SecProbe.io

CORRESP
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September 28, 2006

Mr. Michael
Fay

Mr. Jeffrey Sears

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Mail Stop 3561

VIA
EDGAR

Re:Hertz Global Holdings, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed September 18, 2006

File No. 333-135782

Dear Messrs. Fay and Sears:

        Thank
you for taking the time to speak with us September 26th regarding your comments on Amendment No. 2 to the Registration Statement on
Form S-1 (the "Registration Statement") of Hertz Global Holdings, Inc. (the "Company") filed with the Securities and Exchange Commission (the "Commission") on
September 18, 2006. This letter sets forth the Company's responses to the questions you raised on our September 26th call.

Like-Kind Exchange Program

        During our telephonic discussion on September 26th, and in your subsequent voicemail message on the same day, you asked the Company to
provide additional information regarding the like-kind exchange programs used by the Company in connection with the acquisition and disposition of fleet vehicles and equipment. More
specifically, you requested that the Company explain more fully the contractual arrangements through which cash received for cars or equipment sold through the like-kind exchange programs
is held, and the circumstances under which this cash is available to the Company. As a related matter, you asked the Company to explain how it accounts for this cash on its balance sheet, and to
indicate in what name or names the bank accounts relating to the like-kind
exchange program are held as well as whether such accountholders are subsidiaries or affiliates of the Company. The Company notes the following in response to these questions:

•As
described in section (C) below, the cash is held by a "qualified intermediary" within the meaning of applicable tax rules;

•As
described in section (B) below, subsidiaries of the Company have the right to withdraw cash from the like-kind exchange programs at its discretion,
upon the giving of a simple notice and the lapse of time;

•As
described in section (B) below, the Company includes cash held by the Qualified Intermediary subject to the like-kind exchange programs as cash on its
balance sheet;(1) and

•As
described in section (A) below, the bank accounts are held in the name of the Qualified Intermediary, which is an entity unrelated to the Company, with the trustee
for the Company's ABS program named as an additional accountholder in some cases.

        To
assist the Staff in understanding how the relevant tax considerations and GAAP, or "book", accounting rules operate, the Company has prepared the following summaries of (A) the
basic structure of its like-kind exchange program for its car rental fleet, or the "LKE" program (which is significantly larger than the like-kind exchange program for its
equipment rental fleet), (B) the GAAP accounting criteria it considers in determining the GAAP accounting for assets subject to the LKE program and (C) the applicable tax law
considerations relating to the like-kind exchange safe harbor, and the Company's reasons for concluding that it meets the applicable criteria. The analysis of the Company's equipment
rental like-kind exchange program substantially follows the lines of the analysis for the LKE program.

        The
Company believes both that its accounting treatment of the assets disposed of and acquired under the like-kind exchange programs is appropriate under generally accepted
accounting principles and that its car rental and equipment rental like-kind exchange programs are effective to treat qualified transactions as like-kind exchanges under the
safe harbors outlined in Internal Revenue Code Section 1.1031(k)-1(g) ("IRC §1031"). In this regard, it is important to note that the tax treatment criteria for
eligibility to meet the safe harbor under relevant tax law and regulations differ from the GAAP
accounting rules for the assets and the resulting gain or loss from a particular disposition. Consequently, the transactions are accounted for as sales under GAAP. Cash is included in the company's

(1)Where
this cash relates to or constitutes collateral for the Company's ABS program, this cash is treated as restricted cash. As of June 30, 2006, $96.8 million of cash
was held in the Accounts, all of which was classified as restricted cash in the Company's consolidated balance sheet by virtue of the fact that it also related to or constituted collateral under the
Company's ABS program. (The car rental LKE program was not in effect on December 31, 2005.)
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balance
sheet and gain or loss is recognized currently from the disposition of an asset, even though for tax purposes, gain is deferred under the safe harbors available under IRC §1031.

        (A)    Structure of LKE Program.    The Company and its subsidiaries, including its principal U.S. operating
subsidiary, The Hertz Corporation ("Hertz"), buy and sell hundreds of thousands of cars in the United States each year. Sales of the Company's cars subject to the LKE program are not contractually
linked to its purchase of new cars, and the sale and purchase transactions are, except as a matter of coincidence, separated in time.

        In
the United States, the bulk of Hertz's car rental fleet, including the cars in the LKE program, are titled in the name of a Hertz Vehicles LLC, a Hertz subsidiary that holds title for
the benefit of other wholly owned consolidated subsidiaries of Hertz (such subsidiaries, the "Hertz LKE Participants"). When Hertz sells a car in the LKE program, it delivers the car to the buyer and
causes the car's title to be delivered to the buyer. The buyer pays for the car by wiring money to, or writing a check to, Hertz Car Exchange, Inc., which has been appointed as a qualified
intermediary for the LKE program within the meaning of IRC §1031 (the "Qualified Intermediary"). The Qualified Intermediary is a wholly owned subsidiary of J.P. Morgan Property Holdings
LLC ("JPEX"), which is an entity entirely independent from the Company. When the Qualified Intermediary receives funds from the sale of cars, it deposits the money in bank accounts (the "Accounts")
that are maintained either in its own name or in the joint names of the Qualified Intermediary and a trustee acting for the benefit of Hertz's creditors.

        When
Hertz wishes to buy a car in the United States through the LKE program, it causes the relevant Hertz LKE Participant to instruct the Qualified Intermediary to disburse moneys for
the purchase to the car's seller from one of the Accounts. In cases where the proceeds in the Accounts are inadequate to pay the full purchase price, Hertz will provide additional funds to the
Qualified Intermediary to make up the shortfall. In return, the seller of the car transfers title to Hertz Vehicles LLC to be held for the benefit of the relevant Hertz LKE Participant.

        While
the funds arising from the sale of cars in the LKE program are required to be held in an account in the name of the Qualified Intermediary in order to qualify as a
tax-deferred like-kind exchange pursuant to IRC §1031, the Qualified Intermediary does not reflect these amounts in the Qualified Intermediary's
own financial statements, as these amounts are held in escrow for the benefit of the Hertz LKE Participants and their creditors. This is consistent with Sections 4.02 and 4.06 of the Master Exchange
Agreement (Exhibit 4.9.13 to the Registration Statement), which provide, respectively, that money in the Accounts does not constitute part of the Qualified Intermediary's general assets, and
that the money may be withdrawn by the Hertz LKE Participants under specified procedures consistent with IRC §1301. These procedures include delivery by the relevant Hertz LKE Participant
of a notice to the Qualified Intermediary and the passage of time (no more than 180 days). Pursuant to the Master Exchange Agreement, the Qualified Intermediary is permitted to use funds held
in the Accounts only to pay for cars being purchased by the Hertz LKE Participants or to pay the cash to Hertz LKE Participants as described above. Consequently,

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the
entire economic benefit of the LKE program runs to the Company and its subsidiaries and creditors, not to the Qualified Intermediary or any other party.(2)

        (B)    GAAP Accounting Treatment of Purchases and Sales Under LKE Program.    The Company has evaluated whether or not
the sale and subsequent purchase of a replacement vehicle under its LKE program is a single transaction that should be accounted for under APB 29, "Accounting For Nonmonetary Transaction" and
FAS 153, "Exchanges of Nonmonetary Assets," or two separate transactions. In making this evaluation, the Company considered EITF 02-02 "When Certain Contracts That Meet the
Definition of Financial Instruments Should Be Combined for Accounting Purposes." While the LKE program transactions do not fall within the scope of this EITF, the Company understands that its
principles are used in practice to help determine when related contracts should be combined and accounted for as a single contract.(3)

        With
respect to cars that are not subject to manufacturer repurchase programs, or "risk" cars, the cars sold and the car subsequently purchased are not exchanged with the same
counterparty, nor are the sale and purchase transactions negotiated together or contractually linked. In fact, these sale and subsequent purchase may be separated by several months. Therefore, the
Company has concluded that these transactions should not be viewed as a single transaction. With respect to "program" cars, the Company has also concluded that the transactions should be accounted for
separately, because sales of program cars to manufacturers and subsequent purchases of new cars from the same manufacturer are not negotiated and entered into together, are separated in time and are
not contractually linked. In addition, the structure of the manufacturer repurchase programs serves a substantive business purpose—namely, tax deferral of gains—fundamentally
unrelated to the GAAP accounting.

        When
the Hertz LKE Participants purchase new cars, the Company records those cars on its consolidated balance sheet at fair value (i.e., the purchase price of the cars) and records

(2)The
Company notes that the majority of the cars subject to the LKE program and the proceeds from the sale of such cars are pledged as security for the Company's obligations under its
ABS program, as described in the Registration Statement. Thus, the arrangements by which the trustee for the ABS program may be named as an owner of the Accounts are contractual arrangements outside
of the scope of the LKE program itself. Were the Company to refinance the ABS program through an alternative structure, the trustee would no longer be listed as a holder of the Accounts, but the LKE
program would not be affected by such refinancing.

(3)The
Company further notes that the exchange of monetary consideration has substance in the context of the Company's LKE program transactions, in contrast to the type of transaction
that has historically been of concern to the Staff where two parties to the same transactions "swap checks" in order to try to designate an otherwise non-monetary transaction a monetary transaction.
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the
disbursement from the Accounts as a reduction of cash on its consolidated balance sheet. At the time of the disposal, the Company recognizes gain or loss on the disposition of a car subject to the
LKE program, and the proceeds from the sale are deposited in the Accounts, which are reflected in cash or restricted cash on the Company's consolidated balance sheet. As discussed above, the Hertz LKE
Participants may elect at any time after disposing of a car subject to the LKE program not to enter into any subsequent car purchase, in which case the Hertz LKE Participants would receive the cash
proceeds from the disposition within 180 days. Therefore, given that none of the Hertz LKE Participants retains any substantial continuing involvement with a car once it is disposed of, and the
dispositions are made for monetary consideration, the dispositions are defined as monetary transactions under paragraph 3a of APB 29, "Accounting for Nonmonetary Assets."

        (C)    Eligibility Considerations for Like-Kind Exchange Safe Harbor.    To facilitate and qualify
transactions under the LKE program as tax-deferred like-kind exchanges pursuant to IRC §1031 and Rev. Proc. 2003-39, the Master Exchange Agreement
designates the Qualified Intermediary to facilitate every aspect of all exchanges of relinquished property for replacement property in the LKE program. The Master Exchange Agreement requires the Hertz
LKE Participants to assign to the Qualified Intermediary all of their rights (but not their obligations) in their existing and future agreements to sell relinquished property and to acquire
replacement property.

        As
required by IRC §1031, the Master Exchange Agreement expressly grants to the Hertz LKE Participants the right to reclaim the proceeds, but restricts their rights to
receive, pledge, borrow or otherwise obtain the funds or other property held by the Qualified Intermediary until after the earliest of (i) the 46th day following the sale date of relinquished
property (the "Identification Period") if the Hertz LKE Participants have not identified replacement property; (ii) the expiration of the Identification Period if the Hertz LKE Participants
have received all identified replacement property; (iii) the 181st day following the sale date of relinquished property (the "Exchange Period"); or (iv) when a material and substantial
contingency has occurred after the Identification Period that would prevent the completion of the qualified exchange. These express limitations satisfy the statutory requirements that the Hertz LKE
Participants do not have constructive receipt of the funds for U.S. income tax purposes, which in turn allows the transactions to qualify as deferred exchanges.

Sponsor Fees

        On our September 26th call, you requested additional information regarding the steps that were taken in the formation and capitalization of
the Company, including a history of the negotiations and contractual arrangements relating to the payment of the one-time $25 million transaction fees. Set forth below is a
chronological summary of the Company's corporate history:

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•On
July 15, 2005, the Company(4) was originally formed as a limited liability company under the jurisdiction of the State of Delaware. Its sole member
was Clayton, Dubilier & Rice Fund VII, L.P. ("CD&R Fund VII"). Officers of the Company, who were appointed in connection with its formation, were employees of Clayton Dubilier &
Rice, Inc. ("CD&R").

•On
August 31, 2005, the Company changed its name and was converted from a limited liability company to a Delaware corporation. Upon its conversion to corporate form,
the Company had two directors, both of whom were employees of CD&R.

•On
September 12, 2005, upon the announcement that the Company had entered into a purchase agreement for the acquisition of Hertz from Ford Holdings, LLC and other
related agreements, one employee of each of Carlyle Investment Management, L.L.C. ("Carlyle") and Merrill Lynch Global Partners, Inc. ("MLGP") were elected directors of the Company, and one of
the CD&R employee directors resigned as a director and officer.

•On
October 17, 2005, a draft of the form of consulting agreement to be entered into with each of CD&R, Carlyle and MLGP was circulated to representatives of CD&R,
Carlyle, MLGP and the officers of the Company, as well as their respective advisors, for review and comment. The draft contained a proposed amount for the consulting fee in brackets to indicate that
the term had not yet been agreed by the parties