SecProbe.io

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 CORRESP

 Simpson Thacher & Bartlett LLP
 900 G S TREET , NW
 W ASHINGTON , D.C. 20001

 TELEPHONE :
 +1-202-636-5500
 FACSIMILE :
 +1-202-636-5502

 Direct Dial Number (202) 636-5839

 E-mail Address
 jonathan.corsico@stblaw.com

 April 18, 2025
 VIA EDGAR

 Re:  Herc Holdings Inc.
 H&E Equipment Services, Inc.
 Schedule TO-T filed by HR Merger Sub Inc. and
 Herc Holdings Inc. on March 19, 2025, as amended
 April 16, 2025
 File No. 005-82531
 Registration Statement on Form
 S-4 filed by Herc Holdings Inc. on March 19, 2025
 File No. 333-285912
 Shane Callaghan, Esq.
 Securities and Exchange Commission Division of Corporation
Finance Office of Mergers & Acquisitions 100 F
Street, N.E. Washington, D.C. 20549 Dear
Mr. Callaghan: On behalf of our client Herc Holdings Inc. (the “Company”), we hereby transmit via EDGAR for filing with
the Securities and Exchange Commission (the “Commission”) (i) Amendment No. 2 to the above-referenced Schedule TO (the “Amended Schedule TO”), which further amends the Schedule TO-T
filed by HR Merger Sub Inc. (“Merger Sub”) and the Company on March 19, 2025, as amended April 16, 2025 (SEC File No. 005-82531) (the “Schedule TO”), and (ii) Amendment
No. 1 to the above-referenced Form S-4 (the “Amended Registration Statement” and, together with the Amended Schedule TO, the “Amended Filings”), which amends the Form S-4 filed by the Company on March 19, 2025 (SEC File No. 333-285912) (the “Registration Statement”). The Schedule TO and the Registration Statement have
been revised in response to the Staff’s comments and to reflect certain other changes.

 NEW YORK

 BEIJING

 BOSTON

 BRUSSELS

 HONG KONG

 HOUSTON

 LONDON

 LOS ANGELES

 PALO ALTO

 SÃO PAULO

 TOKYO

 Securities and Exchange Commission

 2

 April 18, 2025
 In addition, we are providing the following responses to your comment letter, dated
April 1, 2025, regarding the Schedule TO and the Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below. The responses and information described below are based upon information
provided to us by the Company. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Amended Filings. Schedule
 TO-T and Form S-4, each filed March 19, 2025 General

 1.
 We note the audited financial statements of Herc for the fiscal years ended December 31, 2022,
December 31, 2023, and December 31, 2024 that have been incorporated by reference in response to Item 10 of Schedule TO. Where a filing person elects to incorporate by reference the information required by Item 1010(a) of Regulation M-A, all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 6 to Item 10 of Schedule TO and Telephone Interpretation
I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations.” Please revise your disclosure to include the information required by Item 1010(c) of Regulation M-A
and disseminate the amended disclosure as required by Exchange Act Rule 14d-4(d).
 The Company respectfully acknowledges the Staff’s comment and has revised the Amended Filings to include the summarized financial
information required by Item 1010(c) of Regulation M-A and undertakes to disseminate the amended disclosure as required by Exchange Act Rule 14d-4(d).

 2.
 When a preliminary prospectus is used to commence an exchange offer early under Rule 162, the legend
required by Item 501(b)(10) of Regulation S-K must be tailored appropriately. It may not state that the prospectus is not complete. See Telephone Interpretation I.E.2 in the July 2001 supplement to our
“Manual of Publicly Available Telephone Interpretations.” Please revise. The Company respectfully
acknowledges the Staff’s comment and has revised the legend required by Item 501(b)(10) of Regulation S-K on the cover page of the preliminary prospectus/offer to exchange included in the Amended
Registration Statement accordingly.

 3.
 Please revise your Schedule TO to include Item 11 and Item 12 of Schedule TO. If those items are
inapplicable or the answer is in the negative, so state. See General Instruction E to Schedule TO. The Company
respectfully acknowledges the Staff’s comment and has revised the Amended Schedule TO to include Item 11 and Item 12 of Schedule TO.

 Securities and Exchange Commission

 3

 April 18, 2025
 Withdrawal Rights, page 54

 4.
 We note the following statement made on page 55: “All questions as to the form and validity (including
time of receipt) of any notice of withdrawal will be determined by Merger Sub in their sole discretion.” Please revise this statement to clarify that shareholders are not foreclosed from challenging your determination in a court of competent
jurisdiction. The Company respectfully acknowledges the Staff’s comment and has revised the statement on page
58 of the Amended Registration Statement to clarify that shareholders will not be foreclosed from challenging Merger Sub’s determination in a court of competent jurisdiction.
 Matters Concerning Validity and Eligibility, page 57

 5.
 See comment 4 above. We note the following statement made on page 57: “All questions as to the
validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of H&E shares will be determined by Merger Sub in their sole discretion.” Please revise this statement to clarify that shareholders are not
foreclosed from challenging your determination in a court of competent jurisdiction. Please also revise the last sentence of the first paragraph on page 58 accordingly.
 The Company respectfully acknowledges the Staff’s comment and has revised the statements on page 61 of the Amended Registration Statement
to clarify that shareholders will not be foreclosed from challenging Merger Sub’s determination in a court of competent jurisdiction. Conditions
to the Offer, page 62

 6.
 Refer to the last paragraph of this section, after the bullet points. We note your disclosure that
“[e]xcept as expressly set forth in the Merger Agreement, the foregoing conditions . . . shall be in addition to, and not a limitation of, the rights of Herc and Merger Sub to extend, terminate or modify the Offer pursuant to the terms of the
Merger Agreement.” This statement suggests there are additional conditions that would allow Herc and Merger Sub to extend, terminate or modify the Offer. Please revise to describe all Offer conditions here, or otherwise advise.
 The Company respectfully acknowledges the Staff’s comment and has revised the last paragraph in the section
entitled “Conditions to the Offer” in the Amended Registration Statement to remove the phrase “[e]xcept as expressly set forth in the Merger Agreement”. The Company believes this deletion should eliminate confusion as to whether
there are additional conditions that would allow the Company and Merger Sub to extend, terminate or modify the Offer.

 Securities and Exchange Commission

 4

 April 18, 2025

 7.
 We note the disclosure in the last paragraph of this section that you may assert a condition
“regardless of the circumstances . . . (including any action or inaction by Herc or Merger Sub) . . . .” A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect
control of the bidder, and are drafted with sufficient specificity to allow for objective verification that the Offer conditions have been satisfied. With this in mind, please revise this disclosure to remove the reference to any action or inaction
by Herc or Merger Sub. The Company respectfully acknowledges the Staff’s comment and has revised the statement
on page 67 of the Amended Registration Statement to remove the reference to any action or inaction by the Company or Merger Sub. Source and Amount of
Funds, page 64

 8.
 We note the description of the Commitment Letter, as amended, on page 3 and page 65. Please expand upon the
summary of this letter to include the term, the collateral (if any), and the interest rate. See Item 7 of Schedule TO and Item 1007(d)(1) of Regulation M-A.
 The Company respectfully acknowledges the Staff’s comment and has revised the description of the Commitment Letter on pages 3 and 68 of
the Amended Registration Statement to include the requested additional disclosures.
 *    *    *    *    *
 Please do not hesitate to call me at (202) 636-5839, Benjamin Bodurian at (202) 636-5575 or Katharine Thompson at (202) 636-5860 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

 Very truly yours,

 /s/ Jonathan Corsico

 cc:
 Herc Holdings Inc.
 S. Wade Sheek Milbank LLP
 Derek Winokur Iliana Ongun

United States securities and exchange commission logo
April 18, 2023
Mark Humphrey
Chief Financial Officer
Herc Holdings Inc.
27500 Riverview Center Blvd.
Bonita Springs, FL 34134
Re:Herc Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 14, 2023
File No. 001-33139
Dear Mark Humphrey:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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March 27, 2023

VIA EDGAR CORRESPONDENCE

Scott Stringer

Joel Parker

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Re:  Herc Holdings Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed February 14, 2023

File No. 001-33139

Dear Mr. Stringer:

This letter sets forth the response of Herc Holdings Inc. (the "Company") to the comment contained in your letter dated March 16, 2023, relating to the Company's Form 10-K for the fiscal year ended December 31, 2022 (the "Form 10-K") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with the Securities and Exchange Commission (the "Commission") on February 14, 2023. The comment of the Staff of the Commission (the "Staff") is set forth in bold/italicized text below, and the Company's response is set forth in plain text immediately beneath such comment.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 8. Financial Statements and Supplementary Data

Note 11 - Debt

Accounts Receivable Securitization Facility, page 59

1.You state that the AR Facility is excluded from current maturities of long-term debt as you have the intent and ability to consummate refinancing and extend the term of the agreement.  Please provide us with your analysis supporting your accounting.  Refer to ASC 470-10-45-14.

Response:  The Company respectfully acknowledges the Staff's comment and advises the Staff that it has evaluated the requirements of ASC 470-10-45-14, which permits a short-term obligation to be excluded from current liabilities of an entity if the entity intends to refinance the obligation on a long-term basis and the intent to refinance the short-term obligation on a long-term basis is supported by an ability to consummate the refinancing. ASC 470-10-45-14 requires that the following conditions be met in order for an entity to conclude that it has the ability to consummate the refinancing:

•The agreement used to refinance the short-term obligation does not expire within one year from the date of the entity’s balance sheet and during that period the agreement is not cancelable by the lender (except under certain limited conditions);

•No violation of any provision of the agreement used to refinance the short-term obligation exists at the applicable balance sheet date and no available information indicates that a violation has occurred thereafter but before the balance sheet is issued, or, if one exists at the balance sheet date or has occurred thereafter, a waiver has been obtained, and

•The lender is expected to be financially capable of honoring the agreement used to refinance the short-term obligation.

The Company classified the $335 million AR Facility as long-term debt at December 31, 2022, due to the Company’s intent to refinance the AR Facility on a long term basis and the Company’s ability to consummate such refinancing as evidenced by:

•Under the terms thereof, the Company (i) has the ability to draw on the ABL Credit Facility (as defined in the Form 10-K) dated July 31, 2019, as amended on July 5, 2022, between certain subsidiaries of the Company and Bank of America, N.A., as agent, and the financial institutions from time to time party thereto, for the full amount of the Company’s obligations under the AR Facility; (ii) such borrowings would be on terms exceeding one year (the ABL Credit Facility expires on July 5, 2027) to finance the full obligation under the AR Facility; and (iii) the ABL Credit Facility is not unilaterally cancellable by the lender

•No violation of any provision of the ABL Credit Facility existed at either the balance sheet date or any date thereafter and prior to the issuance of the balance sheet and corresponding representations to such lack of violation made by the management of the Company, and

•The Company’s expectation, based on review of credit worthiness of the lenders under the ABL Credit Facility, is that they are financially capable of and are obligated to perform under the terms of ABL Credit Facility.

Based on the analysis above, management has concluded that the Company had both the intent and the ability to refinance the borrowings under the AR Facility on a long-term basis and, therefore, classification as long-term is appropriate.

In subsequent filings, we acknowledge that it would be appropriate to include disclosure in the notes to the financial statements that the intent of the Company is to fund the AR Facility’s borrowings on a long-term basis either by further extending the maturity date of the AR Facility or by utilizing the capacity available at the balance sheet date under the ABL Credit Facility.

*                        *                     *

If you require additional information or have questions, please do not hesitate to call me at (239) 301-1000.

Sincerely,

/s/ Mark Humphrey

Mark Humphrey

Senior Vice President and Chief Financial Officer

Herc Holdings Inc.

United States securities and exchange commission logo
March 16, 2023
Mark Humphrey
Chief Financial Officer
Herc Holdings Inc.
27500 Riverview Center Blvd.
Bonita Springs, FL 34134
Re:Herc Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 14, 2023
File No. 001-33139
Dear Mark Humphrey:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 8. Financial Statements and Supplementary Data
Note 11- Debt
Accounts Receivable Securitization Facility, page 59
1.You state that the AR Facility is excluded from current maturities of long-term debt as
you have the intent and ability to consummate refinancing and extend the term of the
agreement.  Please provide us with your analysis supporting your accounting.  Refer to
ASC 470-10-45-14.

 FirstName LastNameMark Humphrey
 Comapany NameHerc Holdings Inc.
 March 16, 2023 Page 2
 FirstName LastName
Mark Humphrey
Herc Holdings Inc.
March 16, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
 Mail Stop 4631

June 6 , 2017

Via E-mail
Ms. Barbara L. Brasier
Chief Financial Officer
Herc Holdings Inc.
27500 Riverview Center Blvd.
Bonita Springs, FL  34134

 Re: Herc  Holdings Inc.
  Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 15, 2017
  File No.  1-33139

Dear Ms. Brasier :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief
Office of Manufacturing and
Construction

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May 25, 2017

BY EDGAR SUBMISSION

W. John Cash

Kevin Stertzel

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington DC 20549-4631

Re:    Herc Rentals Inc.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed March 15, 2017

File No. 1-33139

Dear Mr. Cash:

This letter sets forth the response of Herc Holdings Inc. (the "Company") to the comment contained in your letter dated May 15, 2017, relating to the Company's Form 10-K for the fiscal year ended December 31, 2016 (the "Form 10-K") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with the Securities and Exchange Commission (the "Commission") on March 15, 2017.  The comment of the Staff of the Commission (the "Staff") is set forth in bold/italicized text below, and the Company's response is set forth in plain text immediately beneath such comment.

Form 10-K for Fiscal Year Ended December 31, 2016

Financial Statements

Note 21 - Segment Information, page 99

1.

 We note from your disclosures, you offer a variety of services and products in addition to having operations in various key markets.  Please tell us what consideration you have given toward providing product line revenue disclosures in accordance with ASC 280-10-50-40.

Response:  The Company respectfully acknowledges the Staff's comment and advises the Staff that it has evaluated the requirements of ASC 280-10-50-40, which requires a public entity to report the revenues from external customers for each product and service or each group of similar products and services, unless it is impracticable to do so.

The Company believes further breakout of its revenues is not required as the Company discloses on the face of the Consolidated Statements of Operations separate line items for each group of similar products and services, as follows: equipment rental revenue, sales of revenue earning equipment, sales of new equipment and service and other revenues.  The following sets forth each revenue line item and our considerations regarding compliance with ASC 280-10-50-40.

•

 Equipment rental revenue is derived from the rental of our equipment to our customers. The Company considers this rental activity to be one product offering as (i) we offer each type of equipment for rent in each region in which we operate, (ii) the Company makes decisions regarding our revenue earning equipment centrally, including managing relationships with our suppliers and marketing efforts, (iii) our equipment is managed as a pool of assets that can be deployed within the business on as-needed basis within North America and (iv) our customers may operate in various industries but are similar in that each customer may rent from each of the types of equipment the Company offers as the type of equipment is generally not specific to a certain industry.

Mr. W. John Cash

May 25, 2017

Page 2

•

 Sales of revenue earning equipment is viewed as one product line because our equipment is sold through similar sales channels in every region we operate and the decisions regarding the timing and mix of equipment sold are managed centrally.

•

 Sales of new equipment is considered one product line based on similarities in product offerings to customers.

•

 Service and other revenues from products and services offered to customers are similar as they all support the rental activity, such as fueling the equipment, transportation of multiple types of equipment, and training customers on operation and maintenance of the equipment.

For these reasons, we believe that the Company's disclosures comply with ASC 280-10-50-40.

*  *  *

If you require additional information or have questions, please do not hesitate to call me at (239) 301-1000.

Sincerely,

/s/ BARBARA L. BRASIER

Barbara L. Brasier

Senior Vice President and Chief Financial Officer

Herc Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
 Mail Stop 4631

May 15, 2017

Via E-mail
Ms. Barbara L. Brasier
Chief Financial Officer
Herc Holdings Inc.
27500 Riverview Center Blvd.
Bonita Springs, FL  34134

 Re: Herc Holdings Inc.
  Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 15, 2017
  File No.  1-33139

Dear Ms. Brasier :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2016

Financial Statements

Note 21 – Segment Information,  page 99

1. We note from your disclosures, you offer a variety of services and products in addition to
having operations in various key markets.  Please tell us what consideration you have
given toward providing product line revenue disclosures in accordance  with ASC 280 -10-
50-40.

Ms. Barbara L. Brasier
Herc Holdings Inc.
May 15, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may  contact Kevin Stertzel at (202) 551 -3723 , if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3768
with any other questions.

Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief
Office of Manufacturing and
Construction

May 18, 2016

Thomas C. Kennedy
Senior Executive Vice President and Chief Financial Officer
Hertz Global Holdings, Inc.
8501 Williams Road
Estero, FL  33928

Re: Hertz Global Holdings,  Inc.
 Form 10-K for  Fiscal Year Ended December 31, 2015
 Filed February 29, 2016
File No. 01 -33139

Dear Mr. Kennedy :

We have completed our review of your filing .  We remind you that our comment or
changes to disclosure in response to our comment do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

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		SEC Document

May 18, 2016

VIA EDGAR SUBMISSION

Lyn Shenk

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549-3561

Re:                Hertz Global Holdings, lnc.

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 001-33139

Dear Mr. Shenk:

This letter sets forth the response of Hertz Global Holdings, Inc. (“Hertz” or “the Company”) to the comment contained in your letter, dated May 11, 2016, relating to Hertz’s Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on February 29, 2016. The comment of the Staff of the Commission (the “Staff”) is set forth in bold/italicized text below, and the Company’s response is set forth in plain text immediately beneath such comment.

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 1. Business, page 6

1.

 We note you generate revenue from car rentals and franchise fees. Please tell us what consideration you gave to the financial statement disclosures required by ASC 952-605-45 and 50.

Response:  Hertz has considered the financial statement disclosures required by ASC 952-605-45 and 50, noting that the Company’s total franchise fees inclusive of initial franchise fees comprised approximately 1.2%, 1.4%, and 1.3% of total revenues for the years ended December 31, 2015, 2014, and 2013, respectively, and therefore we believe such fees are not material.  Additionally, revenue from franchise fees comprised approximately 1.0% of revenues in our U.S. Car Rental business segment, approximately 3.5% of revenues in our International Car Rental business segment, and less than 0.1% of revenues in our Worldwide Equipment Rental business segment for the years ended December 31, 2015, 2014, and 2013.  In forming its conclusion on materiality, the Company notes that S-X 5-03(b) provides that if income is derived from more than one of the subcaptions described in S-X 5-03.1, each class which is not more than 10 percent of the sum of each of the items may be combined with another class.  Furthermore, the Company does not operate its business in a manner that permits costs to be distinguished between its Company-owned locations and its franchised locations and the change in the number of franchised locations was not significant for the periods presented.

*  *  *

 The Company hereby acknowledges that:

•

  the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

1

We thank the Staff for its courtesies.  If you have any questions regarding this letter, please do not hesitate to call me at (239) 301-7000.

Sincerely,

/s/ Thomas C. Kennedy

Thomas C. Kennedy

Senior Executive Vice President and Chief Financial Officer

Hertz Global Holdings, Inc.

cc:           Theresa Messinese

Securities and Exchange Commission

2

May 11, 2016

Thomas C. Kennedy
Senior Executive Vice President and Chief Financial Officer
Hertz Global Holdings, Inc.
8501 Williams Road
Estero, FL  33928

Re: Hertz Global Holdings,  Inc.
 Form 10-K for  Fiscal Year Ended December 31, 2015
 Filed February 29, 2016
File No. 01 -33139

Dear Mr. Kennedy :

We have reviewed your filing and have the following comment.   In our comment, we
may ask you to provide us with information  so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts a nd circumstances , please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 1. Business, page 6

1. We note you generate revenue from car rentals and franchise fees.  Please tell us what
consideration you gave to the financial statement disclosures required by ASC 952 -605-
45 and 50.

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, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the di sclosure in the filing;

Thomas C. Kennedy
Hertz Global Holdings, Inc.
May 11, 2016
Page 2

 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 or me at 202-551-3380 if you have
questions regarding comments on the financial statements and rel ated matt ers.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

October  21, 201 3

 Via E -mail
 David J. Rosenberg
 Interim Chief Financial  Officer
 Hertz Global Holdings, Inc.
 The Hertz Corporation
 225 Brae Boulevard
 Park Ridge , NJ 07656

Re: Hertz Global Holdings, Inc.
 Form 10-K for Fiscal Y ear Ended December  31, 2012
Filed March  4, 2013
File No. 001 -33139

The Hertz Corporation
 Form 10-K for Fiscal Y ear Ended December 31 , 2012
Filed March 4, 2013
File No. 001 -07541

Dear Mr. Rosenberg :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not asse rt staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

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October 15, 2013

VIA HAND DELIVERY AND EDGAR SUBMISSION

Justin Dobbie

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549-3561

Re:                 The Hertz Corporation

Registration Statement on Form S-4

Filed June 26, 2013

File No. 333-189620

Hertz Global Holdings, lnc.

Form 10-K for Fiscal Year Ended

December 31, 2012

Form 8-K Furnished February 25, 2013

File No. 001-33139

Dear Mr. Dobbie:

Hertz Global Holdings, Inc. (“Hertz Holdings”) and The Hertz Corporation (“Hertz” and, together with Hertz Holdings, the “Companies”) respectfully submit this supplemental letter regarding your letter, dated September 11, 2013, which was written in response to the Companies’ letter to you, dated August 27, 2013, relating to (i) Hertz’s Registration Statement on Form S-4 (as amended or supplemented, the “Registration Statement”) originally filed with the Securities and Exchange Commission on June 26, 2013 and (ii) Hertz Holdings’ Form 10-K for the fiscal year ended December 31, 2012 filed with the Commission on March 4, 2013.

Following the discussions our counsel, William L. Tolbert, Jr. of Jenner & Block LLP, has had with the Staff in connection with our previous correspondence with the Staff regarding our reportable segments, the Companies agree that their future periodic reports (beginning with the periodic report on Form 10-Q for the period ending September 30, 2013), will present their reportable segments as follows:

·                  U.S. Car Rental;

·                  International Car Rental;

·                  Worldwide Equipment Rental; and

·                  All Other Operations (which will include the results of operations of our Donlen operating segment).

We also advise the Staff that Hertz has submitted an amendment to the Registration Statement, which amendment includes financial statements, MD&A and other relevant updates for the period ending June 30, 2013, concurrent with the submission of this letter.

*  *  *

2

The Companies hereby acknowledge that:

·                  the Companies are responsible for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  the Companies 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.

We thank the Staff for its courtesies.  If you have any questions regarding this letter, please do not hesitate to call Mr. Tolbert at (740) 633-9500 or me at (201) 307-2000.

Sincerely,

/s/   David J. Rosenberg

David   J. Rosenberg

Interim   Chief Financial Officer

Hertz   Global Holdings, Inc.

The   Hertz Corporation

cc:           Patrick Kuhn

Lyn Shenk

Ada D. Sarmento

Securities and Exchange Commission

CORRESP
1
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CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-001

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 83 OF THE COMMISSION’S RULES ON INFORMATION AND REQUESTS WITH RESPECT TO THE OMITTED PORTIONS.

September 20, 2013

VIA HAND DELIVERY AND EDGAR SUBMISSION

Justin Dobbie

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549-3561

Re:

The   Hertz Corporation

Amendment   No. 1 to Registration Statement on Form S-4

Filed   August 27, 2013

File   No. 333-189620

Hertz   Global Holdings, lnc.

Form 10-K   for Fiscal Year Ended December 31, 2012

Filed   March 4, 2013

File   No. 001-33139

Dear Mr. Dobbie:

This letter sets forth the responses of Hertz Global Holdings, Inc. (“Hertz Holdings”) and The Hertz Corporation (“Hertz” and, together with Hertz Holdings, the “Companies”) to the comment contained in your letter, dated September 11, 2013, which was written in response to the Companies’ letter to you, dated August 27, 2013 (the “Response Letter”), relating to (i) Hertz’s Registration Statement on Form S-4 (as amended or supplemented, the “Registration Statement”) originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2013 and (ii) Hertz Holdings’ Form 10-K for the fiscal year ended December 31, 2012 filed with the Commission on March 4, 2013. The comment of the Staff of the Commission (the “Staff”) is set forth in bold/italicized text below, and the Companies’ response is set forth in plain text immediately beneath such comment.

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-002

Because of the commercially sensitive nature of certain information contained herein, certain of the information contained in our response to the Staff’s comment is being confidentially submitted pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.  Our response is being provided to the Staff in its entirety, with the portions for which we are requesting confidential treatment underlined and italicized.  The Companies have submitted a separate letter to the Staff in connection with the confidential treatment request, a copy of which has been provided to the Office of Freedom of Information and Privacy Act Operations.  Please note that the version of this letter filed via EDGAR omits confidential information included in the unredacted version delivered to the Staff in hard copy, and the redactions have been noted in the EDGAR version by bracketed asterisks (“[*]”).

Form 10-K for Fiscal Year Ended December 31, 2012

Notes to Consolidated Financial Statements, page 79

Note 11: Segment Information, page 117

1.              We note your response to prior comment 6 indicating certain differences in adjusted pre-tax income margins, year-over-year revenue growth percentages, and fleet costs as a percentage of revenues for your United States, Europe, Other International, and Donlen operating segments and that you acknowledge these differences. We believe that there are dissimilar economic characteristics within each of these segments that would preclude aggregation in accordance with the guidance in ASC 280-10-50-11 and that at least some of these operating segments should be separate reportable segments with all appropriate ASC 280 disclosures. Please revise your segment reporting in future filings and advise us as to your planned presentation.

Response:

As indicated in the Response Letter, we determined in our prior periodic reports to aggregate our United States, Europe, Other International and Donlen operating segments in accordance with ASC 280-10 based on such aggregation being consistent with the objective and basic principles of ASC 280-10 and such segments sharing similar economic characteristics (both quantitative and qualitative) and similar products and services, customers, methods used to distribute products or provide services and regulatory environments.  While we believe that our historical business segment reporting has been appropriate due to such factors, we acknowledge that, as stated in ASC 280-10-55-7C, “[e]valuating similar economic characteristics is a matter of judgment that depends on specific facts and circumstances” and as such have carefully considered the Staff’s position that the economic characteristics among certain of our car rental operating segments may not be sufficiently similar to justify aggregation into a single reportable segment.

2

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-003

Based on a reevaluation of the economic characteristics of our car rental operating segments in light of the Staff’s position, we propose, beginning with the Companies’ Forms 10-Q for the quarterly period ending September 30, 2013, to disaggregate our Donlen operating segment from our other car rental operating segments for purposes of determining our reportable segments, due to our belief at this time that sufficiently dissimilar economic characteristics exist between our Donlen operating segment, on the one hand, and our other car rental operating segments, on the other hand, to justify such disaggregation.

However, we respectfully submit that our United States, Europe and Other International operating segments are appropriately aggregated into a single reportable segment — which we would continue to call our Worldwide Car Rental operating segment — for the reasons discussed in our Response Letter, as supplemented by the following information:

Aggregation is consistent with the objective and basic principles of ASC 280-10.

·                  Presenting the financial results of such operating segments on an aggregated basis provides users of the Companies’ financial statements with all of the information about the Companies’ car rental business helpful to their understanding of the Companies’ performance, assessing the Companies’ prospects for future cash flows and making informed judgments about the Companies.

Such operating segments have similar quantitative economic characteristics.

·                  As set forth in Exhibit A to the Response Letter, the average fleet cost percentage figures calculated based on total fleet costs as a percentage of total revenues for fiscal years 2009 to 2016 for the United States, Europe and Other International operating segments are quantitatively similar at [*]%, [*]% and [*]%, respectively.  Fleet costs as a percentage of revenues is a close substitute for the inverse of gross margin applicable to our business, as it reflects primary fleet costs of our car rental operating segments relative to our revenues.

·                  We believe that this metric is important to the Companies’ management and investors because, similar to gross margin, it allows such parties to evaluate the portion of our total revenues that the primary costs of our car rental fleet, i.e. the expenses associated with the cars themselves, comprise.  In addition, our management makes pricing and fleet management determinations in part based on this metric, in an effort to ensure that the relative portion of our revenues that fleet costs comprise allows us to cover the other costs of providing our services (including the fixed costs associated with our business and selling, general & administrative expenses).  Management is thus able to make operational decisions using this metric that have a potential impact on our profitability.  For example, due to the seasonal aspects of our car rental business (discussed further below), we dynamically manage fleet capacity (and thus

3

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-004

fleet costs associated with such capacity) in response to such seasonal demand changes in order to maintain relatively stable fleet costs as a percentage of revenues.

·                  Also as set forth in Exhibit A to the Response Letter, such operating segments exhibit similar future revenue growth trends, as the averages of the year-over-year revenue growth percentages for each of the fiscal years 2014 to 2016 for the United States, Europe and Other International operating segments are expected to be [*]%, [*]% and [*]%, respectively.

Such operating segments have similar qualitative economic characteristics.

·                  Such operating segments share similar competitive and operating factors, such as price, vehicle availability and quality, service, reliability, rental locations, product innovation, local competition and new entrants into the markets in which they operate, as they each supply a similar customer base with the same basic service (i.e., the provision of cars on a temporary basis).

·                  As each of these car rental operating segments offers the same basic service, such segments (i) similarly generate revenues from the rental of cars and licensee fees, as well as reimbursements by customers of airport concession fees and vehicle licensing costs, fueling charges, and charges for ancillary customer products and services, and (ii) share similar primary operating expenses, such as depreciation expense and lease charges relating to revenue earning equipment (including net gains or losses on the disposal of such equipment).

·                  Each of these car rental operating segments experiences the same seasonal effects, with decreased levels of business in the winter months and heightened activity during spring and summer. To accommodate increased demand, we increase our available fleet and staff during the second and third quarters of the year across all of these segments.

Such operating segments are similar in each of the following areas:

a.              The Nature of the Products and Services

·                  In addition to supplying the same basic service (i.e., the provision of cars on a temporary basis), such operating segments also offer similar products that are ancillary to car rental, such as supplemental equipment (e.g., child seats and ski racks) to enhance the rental experience, loss or collision damage waivers, theft protection, liability and personal accident/effects insurance coverage, Hertz NeverLost navigation systems and satellite radio services.

4

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-005

·                  Such operating segments provide the same basic service on a global basis through our Hertz, Dollar and Thrifty brands.

·                  We implement programs to develop our car rental services in response to changes in consumer demand and technology on a global basis across all of these segments, such as the addition of electric vehicles to our car rental fleet and the implementation of our global car-sharing service, known as Hertz On Demand, as well as various customer loyalty programs.

b.              The Type or Class of Customer for the Products and Services

·                  Each of these operating segments services the same basic class of customers, ranging from customers renting cars for business, leisure or replacement purposes, either in connection with air travel or otherwise.

·                  Each of these operating segments seeks to attract the same class of institutional customers, such as companies needing rental cars for business purposes and insurance and leasing companies and car dealers needing rental cars for replacement purposes.

·                  We maintain relationships with customers, such as large multinational companies, that are serviced on a global basis across these operating segments.

c.               The Methods Used to Distribute the Products or Provide the Services

·                  These operating segments share common infrastructure related to the provision of our car rental services, such as worldwide reservation centers, sales and marketing programs, website architecture and various back-office functions, including critical information technology systems and coordinated teams responsible for managing certain aspects of our car rental business on a global basis, such as the terms on which certain customers are eligible to pay for our services using Hertz charge accounts.

·                  Our car rental services provided by these operating segments are marketed in the same manner, through a combination of advertising using a variety of traditional media channels, such as television and newspapers, direct mail and the Internet, travel industry business partnerships and press and public relations activities.

·                  These operating segments also share common infrastructure to manage and maintain our global car rental fleet, including worldwide fleet purchasing

5

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-006

programs and the Hertz Contribution Management System, which balances the need for management of fleet planning, pricing and yield based on capacity constraints across all such operating segments.

·                  We contract with globally based vendors and suppliers, such as car manufacturers, to maintain our global car rental fleet across all of these segments.

·                  We also partner with third parties, such as airlines, hotel chains and traditional and on-line travel agents, on a global basis to enhance our ability to market and provide our car rental services across all of these segments.

·                  Each of these operating segments generates a substantial amount of its business from car rental services provided to our business and leisure customers at company-operated on-airport locations by obtaining concessions or similar leasing, licensing or permitting agreements or arrangements granting us the right to conduct a car rental business at airports within the respective regions in which such segments conduct our car rental operations.

·                  In addition to renting cars through company-operated locations in each of these segments, we in certain cases grant independent licensees or franchisees the right to rent cars that they own using our Hertz, Dollar and/or Thrifty brands, which licensing or franchising is utilized in each of these operating segments.

d.              The Nature of the Regulatory Environment

·                  Each of these operating segments is subject to similar regulations in the areas of taxes, automobile-related liability, insurance rates, insurance products, consumer privacy, data security, employment matters and cost and fee recovery in the respective geographic region in which it operates.

·                  The types of litigation and claims brought against us with respect to our car rental operations in each of these segments are similar.

We would continue to evaluate our segment disclosure on a regular basis to ensure compliance with the guidance in ASC 280.

Determination of Reportable Segments and Sample Presentation

We have considered the quantitative thresholds under ASC 280-10-50-12 for purposes of determining our reportable segments, in light of our proposal that Donlen would constitute a

6

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION – HTZ-007

separate operating segment from our aggregated Worldwide Car Rental segment and Worldwide Equipment Rental segment in future filings.  Our analysis indicates that the reconstituted Worldwide Car Rental segment and the Worldwide Equipment Rental segment, each of which surpasses one or more of the 10% thresholds set forth in ASC 280-10-50-12, would continue to constitute separate reportable segments, and that our Donlen operating segment, which fails to surpass such thresholds, would

September 11, 2013

Via E -mail
Elyse Douglas
Chief Financial Officer
The Hertz Corporation
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, NJ 07656 -0713

Re: The Hertz Corporation
  Amendment No. 1 to Registration Statement on Form S-4
Filed  August 27 , 2013
 File No.  333-189620

Hertz Global Holdings, Inc.
 Form 10 -K for Fiscal Year Ended  December 31, 2012
Filed March  4, 2013
File No. 001 -33139

Dear Ms. Douglas :

We have reviewed your response dated August  27, 2013 and have the following
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances  or do not
believe an amendment is appropriate, 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 Fiscal Year E nded December 31, 2012

Notes to Consolidated Financial Statements, page 79

Note 11: Segment Information, page 117

1. We note your response to prior comment 6 indicating certain differences in adjusted pre -
tax income margins, year -over-year revenue growth percentages , and fleet costs as a
percentage of revenues for your United States, Europe, Other International , and Donlen

Elyse Douglas
The Hertz Corporation
Hertz Global Holdings, Inc.
September 11 , 2013
Page 2

 operating segments  and that you acknowledge these differences.  We believe that there
are dissimilar economic characteristics within ea ch of these segments that would preclude
aggregation in accordance with the guidance in ASC 280 -10-50-11 and that at least some
of these  operating segments  should be separate reportable segments with all appropriate
ASC 280 disclosures.  Please revise your  segment reporting in future filings and advise
us as to your planned presentation.

You may contact Patrick Kuhn at (202) 551 -3308  or Lyn Shenk at (202) 551 -3380  if you
have questions regarding comments on the financial statements and related matters.   Please
contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3469  with any other questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E-mail
 Thomas A. Monson, Esq.

CORRESP
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CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-001

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 83 OF THE COMMISSION’S RULES ON INFORMATION AND REQUESTS WITH RESPECT TO THE OMITTED PORTIONS.

August 27,   2013

VIA HAND DELIVERY AND EDGAR   SUBMISSION

Justin   Dobbie
   Legal Branch Chief
   Securities and Exchange Commission
   Division of Corporation Finance
   100 F Street, N.E.
   Washington, DC 20549-3561

Re:

The   Hertz Corporation

Registration   Statement on Form S-4

Filed   June 26, 2013

File   No. 333-189620

Hertz   Global Holdings, lnc.

Form 10-K   for Fiscal Year Ended

December 31,   2012

Form 8-K   Furnished February 25, 2013

File   No. 001-33139

Dear Mr. Dobbie:

This letter sets forth the responses of Hertz Global Holdings, Inc. (“Hertz Holdings”) and The Hertz Corporation (“Hertz” and, together with Hertz Holdings, the “Companies”) to the comments contained in your letter, dated July 26, 2013, relating to (i) Hertz’s Registration Statement on Form S-4 (as amended or supplemented, the “Registration Statement”) originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2013, (ii) Hertz Holdings’ Form 10-K for the fiscal year ended December 31, 2012 filed with the Commission on March 4, 2013 and (iii) Hertz Holdings’ Form 8-K furnished to the Commission on February 25, 2013. The comments of the Staff of the Commission (the “Staff”) are set forth in bold/italicized text below, and the Companies’ responses are set forth in plain text immediately beneath each such comment.

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-002

Mr. Justin Dobbie

August 27, 2013

Page 2

Hertz and the applicable co-registrants have also today transmitted for filing under the Securities Act of 1933, as amended, pre-effective Amendment No. 1 to the Registration Statement (the “Amendment”), which amends certain information contained in Part II of the Registration Statement.  Where, through the Amendment, Hertz has revised the Registration Statement in response to the Staff’s comments, we have noted the applicable page number in our response.

Because of the commercially sensitive nature of certain information contained herein, certain of the information contained in our response to the Staff’s comment number 6 and Exhibit A to this letter is being confidentially submitted pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.  Our response is being provided to the Staff in its entirety, with the portions for which we are requesting confidential treatment underlined and italicized.  The Companies have submitted a separate letter to the Staff in connection with the confidential treatment request, a copy of which has been provided to the Office of Freedom of Information and Privacy Act Operations.  Please note that the version of this letter filed via EDGAR omits confidential information included in the unredacted version delivered to the Staff in hard copy, and the redactions have been noted in the EDGAR version by bracketed asterisks (“[*]”).

Registration Statement on Form S-4

General

1.              Please confirm supplementally that the offer will remain open for at least 20 full business days to ensure compliance with Rule 14e-1(a). Further, please confirm that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424.

Response: Hertz confirms to the Staff that the exchange offer will remain open for at least 20 full business days to ensure compliance with Rule 14e-1(a) and that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424.  The exchange offer is intended to expire at 12:00 midnight, New York City time, at the end of the 20th business day from the date of commencement.

2.              It appears that you are required to submit and post on your website an Interactive Data File for the financial statements contained in this filing in accordance with Item 601(b)(101)(i) of Regulation S-K. Please revise accordingly.

Response: Hertz acknowledges the Staff’s comment, and has included the requested Interactive Data File exhibit with the Amendment and posted such Interactive Data File on its website.  See page II-34 of the Registration Statement.

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-003

Mr. Justin Dobbie

August 27, 2013

Page 3

Exhibit 5.5

3.              Please delete the last sentence in the penultimate paragraph on page 3 of the opinion or explain how it is not an inappropriate limitation on reliance.

Response: Hertz acknowledges the Staff’s comment, and has filed an amended opinion of Arkansas counsel as Exhibit 5.5 to the Amendment, dated as of August 26, 2013 and with the referenced sentence deleted.  Hertz has also filed an amended opinion of Jenner & Block LLP as Exhibit 5.1 to the Amendment, dated as of the date of the Amendment and referencing the revised opinion of Arkansas counsel and the other previously filed opinions of other local counsel.

Form 10-K for Fiscal Year Ended December 31, 2012

Consolidated Statements of Cash Flow, page 77

4.              Please separately present cash flows from proceeds and payments under revolving lines of credit instead of net cash flows. Refer to the guidance in ASC 230-10-45-14 and 15.

Response: Hertz Holdings acknowledges the Staff’s comment and (i) has included the separate presentation of cash flows from proceeds and payments under revolving lines of credit in the consolidated statements of cash flows for the six months ended June 30, 2013 and 2012 included in Hertz Holdings’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 and (ii) will include such separate presentation in consolidated statements of cash flows included in its future filings (including any subsequent amendment to Part I of the Registration Statement).

Notes to Consolidated Financial Statements, page 79

Note 2: Summary of Significant Accounting Policies, page 79

5.              Please tell us and revise to disclose your accounting policy regarding Gold Plus Rewards points, which may be redeemed for free rental days. We note on page 8 that Gold members accounted for approximately 37% of your worldwide rental transactions.

Response: Hertz Gold Plus Rewards is a program where customers may enroll to receive points for every qualifying U.S. dollar spent on Hertz rentals.  These points may be redeemed by customers for free or discounted prices on future rentals.  Hertz Gold Plus Rewards is considered to be a customer loyalty program.

We recognize the estimated incremental costs of fulfilling the points as they are awarded as an expense on Hertz Holdings’ consolidated statements of operations, and record the

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-004

Mr. Justin Dobbie

August 27, 2013

Page 4

corresponding obligation under “other accrued liabilities” on Hertz Holdings’ consolidated balance sheet.  We have concluded that the obligations under the Gold Plus Rewards program are insignificant in relation to the value of the transactions necessary to earn the awarded points.  In reaching such conclusion as to the relatively inconsequential nature of the obligations under the Gold Plus Rewards program, we considered (i) the factors set forth in Staff Accounting Bulletin (SAB) Topic 13(A)(3)(c), “Inconsequential or perfunctory performance obligations” (for example, that such obligations are not essential to the functionality of the delivered products or services) and (ii) the fact that the awarded points have no cash value and are redeemable only for free or discounted prices on future rentals.  The estimated expense recognized during Hertz Holdings’ latest fiscal year ended December 31, 2012 with respect to the Gold Plus Rewards program was approximately $18.4 million and the estimated liability with respect to the Gold Plus Rewards program as of December 31, 2012 was approximately $8.0 million, each of which is relatively inconsequential when compared to revenues attributable to transactions with our Gold Plus Rewards members.  Hertz Holdings has historically not disclosed and proposes not to disclose its accounting policy for the Gold Plus Rewards program because it does not consider this accounting policy to be significant or material.

Note 11: Segment Information, page 117

6.              We note your acquisitions of Dollar Thrifty and Donlen. Please tell us, and revise to disclose, the specific factors used to identify your reportable segments, including the basis of organization (for example, whether management has chosen to organize the company around differences in products and services, geographic areas, or a combination of factors and whether operating segments have been aggregated). Please refer to ASC 280-10-50-21. As part of your response, please also tell us how you identified your operating segments based on the criteria provided in ASC 280-10-50-1 through 50-9 and provide us with a list of these operating segments. For your operating segments, please tell us how you considered the aggregation criteria in ASC 280-10-50-11 and the quantitative thresholds in ASC 280-10-50-12 in determining your reportable segments. Please be detailed in your response.

Response:

Overview

ASC 280-10-50-5 identifies the chief operating decision maker (the “CODM”) as a function that allocates resources to and assesses the performance of the segments of a public entity.  Our CODM is our Chief Executive Officer (the “CEO”), Mark P. Frissora, who has oversight responsibilities for each of our operating segments.  Mr. Frissora reports directly to the Board of Directors for the financial performance and strategic planning of Hertz Holdings.  Mr. Frissora is responsible for both determining how resources are allocated among the segments and the performance of each segment.

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-005

Mr. Justin Dobbie

August 27, 2013

Page 5

ASC 280-10-50-7 states that an operating segment generally has a segment manager, which is a function and not necessarily a manager with a specific title, that is directly accountable to and maintains regular contact with the CODM to discuss operating activities, financial results, forecasts or plans for the segment.  Hertz Holdings has executive officers, each of whom are directly accountable to our CEO, responsible for presenting to our CEO the operating activities, financial results, forecasts and plans for the segments (or portions thereof) for which he or she is responsible, as follows:

·                  Scott Sider, Group President, Rent A Car Americas, oversees our car rental operations in the United States (including the operations of Dollar Thrifty Automotive Group, Inc. (“Dollar Thrifty”) and its subsidiaries, which we recently acquired in November 2012), Canada, Latin America and the Caribbean.

·                  Michel Taride, Executive Vice President and President, Hertz International, oversees our international car rental operations in Europe, the Middle East, Africa and the Asia-Pacific region.

·                  Tom Callahan, President, Donlen Corporation, oversees the fleet leasing and management services operations of Donlen Corporation, which Hertz Holdings acquired in 2011.

·                  Lois Boyd, Group President, Hertz Equipment Rental Corporation, oversees our worldwide equipment rental operations.

As further discussed below, we have considered our operating segments based on the guidance in ASC 280-10-50-1 through ASC 280-10-50-9, and have concluded that we have a total of five operating segments for purposes of determining our reportable segments.  Accordingly, we have reviewed the guidance in ASC 280-10-50-11 related to the aggregation of our operating segments and in ASC 280-10-50-12 related to quantitative thresholds for separately reporting operating segments to determine our reportable segments.  Based on the foregoing, we have determined that we have two reportable segments — Worldwide Car Rental and Worldwide Equipment Rental.

The four operating segments, as aggregated and included in our Worldwide Car Rental reportable segment, are:

·                  United States;

·                  Europe;

·                  Other International; and

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-006

Mr. Justin Dobbie

August 27, 2013

Page 6

·                  Donlen.

With respect to our Other International car rental operating segment, Michel Taride and Scott Sider collectively serve as its segment manager, with Mr. Sider being responsible for the international rental car operations in the Americas and Mr. Taride being responsible for the international rental car operations elsewhere.

We acquired Donlen Corporation in September 2011 and Dollar Thrifty in November 2012.  The operations of Donlen Corporation are a part of our car rental business in the United States and constitute our Donlen operating segment, which is aggregated with our other car rental operating segments as discussed in greater detail below.  The operations of Dollar Thrifty are in the process of being integrated into our pre-acquisition United States car rental operations and systems and are included within our United States operating segment.

Our Worldwide Equipment Rental operating segment constitutes a reportable segment based on the quantitative thresholds identified in ASC 280-10-50-12.

Operating Segments

To determine our operating segments, we reviewed the definition of an operating segment in ASC 280-10-50-1, which states:

“An operating segment is a component of a public entity that has all of the following characteristics:

a. It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c. Its discrete financial information is available.”

Using the three-part test in this definition, we determined that our operating segments are (1) United States, (2) Europe, (3) Other International, (4) Donlen and (5) Worldwide Equipment Rental, primarily because our CEO regularly reviews each of these segments’ financial information for purposes of evaluating their respective performance and allocating resources among the segments based on such performance.

Mr. Frissora regularly reviews various financial and statistical information in assessing segment performance and deciding how to allocate resources among our operating segments.

CONFIDENTIAL TREATMENT REQUESTED BY HERTZ GLOBAL HOLDINGS, INC. AND THE HERTZ CORPORATION — HTZ-007

Mr. Justin Dobbie

August 27, 2013

Page 7

Our CEO receives weekly Flash Reports and monthly Operating Reviews.  These reports detail car rental financial and statistical information at the United States, Europe, Other International and Donlen levels.  Our CEO assesses performance and decides how to allocate resources as it relates to our car rental business at the United States, Europe, Other International and Donlen levels presented in these reports.  Thus, the organization of our car rental business into these four operating segments comports with the “management approach” to segment reporting called for under ASC 280-10-05-3

July 26 , 2013

Via E -mail
Elyse Douglas
Chief Financial Officer
The Hertz Corporation
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, NJ 07656 -0713

Re: The Hertz Corporation
  Registration Statement on Form S-4
Filed  June 26, 2013
 File No.  333-189620

Hertz Global Holdings, Inc.
 Form 10 -K for Fiscal Year Ended
 December 31, 2012
 Form 8 -K Furnished February 25, 2013
File No. 001 -33139

Dear Ms. Douglas :

We have reviewed your filings  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filings  and providing the re quested
information .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filings  and the information you provide in
response to these  comments, we may have  additional comments .

Registration Statement on Form S -4

General

1. Please confirm supplementally that the offer will remain  open for at least 20 full business
days to ensure compliance with Rule 14e -1(a).  Further, please confirm that the
expiration date will be included in the final prospectus disseminated to security holders
and filed pursuant to the applicable provisions of Rule 424.

Elyse Douglas
The Hertz Corporation
Hertz Global Holdings, Inc.
July 26, 2013
Page 2

 2. It appears that you are required to submit and post on your website an Interactive Data
File for the financial statements contained in this filing in accordance with Item
601(b)(101)(i) of Regulation S -K.  Please revise accordingly.

Exhibit 5.5

3. Please delete the last sentence in the penultimate parag raph on page 3 of the opinion or
explain how it is not an inappropriate limitation on reliance .

Form 10 -K for Fiscal Year Ended December 31, 2012

Consolidated Statements of Cash Flow, page 77

4. Please separately present cash flows from proceeds and paymen ts under revolving lines
of credit instead of net cash flows.  Refer to the guidance in ASC 230 -10-45-14 and 15.

Notes to Consolidated Financial Statements, page 79

Note 2: Summary of Significant Accounting Policies, page 79

5. Please tell us and revise to  disclose  your accounting policy regarding Gold Plus Rewards
points, which may be redeemed for free rental days.  We note on page 8 that Gold
members accounted for approximately 37% of your worldwide rental transactions.

Note 11: Segment Information, pag e 117

6. We note your acquisitions of Dollar Thrifty and Donlen.  Please tell us, and revise to
disclose, the specific factors used to identify your reportable segments, including the
basis of organization (for example, whether management has chosen to organ ize the
company around differences in products and services, geographic areas, or a combination
of factors and whether operating segments have been aggregated).  Please refer to ASC
280-10-50-21.  As part of your response, please also tell us how you ident ified your
operating segments based on the criteria provided in ASC 280 -10-50-1 through 50 -9 and
provide us with a list of these operating segments.  For your operating segments, please
tell us how you considered the aggregation criteria in ASC 280 -10-50-11 and the
quantitative thresholds in ASC 280 -10-50-12 in determining your reportable segments.
Please be detailed in your response.

Form 8 -K Furnished  February 25, 2013

7. We note that you present a full non -GAAP income statement in your quarterly earnings
releases furnished on Forms 8 -K and in your annual report to stockholders.  Please
remove such presentation in future filings.  Refer to Compliance and Disclosure

Elyse Douglas
The Hertz Corporation
Hertz Global Holdings, Inc.
July 26, 2013
Page 3

 Interpre tations, Non -GAAP Financial Measures , Question 102.10 available on our web
site at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

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 Act of 193 3, all
applicable Securities  Act rules , the Securities Exchange Act of 1934 and all applicable Exc hange
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 the event you request acceleration  of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not fore close the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Patrick Kuhn at (202) 551 -3308  or Lyn Shenk at (202) 551 -3380  if you
have questions regarding comments on the financial statemen ts and related matters.   Please
contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3469  with any other questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
cc: Via E-mail
 Thomas A. Monson, Esq.

May 11, 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 Fiscal Year Ended December 31, 2010
Filed February 25, 2011
Form 14A
Filed April 6, 2011 File No. 001 -33139
 Dear Ms. Douglas :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing s 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 l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

    corresp.htm

Hertz Global Holdings, Inc.

225 Brae Boulevard

Park Ridge, New Jersey 07656

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4361

Washington, DC 20549

 Attn:

Sonia Bednarowski, Esq.

Tonya Bryan, Esq.

Nicholas Panos, Esq.

David Orlic, Esq.

June 1, 2011

Hertz Global Holdings, Inc.

Registration Statement on Form S-4 (File No. 333-174042)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Hertz Global Holdings, Inc. (the “Company”) hereby requests that the effective date of the above referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement, as then amended, becomes effective under the Securities Act by 5:30 p.m., eastern time, today, or as soon thereafter as practicable.

The Company hereby affirms that it is aware of its obligations under the Securities Act.  In connection with the foregoing request, the Company further acknowledges that:

●

should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*  *  *

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s counsel, Scott Barshay at (212) 474-1009 or Minh Van Ngo at (212) 474-1465, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Sincerely,

Hertz Global Holdings, Inc.

By

  /s/ Elyse Douglas

Name:

Elyse Douglas

Title:

Executive Vice President and

Chief Financial Officer

CORRESP
1
filename1.htm

(212) 474-1009

(212) 474-1465

May 24, 2011

Registration Statement on Form S-4
 Filed by Hertz Global Holdings, Inc.
 Filed May 9, 2011
 File No. 333-174042

Dear Mr. Orlic:

On behalf of our client Hertz Global Holdings, Inc. (the “Company”), set forth below are the responses of the Company to certain comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission (the “Commission”) in the letter from you dated as of May 18, 2011 (the “Comment Letter”), regarding the above-referenced filing (the “Form S-4”).

The Company has filed an amendment to the Form S-4 in the form attached hereto as Exhibit A (“Amendment No. 1”).  Amendment No. 1 includes revised disclosure to address certain of the Staff’s comments in the Comment Letter.  For your convenience, we have enclosed herein four marked copies of Amendment No. 1, which have been marked to show changes made to the Form S-4, as well as four unmarked copies of Amendment No. 1.

For your convenience, the text of each of the Staff’s comments is set forth in bold below, followed in each case by the Company’s response to such comment.  Capitalized terms used but not defined in this letter shall have the meanings specified in the Form S-4.  Please note that all page numbers in the responses are references to the page numbers of Amendment No. 1, unless otherwise noted.

*  *  *

Background of the Offer, page 26

1.              Hertz discloses that in February 2011, it retained legal and financial advisors.  Hertz does not disclose the activities undertaken by those parties on its behalf, however, between February 2011 and the filing of the registration statement.  With a view toward revised disclosure, please advise us what services were performed for Hertz by these parties prior to the filing of the current registration statement, particularly in light of public remarks made on April 20, 2011 and attributed to Hertz’s CEO, to the effect that Hertz was not currently interested in a transaction with Dollar Thrifty.

The Company respectfully advises the Staff that between February 2011 and the filing of the Form S-4, the Company’s financial and legal advisors assisted the Company in determining whether it was in the Company’s best interest to pursue an acquisition of Dollar Thrifty and advised the Company on various alternatives available to it in the event the Company ultimately decided to pursue an acquisition.  During that period, the Company’s financial and legal advisors provided information to the Company regarding facts and circumstances surrounding Dollar Thrifty, including its financial outlook, its competitive position and valuation methodologies, and the Company’s legal advisors provided advice to the Company regarding the likelihood that Avis would obtain regulatory clearance for a transaction with Dollar Thrifty.

In response to the Staff’s comment, the Company has included the disclosure below on page 44 of Amendment No. 1.

From February 2011 through the beginning of May 2011, Hertz’s financial and legal advisors assisted Hertz in determining whether it was in Hertz’s best interest to pursue an acquisition of Dollar Thrifty and advised Hertz on various alternatives available to it in the event Hertz ultimately decided to pursue an acquisition.  During that period, Hertz’s financial and legal advisors provided information to Hertz regarding facts and circumstances surrounding Dollar Thrifty, including its financial outlook, its competitive position and valuation methodologies, and Hertz’s legal advisors provided advice to Hertz regarding the likelihood that Avis would obtain regulatory clearance for a transaction with Dollar Thrifty.

2.              Similarly, Hertz discloses on Schedule III that it has engaged in significant transactions in Dollar Thrifty common stock within the last 60 days.  With a view toward revised disclosure, please advise us of the nature and intent of these purchases, especially in light of the remarks of Hertz’s CEO noted above.

On April 6, 2011, the Company purchased 100 shares of Dollar Thrifty common stock. From May 3, 2011 to May 6, 2011, the Company purchased 472,599 shares of Dollar Thrifty common stock, representing approximately 1.6% of the outstanding shares of Dollar Thrifty common stock. The Company respectfully advises the Staff that these share purchases were made so that the Company would

2

own a significant number of shares of Dollar Thrifty common stock in the event the Company determined to pursue a potential acquisition of Dollar Thrifty.

The Company also notes that on April 27, 2011, during the Company’s first quarter earnings call, the Company’s CEO made the following statement: “Our lawyers continue to believe that either a brand or a similarly-sized asset sale will be required by Avis before the FTC will agree to a [merger]. Is that [what] is going to happen? Who knows? We’ll just have to continue to monitor the situation. Having said that, I would like to keep today’s Q&A focused on Hertz’s successful operations and save any merger follow-up until there’s something concrete to talk about.”  Attached hereto as Exhibit B are the entirety of the statements regarding Dollar Thrifty made by the Company’s CEO during its first quarter earnings call.

In response to the Staff’s comment, the Company has included the disclosure below on page 70 of Amendment No. 1.

From May 3, 2011 to May 6, 2011, Hertz purchased 472,599 shares of Dollar Thrifty common stock, representing approximately 1.6% of Dollar Thrifty common stock outstanding as of April 29, 2011.  All of the shares of Dollar Thrifty common stock purchased by Hertz were acquired in ordinary brokerage transactions as set forth on Schedule III to this prospectus/offer to exchange.  These shares were purchased in connection with Hertz’s consideration of the possibility of pursuing a potential acquisition of Dollar Thrifty and Dollar Thrifty’s first quarter earnings announcement on May 5, 2011.

Determination of Validity, page 48

3.               Please explain the reference to Rule 14e-4 appearing in this section.

In response to the Staff’s comment, the Company has removed the reference to Rule 14e-4 appearing in this section of the Form S-4 in Amendment No. 1.

Financing of the Offer; Source and Amount of Funds, page 59

4.               Please provide the information required by Item 1007(b) and (d) and Item 1016(b) of Regulation M-A.

The Company respectfully advises the Staff that, as of the date hereof, the Company has not made a specific determination as to how it plans to finance the offer.  The Company further respectfully advises the Staff that it will make the appropriate filings with the Commission to provide the information required by Item 1007(b) and (d) and Item 1016(b) of Regulation M-A once it determines how it will finance the offer.

In response to the Staff’s comment, the Company has included the disclosure below on page 65 of Amendment No. 1.

3

As of the date of this prospectus/offer to exchange, Hertz has not made a specific determination as to how it plans to finance the offer.

Filings Pursuant to Rule 425 on September 24 and 29, 2010

5.               We note the prior disclosure that, if Dollar Thrifty shareholders voted against the 2010 merger agreement, Hertz would take the offer “permanently off the table” and would “End all efforts to acquire Dollar Thrifty.”  We also note the disclosure that $50 was Hertz’s “best and final” offer.  Please reconcile these statements with the current offer.

As the Staff notes, on September 24, 2010, the Company stated that its offer of approximately $50.00 per share was its “best and final offer” and, on September 29, 2010, the Company stated that if the Dollar Thrifty shareholders voted against the 2010 Merger Agreement it would take its offer “permanently off the table” and it would end all efforts to acquire Dollar Thrifty.  On September 30, 2010, the Dollar Thrifty shareholders voted against the 2010 Merger Agreement.  The next day, on October 1, 2010, the Company terminated the 2010 Merger Agreement and withdrew its application under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  On October 5, 2010, the Company also withdrew the registration statement on Form S-4 it filed in connection with the 2010 Merger Agreement.

In the intervening seven and one-half months since the statements identified by the Staff were made, several significant developments occurred that ultimately resulted in the Company determining that it would once again seek to acquire Dollar Thrifty and that it would offer consideration to Dollar Thrifty shareholders valued at greater than $50.00 per share.  These developments include improvements in the general economy, improvements in the outlook for the car rental industry, improved performance by Dollar Thrifty and the inability of Avis to demonstrate progress in its attempt to gain regulatory clearance for a potential acquisition of Dollar Thrifty.

*  *  *

Closing Information

As requested by the Staff in the closing comments of the Comment Letter, attached hereto as Annex A is a written acknowledgment of certain matters by the Company.

4

If you have any questions regarding the contents of this letter, please contact either of the undersigned at the numbers listed on the cover page of this letter.

Respectfully,

/s/   Scott A. Barshay

/s/   Minh Van Ngo

David L. Orlic, Esq.

Special Counsel

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Copies to:

Nicholas P. Panos, Esq.

Senior Special Counsel

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

J. Jeffrey Zimmerman, Esq.

Senior Vice President, General Counsel and Corporate Secretary

Hertz Global Holdings, Inc.

225 Brae Boulevard

Park Ridge, New Jersey 07656

VIA FACSIMILE AND U.S. MAIL

5

Annex A

The undersigned hereby acknowledges that in connection with the Form S-4 filed on May 9, 2011 (File No. 333-174042), as amended or supplemented:

·                                          should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                                          the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Dated:  May 24, 2011

HERTZ GLOBAL HOLDINGS, INC.

By

/s/   J. Jeffrey Zimmerman

Name:

J.   Jeffrey Zimmerman

Title:

Senior   Vice President, General Counsel and Secretary

[Signature page to SEC Response Letter Acknowledgements]

Exhibit A

See Amendment No. 1 to Form S-4 filed by Hertz Global Holdings, Inc. on May 24, 2011

Exhibit B

Excerpts from the Thomson Reuters final transcript of the Company’s first quarter earnings call:

“Now, let me make a couple of brief comments with regard to Dollar/Thrifty transaction, so that later we can use the Q&A time more productively. Seven months ago there was no deal between Avis and Dollar/Thrifty. They only announced that they will work together to obtain FTC clearance of an eventual deal. Seven months later, there has been no ruling or even a comment from the FTC regarding the matter, in the US or in Canada. Nor has Avis has announced a merger agreement or launched a tender offer.”

“Against that background, it is difficult to answer all the what-if questions we have been getting. When the shareholders voted down our proposal in September 2010, everyone urged us to stay in the deal until the end of the year, when there would finally be certainty about Avis’ antitrust status. In hindsight, it was a smart move to pull out of the deal, as there is still no certainty, and we have been able to concentrate 110% on running our business and increasing shareholder value.”

“Our lawyers continue to believe that either a brand or a similarly-sized asset sale will be required by Avis before the FTC will agree to a measure. Is that is going to happen? Who knows? We’ll just have to continue to monitor the situation. Having said that, I would like to keep today’s Q&A focused on Hertz’s successful operations and save any merger follow-up until there’s something concrete to talk about.”

May 18 , 2011

Via U.S. Mail
 Mr. J. Jeffrey Zimmerman, Esq.
General Counsel
Hertz Global Holdings, Inc. 225 Brae Boulevard
Park Ridge, New Jersey 07656- 0713

Re: Hertz Global Holdings, Inc.
Registration Statement on Form S -4
Filed on May 9, 2011
File No.  333-174042
Filings Pursuant to Rule 425 on September 24 and 29, 2010

Dear Mr. Zimmerman :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, 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.
Registration Statement on Form S -4

Background of the Offer, page 26
 1. Hertz discloses that in February 2011, it retained legal and financial advisors.  Hertz does not disclose the activities undertaken by those parties on its behalf, however, between February  2011 and the filing of the registration statement.  With a view toward revised
disclosure, please advise us what services were performed for Hertz by these parties prior to the filing of the current registration statement, particularly in light of public remarks

Mr. J. Jeffrey Zimmerman, Esq.
Hertz Global Holdings, Inc.
May 18, 2011
Page 2
made on April  20, 2011 and attributed to Hertz’s CEO, to the effect that Hertz was not
currently interested in a transaction with Dollar Thrifty.
 2. Similarly, Hertz discloses on Schedule III that it has engaged in significant transactions in Dollar Thrifty common stock within the last 60 days.  With a view toward revised disclosure, please advise us of the nature and intent of these purchases, especially in light of the remarks of Hertz’s CEO noted above.

Determi nation of Validity, page 48
 3. Please explain the reference to Rule 14e- 4 appearing in this section.

Financing of the Offer; Source and Amount of Funds, page 59
 4. Please provide the information required by Item 1007(b) and (d) and Item  1016(b) of
Regulation M -A.

Filings P ursuant to Rule 425 on September 24 and 29, 2010
 5. We note the prior disclosure that, if Dollar Thrifty shareholders voted against the 2010 merger agreement, Hertz would take the offer “permanently off the table” and would “End all efforts to  acquire Dollar Thrifty.”  We also note the disclosure that $50 was
Hertz’s “best and final” offer.  Please reconcile these statements with the current offer.

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, the Securities Act of 1933, and all applicab le Exchange Act an d Securities 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 t he disclosures they
have made.
 In responding to our comments, please provide  a written statement from the company
acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to th e filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Mr. J. Jeffrey Zimmerman, Esq.
Hertz Global Holdings, Inc.
May 18, 2011
Page 3
• the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact me at (202) 551- 3503 if you have any questions regarding our
comments , or, if you require further assistance, you may call Nicholas P. Panos, Senior Special
Counsel, at (202) 551- 3266.

Sincerely,

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via facsimile:  (212) 474 -3700
Minh Van Ngo, Esq.
Cravath, Swaine & Moore LLP

CORRESP
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April 29, 2011

VIA EDGAR SUBMISSION

Ms. Lyn Shenk

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549-3561

Re:      Hertz Global Holdings, lnc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

Form 14A

Filed April 6, 2011

File No. 001-33139

Dear Ms. Shenk:

This letter sets forth the responses of Hertz Global Holdings, Inc. (the “Company”) to the comments contained in your letter, dated April 18, 2011, relating to the Hertz Global Holdings, Inc. Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2011 and the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 6, 2011. The comments of the Staff of the Commission (the “Staff”) are set forth in bold/italicized text below, and the Company’s responses are set forth in plain text immediately beneath each such comment.

Form 10-K for the Fiscal Year Ended December 31, 2010

Risk Factors, 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 example, discuss if you plan to keep cars for a longer period of time, which would result in higher maintenance costs, etc.

In response to the Staff’s comment, the Company will expand its MD&A disclosures in future filings to further explain this change in trend, its assessment of the factors causing this change and its expected impact on overall operations.  Absent changes in facts and circumstances, the

following enhanced disclosure will be provided in the Company’s Form 10-Q for the quarter ended March 31, 2011:

In recent periods we have decreased the percentage of program cars in our car rental fleet and we expect this percentage to continue to decrease in the future. Non-program cars typically have lower acquisition costs and lower depreciation rates than comparable program cars.  As a result of decreasing our reliance on program cars, we reduce our risk related to the creditworthiness of the vehicle manufacturers.  With fewer program cars in our fleet, we have an increased risk that the market value of a car at the time of its disposition will be less than its estimated residual value.  Program cars generally provide us with flexibility to reduce the size of our fleet by returning cars sooner than originally expected without risk of loss in the event of an economic downturn or to respond to changes in rental demand.  This flexibility will be reduced as the percentage of non-program cars in our car rental fleet increases.  Furthermore, it is expected that the average age of our fleet will increase since the average holding period for non-program vehicles is longer than program vehicles.  However, the longer holding period does not necessarily equate to higher costs due to the stringent turnback requirements imposed by vehicle manufacturers for program cars.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 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.

In response to the Staff’s comment, the Company will expand its critical accounting policy for goodwill in future filings to explain how the Company identifies reporting units for purposes of goodwill impairment testing and determines the fair market value of each reporting unit.

The Company notes the following for the Staff’s information:  The Company performed its impairment analysis using a discounted cash flow methodology.  Under this approach, each reporting unit’s fair value substantially exceeded its respective carrying amount. The Company will continue to monitor whether any reporting units are at risk of failing step one of the impairment test and, if any reporting unit is exposed to such risk, whether a material impairment charge is nevertheless unlikely even if step one is failed.  Should any reporting unit be at risk of

2

failing step one of the impairment test and a material impairment charge therefore become reasonably likely, the Company will include the requested disclosure with respect to the reporting unit and the Company’s methods and assumptions used in allocating goodwill.  It should also be noted that in 2008, the Company recorded impairment charges related to a substantial portion of its goodwill as a result of a decline in the economy and 2008 operating results, and a significant decline in both the fair value of debt and the Company’s stock price.  The remaining goodwill of approximately $300 million, the majority of which relates to the Company’s car rental segment, represents less than 2% of the Company’s total assets as of December 31, 2010.

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.

In response to the Staff’s comment, the Company will revise its reconciliation in future filings to reconcile the total of the reportable segments’ measure of profit or loss to the Company’s consolidated income (loss) before income taxes pursuant to ASC 280, Segment Reporting, Section 10-50-30 paragraph b.  Absent changes in facts and circumstances, the following reconciliation is what the Company plans to include in its Form 10-Q for the quarter ended March 31, 2011:

(c)                                  Adjusted pre-tax income is calculated as income (loss) before income taxes plus non-cash purchase accounting charges, non-cash debt charges and certain one-time charges and non-operational items. Adjusted pre-tax income is the measure utilized by management in making decisions about allocating resources to segments and measuring their performance. Management believes this measure best reflects the financial results from ongoing operations. The contribution of our reportable segments to adjusted pre-tax income (loss) and reconciliation to consolidated amounts are presented below (in millions of dollars):

Three Months Ended March 31,

2011

2010

Adjusted   pre-tax income (loss):

Car   rental

$

61.3

$

27.1

Equipment   rental

10.2

(5.0

)

Total   reportable segments

71.5

22.1

Adjustments:

Other   reconciling items(1)

(87.5

)

(91.3

)

Purchase   accounting(2)

(20.6

)

(22.1

)

Non-cash   debt charges(3)

(59.9

)

(48.8

)

Restructuring   charges

(4.9

)

(10.7

)

Restructuring   related charges(4)

(0.5

)

(5.3

)

Derivative   losses(5)

—

(1.7

)

Acquisition   related costs

(2.8

)

—

Management   transition costs

(2.5

)

—

Premiums   paid on debt(6)

(51.7

)

—

Loss   before income taxes

$

(158.9

)

$

(157.8

)

3

(1)    Represents 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.

(2)    Represents the purchase accounting effects of the Acquisition 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. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased amortization of intangible assets.

(3)    Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts. For the three months ended March 31, 2010, also includes $20.9 million associated with the amortization of amounts pertaining to the de-designation of the Hertz Vehicle Financing LLC, or “HVF,” interest rate swaps as effective hedging instruments.

(4)    Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(5)    Represents the mark-to-market adjustment on our interest rate cap.

(6)    Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

Direct Operating Expenses, page 59

4.                          Please revise to discuss direct operating expenses by reportable segment.

In response to the Staff’s comment, the Company will expand its MD&A disclosures in future filings to discuss direct operating expenses by reportable segment (car rental and equipment rental) similar to the disclosures included for revenues, depreciation of revenue earning equipment and lease charges, interest expense and adjusted pre-tax income (loss).

Income Taxes, page 78

5.                          We note 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 suspend 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 majority 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.

In response to the Staff’s comment, the Company will expand its MD&A disclosures in future filings.  Absent changes in facts and circumstances, the following enhanced disclosure will be provided in the Company’s Form 10-Q for the quarter ended March 31, 2011:

4

In August 2010, we elected to temporarily suspend the U.S. car rental LKE Program allowing cash proceeds from sales of vehicles to be utilized for various business purposes, including paying down existing debt obligations, future growth initiatives and for general operating purposes.  Purchases of vehicles will continue to be funded with a combination of asset-backed securitizations, asset-based revolving credit facilities and corporate liquidity.  We expect that recent tax legislation, effective September 2010 through December 2011, will result in the LKE suspension having a neutral effect on our taxes. The new law allows 100% bonus depreciation for qualified asset acquisitions during the period the law is effective. We estimate recognized tax gains on vehicle dispositions resulting from the LKE suspension to be mainly offset by 100% tax depreciation on newly acquired vehicles. Additionally, when the LKE program is re-instated in 2012, the vehicles placed in the program will have full tax basis available for depreciation. This treatment will have the effect of refreshing the LKE program because tax depreciation of the entire cost basis and full deferral of tax gains upon asset disposal is available. Our federal net operating loss position for U.S. tax purposes should remain relatively unchanged when the LKE program is re-instated.  The LKE program will be enhanced for future years because the vehicles in the program will have full cost basis available for depreciation.

The Company notes the following for the Staff’s information, to illustrate:

Hertz exchange vehicle A (with $100 realized gain) for vehicle B (with a cost of $300)

LKE

With LKE

Suspended

Taxable Gain

$

—

$

100

100% Bonus Depreciation

$

(200

)

$

(300

)

Net Impact on Federal Taxable Income (Loss)

$

(200

)

$

(200

)

*In both situations, net impact on federal taxable income (loss) is the same.

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 compared to the various strategic goals in arriving at the business unit modifiers.

In response to the Staff’s comment, we will provide additional disclosure to quantify the Company’s actual performance in future filings to the extent that the Compensation Committee’s evaluation of business unit performance as compared to strategic goals remains the same and such disclosure does not disclose confidential trade secrets or confidential commercial or

5

financial information, the disclosure of which would result in competitive harm for the Company.

General

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

We thank the Staff for its courtesies.  If you have any questions regarding this letter, please do not hesitate to call me at (201) 307-2000.

Sincerely,

/s/   Elyse Douglas

Elyse   Douglas

Chief   Financial Officer

cc:

Theresa   Messinese

John   Stickel

Securities and Exchange Commission

6

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

April 8, 2011
Elyse Douglas
Executive Vice Chairman and 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 the Fiscal Year Ended December 31, 2010
  Filed February 25, 2011   File No. 1-33139   Response Letter Dated March 28, 2011
Dear Ms. Douglas:

We refer you to our comment letter dated March 18, 2011 regarding business contacts
with Cuba, Iran, Sudan, and Syria.  We have co mpleted our review of this subject matter and
have no further comments at this time.           S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Max Webb   Assistant Director  Division of Cor poration Finance

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March 28, 2011

VIA EDGAR

Ms. Cecilia Blye

Chief, Office of Global Security Risk

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Hertz Global Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 1-33139

Dear Ms. Blye:

This letter sets forth the responses of Hertz Global Holdings, Inc. (the “Company”) to the comments contained in your letter, dated March 18, 2011, relating to the Hertz Global Holdings, Inc. Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2011.  The Staff’s comments are set forth in bold text below, and the Company’s responses are set forth in plain text immediately beneath each comment.

General

1.              You disclose on pages 2 and 7 in your Form 10-K that you operate in Latin America, Africa, and the Middle East, regions that can be understood to include Cuba, Sudan, Syria, and Iran.  In addition, in your letter dated November 2, 2006, you advised us that you intended to maintain a presence in Syria through a franchisee or licensee.  It also appears from public information that Hertz conducts car rental operations in Syria.

Cuba, Iran, Sudan, and Syria are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  You do not include any information about contacts with those countries in your Form 10-K.  Please describe to us your past, current, and anticipated contacts with each of the referenced countries, whether through subsidiaries, affiliates, franchisees, licensees, dealers, independent contractors, or other direct or indirect arrangements, since your letter to us dated November 2, 2006.  Your response should describe any goods, equipment, services, technology, or support that you have provided into Cuba, Iran, Sudan, and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by them.

In response to the Staff’s comment, the Company supplementally advises the Staff that the Company does not currently conduct business in Cuba, Iran, Sudan or Syria, including through any of the Company’s subsidiaries, affiliates, franchisees, licensees, dealers, independent contractors, or other direct or indirect arrangements.  As noted in the Company’s letter to the Staff dated as of November 2, 2006, the Company previously conducted car rental operations in three locations in Syria through a single franchisee, Syria Cars and Services Ltd. (the “Franchisee”).  The Company does not believe that the Franchisee was an entity controlled by the government of Syria.  The Company terminated the franchise agreement with the Franchisee in May 2008 due to the Franchisee’s unsatisfactory operating performance and ceased conducting car rental operations in Syria following the termination of that agreement.  While the Company continues to explore its alternatives with respect to maintaining a presence in Syria through a franchisee or licensee, the Company does not have any definitive plans to re-enter the Syrian market. In addition, the Company further advises the Staff that at no point did the Company conduct any equipment rental business in Syria, directly or indirectly, and the Company has no current plans to enter the equipment rental market in Syria.  The Company has not provided any goods, equipment, services, technology, or support into Cuba, Iran, Sudan or Syria and is not a party to any agreements or commercial arrangements.  It also has not had any other contacts with the governments of those countries or entities controlled by them since November 2, 2006, except as discussed above.

The Company maintains contacts in Syria for the purpose of protecting the Company’s assets, particularly the Company’s rights in the Hertz name and trademark.  The Company may from time to time maintain contacts in Cuba, Iran or Sudan for the purpose of protecting the Company’s rights in the Hertz name and trademark.

The Company supplementally advises the Staff that it is the Company’s regular practice to consult with outside counsel experienced in matters of United States law relating to sanctions, embargoes and similar restrictions with respect to countries such as Cuba, Sudan, Syria and Iran that may be viewed as state sponsors of terrorism or be otherwise subject to trade restrictions. The Company has relied in part on the advice of outside counsel to confirm its understanding that its former activities in Syria through the car rental operations of the Franchisee were not unlawful.

2.              Please tell us whether, to the best of your knowledge, understanding, and belief, any of the goods, equipment, or technology, including any air compressors, you have provided or intend to provide, directly or indirectly, into Cuba, Iran, Sudan, and Syria are dual use items.

As described in the response to comment 1 above, the Company has not provided any goods, equipment, services, technology or support into Cuba, Iran or Sudan since November 2, 2006 or Syria since the termination of the Company’s Syrian franchise agreement in 2008.  To the best of the Company’s knowledge, understanding and belief, none of the goods, equipment, services, technology, or support provided by the Company into Syria prior to the termination of the Syrian franchise agreement were dual use items.

2

As noted in our response to comment 1 above, at no point since November 2, 2006 did the Company conduct any equipment rental business in Syria, directly or indirectly and the Company has not provided any air compressors into Syria.

The Company hereby acknowledges 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.

We thank the Staff for its courtesies.  If you have any questions regarding this letter, please do not hesitate to call me at (201) 307-2000.

Sincerely,

/s/   Elyse Douglas

Elyse   Douglas

cc:  Pradip Bhaumik

Max Webb

Securities and Exchange Commission

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
March 18, 2011

Elyse Douglas Executive Vice Chairman and 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 the Fiscal Year Ended December 31, 2010
  Filed February 25, 2011   File No. 1-33139
Dear Ms. Douglas:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  General

1. You disclose on pages 2 and 7 in your Form 10-K that you operate in Latin America,
Africa, and the Middle East, regions that can be understood to include Cuba, Sudan,
Syria, and Iran.  In addition, in your lette r dated November 2, 2006, you advised us that
you intended to maintain a presence in Syria through a franchisee or licensee.  It also
appears from public information that Hertz c onducts car rental operations in Syria.
 Cuba, Iran, Sudan, and Syria are identified by th e State Department as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.  You do not
include any information about contacts with those countries in your Form 10-K.  Please
describe to us your past, current, and anticip ated contacts with each  of the referenced
countries, whether through subsidiaries, aff iliates, franchisees, licensees, dealers,
independent contractors, or othe r direct or indirect arrangeme nts, since your  letter to us
dated November 2, 2006.  Your response should describe any goods, equipment, services,

Elyse Douglas
Hertz Global Holdings, Inc. March 18, 2011 Page 2
technology, or support that you have  provided into Cuba, Iran, Sudan, and Syria, directly
or indirectly, and any agreements, commercia l arrangements, or other contacts you have
had with the governments of those count ries or entities controlled by them.

2. Please tell us whether, to the best of your knowledge, understanding, and belief, any of
the goods, equipment, or technology, includ ing any air compressors, you have provided
or intend to provide, directly or indirectly, into Cuba, Iran, Sudan, and Syria are dual use
items.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Max Webb   Assistant Director  Division of Cor poration Finance

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HERTZ GLOBAL HOLDINGS, INC.

225 Brae Boulevard

Park Ridge, NJ 07656

August 12, 2010

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-4

of Hertz Global Holdings, Inc.

File No. 333-167085

Ladies
and Gentlemen:

Pursuant
to the provisions of Rule 461 under the Securities Act of 1933, as
amended, Hertz Global Holdings, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at
3:00 P.M. (EST) on August 16, 2010 or as soon thereafter as possible.

The
Registrant hereby acknowledges that:

(i) should
the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

(ii) the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

(iii) the
Registrant may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

[remainder of the page intentionally left blank]

  Very
  truly yours,

  HERTZ
  GLOBAL HOLDINGS, INC.

  By:

  /s/
  J. Jeffrey Zimmerman

  Name:

  J.
  Jeffrey Zimmerman

  Title:

  Senior
  Vice President, General Counsel and Secretary

2

CORRESP
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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

2

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.

3

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.

4

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)

5

February 22, 2010

 Mail Stop 3561  Elyse Douglas Executive Vice President and Chief Financial Officer Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656
RE: Hertz Global Holdings, Inc.
 The Hertz Corporation
File No. 001-33139 and 001-07541 Form 10-K: For the Fiscal Year Ended December 31, 2008

Dear Ms. Douglas:
  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
         S i n c e r e l y ,
            L y n  S h e n k
Branch Chief

CORRESP
1
filename1.htm

February 3,
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

Dear Ms. Shenk:

This letter sets forth the responses of Hertz Global
Holdings, Inc. (the “Company”) to the comments contained in your letter,
dated January 25, 2010, 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, and The Hertz
Corporation Form 10-K for the year ended December 31, 2008 filed with
the Commission on March 5, 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.

Note 10: Litigation and Guarantees, page 169

1.              We note your response to
our prior comment 5 and your confirmation that you will describe the current
status of the cases as well as conclusions related to the likelihood of a loss
contingency with respect to each of the cases disclosed.  Your proposed disclosure has a general statement
that 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. Please also ensure that your revised disclosure specifically
states your conclusions as to a loss contingency for each of the matters
disclosed.

In response to the Staff’s comment, the Company will
revise its disclosure in future filings to specifically state our conclusions
as to a loss contingency for each of the matters disclosed.

We thank the staff for its courtesies.  If you have any questions regarding this
letter, please do not hesitate to call Rick Frecker, Assistant General Counsel,
at (201) 307-2388 or me at (201) 307-2271.

Sincerely,

  /s/ Elyse Douglas

  Elyse Douglas

  cc:

  Patrick Kuhn

  Lyn Shenk

  Securities and Exchange
  Commission

  Thaddeus J Malik,

  Jenner & Block
  LLP

  Jatindar Kapur

  Jeffrey Zimmerman

  Hertz Global Holdings, Inc.

CORRESP
1
filename1.htm

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

2

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.

3

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.

4

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

Mail Stop 3561
December 22, 2009
Elyse Douglas Executive Vice President and Chief Financial Officer  Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656
Re:   Hertz Global Holdings
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. Douglas:
 We have reviewed the above referenced filings and have the following comments.
We believe you should revise future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
 The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.
 Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days.

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

 Risk Factors, page 32

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

Hertz Global Holdings
December 22, 2009
Page 2  Management’s Discussion and Analysis, page 69

 Results of Operations, page 85

 2. Please revise to discuss results of ope rations by reportable segment consistent
with Note 9 to your financial statements.
 3. Please consider revising your disclosure  to quantify amounts of various sub-
categories of direct operating expenses in  a table, includi ng columns for dollar
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 stat ements 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 “Interpreta tion: Commission Guidance Regarding
Management's Discussion and Analysis of Financial Conditio n and Results of
Operations” available on our website at http://www.sec.gov/rules/interp/33-
8350.htm  for guidance.
 Notes to Consolidated Financial Statements, page 127

 Note 10: Litigation a nd Guarantees, page 169

 5. A large portion of your disclosu re is dedicated to providi ng the history of the legal
proceedings in various cases in which you are involved, including the dates of various motions, petitions, appeals, and h earings.  In addition, your disclosure
includes a significant amount of legalese, including statements such as: “we filed an interlocutory appeal,” “we filed a petition for leav e to appeal,” “motion for
certification seeking to have the interpreta tion of Nevada Revise d Statutes Section
482.31575 certified,” “plaintiff asserted…c ommon 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 c onclusion as to th e 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 pot entially material, each of these matters
is, or could be, to you. We be lieve your disclosure would be much more useful to
investors if it was focused on describing th e 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 th e likelihood of a loss contingency with
respect to each case and the related amount .  Please note that for matters where

Hertz Global Holdings
December 22, 2009
Page 3
you judge the likelihood of lo ss to be reasonably possi ble or probable but for
which you believe the amount of loss ca nnot 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 am ount within the range appears to be a
better estimate than any other amount within the ra nge, the minimum amount in
the range should be accrue d.  Where losses are accrued and arose from a range,
you should disclose whether the accrual wa s 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.

6. We note that, in the aggregate, you expect  to expend material sums to defend and
settle public liability and pr operty damage actions and cl aims or to pay judgments
resulting from them.  Please ensure that the intended revised disclosure requested
in the preceding comment addresses thes e public liability and property damage
matters.

Definitive Proxy Statement on Schedule 14A

 EICP, page 25

7. We note that you establish numerical goals relating to certain pe rformance criteria
that must be achieved in order for each  named executive officer to receive an
award under your Executive Incentive Compensation Program.  Please confirm to us that in future filings you will provide quantitative disclosure regarding the targets actually reached fo r each performance criteria.  To the extent you believe
that disclosure of the targets is not required because it would result in competitive harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, provide us with a deta iled explanation for such conclusion.   Also
note that to the extent that you have an  appropriate basis for omitting the specific
targets, you must  discuss how difficult it would be for the named executive
officers or how likely it will be for you to achieve the undisclosed  target levels or
other factors.  General statements rega rding the level of difficulty, or ease,
associated with achieving performance goals  either corporately or individually are
not sufficient.

* * * * *

Hertz Global Holdings
December 22, 2009 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors 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 connection with responding to our comments, please provide, in writing, a 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Patrick Kuhn at (2 02) 551-3308 or me (202) 551-3380 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Michelle Lacko at (202) 551-3240  with any questions regarding comments
on the risk factors or the Definitive Proxy Statement on Schedule 14A.            S i n c e r e l y ,             L y n  S h e n k          B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

    December 23, 2009

    Jenner & Block llp

353 N. Clark Street

Chicago, IL 60654-3456

Tel 312-222-9350

www.jenner.com

    Chicago

Los Angeles

New York

Washington, dc

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Patrick Kuhn

    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 Mr. Kuhn:

On behalf
of Hertz Global Holdings, Inc. and The Hertz Corporation (together, the “Companies”), we would like to advise you that the
Companies are in receipt of the comment letter dated December 22, 2009 (the “Comment Letter”) from the
Staff of the Securities and Exchange Commission relating to the above referenced documents. This
letter confirms William Tolbert’s conversation with you on Tuesday, December 22, 2009, during which
the Staff agreed that the Companies could have an extension of ten additional business days in
responding to the Comment Letter, so that the response is due no later than January 22,
2010.

Please do not hesitate to contact me at (312) 840-7262 if you have any questions regarding the
foregoing or would like further information.

    Sincerely,

    /s/ Jessica A. Garascia

    Jessica A. Garascia

    cc:

    Richard J. Frecker — The Hertz Corporation

Thaddeus J. Malik — Jenner & Block LLP

William L. Tolbert — Jenner & Block LLP

Lyn Shenk — Securities and Exchange Commission

Michelle Lacko — Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

August 4, 2008

Via Facsimile

Elyse Douglas
Executive Vice President and Chief Financial Officer
   and Treasurer
Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656

 RE:  Hertz Global Holdings, Inc.,
  The Hertz Corporation
   Form 10-K for the Year Ended December 31, 2007
   File Numbers: 001-06075, 001-07541

Dear Ms. Douglas:

 We have completed our review of your Form  10-Ks and related filings, and at this time
do not have further comments.

       S i n c e r e l y ,

       L y n  S h e n k
       B r a n c h  C h i e f

CORRESP
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July 17, 2008

VIA EDGAR

Mr. Joseph Foti

Senior Assistant Chief Accountant

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-Q for the Period Ended
  March 31, 2008

  File Numbers: 001-33139, 001-07541

Dear Mr. Foti:

This letter sets forth the responses of Hertz Global
Holdings, Inc. (the “Company”) to the comments contained in your letter,
dated July 3, 2008, relating to the Hertz Global Holdings, Inc. Form 10-Q
for the period ended March 31, 2008 filed with the Securities and Exchange
Commission (the “Commission”) on May 9, 2008 and The Hertz Corporation Form 10-Q
for the period ended March 31, 2008 filed with the Commission on May 12,
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-Q for the Period Ended March 31,
2008

Notes to Condensed Consolidated Financial
Statements, page 6

Note 10 — Segment Information, page 19

1.              We believe that “other
reconciling items” relative to “adjusted pre-tax income (loss)” should be
presented as an adjustment in reconciling the sum of the segments’ “adjusted
pre-tax income (loss)” to consolidated “loss before income taxes and minority
interest.” In your current presentation, you are arriving at a consolidated
amount for “adjusted pre-tax income (loss)” that is not relevant to your
reportable segments. Furthermore, as “adjusted pre-tax income (loss)” of the
segments is a subset of consolidated “loss before income taxes and minority
interest,” we believe it is preferable to reconcile from the sum of the
segments’ “adjusted pre-tax income (loss)” to consolidated “loss before income
taxes and minority interest,” and not the other way around as currently
presented.  Please revise your
presentation accordingly.

In response to the Staff’s comment, the Company will
revise its disclosure in future filings to include a total of its reportable
segments’ “adjusted pre-tax income (loss)” and will reconcile this amount to
consolidated “income (loss) before income taxes and minority interest.”

For the Staff’s convenience, the Company has included
below its revised presentation of the reconciliation included within the
segment footnote:

  Three Months Ended March 31,

  Revenues

  Adjusted Pre-Tax Income

  (Loss)

  2008

  2007

  2008

  2007

  Car rental

  $

  1,626.2

  $

  1,529.7

  $

  39.3

  $

  36.9

  Equipment rental

  411.0

  389.9

  59.3

  65.6

  Total reportable segments

  2,037.2

  1,919.6

  98.6

  102.5

  Other reconciling items

  2.0

  1.9

  (81.5

  )

  (86.4

  )

  Total Company

  $

  2,039.2

  $

  1,921.5

  17.1

  16.1

  Less:

  Purchase accounting(a)

  24.8

  23.1

  Non-cash debt charges(b)

  14.5

  48.4

  Restructuring charges

  19.6

  32.6

  Restructuring related
  charges

  3.5

  —

  Unrealized loss on
  derivatives(c)

  6.0

  —

  Vacation accrual
  adjustment(d)

  3.2

  —

  Management transition costs

  1.3

  2.6

  Loss before income taxes
  and minority interest

  $

  (55.8

  )

  $

  (90.6

  )

  (a)

  Represents 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.

  (b)

  Represents non-cash debt charges
  relating to the amortization of deferred debt financing costs and debt
  discounts. For the three months ended March 31, 2008, also includes $2.3
  million associated with the ineffectiveness of our HVF swaps. For the three
  months ended March 31, 2007, also includes the write-off of $16.2
  million of unamortized debt costs associated with a debt modification and
  $12.8 million associated with the ineffectiveness of our HVF swaps.

  (c)

  For the three months ended
  March 31, 2008, represents an unrealized loss on our interest rate
  swaptions.

  (d)

  Represents an increase in the employee
  vacation accrual during the three months ended March 31, 2008 relating
  to a change in our U.S. vacation policy in the second quarter of 2007, 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 of each year.

Note 14 — Fair Value Measurements, page 23

2.              Pursuant to paragraph 36.a
of FAS 157, as amended by paragraph 11 of FSP FAS 157-2, delayed application of
FAS 157 is permitted for nonfinancial assets and nonfinancial liabilities,
except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually).  However, your disclosure implies that you
have delayed the application of FAS 157 for all of your nonfinancial assets and
nonfinancial liabilities, whether recognized or disclosed at fair value on a
recurring or nonrecurring basis.  In this
regard, please represent to us and clarify your disclosure in your next Form 10-Q
that you have applied FAS 157 to all nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value on a recurring
basis.  If this is not the case, please
identify and quantify, based on amounts at which reported on March 31,
2008, for us the recurring nonfinancial assets and nonfinancial liabilities for
which you have not applied FAS 157, and give us your reasoning why you did not
apply FAS 157 to these items. Additionally, in your next Form 10-Q and
thereafter until FAS 157 has been applied to all assets and liabilities within
its scope, disclose each major category of assets and liabilities that are
recognized or disclosed at fair value on a nonrecurring basis for which you
have not applied the provisions of FAS 157, pursuant to paragraph 12.b of FSP
FAS 157-2.  Provide us with a copy of
your intended disclosures.

In response to the Staff’s comment, the Company
advises the Staff that it has adopted the provisions of
FAS 157 except as they relate to its nonfinancial assets and liabilities that
are not recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually).

The Company will revise its disclosure concerning the
adoption of FAS 157 in future filings.
For the Staff’s convenience, the Company has included below its revised
disclosure, in bold italicized and strikethrough text:

Note 14—Fair Value Measurements

Effective January 1, 2008, we adopted SFAS
No. 157 as it relates to our financial assets and liabilities.  The  the provisions of SFAS No.
157 are effective for us for  except as they relate to our non-financial assets and liabilities that are not recognized or disclosed at fair value
in the financial statements on a recurring basis (at least annually), whose provisions
become effective for us  beginning in January 2009. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in accordance with GAAP and expands
disclosures about fair value measurements.
SFAS No. 157 establishes a three-tier value hierarchy, which prioritizes
the inputs used in measuring fair value as follows: (Level 1) observable inputs
such as quoted prices in active markets; (Level 2) inputs other than the quoted
prices in active markets that are observable either directly or indirectly; and
(Level 3) unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.

Derivative Instruments and Hedging Activities, page 24

3.              Please explain to us where
the total change in the fair value of the liability for the HVF Swaps between March 31,
2008 and December 31, 2007 ($144.7 million and $50.2 million,
respectively) of $94.5 million is reported in your financial statements.  It appears that $55.7 million of the change
was recorded in accumulated other comprehensive income as the effective portion
of the cash flow hedge, and that $2.3 million of the change was charged to
earnings in the quarter ended March 31, 2008 as the ineffective portion of
the hedge.

In response to the Staff’s comment, the Company
advises the Staff that $55.7 million of the change in fair value, representing
the effective portion of the hedge, was recorded in “Accumulated other
comprehensive income,” net of $36.5 million of tax, which was included in “Deferred
taxes on income” in our Condensed Consolidated Balance Sheet.  Additionally, $2.3 million, representing the
ineffective portion of the hedge, was charged to earnings through “Interest, net of
interest income,” in our Consolidated Statement of Operations.

The
Company supplementally advises the Staff that it will disclose in future
filings the tax effect of the change in the fair value of the derivative
recorded to “Accumulated other comprehensive income.”

The Hertz Corporation

4.              Please conform the
relevant disclosures in the corresponding filings of The Hertz Corporation to
the comments indicated above for Hertz Global Holdings, Inc., as
appropriate.

In response to the Staff’s comment, the Company will
conform all relevant revised disclosures made in the Hertz Global Holdings, Inc.
filings in the corresponding future filings of The Hertz Corporation.

Other

5.              In connection with
responding to our comments, please provide, in writing, a statement
acknowledging that:

  ·

  you are responsible for the
  adequacy and accuracy of the disclosures in your filings;

  ·

  staff comments or changes to
  disclosure in response to staff comments do not foreclose the Commission from
  taking any action with respect to the filings; and

  ·

  you 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.

The Company acknowledges that it is responsible for
the adequacy and accuracy of the disclosures in its filings; Staff comments or
changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

*  *
*  *  *
*  *

If you have any questions regarding this letter,
please do not hesitate to call me at (201) 307-2271.

  Sincerely,

  /s/ Elyse Douglas

  Elyse Douglas

  cc:

  Doug Jones

  Lyn Shenk

  Securities and Exchange
  Commission

  Steven J. Slutzky

  Debevoise &
  Plimpton LLP

  Jatindar Kapur

  Jeffrey Zimmerman

  Hertz Global Holdings, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        July 3, 2008

Via Mail and Fax

Elyse Douglas
Executive Vice President and Chief Financial Officer
   and Treasurer
Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656

 RE:  Hertz Global Holdings, Inc.,
  The Hertz Corporation
   Form 10-Q for the Period Ended March 31, 2008
   File Numbers: 001-06075, 001-07541

Dear Ms. Douglas:

 We have reviewed your correspondence dated May 21, 2008 and have the following comments.  Where indicated, we be lieve you should revise future filings in
response to certain of these comments.  If you disagree, we will consider your
explanation as to why a revisi on is unnecessary.  Please be as  detailed as necessary in
your explanation.  We also ask you to provi de us with further information.  After
reviewing the additional information, we may raise further comments.  Please file your
response to our comments via EDGAR, under the label “corresp,” within 10 business
days from the date of this letter.

Hertz Global Holdings, Inc.

Form 10-Q for the Period Ended March 31, 2008

Notes to Condensed Consolidated Financial Statements, page 6
Note 10 – Segment Information, page 19

1. We believe that “other reconciling items” relative to “adjusted pre-tax income (loss)”
should be presented as an adjustment in  reconciling the sum of the segments’
“adjusted pre-tax income (loss)” to cons olidated “loss before income taxes and
minority interest.”  In your current pres entation, you are arrivi ng at a consolidated
amount for “adjusted pre-tax income (loss)” that is not relevant to your reportable
segments.  Furthermore, as “adjusted pre- tax income (loss)” of the segments is a

Hertz Global Holdings, Inc., The Hertz Corporation
July 3, 2008
Page 2 of 3
subset of consolidated “loss before income taxes and minority interest,” we believe it
is preferable to reconcile from the sum of the segments’ “adjusted pre-tax income (loss)” to consolidated “loss before income  taxes and minority interest,” and not the
other way around as currently presented.  Pl ease revise your presentation accordingly.

Note 14 – Fair Value Measurements, page 23

2. Pursuant to paragraph 36.a of FAS 1 57, as amended by paragraph 11 of FSP FAS
157-2, delayed application of FAS 157 is permitted for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at fair value
in the financial statements on a recurring basis (at least annually).  However, your
disclosure implies that you have delayed th e application of FA S 157 for all of your
nonfinancial assets and nonfinancial liabilities, whether recognized or disclosed at
fair value on a recurring or nonrecurring basis.  In this re gard, please represent to us
and clarify your disclosure in your next Form 10-Q that you have applied FAS 157 to all nonfinancial assets and nonf inancial liabilities that ar e recognized or disclosed at
fair value on a recurring basi s.  If this is not the case, please identify and quantify,
based on amounts at which reported on March 31, 2008, for us the recurring nonfinancial assets and nonfinancial liab ilities for which you have not applied FAS
157, and give us your reasoning why you did not apply FAS 157 to these items.  Additionally, in your next Form 10-Q and thereafter until FAS 157 has been applied
to all assets and liabilities within its scope , disclose each major category of assets and
liabilities that are recognized or disclose d at fair value on a nonrecurring basis for
which you have not applied the provisions of FAS 157, pursuant to paragraph 12.b of
FSP FAS 157-2.  Provide us with a copy of your intended disclosures.

Derivative Instruments and Hedging Activities, page 24

3. Please explain to us where the total change in the fair value of the liability for the HVF Swaps between March 31, 2008 and December 31, 2007 ($144.7 million and $50.2 million, respectively) of $94.5 million is re ported in your financial statements.
It appears that $55.7 million of the change  was recorded in accumulated other
comprehensive income as the effective portion of the cash flow hedge, and that $2.3 million of the change was charged to earni ngs in the quarter ended March 31, 2008 as
the ineffective portion of the hedge.

The Hertz Corporation

4. Please conform the relevant disclosures in the corresponding filings of The Hertz Corporation to the comments indicated a bove for Hertz Global Holdings, Inc., as
appropriate.

Hertz Global Holdings, Inc., The Hertz Corporation
July 3, 2008
Page 3 of 3
Other

5. In connection with responding to our comments, please provide, in writing, a statement acknowledging that:
‚ you are responsible for the adequacy and accuracy of the disclosures in your
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ you may not assert staff comments as a de fense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3816.

 Sincerely,

 Joseph Foti
Senior Assistant Chief Accountant

CORRESP
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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        A p r i l  8 ,  2 0 0 8

Via Mail and Fax

Elyse Douglas
Executive Vice President and Chief Financial Officer
   and Treasurer
Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656

 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 Ms. Douglas:

 We have reviewed the above referenced filings and have the following comments.
We believe you should revise future filings in  response to some of the comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 2 of 7
Hertz Global Holdings, Inc.

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

Item 7. Management’s Discus sion 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 for ce 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.

2. In regard to “Revenue Earning Equipm ent,” 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, pleas e 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, partic ularly 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.

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

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

Results of Operations, page 69
Selected Car Rental, Equipmen t Rental … Table, page 72

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

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 3 of 7
6. Refer to footnote (c) to the table.  We be lieve 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 specifi cally 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 po int 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 disclosu re 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).

Year Ended December 31, 2007 Compared w ith 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 (l oss) 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 factor s that affect this
ratio for each reportable segment and the rela tionship 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.

8. In the discussion of the results of your re portable segments, expand your disclosure to
address all significant amounts affecting each  segment, including all material items
that reconcile the segment measure of pr ofit and loss to the comparable GAAP and
consolidated results, for a ll periods presented.  For exam ple, it appears that non-cash
debt charges for car rental for 2007 a nd 2006 and purchase accounting adjustments
for equipment rental for 2007 and 2006 were  material to th e comparable GAAP
measure for the corresponding segment in the periods indicated.  Refer to Question 19
of the staff’s “Frequently Ask Questi ons Regarding the Use of Non-GAAP
Measures” referred to above.  We believe su ch disclosure will pr ovide investors with
a comprehensive view of significant matters affecting the results attributed to each
segment.

9. Please include a discussion of your reportabl e segments’ adjusted pre-tax results for
all comparable periods presented (reference is made to the section “Adjusted Pre-Tax
Income (Loss)” on page 81).  For example,  you did not provide such a discussion for
fiscal 2006 compared to 2005.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 4 of 7
Item 8. Financial Statements …, page 106
Consolidated Balance Sheets, page 108

10. Please explain to us and disclose th e reason for the 62.7% increase in accounts
payable at December 31, 2007 from December 31, 2006, and the impact, in terms of cash, of such on your cash flows.  Additio nally, reconcile for us the change in
“Accounts payable” for 2007 reported in the statement of cash flows of $304,170 to
that presented in th e balance sheet of $410,551.

Notes to Consolidated Financial Statements, page 113
Note 9 – Segment Information, page 148

11. We note you disclose that you have only tw o reportable segments, “car rental” and
“equipment rental.”  Pursuant to para graph 32.b of FAS 131, an enterprise shall
reconcile the “total of the reportable segments’ measures  of profit or loss to the
enterprise's consolidated income before  income taxes, extraordinary items, and
discontinued operations,” which you have  provided.  In connection with the
preceding, however, it is not clear to us th e basis for presenting “adjusted pre-tax
income (loss)” for “corporate and other.”  In  footnote 7 to the reconciliation table in
the note, you indicate that “co rporate and other” is considered a segment.  However,
it does not appear to us that your cor porate activities would be considered a
“business” that constitute an operating segment pursuant to paragraph 10.a of FAS 131.  Moreover, assuming it is appropriate to consider “corporate” an operating
segment, it is not clear to us how a ggregating “corporate” and “other” into a
reportable segment complies with paragr aph 19 of FAS 131 and EITF 04-10.  Also
refer to Question 7 in the FASB staff’s “Segment Information: Guidance on Applying
Statement 131” in this regard.  Relative  to your current segment presentation, we
believe that amounts related to “corporat e and other” should  be presented as
reconciling items in reconciling “adjusted pre-tax income (loss)” of your reportable
segments to reported consolidated “income (loss) before income taxes and minority
interest” rather than aggregated  as a separate segment.  Pl ease revise, or explain to us
why you believe your presentation is appropriate.  If aggregation of “corporate” and “other” is appropriate, please provide us with a comprehensive analysis that clearly shows how the aggregation complies with each  of the criteria in paragraph 17 of FAS
131, including the similarity of all relevant  economic characteristics, and EITF No.
04-10.

Form 8-K Furnished on February 21, 2008
Exhibit 99.1

12. Please present the comparable GAAP measures more prominently than the corresponding non-GAAP measures presented.  For example, the bullet points at the fore front of the release should include the comparable GAAP measure, and they
should precede the corresponding non-GAAP me asure presented.  We also believe
the comparable GAAP measure should precede the corresponding non-GAAP

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 5 of 7
measure within the narrative of  the release.  For example, in the second paragraph,
mention of and discussion relative to the GAAP measure “pre-tax income” should
precede mention and discussion of “adjust pre-tax income.”  Notwithstanding that “adjusted pre-tax income” may be the measur e of profit or loss applicable to your
reportable segments for segment reporting pu rposes, we believe it is preferable to
provide investors with comprehensive information concerning your segment and
consolidated results prior to  presentation of information on a selective basis.

13. We note the qualifying information in foot note (5) with respect  to reconciling the
forecasted non-GAAP measures in the “Outl ook” section.  In this regard, please
expand your disclosure in all filings in which such qualification is presented to
provide the disclosures specified in Section II.B.2 of Release No. 33-8176 “Conditions for Use of Non-GAAP Financial Me asures” with respec t to accessibility
of GAAP financial measure on a forward-looki ng basis.  Provide us with a copy of
your intended disclosure.

14. We note you utilize a “normalized” income ta x rate in the computation of “adjusted
net income.”  In this regar d, please explain to us and disclose in all filings in which
this measure is presented why ignoring the actual tax effects of your operations is
meaningful to investors.  Further, explai n to us and disclose the basis for using a
normalized rate of 35% and why this rate is more meaningful and representative
relative to another rate.

15. Based on its title, table 3 presents segment in formation.  In this regard, please clarify
for us and in your disclosure the basis for and propriety here of the adjusted diluted
earnings per share amounts presented in this table.  Based on disclosure elsewhere in
the exhibit, it appears these per share amounts are based on consolidated results.

Exhibit 99.2

16. In regard to “adjusted pre-tax income” and “adjusted net income,”  you state that these
represent your “preferred” measures of ope rational performance.  In this regard,
please tell us and disclose, in  detail specific to your circ umstances, in all filings in
which such representation is made the basis for why such measures should also be preferable to your investors and the meani ngfulness to them of each adjustment in
deriving these measures.

17. In regard to “adjusted diluted earnings pe r share,” please clarify for us and in your
disclosure in all filings in which such  measure is included, as appropriate, the
following:
a) The basis upon which the “pro forma post-IPO diluted number of shares
outstanding” is computed.  In this regard, disclose in detail how this number is comparable to diluted actual weighted aver age number of shares.  Further, clarify
whether the pro forma amount includes the e ffects of all dilutive instruments, and
if not, the basis for this and how exclusion of  such is meaningful to investors.  In

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 6 of 7
connection with this last point, disclose the dilutive instruments and their amounts
included in the actual number that are not  included in the pro forma number.
b) Why the impacts of the IPO would not be adequately reflected in actual per share
amounts in periods subsequent to the IPO.
c) Why the “pro forma post-IPO diluted number of shares outstanding” for the fourth quarter and year of 2007 is le ss than the corresponding diluted actual
weighted average number of shares.
d) Include disclosure that isolates the ef fect of the “pro forma post-IPO diluted
number of shares outstanding” on your actua l results.  For example, since the “pro
forma post-IPO diluted number of shares outstanding” is currently used only in
presenting the diluted per share amount of non-GAAP results, its effect is not
comparable to your actual diluted per share amounts.  Further, for a more
balanced presentation, you should also disclose the effect of  the actual diluted
weighted average number of shares on your  non-GAAP results.  Provide us with a
copy of your intended disclosure on a balanced basis as indicated.

The Hertz Corporation

18. Please conform the relevant disclosures in the corresponding filings of The Hertz Corporation to the comments indicated a bove for Hertz Global Holdings, Inc., as
appropriate.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Hertz Global Holdings, Inc., The Hertz Corporation
April 8, 2008
Page 7 of 7
You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Branch Chief

CORRESP
1
filename1.htm

GOLDMAN, SACHS & CO.    LEHMAN BROTHERS    MERRILL
LYNCH & CO.

June 8, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Re:          Hertz
Global Holdings, Inc. (“the Company”)

Registration Statement on
Form S-1 (File No. 333-143108)

Ladies and Gentlemen:

As Representatives of the
several Underwriters of up to 51,750,000 shares of common stock of Hertz Global
Holdings, Inc. (“the Company”), we hereby join with the Company’s request for
acceleration of the above-referenced Registration Statement, requesting
effectiveness for 1:00 p.m. (NYT) on June 12, 2007, or as soon thereafter as is
practicable.

Pursuant to Rule 460 of
the General Rules and Regulations under the Securities Act of 1933, we wish to
advise you that we have effected the following distribution of the Company’s  Preliminary Prospectus dated June 1, 2007,
through the date hereof:

Preliminary
Prospectus dated June 1, 2007:

27,594  copies to prospective Underwriters,
institutional investors, dealers and others

The undersigned advise that they have complied and
will continue to comply with Rule 15c2-8 under the Securities Exchange Act of
1934.

  Very truly yours,

  GOLDMAN, SACHS & CO.

  LEHMAN BROTHERS INC.

  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  As Representatives of the several Underwriters

  By: GOLDMAN, SACHS & CO.

  By:

  /s/ Goldman, Sachs &Co.

  Name: Charles Park

  Title: Managing Director

  LEHMAN BROTHERS INC.

  By:

  /s/ Arlene Salmonson

  Name: Arlene Salmonson

  Title: Vice President

  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  By:

  /s/ Mark Williamson

  Name: Mark Williamson

  Title: Director

 2

CORRESP
1
filename1.htm

HERTZ
GLOBAL HOLDINGS, INC.

225 Brae Boulevard

Park Ridge, NJ 07656

June 8, 2007

Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-1

of Hertz Global Holdings, Inc.

File No.
333-143108

Ladies and Gentlemen:

Pursuant to the
provisions of Rule 461 under the Securities Act of 1933, as amended, Hertz
Global Holdings, Inc., a Delaware corporation (the “Registrant”), hereby
respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at
1:00 P.M. (EST) on June 12, 2007 or as soon thereafter as possible.

The Registrant
hereby acknowledges that:

(i)             should
the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

(ii)            the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

(iii)           the
Registrant may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

[remainder of the page intentionally left blank]

  Very truly yours,

  HERTZ GLOBAL
  HOLDINGS, INC.

  By:

  /s/ Harold E. Rolfe

  Name:

  Harold E. Rolfe

  Title:

  Senior Vice President, General Counsel

  and Secretary

Mail Stop 3561

May 31, 2007

Via U.S. Mail & Facsimile (212) 521-7036
Harold Rolfe, Esq.
Senior Vice President, Gene ral Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, NJ  07656-0713

Re:  Hertz Global Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 21, 2007
 File No. 333-143108

Dear Mr. Rolfe,

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you s hould revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In some of our comment s, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Underwriting, page 186

Please disclose any trading that you are awar e of by Merrill Lynch & Co. in the securities
of Hertz Global Holdings, Inc. since your  initial public offering, summarize possible
securities law violations, and provide anticipated disgorgement to you from Merrill Lynch, if any.

*********************

Harold Rolfe, Esq.
Hertz Global Holdings, Inc.
May 31, 2007 Page 2
As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Notwithstanding our comments, in the even t the company request s acceleration of
the effective date of the pending registration st atement, it should furnish a letter, at the time
of such request, acknowledging that

• Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• The action of the Commission or the staff, acting pursuant to delegated
authority in declaring the filing effectiv e, does not relieve th e company from its
full responsibility for the adequacy and accu racy of the disclosu re in the filing;
and
• The company may not assert this action as  a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Harold Rolfe, Esq.
Hertz Global Holdings, Inc.
May 31, 2007 Page 3
Please contact Joshua Ravitz at (202 ) 551-4817 or me at (202) 551-3750 with any
other questions.

Regards,

Max A. Webb
 Assistant Director

cc: Via Facsimile (212) 521-7036
 Steven Slutzky, Esq.
Debevoise & Plimpton LLP

September 29, 2006

Mark P. Frissora
Chief Executive Officer and Director
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

 Re: Hertz Global Holdings, Inc.
  Amendment No. 2 to Form S-1
  Registration No. 333-135782
  Annex 18, received on September 21, 2006
  Response to comment 52, received on August 25, 2006

Dear Mr. Frissora:

 We have reviewed the above referenc ed documents and have the following
comments.  We ask you to provide us with further information so that we may better
understand your accounting and disclosure.  We may raise further comments after
reviewing this information.  In comment nu mber two we also ask you to revise your
registration statement.  If you believe a revi sion is unnecessary, we w ill consider the basis
for your belief.  Please respond to our comments via EDGAR.

 In addition, at your earliest convenience, please file the September 28, 2006
correspondence from your counsel into our E DGAR database.  Please note that we have
not yet commenced a review of this correspondence.

 Please feel free to contact us with any questions.
1. Please provide us the valuations of y our common stock as of May 15, 2006, June
30, 2006, and August 15, 2006 conducted by the independent valuation specialist.  Please note that we may have extensive comments on the significant assumptions
used in the valuations.
2. We note that you describe seven factors th at contribute to the difference between
the estimated price range for the offering and the fair value of your common stock
as of the valuation dates.  Please revise  your analysis to separately address the
increase in fair value between each of the valuation dates – including the final
valuation date and the mid-point of your current estimated offering range.
(Hereinafter, the three valuation dates and the current estimated offering range are
referred to as the “ valuation dates .”)  Additionally, for each factor that you
describe, separately quantify the increas e in fair value that you believe is

Hertz Global Holdings, Inc.
September 29, 2006
Page 2 of 4
attributable to such factor and provi de a summary reconciliation between the
valuation dates.  And finally, please revise  your document in a fashion similar to
your response to explain to investors th e reason for the increases in fair value
between the valuation dates.
3. We understand that the marketability provide d by an initial public offering of
your common stock will increase the ente rprise value because it allows you access
to the public capital markets.  We note , however, that your third valuation date
was approximately one month after you file d your initial registration statement,
your second valuation date was only two w eeks prior to the date you filed your
initial registration statement,  and your first valuation date was only 60 days prior
to the date you filed your initial registration statement.  Given the three valuation dates were relatively contemporaneous with your decision to pursue an initial public offering, it appears that decreased cost of capital that is typically associated
with a successful initial public offering would have i nured to the value of your
common shares.  That is, it does not a ppear that this factor would have
contributed to a significan t increase in the value of  your common stock between
the valuation dates.  Accordingly, please explain to us in detail how much this
factor has contributed to th e increases in the fair value of your common stock and
the basis for your determination.
4. Please provide us a detailed statement of accounts that support the amount of
LTM EBITDA at each of the valuation dates and an accompanying detailed analysis explaining significan t period over period changes.
5. Please explain to us in much greate r detail how the increased investor
appreciation for the industry  has contributed to the incr eases in the valuation of
your common stock between the valuati on dates.  The connection between any
increased investor appreciation and your share price appears tenuous and
speculative.  Further, your analysis is not clear, as it seems to support a discount
to the industry that should still be reflected in the price of your common stock.  Please clarify.
6. Please provide us the strategic plan referred to in your response and any other previously completed strategic plans.  In addition, tell us when work began on the
recently completed strategic plan and tell us its percentage completion as of the date Mr. Frissora began his involve ment in the strategy planning.
7. We note that Mr. Frissora spent much of  his first six weeks helping to shape a
long-term strategic plan for your Co mpany, which was finalized on August 30,
2006.  Given that Mr. Frissora purchased his shares during the period which your
long-term strategic plan was being formed, please tell us the extent to which the
higher growth targets and margin improvements established in your long-term
strategic plan were incorporated into your valuation of the shares purchased

Hertz Global Holdings, Inc.
September 29, 2006
Page 3 of 4
August 15, 2006.  To the extent that such projections were not incorporated, please explain why.
8. If not apparent in the independent va luation, please explain to us how the
independent valuation incorporated your ne gative sentiment of the outlook of the
initial public offering market.  In addition, we note the absence of a discussion of any turnaround.  Even if there was a sli ght turn around in the market during the
first three weeks of the month of Septem ber, it is unclear how it impacted your
current estimated offering price.  That is , it appears that the damp market would
have continued to impact your Septembe r estimate.  Accordingly, please explain
to us in more detail how the poor outlook for the initial public offering market as
a whole has impacted your valuations a nd current estimated offering price.
9. Please further explain to us the reason for the increased valuation multiples.   We do not believe your analysis adequately supports the signific ant increases in
valuation multiples.
10. We note that when performing your August 15, 2006 valuation based on EBITDA multiples, your computation included approximately $14.3 billion of outstanding debt.  However, when estimating your offering price range based upon EBITDA multiples, your computation only in cluded approximately $12.8 billion of
outstanding debt.  Please te ll us when the additional debt was extinguished and
whether such debt was extinguished using cash on hand.  If the debt was extinguished using cash on hand, please tell us why you have not assumed that the
debt was extinguished at the time that you performed your valuation of the shares
sold on August 15, 2006.
11. Please provide us any valuation that was used to determine your estimated
offering price.
12. Please explain to us how you and your independent valuation specialists have
considered – or please consider now – the identities of the Sponsors as a factor
that contributed to a signif icant and substantial enhancem ent to the fair value of
your common shares as of each of the valuation dates.  That is, did your common shares command a premium solely based upon its association with the preeminent
firms of (1) Clayton, Dubilier & Rice , (2) The Carlyle Group, and (3) Merrill
Global Private Equity?
13. Please tell us why your “Equity Value Range  (control, marketable per share) ex-
dividend” would be lower at August 15, 2006 than at June 30, 2006 if both your LTM EBITDA and LTM EBITDA multiple range were higher at August 15,
2006.  In your response, also specifically tell us whether the income used when
performing the income valuation method was also higher at August 15, 2006 than at June 30, 2006.

Hertz Global Holdings, Inc.
September 29, 2006
Page 4 of 4

 You may contact Jeff Sears with any questions at 202-551-3302.  You may also
contact me at 202-551-3812.

        S i n c e r e l y ,

        M i c h a e l  F a y
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

HERTZ
GLOBAL HOLDINGS, INC.

225 Brae Boulevard

Park Ridge, NJ 07656

November 13, 2006

Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration
Statement on Form S-1

of Hertz Global Holdings, Inc.

File No.
333-135782

Ladies and Gentlemen:

Pursuant to the
provisions of Rule 461 under the Securities Act of 1933, as amended, Hertz
Global Holdings, Inc., a Delaware corporation (the “Registrant”), hereby
respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at
3:00 P.M. (EST) on November 15, 2006 or as soon thereafter as possible.

The Registrant
hereby acknowledges that:

(i)             should
the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

(ii)            the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

(iii)           the
Registrant may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

[remainder of the page intentionally left blank]

  Very truly yours,

  HERTZ GLOBAL HOLDINGS, INC.

  By:

  /s/ PAUL J.
  SIRACUSA

  Name:

  Paul J. Siracusa

  Title:

  Executive Vice President and Chief

  Financial Officer

 2

November 13, 2006

Securities and
Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

  Re:

  Hertz Global Holdings, Inc.

  Filed on Form S-1

  Registration No. 333-135782

Ladies and Gentlemen:

In connection with the above-captioned
Registration Statement, we wish to advise that between October 27, 2006 and the
date hereof 36,995 copies of the Preliminary Prospectus dated October 27, 2006
were distributed as follows: 32,469 to 26 prospective underwriters; 4,360 to
4,360 institutional investors; 145 to 2 prospective dealers; 1 to 1 individual;
9 to 3 rating agencies and 11 to 11 others.

In connection with the
above-captioned Registration Statement, we also wish to advise that between
November 7, 2006 and the date hereof 2,900 copies of the Preliminary Prospectus
dated November 7, 2006 were distributed as follows: 2,475 to 25 prospective
underwriters and 425 to 425 institutional investors; and between November 13,
2006 and the date hereof 3,740 copies of the Preliminary Prospectus dated
November 13, 2006 were distributed as follows: 3,610 to 25 prospective
underwriters and  130 to 130
institutional investors

We have been informed by
the participating underwriters that they will comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.

We hereby join in the
request of the registrant that the effectiveness of the above-captioned
Registration Statement, as amended, be accelerated to 3:00pm EST on November
15, 2006 or as soon thereafter as practicable.

  Very truly yours,

  GOLDMAN, SACHS & CO.

  LEHMAN BROTHERS INC.

  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

  J.P. MORGAN SECURITIES INC.

  As Representatives of the

  Prospective Underwriters

  By:

  /s/ Goldman, Sachs & Co.

     (Goldman, Sachs & Co.)

  On behalf of the Representatives

CORRESP
1
filename1.htm

[Letterhead of Debevoise & Plimpton LLP]

November 2,
2006

VIA
EDGAR

Ms. Sara
D. Kalin

Branch Chief—Legal

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Mail Stop 3561

Re:Hertz Global Holdings, Inc.

Amendment No. 4 to the Registration Statement on Form S-1

Filed October 27, 2006

File No. 333-135782

Dear Ms. Kalin:

        This
letter sets forth the responses of Hertz Global Holdings, Inc. (the "Company") to the comments contained in your letter, dated October 30, 2006, relating to Amendment
No. 4 filed with the Securities and Exchange Commission (the "Commission") on October 27, 2006 to the Registration Statement on Form S-1 (the "Registration Statement")
of the Company. The Company supplementally advises the staff of the Commission (the "Staff") that is has subsequently filed Amendment No. 5 to the
Registration Statement on October 30, 2006. 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.

        The
Company supplementally advises the Staff that, for the reasons discussed below, the Company does not believe that it is necessary at this time to amend the Registration Statement in
response to the Staff's comments.

General

1.We note from public reports and your company website that you may have operations in Syria, a country identified as a state sponsor of terrorism by the State
Department and subject to export controls and sanctions administered by the Commerce Department's Bureau of Industry and Security and the Treasury Department's Office of Foreign Assets Control. Your
Form S-1 identifies operations in the Middle East but does not contain information relating specifically to operations in or contacts with Syria. Please describe your current, past
and anticipated operations in and contacts with Syria, if any, including through subsidiaries, licensees, affiliates and other direct and indirect arrangements.

        In
response to the Staff's comment, the Company supplementally advises the Staff that it currently conducts car rental operations in three locations in Syria through a single franchisee.
The three locations (one each at the Damascus airport and at hotels located in Damascus and Aleppo) are operated under a franchise agreement, originally implemented in 1997 and renewed in
January 2002, with an entity called Syria Cars and Services Ltd. (the "Franchisee"). Recent correspondence from the franchisee addressed to the Company has been issued by an entity
called Chamtour, which the Company believes based on information provided by its contacts with the Franchisee to be a sub-franchisee of the Franchisee. The Company does not believe that
the Franchisee is an entity controlled by the government of Syria. The current term of the agreement with the Franchisee will expire on December 31, 2006. While the Company presently intends to
maintain a presence in Syria through a franchisee or licensee for the purposes of protecting its rights in the Hertz name and trademark within Syria and meeting the global car rental needs of its
customers, it does not intend to

expand
its car rental operations in Syria materially. The Company further advises the Staff that it does not conduct any equipment rental business in Syria, directly or indirectly.

2.Discuss the materiality to you of the operations and contacts described in your response to the foregoing comment, in light of Syria's status as a state sponsor
of terrorism. Please also discuss whether the operations or contacts constitute a material investment risk to your security holders. Please describe the extent to which the government of Syria or
entities controlled by it are intermediaries or receive financing in connection with your operations associated with that country.

        In
response to the Staff's comment, the Company supplementally advises the Staff that it believes its car rental operations through the Franchisee in Syria are de
minimis and do not present an investment risk to the Company's securityholders. Based on reports provided to the Company from the Franchisee, the fees received by the Company
(based on a percentage of revenue generated by the Franchisee from the rental of cars under the Hertz brand) have been declining since 1998. In recent years, the aggregate of franchise fees and other
charges received by the Company from the Franchisee has been less than $10,000 annually. To the best of the Company's knowledge, the Franchisee is a privately-owned entity formed under the laws of
Syria with two shareholders, one of whom is an individual with a registered address in Syria and the other of which is a corporate entity with a registered address in the United Arab Emirates. The
Company does not believe that the Franchisee is an entity controlled by the government of Syria. The Company does not provide financing or purchasing assistance in respect of the fleet operated by the
Franchisee.

3.Your materiality analysis should address materiality in quantitative terms, including the approximate dollar amount of revenues, assets and liabilities
associated with Syria. Please address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of
corporate activities upon your reputation and share value.

For example, we note that Arizona and Louisiana have adopted legislation requiring their state retirement systems to prepare reports regarding state pension fund assets
invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries identified as state sponsors of terrorism. The Missouri Investment Trust has
established an equity fund for the investment of certain state-held monies that screens out stocks of companies that do business with U.S.-designated state sponsors of terrorism. We note
also that the Pennsylvania legislature has adopted a resolution directing its Legislative Budget and Finance Committee to report annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies
operating in Syria.

Please also address the impact of your regulatory compliance programs, such as programs designed to prevent terrorism funding, which cover operations and contacts associated
with Syria, and any internal risk assessment undertaken in connection with business in Syria.

        In
response to the Staff's request for a quantitative and qualitative analysis of the materiality of its operations or contacts in Syria, the Company supplementally advises the Staff
that, in the last two fiscal years in the period ended December 31, 2005, revenues generated by fees paid to the Company by the Franchisee have represented a very small fraction of one percent
of the Company's total revenues and total car rental segment revenues, and the aggregate of franchise fees and other charges have not exceeded $10,000 annually during this period. This amount
represents less than two ten thousandths of a percent of the Company's total revenues of $6,676.0 million and $7,469.2 million and of the Company's total car rental segment revenues of
$5,507.7 million and $6,046.8 million for the fiscal years ended December 31, 2004 and 2005, respectively. In addition, the Company believes that the fleet operated by the
Franchisee under the Hertz brand consists of between 15 and 25 rental cars. These rental cars are not owned by the Company or any of its subsidiaries; therefore, no assets or liabilities associated
with the car rental fleet of the Franchisee are included in the Company's balance sheet.

2

However,
if these cars were to be included in the Company's own car rental fleet, they would represent between three and six thousandths of a percent of the Company's average operated fleet of 438,800
cars (which excludes cars in the fleets of its franchisees and licensees) for 2005. The Company notes that the Franchisee advertises that it has a fleet of approximately 500 cars available for rent,
which number corresponds to approximately one tenth of a percent of the Company's average operated fleet for 2005; however, the Franchisee reports to the Company that as of September 30, 2006,
there are only 15 cars in the Franchisee's Hertz fleet, down from 22 cars in 1998.

        The
Franchisee also reports to the Company the number of transactions it conducts each year under the Hertz brand name. This number has declined from 453 in 1998 to 188 for 2005, and
peaked in 1999 at 892 transactions. The average number of annual transactions conducted by the Franchisee under the Hertz brand from 1998 through the end of 2005 was 322.6. By contrast, the Company
conducts approximately 28 million car rental transactions annually, which excludes the transactions of its franchisees and licensees. Measured against this statistic, the Franchisee's average
number of annual transactions over the last several years represents approximately one thousandth of a percent of the Company's annual car rental transactions.

        The
Company further advises the Staff that it believes that its dealings with the Franchisee are likely to be viewed by investors as qualitatively immaterial. From 2001 through 2005, The
Hertz Corporation was a wholly-owned subsidiary of Ford Motor Company. From 1997 through 2001, a portion of the common stock of The Hertz Corporation traded on The New York Stock Exchange, while the
majority of The Hertz Corporation's common stock was owned by Ford Motor Company. In addition, The Hertz Corporation is an issuer of billions of dollars in principal amount of debt securities that the
Company believes are widely held by a variety of institutional and individual investors. As a result of these issuances, The Hertz Corporation has for several years filed periodic reports under the
Securities
Exchange Act of 1934 and had extensive dealings with investors in its debt securities. The Company is not aware that any investor in the securities of The Hertz Corporation has ever made any inquiry
regarding car rental operations in Syria. Given the very limited amount of revenue derived from license fees paid by the Franchisee to the Company; the small number of cars in the Franchisee's fleet;
the small number of annual car rental transactions attributable to the Franchisee's operations; the fact that the Company has no involvement in the day-to-day operation of the
Franchisee's car rental business conducted under the Hertz name; and the absence of any investor queries to date, the Company believes that investors are not likely to view the specific details of the
Company's relationship with the Franchisee as important in making an investment decision regarding the Company's securities.

        In
response to the Staff's comment regarding the Company's regulatory compliance programs, the Company supplementally advises the Staff that it is the Company's regular practice to
consult with outside counsel experienced in matters of United States law relating to sanctions, embargoes and similar restrictions when operating in countries such as Syria that may be viewed as state
sponsors of terrorism or be otherwise subject to trade restrictions. The Company has relied in part on the advice of outside counsel to confirm its understanding that its activities in Syria through
the car rental operations of the Franchisee are not unlawful. In addition, the Company supplementally advises the Staff that it maintains reporting and other internal audit processes to ensure that
the Company's operations are conducted in compliance with United States and other applicable law.

*
* * * *

3

        If
you have any questions regarding this letter, please do not hesitate to call Steven Slutzky at (212) 909-6036, Lee Barnum at (212) 909-6431 or
Kristine Hutchinson at (212) 909-6160.

    Regards,

    /s/
Steven J. Slutzky

    Steven
J. Slutzky

cc:H.
Yuna Peng

Jeffrey Sears

Michael Fay

James Lopez

    Securities and Exchange Commission

Mark P. Frissora

Paul J. Siracusa

Harold E. Rolfe, Esq.

Richard Foti

    Hertz Global Holdings, Inc.
4

Mail Stop 3561

October 30, 2006

Via U.S. Mail

Harold E. Rolfe, Esq.
Senior Vice President,
General Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

Re:  Hertz Global Holdings, Inc.
 Amendment No. 4 to Registra tion Statement on Form S-1
 Filed October 27, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have the following comments in addi tion to the oral comments issued on
October 27, 2006.

General

1. We note from public reports and your company website that you may have
operations in Syria, a country identified as  a state sponsor of terrorism by the State
Department and subject to export contro ls and sanctions administered by the
Commerce Department’s Bureau of Indus try and Security and the Treasury
Department’s Office of Foreign Assets Control.  Your Form S-1 identifies
operations in the Middle East but does not contain information relating specifically to operations in or contacts with Syria.   Please describe your current, past and
anticipated operations in and contacts with Syria, if any, including through
subsidiaries, licensees, affiliates and ot her direct and indirect arrangements.

2. Discuss the materiality to you of the ope rations and contacts  described in your
response to the foregoing comment, in light of Syria’s status as a state sponsor of
terrorism.  Please also discuss whether the operations or contacts constitute a material investment risk to your security holders.  Please desc ribe the extent to
which the government of Syria or entities controlled by it are intermediaries or
receive financing in connection with your operations associated with that country.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
October 30, 2006 Page 2

3. Your materiality analysis should addre ss materiality in quantitative terms,
including the approximate dollar amount of revenues, assets and liabilities
associated with Syria.  Please address materi ality in terms of qualitative factors that
a reasonable investor would deem important in making an investment decision,
including the potential impact of cor porate activities upon yo ur reputation and
share value.

 For example, we note that Arizona an d Louisiana have adopted legislation
 requiring their state retirement systems to  prepare reports regarding state pension
 fund assets invested in, and/or permitti ng divestment of state pension fund assets
 from, companies that do business with c ountries identified as state sponsors of
 terrorism.  The Missouri Investment Trus t has established an equity fund for the
 investment of certain state-held monies th at screens out stocks of companies that do
 business with U.S.-designated state sponsor s of terrorism.  We note also that the
 Pennsylvania legislature has adopted a re solution directing its Legislative Budget
 and Finance Committee to report annually to the General Assembly regarding state
 funds invested in companies that have tie s to terrorist-sponsoring countries.  Your
 materiality analysis should address the potential impact of the investor sentiment
 evidenced by such actions directed to ward companies operating in Syria.

 Please also address the impact of your regulatory compliance programs, such as
 programs designed to prevent terrori sm funding, which cover operations and
 contacts associated with Syria, and a ny internal risk assessment undertaken in
 connection with business in Syria.

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
October 30, 2006 Page 3

You may contact Jeffrey S ears at (202) 551-3302 or Mi chael Fay at (202) 551-3812
if you have questions regarding comments on the financial statements and related matters.
Please contact H. Yuna Peng at (202) 551- 3391or me at (202) 551-3454 with any other
questions.

Regards,

Sara D. Kalin
Branch Chief - Legal

cc: Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
 via facsimile:  (212) 909-6836

Mail Stop 3561

October 25, 2006

Via U.S. Mail

Harold E. Rolfe, Esq.
Senior Vice President,
General Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

Re:  Hertz Global Holdings, Inc.
 Amendment No. 3 to Registra tion Statement on Form S-1
 Filed October 23, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your responses to the comments in our letter dated September
28, 2006 and have the following comments.   Pl ease note that all page references below
correspond to the marked version of  your filing provided by counsel.

Front Cover of Registration Statement

1. From the voicemail Mr. Slutzky left  with the staff on October 23, 2006, we
understand that you are increasing the size of the offering.  If  that is the case, please
include a revised Calculation of Registration Fee Table in your next amendment.

Front Cover of Prospectus

2. We note the disclosure you have added to the front cover page of the prospectus
regarding the special dividend.  Please revise  to clarify that inve stors in the offering
will not be entitled to receive any distri butions in connection with the dividend.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 63

3. Please expand the disclosure on the “adj ustments” you plan to make to your
workforce and operations.  We note that  you have not yet developed “detailed

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
October 25, 2006 Page 2

estimates of these expenses or a detailed timeline” for their implementation, but to
the extent you believe the adjustments w ill be material to the company, please
expand your disclosure to provide additional information regarding the expected
impact on your results of operations.

Certain Relationships and Relate d Party Transactions, page 151

4. We note that affiliates of Merrill Lynch & Co. are lenders under the Fleet Financing Facility.  Please disclose the information required by Item 404 of
Regulation S-K with respect to this transaction.  Additiona lly, please include
similar disclosure regarding the Hertz Holdings Loan Facility.

Hertz’s and Puerto Ricancars, Inc. ’s Fleet Financing Facility, page 171

5. We note that the interest for the Fleet Fina ncing Facility will be, at the applicable
borrower’s election, either LIBOR plus a borrowing margin or an alternate base
rate plus a borrowing margin.  Please e xpand your disclosure to provide more
detailed information regarding the interest rate applicable to this facility.  For
example, disclose the borrowing margin  or range of borrowing margins and
disclose the alternate base rate to whic h you refer.  Make corresponding changes to
the financial statement footnotes and th roughout the document as appropriate.
Finally, ensure that your next amendment in cludes the credit facility as an exhibit
to the registration statement.

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
October 25, 2006 Page 3

You may contact Jeffrey S ears at (202) 551-3302 or Mi chael Fay at (202) 551-3812
if you have questions regarding comments on the financial statements and related matters.
Please contact H. Yuna Peng at (202) 551- 3391or me at (202) 551-3454 with any other
questions.

Regards,

Sara D. Kalin
Branch Chief - Legal

cc: Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
 via facsimile:  (212) 909-6836

CORRESP
1
filename1.htm

October 6, 2006

VIA
EDGAR

Ms. Sara
D. Kalin

Branch Chief—Legal

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Mail Stop 3561

Re:Hertz Global Holdings, Inc.

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

Filed September 18, 2006

File No. 333-135782

Dear Ms. Kalin,

        This
letter sets forth the responses of Hertz Global Holdings, Inc. (the "Company") to the comments contained in your letters, dated September 28, 2006 and
September 29, 2006, relating to Amendment No. 2 to the Registration Statement on Form S-1 (the "Registration Statement") of the Company filed with the Securities and
Exchange Commission (the "Commission") on September 18, 2006. 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.

        We
have also enclosed with the paper copy of this letter supplemental materials requested by the staff of the Commission (the "Staff") or responsive to the Staff's comments. Pursuant to
Rule 418(b) promulgated under the Securities Act of 1933, as amended ("Rule 418(b)"), the supplemental information is being provided to the Staff on a supplemental, confidential basis
only and is not to be filed with or deemed a part of the Registration Statement. The Company believes that the supplemental information contains information relating to its operations and market
position, and that
disclosure of this information could cause substantial competitive harm to the Company and is not necessary for the protection of investors.

        Pursuant
to Rule 418(b), the Company hereby requests that the supplemental information be returned to the undersigned promptly following completion of the Staff's review of the
supplemental information. Please call the undersigned when the Staff has completed its review and the Company will arrange to have the supplemental information retrieved. The Company respectfully
reserves the right to have the supplemental information returned to the Company at an earlier date.

September 28, 2006 Comment Letter

Front Cover Page

1.We reissue comment 1 of our letter dated September 13, 2006. Please limit the number of underwriters identified on the cover page of the prospectus. We
note that the first paragraph of your Underwriting section lists only five underwriters as the representatives of the underwriters. Revise accordingly.

        The Company acknowledges the Staff's comment, and supplementally advises the Staff that it is customary to limit the number of underwriters that act as
representatives of the underwriters solely for purposes of taking certain actions in connection with the underwriting agreement; however, the fact that an underwriter is not named as a
"representative" does not bear on whether an underwriter not identified as a representative is nonetheless a "lead or managing underwriter" for purposes of the rules and regulations of the Commission.
For example, Credit Suisse Securities (USA) LLC is not a representative, but is acting as a "qualified independent underwriter" for the offering in accordance with the rules and regulations of the
National Association of Securities Dealers, Inc., which requires, among other things, Credit Suisse to perform due diligence investigations and make recommendations as to the final price of the
offered securities. As previously noted in the Company's letter to the Staff

dated
September 18, 2006, unlike other members of the underwriting syndicate, "lead or managing underwriters" perform responsibilities in connection with the offering, including, among other
things, due diligence on behalf of other prospective syndicate members who will subsequently be invited to participate in the offering, active participation in drafting the prospectus and the
registration statement, responding to the Staff's comments thereon, negotiating the terms of the underwriting agreement, analyzing and discussing with the Company the valuation of the Company for
purposes of determining the initial offering price range to be included in the preliminary prospectus and marketing the offering to potential accounts. As with each representative, each of the firms
listed on the cover page of the prospectus that is not a representative has acted in this capacity. Likewise, as compensation for performing these responsibilities, each of these managing underwriters
will participate in the management fee in contrast to other members of the broader underwriting syndicate that will receive only a selling concession. The Company respectfully submits that each of the
firms listed on the cover page of the prospectus is a "lead or managing underwriter" for the offering in accordance with Item 501(b)(8) of Regulation S-K, not only those firms that
are also representatives for purposes of the underwriting agreement. The Company and counsel to the underwriters are available to discuss the participation of each of these firms in the offering with
the Staff at its convenience.

Principal and Selling Stockholders, page 7

2.We reissue comment 5 of our letter dated September 13, 2006, in part. Please expand your disclosure to disclose the post-offering value of
the sponsors' ownership interest in the company based on the offering price of the company's stock.

        In response to the Staff's comment, the Company will revise the disclosure on pages 8 and 9 of the Registration Statement to indicate the value of the Sponsors'
ownership interest following the completion of the proposed offering, as marked on Annex A to the paper copy of this response letter.

September 29, 2006 Comment Letter

1.Please provide us the valuations of your common stock as of May 15, 2006, June 30, 2006, and August 15, 2006 conducted by the independent
valuation specialist. Please note that we may have extensive comments on the significant assumptions used in the valuations.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

2.We note that you describe seven factors that contribute to the difference between the estimated price range for the offering and the fair value of your common
stock as of the valuation dates. Please revise your analysis to separately address the increase in fair value between each of the valuation dates—including the final valuation date and the
mid-point of your current estimated offering range. (Hereinafter, the three valuation dates and the current estimated offering range are referred to as the "valuation dates.")
Additionally, for each factor that you describe, separately quantify the increase in fair value that you believe is attributable to such factor and provide a summary reconciliation between the
valuation dates. And finally, please revise your document in a fashion similar to your response to explain to investors the reason for the increases in fair value between the valuation dates.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

2

3.We understand that the marketability provided by an initial public offering of your common stock will increase the enterprise value because it allows you access
to the public capital markets. We note, however, that your third valuation date was approximately one month after you filed your initial registration statement, your second valuation date was only two
weeks prior to the date you filed your initial registration statement, and your first valuation date was only 60 days prior to the date you filed your initial registration statement. Given the
three valuation dates were relatively contemporaneous with your decision to pursue an initial public offering, it appears that decreased cost of capital that is typically associated with a successful
initial public offering would have inured to the value of your common shares. That is, it does not appear that this factor would have contributed to a significant increase in the value of your common
stock between the valuation dates. Accordingly, please explain to us in detail how much this factor has contributed to the increases in the fair value of your common stock and the basis for your
determination.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

4.Please provide us a detailed statement of accounts that support the amount of LTM EBITDA at each of the valuation dates and an accompanying detailed analysis
explaining significant period over period changes.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

5.Please explain to us in much greater detail how the increased investor appreciation for the industry has contributed to the increases in the valuation of your
common stock between the valuation dates. The connection between any increased investor appreciation and your share price appears tenuous and speculative. Further, your analysis is not clear, as it
seems to support a discount to the industry that should still be reflected in the price of your common stock. Please clarify.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

6.Please provide us the strategic plan referred to in your response and any other previously completed strategic plans. In addition, tell us when work began on
the recently completed strategic plan and tell us its percentage completion as of the date Mr. Frissora began his involvement in the strategy planning.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

7.We note that Mr. Frissora spent much of his first six weeks helping to shape a long-term strategic plan for your Company, which was finalized
on August 30, 2006. Given that Mr. Frissora purchased his shares during the period which your long-term strategic plan was being formed, please tell us the extent to which
the higher growth targets and margin improvements established in your long-term strategic plan were incorporated into your valuation of the shares purchased August 15, 2006. To the
extent that such projections were not incorporated, please explain why.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

3

8.If not apparent in the independent valuation, please explain to as how the independent valuation incorporated your negative sentiment of the outlook of the
initial public offering market. In addition, we note the absence of a discussion of any turnaround. Even if there was a slight turn around in the market during the first three weeks of the month of
September, it is unclear how it impacted your current estimated offering price. That is, it appears that the damp market would have continued to impact your September estimate. Accordingly, please
explain to us in more detail how the poor outlook for the initial public offering market as a whole has impacted your valuations and current estimated offering price.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

9.Please further explain to us the reason for the increased valuation multiples. We do not believe your analysis adequately supports the significant increases in
valuation multiples.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

10.We note that when performing your August 15, 2006 valuation based on EBITDA multiples, your computation included approximately $14.3 billion of
outstanding debt. However, when estimating your offering price range based upon EBITDA multiples, your computation only included approximately $12.8 billion of outstanding debt. Please tell us
when the additional debt was extinguished and whether such debt was extinguished using cash on hand. If the debt was extinguished using cash on hand, please tell us why you have not assumed that the
debt was extinguished at the time that you performed your valuation of the shares sold on August 15, 2006.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

11.Please provide us any valuation that was used to determine your estimated offering price.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

12.Please explain to us how you and your independent valuation specialists have considered—or please consider now—the identities of the
Sponsors as a factor that contributed to a significant and substantial enhancement to the fair value of your common shares as of each of the valuation dates. That is, did your common shares command a
premium solely based upon its association with the preeminent firms of (1) Clayton, Dubilier & Rice, (2) The Carlyle Group, and (3) Merrill Global Private Equity?

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

4

13.Please tell us why your "Equity Value Range (control, marketable per share) ex-dividend" would be lower at August 15, 2006 than at
June 30, 2006 if both your LTM EBITDA and LTM EBITDA multiple range were higher at August 15, 2006. In your response, also specifically tell us whether the income used when performing
the income valuation method was also higher at August 15, 2006 than at June 30, 2006.

        The Company acknowledges the Staff's comment, and notes for the Staff that it has provided supplementally, in accordance with Rule 418(b), the Company's
response to the Staff's comment as Annex B to the paper copy of this letter.

*
* * * *

        If
you have any questions regarding this letter, please do not hesitate to call Steven Slutzky at (212) 909-6036, Lee Barnum at (212) 909-6431 or
Kristine Hutchinson at (212) 909-6160.

Regards,

/s/ Steven J. Slutzky

Steven J. Slutzky

cc:H.
Yuna Peng

Jeffrey Sears

Michael Fay

    Securities and Exchange Commission

Mark P. Frissora

Paul J. Siracusa

Harold E. Rolfe, Esq.

Richard Foti

    Hertz Global Holdings, Inc.

Enclosures

5

CORRESP
1
filename1.htm

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.)
2

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,

3

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.
4

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:

5

•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

Mail Stop 3561

September 28, 2006

Via U.S. Mail

Harold E. Rolfe, Esq.
Senior Vice President,
General Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

Re:  Hertz Global Holdings, Inc.
 Amendment No. 2 to Registra tion Statement on Form S-1
 Filed September 18, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your responses to the comments in our letter dated September
13, 2006 and have the following comments in additi on to the oral comments we raised in
the September 24, 2006 conference call.   Please be advised that we are still considering
the information in the letter you submitted to us on September 21, 2006.   We may have
further comments.  Please note that all page references below correspond to the marked
version of your filing provided by counsel.

Front Cover Page

1. We reissue comment 1 of our letter dated September 13, 2006.  Please limit the
number of underwriters id entified on the cover page of  the prospectus.  We note
that the first paragraph of your Underwriting section lists only five underwriters as the representatives of the underw riters.  Revise accordingly.

Principal and Selling Stockholders, page 7

2. We reissue comment 5 of our letter da ted September 13, 2006, in part.  Please
expand your disclosure to disclose th e post-offering value of the sponsors’
ownership interest in the company base d on the offering price of the company’s
stock.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 28, 2006 Page 2

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

You may contact Jeffrey S ears at (202) 551-3302 or Mi chael Fay at (202) 551-3812
if you have questions regarding comments on the financial statements and related matters.
Please contact H. Yuna Peng at (202) 551- 3391or me at (202) 551-3454 with any other
questions.

Regards,

Sara D. Kalin
Branch Chief - Legal

cc: Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
 via facsimile:  (212) 909-6836

CORRESP
1
filename1.htm

[Letterhead of Debevoise &
Plimpton LLP]

September 21, 2006

Ms. Sara D. Kalin

Branch Chief — Legal

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. 1 to Registration Statement on Form S-1

Filed August 25, 2006

File No. 333-135782

Dear Ms. Kalin:

This letter sets forth the responses of Hertz Global
Holdings, Inc. (the “Company”) to comment 18 (“Comment 18”) contained in your
letter, dated September 13, 2006, relating to Amendment No. 1 to the
Registration Statement on Form S-1 (the “Registration Statement”) of the
Company filed with the Securities and Exchange Commission (the “Commission”) on
August 25, 2006.  The text of Comment 18
is set forth in bold/italicized type below, and the Company’s response is set
forth in plain type immediately beneath such comment.

Enclosed with the paper copy of this letter are
supplemental materials requested by the staff of the Commission (the “Staff”)
or responsive to the Staff’s comments.
Pursuant to Rule 418(b) promulgated under the Securities Act of 1933, as
amended (“Rule 418(b)”), the supplemental information is being provided to the
Staff on a supplemental, confidential basis only and is not to be filed with or
deemed a part of Amendment No. 2 to the Registration Statement.

Pursuant to Rule 418(b), the Company hereby requests
that the supplemental information be returned to the undersigned promptly
following completion of the Staff’s review of the supplemental information.

The Company believes that the supplemental information
contains information relating to its operations and market position, and that
disclosure of this information could cause substantial competitive harm to the
Company and is not necessary for the protection of investors.

Please call the undersigned when the Staff has
completed its review and the Company will arrange to have the supplemental
information retrieved.  The Company
respectfully reserves the right to have the supplemental information returned
to the Company at an earlier date.

Hertz Holdings Stock Incentive Plan, page 87

18.       We have reviewed your
response to our prior comment number 52.
Please note that we will revisit your response at the time that a range
of offering prices is included in your registration statement.

The Company acknowledges the Staff’s comment, and
notes for the Staff that it has supplementally provided with the paper copy of
this letter as Annex 18 a preliminary range of offering prices, together with
supplementary explanation responding to the Staff’s comments.

* * * * *

If you have any questions regarding this letter,
please do not hesitate to call Steven Slutzky at (212) 909-6036, Lee
Barnum at (212) 909-6431 or Kristine Hutchinson at (212) 909-6160.

  Regards,

  /s/ Steven J. Slutzky

  Steven J. Slutzky

cc:     H. Yuna Peng

          Jeffrey Sears

          Michael Fay

                        Securities
and Exchange Commission

Mark P. Frissora

Paul J. Siracusa

Harold E. Rolfe, Esq.

Richard Foti

        Hertz Global Holdings, Inc.

Enclosures

2

Mail Stop 3561

September 13, 2006

Via U.S. Mail

Harold E. Rolfe, Esq.
Senior Vice President,
General Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

Re:  Hertz Global Holdings, Inc.
 Amendment No. 1 to Registra tion Statement on Form S-1
 Filed August 25, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your responses to the comments in our letter dated August 11,
2006 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing provided by counsel.

Front Cover Page

1. We note that you have added four underwri ters to the cover of your prospectus,
bringing the number of named underwriters to nine.  Please revise to identify only
the lead or managing underwriters.  S ee Item 501(b)(8) of Regulation S-K.

Summary

Our Segments, page 1

2. While we note the revisions you have made in response to prior comment 4, please
also expand your table of key facts to in clude your net income/loss information for
the fiscal year ended December 31, 2005 and the six months ended June 30, 2006.

3. We reissue prior comment 5, in part.  The materials you have provided in support
of your statements regarding certain key f acts about your business seem to indicate
that Enterprise may be a larger car rent al brand than Hertz, based on revenues.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 2

Accordingly, please either provide us with additional materials or revise to indicate,
where you have not already done so, that it is your belief  that you are the largest
worldwide general use car rental brand.  For example, the statement in the table of
key facts should be revised.

Our Markets, page 2

4. We note your response to prior comment 6 and reissue it, in part.  If the industry
information you attribute to third parties is not publicly availabl e for free or for a
nominal cost, please either attach a cons ent from each third party you reference or
revise to attribute the st atement to the company, based on its own research.  See
Rule 436 of Regulation C.  For any third pa rty sources that are available for what
you believe is a nominal cost, please qua ntify the cost in your response.

Principal and Selling Stockholders, page 7
5. We note your response to prior comment 7 and reissue it, in part.   Please clearly
disclose in this section the aggregate am ount of the investment the sponsors made
in connection with the acquisition and re financing transactions, the aggregate
amount of funds they have received so far (including dividends, consulting fees and
any other amounts received from the comp any or its affiliates), the estimated
amount they will receive as selling share holders and the value of their remaining
ownership interest based on the offering pri ce of the company’s stock.  Also, please
avoid cross-references in the fo repart of the prospectus.
6. We note your response to prior comment 8 a nd reissue it, in part .  Please briefly
discuss the material terms of this agr eement in the summary section, including the
fact that your sponsors will have the ability  to nominate a majority of the board
following the offering.

Summary Historical and Unaudited Pro Forma Financial Data, page 11
7. Please expand your disclosure here and in  other sections of your filing where you
present combined financial statements to  indicate that the presentation of the
combined financial statements is not in accordance with GAAP.
8. We have reviewed your response to our prior comment numbers 10 and 13, as well
as, the amended disclosures provided in footnote (g) to  your “Summary Historical
and Unaudited Pro Forma Financial Data” ta ble.  However, we do not believe that
you have adequately explained why the presentation of EBITDA or Pro Forma
Corporate EBITDA on a segment basis is useful to investors.  We note that the presentation of EBITDA and Pro Forma Corporate EBITDA on a segment basis
would appear to reflect th eir use as performance measures.  However, it appears
that segment “Income (loss) before income taxes and minority interest,” as

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 3

presented in Note 11 to your financial st atements, would be an appropriate measure
of segment operating performance, as that measure is computed in accordance with
GAAP.  Furthermore, we do not consider management’s internal uses of EBITDA
and Pro Forma Corporate EBITDA computed on a segment basis to be evidence of its usefulness to investors.  Base d upon the aforementioned reasons, please
discontinue the presentation of EBIT DA and Pro Forma Corporate EBITDA on a
segment basis.
9. We have reviewed your response to our prior comment numbers 11 and 13.  However, we do not believe that you have fully addressed the concerns raised in
our prior comments.  Although we note that  you are not subject to the financial
covenants of your senior cr edit facilities until the f our-quarter period ending
September 30, 2006, we believe that you shoul d disclose your covenant ratios, as
computed using your Pro Forma Corporate EBITDA and your results of operations
for the latest four quarters, so that your  investors can more adequately assess your
ability to continue to co mply with your debt covenants in future periods.
10. We have reviewed your response to our prior comment number 14.  However, we do not believe that your expanded disclosu res provide substantive evidence of the
usefulness of the presentation of “Net corporate debt” to your investors.
Furthermore, to the extent that investor s believe that your “Net corporate debt”
balance is useful for thei r personal analysis, we believe that the measure is
determinable based upon disclosures incl uded in the “Debt”  footnote to your
financial statements.  As such, disc ontinue the presentation of the non-GAAP
measure in your registration statement.  Alte rnatively, please disclose in detail why
the portion of your debt that is not colla teralized by your fleet is an important
measure to your investors – specifically discussing any additional insight that the measure provides regarding your company’s financial condition and/or results of
operations.

Risk Factors, page 23

11. We note the disclosure you have ad ded on page 162 regarding corporate
opportunities.  Please provide a separate risk  factor discussing the material risks
this arrangement poses to investors.

We face risks related to decreased acquisition or disposition of cars through repurchase and
guaranteed depreciation programs, page 25

12. We note that you expect the percentage of your car rental fleet subject to
repurchase or guaranteed depreciation progr ams to decrease substantially.  If you
believe this will have a material effect on your results of operations, please provide
quantified information regarding the estimated  magnitude of the effect in order to
put the risk in context for investors.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 4

A significant portion of our outstanding indebted ness is secured by substantially all of our
consolidated assets, page 35
13. We note that substantially all of your cons olidated assets are pledged as collateral
under the Senior Credit Facili ties and U.S. and Internationa l Fleet Debt Facilities.
Please discuss any material impacts this may have on your financial flexibility and
the investment grade of your securities.

Use of Proceeds, page 45

14. We note from your revised risk factor disclosure that a ffiliates of several
underwriters in addition to Merrill Lynch are lenders under the Hertz Holdings Loan Facility.  Please revise the last sentence of this section to name these
additional underwriters.

Dilution, page 48
15. We have reviewed your response and ame nded disclosures relating to our prior
comment number 25.  However, we do not believe that you have fully addressed
the concerns raised in our prior comment.  We note th at in response to our prior
comment, you have substituted the disclosure  of pro forma net tangible book value
(in total and on a per share ba sis) for the disclosure of  net tangible book value per
share as of your latest ba lance sheet date.  However, we believe that you should
separately disclose (in total and on a per share basis) both i) your net tangible book value as of your latest balance sheet date and ii) your pro forma net tangible book
value, giving effect to events occurring s ubsequent to your latest balance sheet date.
Please revise your disclosure accordingly.

Unaudited Pro Forma Condensed Consolidated Financial Statements, page 56
16. We have reviewed your response to prior comment 28, however, we continue to believe that adjustment 2(b) does not meet  the preparation requirements of Rule 11-
02(b)(6) of Regulation S-X because the tr ansaction gains and losses are directly
attributable to changes in exchanges rates, and not the acquisition.  You may
disclose in the notes the amount of tran saction gains and losses that were not
included in a pro forma adjustme nt.  Please revise accordingly.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 5

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Like-Kind Exchange Program, page 85
17. Please refer to prior comments 32 and 33.  E xplain to us with specificity the “form”
of your like-kind exchange programs.  As part of your response, provide us actual
examples of significant like-kind exchange s that occurred during 2006.  In addition,
in light of the fact that your like-kind exchange progr ams involve actual monetary
sales and purchases of such vehicles and e quipment, explain to us in detail both (1)
how the program will qualify as tax-deferred “like-kind exchanges” pursuant to section 1031 of the Internal Revenue Code and (2) why the program is expected to
result in a material deferral of  federal and state income taxes.

Hertz Holdings Stock Incentive Plan, page 87
18. We have reviewed your response to our prior comment number 52.  Please note
that we will revisit your re sponse at the time that a range of offering prices is
included in your registration statement.

Controls and Procedures, page 89

19. Please revise this section to clarify th at you are not an accelerated filer and are
therefore not required to es tablish and maintain internal control over financial
reporting under Rule 13a-15(f).

Underwriting, page 170

20. Please disclose that the sell ing shareholders may be deemed to be underwriters with
respect to the shares they are offering for resale.

Financial Statements for the Period Ended June 30, 2006

Notes to Condensed Consolidated Financial Statements

Note 9 – Hertz Holdings St ock Incentive Plan, page F-22
21. We have reviewed your response to our prior comment number 55, as well as, your disclosures included in Note 9 to your fi nancial statements fo r the period ended
June 30, 2006.  However, we are unclear as to how the incremental stock compensation cost resulting from the modi fication of the exercise price of your
stock options has been computed.  In this  regard, we note that aggregate weighted
average grant date fair value of the approximately 14 million options issued during the second quarter of fiscal year 2006 was approximately $75.2 million.  We note further that the value of the options was calculated based upon a weighted average

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 6

exercise price of $10.86 per share, whic h estimated the fair value of your
underlying common stock.  However, it appears that the reduction of the exercise
prices of your options by $4.32 only resulted  in an aggregate incremental increase
to the valuation of your options of a pproximately $14 million.  Given that your
common stock was fair valued by an inde pendent valuation specialist at $11.60 on
June 30, 2006, it appears that the modification to the exercise price of your options
would have placed your options significan tly in-the-money.  Therefore, it appears
that the modification to your options s hould have more significantly impacted the
future compensation cost to be recognized  with regard to the options.  As such,
please explain in detail how the impact of the modification to your options was
computed.

Note 12 – Related Party Transactions

Relationship with Hertz Investors, Inc. and the Sponsors

Consulting Agreements, page F-25
22. We note from your disclosure that u pon completion of your public offering, you
anticipate that your consulting agreements held with each of your Sponsors will be
terminated for aggregate fees of $15 million.  As the Sponsors are your Company’s principal shareholders imme diately prior to your offe ring, we believe that your
payment of $15 million to term inate the consulting agreements with the Sponsors is
analogous to a distribu tion of capital or a dividend that would be accounted for in
accordance with SAB Topic 1:B:3.  As suc h, please present a pro forma balance
sheet and pro forma earnings per share di sclosures which give effect to the
termination payments.  The pro forma balance sheet and earnings per share disclosures should be included on the face of your financial statements.
23. Please discuss in the note the changes in facts and circumstances that caused you to
anticipate that the c onsulting agreements will be term inated.  In addition, disclose
the significant terms of the consulting ag reements, including th eir duration and the
gross amount that was required to  be paid out under them.

Note 15 – Subsequent Events, page F-29

24. We note from your disclosure that Mr. Fr issora purchased shares of your common
stock in July of 2006 at a price of $5.68 per share, which is below the fair value of
your common stock on June 30, 2006, as computed by an independent valuation specialist.  Furthermore, as the shares purchased by Mr. Frissora were issued in connection with his employment agreement,  it appears that there may not be a
requisite service period over wh ich Mr. Frissora’s shares ar e to be earned.  As such,
please tell us and disclose in MD&A i)  the amount of compensation expense which
you intend to recognize in rela tion to the shares purchase d by Mr. Frissora, ii) the

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
September 13, 2006 Page 7

period over which you intend to recognize th e compensation expense, and iii) the
basis for your conclusion.  Your response should also describe the repurchase rights
that are effective upon the termination of Mr. Frissora, and whether such rights will
impact your accounting treatment.

Financial Statements for the Fiscal Year Ended December 31, 2005

Consolidated Statements of Operations, page F-33
25. We have reviewed your response to our prior comment number 39.  However, we
do not believe that your proposed amende d disclosures fully comply with the
requirements of SAB Topic 1:B:3.  While you have confirmed that pro forma
earnings per share computed in accordance with SAB Topic 1:B:3 will be included
in your “Summary Historical and Una udited Pro Forma Data” table and your
“Selected Historical Consolidated Fina ncial Data” table, we note that your
computation of pro forma earnings per share should also be presented on the face of
your consolidated statements of operations for the latest fiscal year and interim
period.  Furthermore, you should reconcile net income to your pro forma earnings
per share computation in a f ootnote to your financial statements.  Please revise your
disclosures accordingly.
26. In addition, we note that note (f) to your  “Summary Historical and Unaudited Pro
Forma Financial Data” table does not appear  to accurately desc ribe the reason for
the presentation of your pro forma earni ngs per share data.  Please revise your
footnote to indicate that your pro forma earni ngs per share data gives effect to the
number of shares issue

Mail Stop 3561

August 11, 2006

Via U.S. Mail

Harold E. Rolfe, Esq.
Senior Vice President,
General Counsel and Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713

Re:  Hertz Global Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 14, 2006
 File No. 333-135782

Dear Mr. Rolfe,

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enha nce the overall disclosure in your filing.  We
look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

General
1. Prior to printing and distribution of  the preliminary prospectus, please
supplementally provide us mock-ups of any pages that include any additional
pictures or graphics to be presented.  Accompanying captions, if any, should also
be provided.  We may have comment s after reviewing the materials.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 2

Registration Statement Cover Page
2. Please revise your fee table to separately  list the shares offered by the selling
shareholders.

Prospectus Cover Page
3. Please remove the terms, “Joint Global Coordinators and Bookrunners” and “Joint
Bookrunners” from the cover page of your prospectus.

Summary, page 1

General
4. Please revise to balance the disclosure regarding your company.  For example, if
you choose to discuss your revenues and operating income, you should also provide
information regarding your net income.  Additionally, while we note that you have
provided financial information regardi ng your fiscal year ended December 31,
2005, as the acquisition and refinancing transa ctions did not take place until shortly
before your year-end, revise to provide comparable information regarding the
results of your business since the acquisition to give an investors a better idea of
how the company they will be investing in has performed so far.

Our Segments, page 1
5. Please provide us with support for the first four “key facts” you reference on page
2, as well as for other statements throughout the document regarding your
competitive position.  For example, we note your statements that you maintain the second largest market share in the off-airpor t car rental market in the U.S. and that
HERC has long been a leader in the equi pment rental business in the U.S.

Our Markets, page 2
6. We note your reference in this section and throughout the document to industry
information provided by Auto Rental News and the FAA, as well as to information
based on “industry sources” “air travel  trade association data” “a leading
construction industry research resource” a nd other general references.  Please
revise your disclosure throughout  the prospectus to indicate the date of each of the
reports or resources you reference.  A dditionally, please revise throughout the
document to either identify the sources of the general references you make or revise
to attribute the information to the company, based on its own research.  For
example, revise to specifically identify the “air travel trade association data” and
“industry sources” you refer to.  Finally, please be advised that you must provide

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 3

consents with respect to any statistics or  other data provided that are not either
attributed to the company or based on public  information available for free or at a
nominal cost.  See Rule 436 of Regulation C.  Revise throughout the document as
appropriate.

Principal and Selling Stockholders, page 7
7. Please expand this section to include a ta ble for investors clearly disclosing the
aggregate amount of the investment the sponsors made in connection with the
acquisition and refinancing transactions, th e aggregate amount of funds they have
received so far (including dividends, consulting fees and any other amounts
received from the company or its affiliate s), the estimated amount they will receive
as selling shareholders and the value of their remaining ownership interest based on
the offering price of the company’s stock.
8. Revise this section to disclose the pe rcentage of common stock the sponsors will
continue to own following the public offeri ng and the rights they have regarding
the nomination of directors.

Summary Historical and Unaudited Pro Forma Financial Data, page 9
9. We note that the fiscal year 2005 statemen t of operations data included in your
“Summary Historical and Unaudited Pro Forma Financial Data” table is based upon
combined predecessor and su ccessor financial informati on.   The presentation of
combined predecessor and successor financial data is not considered appropriate
due to the change in basis that result ed from Hertz Global Holdings, Inc.’s
acquisition of Hertz Corporation from Ford.  As such, please revise your
disclosures to present the statement of  operations data for the predecessor and
successor financial periods, separately.
10. We note that you have disclosed EBITDA, which is considered to be a non-GAAP measure, in the “Summary Historical and Unaudited Pro Forma Financial Data”
section of your registration statement.  It  appears that you believe EBITDA to be a
supplemental measure of both your operating performance and your liquidity.  Furthermore, you state that i) you believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in
your industries, ii) management uses EB ITDA to evaluate comparisons between
you and your competitors and for internal monitoring and comparison purposes, and iii) you believe that i nvestors, analysts, and rating agencies consider EBITDA
useful in measuring your ability to meet  your debt service ob ligations and make
capital expenditures.

Paragraph (e)(1)(i)(C) of Item 10 of Regulation S-K requires you to provide a statement disclosing the reasons why you believe the presentation of your non-

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 4

GAAP measure provides useful  information to investors regarding your financial
condition and results of operations.  Howe ver, we do not believe that you have
provided substantive reasons for the pres entation of EBITDA as a performance
measure or a measure of liquidity. Base d upon your disclosures, EBITDA does not
appear to be directly asso ciated with any of your mate rial debt covenants.  In
addition, we note that in accordance w ith footnote 44 of the SEC’s release
regarding “Conditions for Use of Non-GAAP Financial Measures,” the fact that a
non-GAAP measure is used by or useful to analysts (or similar parties) cannot be
the sole support for presenting the non-GAAP  financial measure.  Furthermore, we
are unclear as to how the presentation  of EBITDA, which excludes depreciation
and interest expense, is useful to yo ur investors, for the following reasons:

• Revenue earning equipment is the larges t asset class on your balance sheet.
• Depreciation is a material expense to your business.
• You will continue to replace your revenue equipment prior to such equipment
becoming fully depreciated, as a part  of your normal business operations.
• Your business is highly le veraged, resulting in significa nt interest expense.

As such, please revise your disclosures to provide substantive reasons, specific to
you, which demonstrate the usefulness of the presentation of EBITDA to investors.
Alternatively, discontinue the use of th is non-GAAP measure.  Please refer to
question numbers 8, 10, and 15 of our releas e titled “Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures” for further guidance with regard to the presentation of EBITDA  in documents filed with the SEC.
11. We note that you have disclosed Pro Forma Corporate EBITDA, which is a non-GAAP measure, in the “Summary Historical and Unaudited Pro Forma Financial Data” section of your registration statemen t.  It appears that you believe this
measure is useful to your investors because  several of your material debt covenants
are based on Corporate EBITDA.  You state further that non-compliance with your debt covenants could result in the requ irement to immediately repay all amounts
outstanding under the related agreements, a nd thus, could have a material adverse
effect on your results of operations, fi nancial position, and cash flows.

While the presentation of an adjusted EBITDA measure is sometimes permitted when i) such measure relates directly to th e computation of a material covenant to a
material credit agreement and ii) the inform ation about the covena nt is material to
an investor’s understanding of the compa ny’s financial condition and/or liquidity,
we believe that you should expand your discussion of Corporate EBITDA if you
wish to continue to present the measure in your registration statement.  In this
regard, please expand your disclosure to  state the specific covenants which are
computed based upon Corporate EBITDA, the amount of debt that is subject to
such covenants, the amount(s) or lim it(s) required for compliance with the
covenants, and the financial covenant ratio s calculated for your company as of the

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 5

latest fiscal year and inte rim period.  Furthermore, if  you desire to continue to
present Corporate EBITDA as a measure of liquidity, you should reconcile this
measure to a measure of cash flow.  Alternatively, please discontinue the
presentation of this non-GAAP measure.  Refer to question numbers 10 and 12 of
our release titled “Frequ ently Asked Questions Regarding the Use of Non-GAAP
Financial Measures” for additional guidance.
12. In addition, we note that you have presented Corporate EBITDA on a pro forma
basis.  However, we are unclear how your computation of pro forma Corporate EBITDA would compare to Corporate EBITDA computed based upon your actual results of operations.  As such, please provide  us with a detailed computation of pro
forma Corporate EBITDA, as well as, Corporate EBITDA computed based upon your actual results of operations.
13. We note that you have disclosed pro forma Corporate EBITDA on a segment basis.  Furthermore, as you have reconciled this m easure to “Income (loss) before income
taxes and minority interest” for each of your segments, it appears that you have
presented pro forma Corporate EBITDA as a performance measure.  We do not believe that the presentation of Corpor ate EBITDA as a measure of segment
performance is useful to your investors.  As such, if your debt covenants do not
specifically require the com putation of Corporate EBITDA on a segment basis, we
believe that you should disc ontinue the presentation of  this non-GAAP measure.
14. We note that you have disclosed net cor porate debt, which appears to be a non-
GAAP measure, in the “Summary Historical and Unaudited Pro Forma Financial Data” section of your registration statement.   You state that this measure is an
important statistic to management and to ratings agencies as it helps measure your
leverage.  However, we do not believe that  your disclosure of how the measure is
used by management and ratings agencies provides substantive evidence of its
usefulness to investors.  Furthermore, it is unclear how your investors would benefit from the presentation of a meas ure which eliminates over 50% of your
outstanding debt balance.  As such, pleas e disclose the reason s, specific to your
company, which explain why your non-GAAP measure provides useful
information to your investors regarding your company’s financial condition, or
discontinue its presentation.  Refer to the guidance of paragraph (e)(1)(i)(C) of Item
10 of Regulation S-K.
15. We note that your “Summary Historical and Unaudited Pro Forma Financial Data”
table includes several statis tical measures (e.g. rental ra te revenue per transaction
day, rental and rental related revenue, and same store revenue growth) which
appear to be computed on a non-GAAP basis.   While statistical measures that are
computed using GAAP financial measures  are permitted by paragraph (e)(4) of
Regulation S-K, we note that several of your statistical  measures are computed
based upon revenue measures that eliminate the effects of fluctuations in foreign

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 6

currency.  We believe that you should reca lculate your statistical measures based
upon your revenues recognized in  accordance with GAAP, or clearly explain in the
filing why your presenta tion is appropriate.

Risk Factors, page 18

If we acquire any business in the future, they  could prove difficult to integrate…, page 24
16. Do you have any current plans, proposals or arrangements regarding acquisitions?
If so, please revise throughout your document as appropriate to disclose such plans.
If not, this risk appears to be one that  could apply to any issuer and should be
removed.

We face risks related to changes in our ownership, page 25
17. Please confirm that your proposed offering w ould not trigger the change of control
clauses in your agreements  with third parties or government authorities.
Additionally, please confirm that there are no other current plans regarding a
change in the ownership of your company.

Risks Relating to Our Substa ntial Indebtedness, page 28
18. Please disclose the amount of total assets and the percentage of  assets pledged as
collateral and discuss any material risks that you or Hertz may face as a result thereof.

Because affiliates of certain underwriters are lenders, page 33
19. Revise both the subheading and text of th is risk factor to identify the “certain
underwriters” to whom you refer.
Our share price may decline due to the large numbe r of shares eligible for future sale, page
33
20.  Please disclose the maximum number of sh ares subject to regi stration rights.

Recent Transactions, page 38
21. Please expand this disclosure to list all of the refinancing transactions as discussed
in Note 1 to the unaudited interim financial statements.
22. Please disclose the amount of Hertz’s cas h on hand used in connection with the
acquisition.

Harold E. Rolfe, Esq.
Hertz Global Holdings, Inc.
August 11, 2006 Page 7

Use of Proceeds, page 39
23. Revise the second paragraph of this secti on indicate that the special dividend was
paid to your sponsors, as they  own over 99% of the company.

Capitalization, page 41
24. Please revise the pro forma data provided in  your capitalization ta ble to give effect
to your stock issuances which occurred subsequent to March 31, 2006.  In addition,
your pro forma capitalization data should reflect your borrowings of $84.9 million
on May 15, 2006, to the extent that such borro wings were not directly offset by use
of the proceeds for the payment of y our 6.5% notes that were due in 2006.

Dilution, page 42
25. The dilution section of your registration statement should disclose your pro forma net tangible book value (on a total and per share basis)  after giving effect to
transactions that occurred subsequent to  March 31, 2006, but prior to your offering.
For example, you should disclose your pro forma net tangible book value after giving effect to i) the shares of your common stock issued i