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May 21, 2008

VIA EDGAR

Mr. Michael Fay

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

  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 Mr. Fay:

This letter sets forth the responses of Hertz Global
Holdings, Inc. (the “Company”) to the comments contained in your letter,
dated April 8, 2008, relating to the Hertz Global Holdings, Inc. Form 10-K
for the year ended December 31, 2007 filed with the Securities and
Exchange Commission (the “Commission”) on February 29, 2008, The Hertz
Corporation Form 10-K for the year ended December 31, 2007 filed with
the Commission on March 6, 2008, and the Hertz Global Holdings, Inc.
and The Hertz Corporation Form 8-Ks furnished to the Commission on February 21,
2008.  The comments of the Commission are
set forth in bold/italicized text below, and the Company’s responses are set
forth in plain text immediately beneath each comment.

Hertz Global Holdings, Inc.

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

Item 7. Management’s Discussion 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 force 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.

In response to the Staff’s comment, the Company will
expand its Critical Accounting Policy and Estimates disclosures in future
filings to disclose such events and our historical accuracy with respect to the
significant estimates and assumptions employed.
The Company has provided the Staff with a copy of its proposed expanded
disclosure as an addendum to this letter with the additional information noted
in bold, italicized text and deleted information noted with a strikethrough.

2.              In regard to “Revenue
Earning Equipment,” 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, please 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, particularly 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.

In response to the Staff’s comment, the Company has
provided the Staff with a copy of its proposed expanded disclosure within the
addendum to this letter with the additional information noted in bold,
italicized text and deleted information noted with a strikethrough.

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

In response to the Staff’s comment, the Company will
expand its disclosure in future filings to identify significant factors that
affect reported amounts, particularly those impacting our assessment of
effectiveness.  The Company
supplementally advises the staff that the most significant factors that affect
the amount reported in our financial statements related to our interest rate
swaps are the current yield curve and the credit default swap spread of the
Company based upon its current credit rating.
Both of these are considered to be market observable data and are
subject to change based on movements in LIBOR and the Company’s credit
standing. The Company has provided the Staff with a copy of its proposed
expanded disclosure within the addendum to this letter with the additional
information noted in bold, italicized text and deleted information noted with a
strikethrough.

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

In response to the Staff’s comment, the Company will
expand its disclosure in future filings to include the sensitivity of changes
in the most significant factors on reported amounts for the material
items.  In regard to “Revenue Earning
Equipment,” the Company supplementally advises the Staff that the residual
values are affected by many different variables, as noted within the addendum
to this letter, which makes it impractical to identify the sensitivity of
changes in these underlying causes.
Additionally, the Company supplementally advises the Staff that it
monitors the sensitivity of changes to factors affecting “Pensions” and “Stock-Based
Compensation” and, historically, the impact has been immaterial due in part to
the relatively small annual expense amounts (e.g., less than $50 million
annually for “Pensions” and $30 million for “Stock-Based Compensation”).  For example, a 25 basis point change in the
expected rate of return and discount rate assumptions would change pension
expense by approximately $1 million and $2 million, respectively, per year.  Due to the relatively low dollar impact to “Pension”
and “Stock-Based Compensation” expense, the Company has not included the
sensitivity in our past filings.  If the
impact on “Pensions” and “Stock-Based Compensation” becomes more significant,
we will include disclosure as to the sensitivities in future filings, as
appropriate.

Results of Operations, page 69

Selected Car Rental, Equipment Rental…Table, page 72

5.              Refer to footnote (b) to
the table. We note that the non-GAAP measure “car rental rate revenue” includes
optional 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 rental revenues reported in the statement of operations for
each respective period presented). In this regard, please explain to us and
disclose in all filings in which this measure is presented, 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.

In response to the Staff’s
comment, the Company will expand its disclosure in future filings to further
explain that the optional insurance products are packaged within certain
negotiated corporate, government and membership programs and within certain
retail rates being charged.  Based upon
these existing programs and rate packages, management believes that these
optional insurance products should be included in the daily pricing of car rental
transactions.  On the other hand, non-rental
rate revenue items

such as refueling and
concession pass-through expense items are driven by factors beyond the control
of management; (i.e. the price of fuel and the concession fees charged by
airports).  Additionally, NeverLost units
are an optional revenue product which management does not consider to be part
of their daily pricing of car rental transactions.  The Company
supplementally advises the Staff that the above disclosure was included within
the Company’s Form 10-Q filed with the Commission on May 9, 2008.

We believe “car rental
rate revenue,” as a supplemental measure, is meaningful to both management and
investors in that it highlights the impact that management has over the daily
pricing of car rental transactions and therefore provides an additional level
of transparency for investors.

6.              Refer to footnote (c) to
the table. We believe 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 specifically 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 point 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 disclosure 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).

In response to the Staff’s comment, the Company will
change this presentation in all future filings, to be clear that the Company
has only two reportable segments.  “Corporate
and other” was not intended to be a reportable segment and has now been labeled
“other reconciling items” in the Company’s FAS 131 required reconciliation of
its reportable segments to the consolidated Company amounts in the Company’s
segment footnote.  In the Management’s
Discussion and Analysis of Financial Condition and Results of Operations (“MD&A:)
section of our filings, the Company will only present adjusted pre-tax income
(loss) for its reportable segments and, as such “corporate and other” will be
removed in all future filings.  Further,
the Company will disclose that “other reconciling items” include general
corporate expenses, certain interest expense (including, net interest on
corporate debt), as well as other business activities, such as our third party
claim management services.  It should be
noted that these other business activities comprise less than one percent of total
revenues and are deemed immaterial by the Company.  The Company supplementally advises the Staff
that the above disclosure was included within the Company’s Form 10-Q
filed with the Commission on May 9, 2008.
Additionally, the Company requests that the Staff refer to our response
to comment 9 below for further information on our segments.

Year Ended December 31, 2007 Compared with
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 (loss) 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 factors that
affect this ratio for each reportable segment and the relationship 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.

In response to the Staff’s comment, the Company
proposes the following expanded disclosure with the additional information
noted in bold, italicized text and deleted information noted with a
strikethrough.

Adjusted pre-tax income for our car rental segment of
$609.1 million increased 29.0% from $472.3 million for the year ended
December 31, 2006. The increase was primarily due to transaction day
improvement and lower total expenses as a percentage of revenues.  Adjustments to our car
rental GAAP pre-tax amount for the years ended December 31, 2007 and 2006
totaled $140.5 million and $98.8 million, respectively.  See our “Results of Operations” footnote c
for a summary and description of these adjustments.  Adjusted pre-tax income for our car rental
segment as a percent of its revenues increased from 7.4% to 8.8%.

Adjusted
pre-tax income for our equipment rental segment of $373.8 million
increased 8.2% from $345.5 million for the year ended December 31, 2006.
The increase was primarily due to increased rental volumes and lower total
expenses as a percentage of revenues.  Adjustments to our equipment rental GAAP pre-tax
amount for the years ended December 31, 2007 and 2006 totaled $65.3
million and $76.0 million, respectively.
See our “Results of Operations” footnote c for a summary and description
of these adjustments.  Adjusted pre-tax
income for our equipment rental segment as a percent of its revenues increased
from 20.7% to 21.3%,

Adjusted
pre-tax loss for “Corporate and other” of $322.2 million decreased 2.7%
from $331.1 million for the year ended December 31, 2006. The
decrease was primarily due to a decrease in interest expense, partly offset by
an increase in selling, general and administrative expenses.

The
ratio of adjusted pre-tax income to revenues for our two segments reflects the
different environments in which they operate.
Our infrastructure costs are higher within our car rental segment due to
the number and type of locations in which it operates and the corresponding
headcount.  Within the equipment rental
segment, our revenue earning equipment generates lower depreciation expense due
to its longer estimated useful life.

The
Company supplementally advises the Staff that disclosure similar to that noted
above was included within the Company’s Form 10-Q filed with the
Commission on May 9, 2008.

For
the Staff’s convenience, the Company has included below a copy of footnote c
being referred to above.

  Year Ended December 31, 2007

  Car

  Rental

  Equipment

  Rental

  Income (loss) before income taxes and minority interest

  $

  468.6

  $

  308.5

  Adjustments:

  Purchase accounting(1)

  35.3

  58.1

  Non-cash debt charges(2)

  66.5

  11.2

  Restructuring charges

  64.5

  4.9

  Vacation accrual adjustment(3)

  (25.8

  )

  (8.9

  )

  Adjusted pre-tax income (loss)

  $

  609.1

  $

  373.8

  Year Ended December 31, 2006

  Car

  Rental

  Equipment

  Rental

  Income (loss) before income taxes and minority interest

  $

  373.5

  $

  269.5

  Adjustments:

  Purchase accounting(1)

  23.8

  64.7

  Non-cash debt charges(2)

  75.0

  11.3

  Adjusted pre-tax income (loss)

  $

  472.3

  $

  345.5

(1)                                  Includes the purchase accounting effects
of the Acquisition and any subsequent acquisitions on our results of operations
relating to increased depreciation and amortization of tangible and intangible
assets and accretion of revalued workers’ compensation and public liability and
property damage liabilities.

(2)                                  Non-cash debt charges represent the
amortization of deferred debt financing costs and debt discounts. During the
year ended December 31, 2007, also includes $20.4 million associated
with the ineffectiveness of our HVF swaps and the write-off of
$16.2 million of unamortized debt costs associated with a debt
modification. During the year ended December 31, 2006, also includes
$1.0 million associated with the reversal of the ineffectiveness of our
HVF swaps.

(3)                                  Represents a decrease in the employee
vacation accrual during the year ended December 31, 2007, relating to a
change in our U.S. vacation policy which now provides for vacation entitlement
to be earned ratably throughout the year versus the previous policy which
provided for full vesting on January 1 each year.

8.              In the discussion of the
results of your reportable segments, expand your disclosure to address all
significant amounts affecting each segment, including all material items that
reconcile the segment measure of profit and loss to the comparable GAAP and
consolidated results, for all periods presented. For example, it appears that
non-cash debt charges for car rental for 2007 and 2006 and purchase accountin