

Sincerely,

 Lyn Shenk Branch Chief