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[Letterhead
of Debevoise & Plimpton LLP]

July 9, 2010

BY EDGAR AND OVERNIGHT
COURIER

Securities and Exchange
Commission

Mail Stop 3628

100 F. Street, N.E.

Washington, DC 20549

  Attention:

  Amanda
  Ravitz, Esq.

  Nicholas
  P. Panos, Esq.

Re:  Hertz Global Holdings, Inc.

Registration
Statement on Form S-4 (Registration No. 333-167085)

Dollar
Thrifty Automotive Group, Inc.

Current
Report on Form 8-K filed July 6, 2010

Dear Ms. Ravitz and Mr. Panos:

On May 25, 2010, Hertz
Global Holdings, Inc. (“Hertz”) filed a registration statement on Form S-4
(the “Registration Statement”), relating to the proposed acquisition of Dollar
Thrifty Automotive Group, Inc. (“Dollar”) by Hertz, pursuant to a merger,
described below.  That registration
statement included a preliminary proxy for a special meeting of Dollar
stockholders to approve the merger (the “Special Meeting”).  On July 6, 2010, Dollar filed a Current
Report on Form 8-K, reporting the record date for that Special Meeting,
which will be reflected in an amendment to the Registration Statement expected
to be filed with the Commission in the near future.  This letter is in response to your oral
comment received on July 8, concerning the timing of the record date for
the Special Meeting in light of Rule 14a-13(a).

Background

On April 25, 2010,
Hertz, Dollar and HDTMS, Inc., a wholly-owned subsidiary of Hertz (“Merger
Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which Hertz agreed to acquire Dollar through a merger of Merger Sub
with and into Dollar (the “Merger”).  If
the Merger is consummated, Dollar stockholders (other than those that have
properly exercised their appraisal rights in accordance with Delaware law) will
receive a combination of shares of Hertz common stock (the “Stock Merger
Consideration”) and cash.  The Merger is
subject to customary closing conditions, including approval of the Merger by
the owners of a majority of Dollar’s outstanding common stock.

Following execution of, and
in accordance with, the Merger Agreement, Hertz and Dollar prepared and filed
the Registration Statement with the Securities and Exchange Commission (the “Commission”).  On June 25, 2010, the staff of the
Commission (the “Staff”) notified Hertz that it would not have substantive comments
on the Registration Statement and that, subject to submission of an acceptable
form of legal opinion to be delivered with respect to the issuance of

the Stock Merger
Consideration, Hertz could request accelerated effectiveness of the Registration
Statement.  Upon receipt of that news,
Dollar quickly convened a meeting of its Board of Directors on July 2,
2010.  We understand that at this meeting
Dollar’s Board delegated to Dollar’s Chairman and Chief Executive Officer
authority to establish (i) the date of the Special Meeting and (ii) the
record date for establishing the stockholders entitled for vote at the Special
Meeting.  We further understand that,
pursuant to the authority granted at the meeting, on July 6, 2010, the
next business day, Dollar’s Chairman and Chief Executive Officer fixed August 18,
2010 as the date of the Special Meeting, and July 16, 2010 as the
applicable record date for the Special Meeting (the “Record Date”).  Dollar filed the Form 8-K on July 6,
2010, giving notice of the Special Meeting and the Record Date.

Discussion

Under Rule 14a-13(a)(1),
if a registrant knows that securities of any class entitled to vote at a
meeting subject to proxy solicitation are held of record by a broker, dealer,
voting trustee, bank association or other entity that exercises fiduciary
powers in nominee name or otherwise, the registrant is required to distribute
so-called broker search cards, inquiring with respect to beneficial ownership
of the securities so held of record.  The
timing of such an inquiry is governed by Rule 14a-13(a)(3), which
provides, in pertinent part, that the registrant shall

“[m]ake the inquiry required
by paragraph (a)(1) of this section at least 20 business days prior to the
record date of the meeting of security holders, or (i) if such inquiry is
impracticable 20 business days prior to the record date of a special meeting,
as many days before a record date of such meeting as is practicable . . . or (iii) at
such later time as the rules of a national securities exchange on which
the class of securities in question is listed may permit for good cause shown.
. . .”

We understand that Dollar
caused broker search cards, including the Record Date, to be issued on July 6,
2010, the same date that the Record Date was fixed.  We respectfully submit that doing so was fully
consistent with Rule 14a-13(a)(3) for the reasons set forth below.

Dollar’s common stock is
listed on the New York Stock Exchange (the “NYSE”).  Rule 402.05 of the NYSE Listed Company
Manual provides, in relevant part:

“Companies or others
soliciting proxy material through brokers must make inquiry of brokers at least
10 days in advance of the record date before the meeting in order to determine
the number of sets of proxy soliciting materials necessary to enable brokers to
supply each beneficial owner with a set. A return postcard should be provided
for this purpose and should also indicate an agreement to reimburse
out-of-pocket expenses incurred in handling the material. Should it become
impossible for an inquiry to be made of brokers at least 10 days before the
record date, the Exchange must be advised immediately.”

As noted above, under Rule 14a-13(a)(3)(iii),
the requirement that broker search cards be distributed at least 20 business
days prior to the record date of a special meeting may be

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shortened to “such later
time as the rules of a national securities exchange on which the class of
securities in question is listed may permit for good cause shown. . . .” NYSE Rule
402.05 requires that broker search cards be distributed a minimum of 10
calendar days, rather than 20 business days, prior to the record date of a
special meeting.  Accordingly, the fact
that Dollar issued broker search cards 10 calendar days prior to the Record
Date is sufficient under Rule 14a-13(a)(3)(iii), subject to good cause
shown.(1)

Dollar had good cause for
establishing the July 16 Record Date, including the following:

·                  Under Section 6.01(b)
of the Merger Agreement, Dollar was under a contractual obligation “as soon as
reasonably practicable following the date of this Agreement [i.e., April 25, 2010], to take all actions necessary to
duly call, give notice of, convene and hold a meeting of its stockholders” to
obtain stockholder approval of the Merger;

·                  The longer the
Merger is pending, the greater the risk that Dollar will be unable to retain
and motivate key personnel;

·                  The longer the
Merger is pending, the greater the risk that customers, suppliers, franchisees,
partners (including airport authorities) and others that deal with Dollar will
defer entering into contracts with Dollar, defer making decisions concerning
Dollar or seek to change existing business relationships with Dollar;

·                  Under Section 5.01
of the Merger Agreement, prior to the consummation of the Merger, Dollar is
severely constrained in the conduct of its business, including limitations on
its ability to incur debt, make acquisitions and dispositions, modify its
equity capital structure, modify employee benefit arrangements, amend its
organizational agreements, make capital expenditures and other investments, any
of which could materially impair Dollar’s business;

·                  Delay in the
consummation of the Merger will delay the receipt by Dollar’s stockholders of
the Merger consideration, which is fixed under the Merger Agreement;

·                  The proxy
solicitors retained in connection with the Special Meeting have reported that
10 calendar days will be more than adequate to obtain timely response to broker
search cards;

·                  The proxy
solicitors also report that, in light of the increased turnover in Dollar
common stock following announcement of the Merger, conducting a broker

(1)               Importantly,
the NYSE’s 10 day broker inquiry rule appears to have pre-dated the
predecessor to Rule 14a-13(a) (which only required a 10 day inquiry),
and the commentary in its adopting release (Release No. 34-13719, dated
July 5, 1977), suggests that the words “for good cause shown” relate to an
exchange’s ability to shorten the 10 day period for deferred or late inquiries,
rather than to place a separate burden on the Commission to find good cause in
individual circumstances.

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search
inquiry 10 calendar days, rather than 20 business days, prior to the Record
Date, should elicit responses that more accurately reflect the true beneficial
ownership of Dollar’s stock as of the Record Date; and

·                  Dollar and Hertz
have both been advised by the proxy solicitors that registrants listed on the
NYSE typically follow the NYSE 10 calendar day advance notice requirement of
NYSE Rule 402.05 in connection with special meetings, rather than 20
business days.  We would be happy to
provide examples of several significant recent merger transactions where the
inquiry was conducted 10 days or less prior to the record date.  Accordingly, purported reliance by any market
participant upon an anticipated 20 business day notice of a record date would
be misplaced.

In addition, while it is
true that the Merger remains under consideration by the FTC, Hertz and Dollar
have agreed upon procedures with the FTC that it is believed will facilitate
timely review.  Moreover, the fact that
there is more than one outstanding condition to the closing of the Merger does
not mean that the removal of each such contingency does not lessen (albeit not
eliminate) many of the negative impacts resulting from the protracted pendency
of the Merger.

We also respectfully submit
that providing broker search cards 20 business days prior to the July 16
record date was impracticable within the meaning of Rule 14a-13(a)(3)(i).  Dollar and Hertz had not anticipated clearing
the Staff comment process on the Registration Statement on June 25, 2010,
and consequently were not in a position to determine when a special meeting and
associated record date could be fixed.(2) For the same reason, Dollar was not
in a position to initiate a broker search inquiry because under Rule 14a-13(a)(1)(ii)(B) any
such inquiry must include the record date of the applicable stockholder
meeting.  Acting as soon as practicable,
Dollar convened a meeting of its directors on July 2, and the date of the
Special Meeting and related Record Date was fixed and published on July 6,
the next business day.  Only then was it
practicable for Dollar to issue broker search cards including that Record
Date.  We note that impracticability of
this nature appears to have been demonstrated to, and respected by, the Staff
in the past.  In an October 8, 2009
letter responding to Staff comments to Amendment 3 to Form S-4 of Two
Harbors Investment Corp. (File No. 333-160199, filed September 22, 2009),
counsel to Two Harbors sought to explain why a record date only seven days
after the mailing of broker search cards complied with Rule 14a-13:

“Because Capitol announced
the record date on September 17, 2009 and the date of the Special Meetings
on September 24, 2009, it was not practicable to mail broker search letters
20 business days prior to the record date.
Capitol mailed such broker search letters on September 17, 2009,
and is therefore in compliance

(2)               In Release
No. 34-20021, dated July 28, 1983, the Staff noted that the
impracticability exception was added in response to commentators that asserted
the “compliance with the proposal might not be possible in the context of
certain special meetings of security holders called on short notice because
issuers may not know 20 days in advance of the record date that such a meeting
will be called.”  This appears to be just
such an instance.

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with Section 14a-13.”

The fact that the Two
Harbors’ final S-4 reported no change in the record date suggests that the
Staff did not dispute the impracticability of earlier broker search inquiry.

On the basis of the
foregoing, we respectfully submit that the July 16, 2010 Record Date for
the Special Meeting is consistent with Rule 14a-13.

Given the significance and
urgency of this matter, your timely response would be most appreciated.  Please call me at (212) 909-6036 or Jack
Allen at (212) 909-6611 at your earliest convenience.

  Respectfully submitted,

  /s/ Steven J. Slutzky

  Steven J. Slutzky

  cc:

  Jeff Zimmerman

  (Hertz Global
  Holdings, Inc.)

  Vicki Vaniman

  (Dollar Thrifty Automotive
  Group, Inc.)

  Jack Allen

  (Debevoise &
  Plimpton LLP)

  Paul Shim

  (Cleary Gottlieb
  Steen & Hamilton LLP)

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