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January 7, 2010

VIA EDGAR

Ms. Lyn Shenk

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Hertz Global Holdings, Inc.

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. Shenk:

This letter sets forth the responses of Hertz Global
Holdings, Inc. (the “Company”) to the comments contained in your letter,
dated December 22, 2009, relating to the Hertz Global Holdings, Inc. Form 10-K
for the year ended December 31, 2008 filed with the Securities and
Exchange Commission (the “Commission”) on March 3, 2009, The Hertz
Corporation Form 10-K for the year ended December 31, 2008 filed with
the Commission on March 5, 2009, and the Company’s Definitive Proxy
Statement on Schedule 14A filed with the Commission on April 15, 2009.  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.

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

Risk Factors, page 32

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

In
response to the Staff’s comment, the Company will revise its disclosure in
future filings to remove any implication that material risks are not discussed.

Management’s Discussion and Analysis, page 69

Results of Operations, page 85

2.              Please revise to discuss
results of operations by reportable segment consistent with Note 9 to your
financial statements.

In response to the Staff’s comment, the Company will
revise its disclosure in future filings to provide discussion and analysis of
the results of operations of our reportable segments as defined in Note 9 of
its financial statements.

3.              Please consider revising
your disclosure to quantify amounts of various subcategories of direct
operating expenses in a table, including columns for dollar and percentage
changes.

In response to the Staff’s comment, the Company will
revise its disclosure in future filings to quantify amounts of various
subcategories of direct operating expenses in a table, including columns for
dollars 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 statements 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 “Interpretation: Commission Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations” available on our website at
http://www.sec.gov/rules/interp/33-8350.htm for guidance.

In response to the Staff’s comment, the Company will revise
its disclosure in future filings to enhance its 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.

Notes to Consolidated Financial Statements, page 127

Note 10: Litigation and Guarantees, page 169

5.              A large portion of your
disclosure is dedicated to providing the history of the legal proceedings in
various cases in which you are involved, including the dates of various
motions, petitions, appeals, and hearings.
In addition, your disclosure includes a significant amount of legalese,
including statements such as: “we filed an interlocutory appeal,” “we filed a
petition for leave to appeal,” “motion for certification seeking to have the
interpretation of Nevada Revised Status Section 482.31575 certified,” “plaintiff
asserted…common 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 conclusion as to the 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
potentially material, each of these matters is, or could be, to you.  We believe your disclosure would be much more
useful to investors if it was focused on describing the 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 the likelihood of a loss contingency with respect to each
case and the related amount.  Please note
that for matters where you judge the likelihood of loss to be reasonably possible
or probable but for which you believe the amount of loss cannot 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 amount within the range
appears to be a better estimate than any other amount within the range, the
minimum amount in the range should be accrued.
Where losses are accrued and arose from a range, you should disclose
whether the accrual was 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.

In response to the Staff’s comment, the Company will
revise its disclosure in future filings to describe the current status of the
cases as well as conclusions relating to the likelihood of a loss contingency
with

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respect to each of the cases disclosed.  There may be changes to this section between
the Staff’s review of the below proposed disclosure and the filing of the
annual report on Form 10-K, but please see below for a model of the
Company’s intended revised disclosure:

“Legal Proceedings

Although
the Company is a party to various legal proceedings, management does not
believe that any of the matters resolved, or pending against, the Company
during 2009 is material to the Company and its subsidiaries taken as a
whole.  However, for purpose of providing
background, we have summarized below various legal proceedings to which the
Company was and/or is a party during 2009 or the period after December 31,
2009 but before the filing of this Annual Report on Form 10-K.

1.                                       Hertz Equipment Rental Corporation, or “HERC,”
Loss Damage Waiver

On August 15, 2006,
Davis Landscape, Ltd., individually and on behalf of all others similarly
situated, filed a complaint against Hertz Equipment Rental Corporation, or “HERC”,
in the United States District Court for the District of New Jersey.  In November 2006, the complaint was
amended to add another plaintiff, Migeul V. Pro, and more claims.  The Davis Landscape matter purports to be a
nationwide class action on behalf of all persons and business entities who
rented equipment from HERC and who paid a Loss Damage Waiver, or “LDW,”, or an
Environmental Recovery Fee, or “ERF”. The plaintiffs seek a declaratory
judgment and injunction prohibiting HERC from engaging in acts with respect to
the LDW and ERF charges that violate the New Jersey Consumer Fraud Act and
claim that the charges violate the Uniform Commercial Code.  The plaintiffs also seek an unspecified
amount of compensatory damages with the return of all LDW charges paid,
attorneys’ fees and costs as well as other damages.

The
court has granted class certification, denied our motion for summary judgment
and the case is in the discovery stage.

2.                                       Concession Fee Recoveries

On October 13, 2006,
Janet Sobel, Daniel Dugan, PhD. and Lydia Lee, individually and on behalf
of all others similarly situated v. The Hertz Corporation and Enterprise
Rent-A-Car Company, or “Enterprise”, was filed in the United States District
Court for the District of Nevada.  The
plaintiffs have agreed to not pursue claims against Enterprise for the time
being and the case has thus far only proceeded against Hertz.  The Sobel case purports to be a nationwide
class action on behalf of all persons who rented cars from Hertz at airports in
Nevada and were separately charged airport concession recovery fees by Hertz as
part of their rental charges. The plaintiffs seek an unspecified amount of
compensatory damages, restitution of any charges found to be improper and an
injunction prohibiting Hertz from quoting or charging those airport fees that
are alleged not to be allowed by Nevada law. The complaint also seeks attorneys’
fees and costs. Certain documents were produced and depositions were
taken.  The parties have each filed
motions for summary judgment, and the motions are now before the court awaiting
a decision.

3.                                       Telephone Consumer Protection Act

On May 3, 2007, Fun
Services of Kansas City, Inc., individually and as the representative of a
class of similarly-situated persons, v. Hertz Equipment Rental Corporation was
commenced in the District Court of Wyandotte County, Kansas (the case was
subsequently transferred to the District Court of Johnson County, Kansas.)  The Fun Services matter purports to be a class
action on behalf of all persons in Kansas and throughout the United States who
on or after four years prior to the filing of the action were sent facsimile
messages of advertising materials relating to the availability of property,
goods or services by HERC and who did not provide express permission for
sending such faxes. The plaintiffs seek an unspecified amount of compensatory
damages, attorney’s fees and costs.  In August 2009,
the court issued an order that stayed all activity in the litigation pending a
decision by the Kansas Supreme Court in Critchfield Physical Therapy, Inc.
v.

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Taranto Group, Inc.,
another Telephone Consumer Protection Act case.
The Kansas Supreme Court is scheduled to hear oral argument in the
Critchfield case on January 28, 2010 and we believe that the stay in the
Fun Services litigation will remain in effect until approximately mid-2010.

4.                                       California Tourism Assessments

The Company is currently
a defendant in a proceeding that purports to be a class action brought by
Michael Shames and Gary Gramkow against The Hertz Corporation, Dollar Thrifty
Automotive Group, Inc., Avis Budget Group, Inc., Vanguard Car Rental
USA, Inc., Enterprise Rent-A-Car Company, Fox Rent A Car, Inc., Coast
Leasing Corp., The California Travel and Tourism Commission, and Caroline
Beteta. Originally filed in November of 2007, the action is pending in the
United States District Court for the Southern District of California, and
plaintiffs claim to represent a class of individuals or entities that purchased
rental car services from a defendant at airports located in California after January 1,
2007. The complaint alleges that the defendants agreed to charge consumers a
2.5% tourism assessment and not to compete with respect to this assessment,
while misrepresenting that this assessment is owed by consumers, rather than
the rental car defendants, to the California Travel and Tourism Commission, or
the “CTTC”. The complaint also alleges that defendants agreed to pass through
to consumers a fee known as the Airport Concession Fee, which fee had
previously been required to be included in the rental car defendants’
individual base rates, without reducing their base rates. Based on these
allegations, the complaint seeks treble damages, disgorgement, injunctive
relief, interest, attorneys’ fees, and costs. The court has dismissed all
claims against the CTTC, and plaintiffs dropped their claims against Caroline
Beteta.  The court also dismissed all
claims against the rental car defendants except for the federal antitrust
claim.  The plaintiffs’ have appealed the
dismissal of their claims against the CTTC to the United States Court of
Appeals for the Ninth Circuit.  The
remaining claim against the Company, the federal antitrust claim, is in the
discovery stage.

The Company is currently
a defendant in a consolidated action captioned “In re Tourism Assessment Fee
Litigation” pending in the United States District Court for the Southern District
of California.  Originally filed as two
separate actions in December of 2007, the consolidated action purports to
be a class action brought on behalf of all persons and entities that have paid
an assessment since the inception of the Passenger Car Rental Industry Tourism
Assessment Program in California on January 1, 2007.  The other defendants include various of our
competitors, including Avis Budget Group, Inc., Vanguard Car Rental USA, Inc.,
Dollar Thrifty Automotive Group, Inc., Advantage Rent-A-Car, Inc.,
Avalon Global Group, Enterprise Rent-A-Car Company, Fox Rent A Car, Inc.,
Beverly Hills Rent-A-Car, Inc., Rent4Less, Inc., Autorent Car Rental, Inc.,
Pacific Rent-A-Car, Inc., ABC Rent-A-Car, Inc., as well as The
California Travel and Tourism Commission, and Dale E. Bonner.  The district court has dismissed all of
plaintiffs’ claims against all defendants.
The complaint sought injunctive and declaratory relief, that all
assessments collected and to be collected be held in trust, unspecified
monetary damages, interest, attorneys’ fees and costs.  Plaintiffs have appealed to the United States
Court of Appeals for the Ninth Circuit.

5.                                       Patent Infringement

On February 19,
2007, we filed an action entitled The Hertz Corporation and TSD Rental LLC v.
Enterprise Rent-A-Car Company and The Crawford Group, Inc.  The suit was filed in the United States
District Court for the District of Massachusetts alleging that Enterprise
unlawfully engaged in anticompetitive and unfair and deceptive business
practices.  On September 25, 2007,
we filed a second lawsuit, also captioned The Hertz Corporation and TSD Rental
LLC v. Enterprise Rent-A-Car Company and The Crawford Group, Inc. in the
United States District Court for the District of Massachusetts seeking a
declaratory judgment that a newly issued patent to Crawford is not infringed by
Hertz and is invalid and unenforceable. These two cases were later consolidated
and, eventually settled for an immaterial amount in June 2009.

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6.                                       Public Liability and Property Damage

We are currently a
defendant in numerous actions and have received numerous claims on which
actions have not yet been commenced for public liability and property damage
arising from the operation of motor vehicles and equipment rented from us and
our licensees.  The obligation for public
liability and property damage on self-insured U.S. and international vehicles
and equipment, as stated on our balance sheet, represents an estimate for both
reported accident claims not yet paid, and claims incurred but not yet
reported.  The related liabilities are
recorded on a non-discounted basis.
Reserve requirements are based on actuarial evaluations of historical
accident claim experience and trends, as well as future projections of ultimate
losses, expenses, premiums and administrative costs. At December 31, 2009