EXHIBIT 1.3


                           LOCALIZA FRANCHISING S.A.

                                    BY-LAWS

CHAPTER I. - NAME, HEADQUARTERS, PURPOSE AND DURATION

Article 1. - Localiza Franchising S.A. is a joint stock Company (sociedade
anonima), and it shall be governed by these By-laws and by the applicable laws
and regulations.

Article 2. - The Company has its headquarters at Avenida Bernardo Monteiro,
No. 1563, 4th floor, in the City of Belo Horizonte, State of Minas Gerais. It
may open, transfer or close branches, agencies, offices, and any other
establishments upon resolution of the Executive Committee.

Sole Paragraph - The Company has a branch in the City of Buenos Aires, Republic
of Argentina.

Article 3. - The purpose of the Company is the management of the franchise of
Localiza Rent a Car S.A.

Article 4. - The Company shall have an indeterminate term of duration

CHAPTER II. - CAPITAL AND SHARES

Article 5. - The corporate capital of the Company is one hundred and sixteen
thousand, two hundred and fifty four Reais (R$ 116.254,00), fully paid-up in
Brazilian currency, represented by one hundred and sixteen thousand, two
hundred and fifty four (116,254) common registered shares, with no par value.

Sole Paragraph - In the proportion of the shares already held previously, the
shareholders shall have preemptive rights for the subscription and purchase of
shares of the Company's capital.

Article 6. - The ownership of the shares shall be proven by the register of the


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shareholders' name in the Company's Share Register Book.

Article 7. - The shares are indivisible with regard to the Company and each
common share shall confer to its owner one vote in the deliberations of the
General Meetings.

CHAPTER III. - MANAGEMENT

Article 8. - The Company shall be managed by an Executive Committee.

Article 9. - The Executive Committee shall be composed of five (5) Officers,
who do not need to be shareholders, all Brazilian residents, elected by the
Ordinary General Meeting. Among the Officers, one shall be appointed Chief
Executive Officer and the remaining shall be appointed Vice-Chief Executive
Officers by the General Meeting.

First Paragraph - Officers shall remain in office for thirteen (13)
month-terms, with the possibility of reelection. The Officers shall be vested
in their positions upon signature of the term of office to be drawn in the
Executive Committee' Book for Minutes of the Meetings, and shall remain in
office until their successors take office.

Second Paragraph - The General Meeting shall determine the amount of the global
remuneration of the members of the Executive Committee and shall allocate such
remuneration among its members.

Article 10. - The Executive Committee shall meet, ordinarily, once a year and,
extraordinarily, whenever necessary, at the headquarters of the Company or at
any other location. The meetings shall be chaired by the President. Minutes of
the meetings shall be drawn up and filed at the headquarters of the Company.

First Paragraph - The meetings shall always be called by the Chief Executive
Officer or by the majority of the Vice Chief Executive Officers, upon written
notice sent at least five (5) business days in advance. If all members are
present, the prior written notice may be waived.


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Second Paragraph. - The quorum for the meetings of the Executive Committee is
the majority of its members in office.

Third Paragraph - Each officer shall have one vote at the meetings and the
decisions shall always be taken by the majority of votes, the Chief Executive
Officer having the casting vote in case of a tie.

Article 11. - In the event of absence or temporary impairment of any Officer,
he/she shall appoint, subject to the prior approval of the Chief Executive
Officer, among the remaining Officers, an alternate Officer to serve office
during his/her absence or impairment. The alternate shall carry out all his/her
duties and have the same powers, rights and obligations as the substituted
Officer.

First Paragraph - The alternate shall vote for himself and for the Officer
he/she is representing.

Second Paragraph - In case of death, impairment or withdrawal of any Officer,
the General Meeting shall appoint an alternate, stating his/her mandate, which
shall not exceed the term of office of the substituted Officer.

Third Paragraph - In the event of temporary absence or impairment of the Chief
Executive Officer, he/she shall appoint one of the Vice Chief Executive
Officers as an alternate to carry out all duties and have the same powers,
rights and obligations of the Chief Executive Officer.

Article 12. - The Executive Committee shall manage the corporate business in
general and shall perform all of the necessary or appropriate acts, except for
those that, in accordance with the law or these By-laws, are attributed to the
authority of the General Meeting.

(a) The powers of the Executive Committee shall include, among others, the
powers to ensure the compliance with the law and these By-laws;

(b) to ensure the compliance of the deliberations made by the General Meetings,
and at their own meetings;


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(c) to control, manage, and superintend the corporate businesses; and

(d) to issue and approve instructions and in-house regulations deemed useful or
necessary.

(e) to approve the acquisition or sale by the Company (or related acquisitions
or sales) of assets, business, operations or equity securities involving
amounts in excess of one million Reais (R$ 1,000,000.00) on the date of
acquisition or sale, except financial transactions for cash management purposes
within the normal course of business;

(f) to deliberate on the assumption or granting of guarantees for any
indebtedness, by the Company or its subsidiaries, should this assumption or
granting of guarantee for such indebtedness reach a value of one million Reais
(R$ 1,000,000.00).

(g) to grant guarantees, sureties, endorsement or any guarantees to the
controlling shareholder and/or other companies, directly or indirectly
controlled by the Company or by the controlling shareholder.

First Paragraph - The Chief Executive Officer shall:

(a) perform an overall supervision and strategic planning of the Company's
businesses;

(b) coordinate and orient the activities of the other officers within their
respective areas of competence;

(c) perform executive decision-making functions;

(d) appoint any of the officers to perform special activities and tasks, in
addition to those that he/she ordinarily performs; and

(e) call, install and preside over the Executive Committee' meetings.

Second Paragraph - Each of the Vice Chief Executive Officers shall:


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(a) replace the Chief Executive Officer in his absence or incapacity whenever
recommended by the Chief Executive Officer;

(b) assist the Chief Executive Officer in the supervision, coordination,
management and administration of the activities and businesses of the Company
as well as with all the tasks to which he/she is assigned; and.

Third Paragraph - For the purposes determined in item (f) of the abovementioned
caput of Article 12, indebtedness shall mean: (A) (i) commitments derived from
loans in cash; (ii) commitments evidenced by bonus, debentures, promissory
notes or similar instruments; (iii) commitments regarding the deferred payment
of the acquisition price of goods and services, except accounts payable derived
from the normal course of business; (iv) commitments related to financial
leasing; (v) commitments related to amounts remaining due in agreements
scheduling the payment of taxes and similar agreements; (vi) all indebtedness
from third parties insured by an encumbrance over any asset of the Company
and/or its subsidiaries; and (vii) all indebtedness from third parties
guaranteed by the Company and/or its subsidiaries; less (B) (i) cash, cash
deposited in bank account and financial investments; and (ii) regarding the
Company and its subsidiaries, loans between the Company and its subsidiaries
and its controlling company.

Fourth Paragraph - The responsibility to represent the Company in or out of a
court of law, actively or passively, before third parties, any public
department or federal authority, state or local authority as well as before
special agencies, mixed-capital companies, and quasi-public organizations is
held by each Officer, in compliance with Article 13 below.

Article 13. - The deeds of any nature, bills of exchange, checks, money orders,
contracts and any other documents that implies any liability or obligation for
the Company must be signed by: (a) two (2) officers; (b) by an officer jointly
with an attorney-in-fact, provided that the latter vested with special and
express powers; or (c) by two (2) attorneys-in-fact, jointly, provided that
they are vested with special and express powers.

Sole Paragraph - The Executive Committee may, by deliberation of the majority
at


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a meeting, appoint any officer or authorize the appointment of a third party
as an alternate to individually perform any act within the authority of the
Executive Committee or of a sole Officer, without prejudice to any identical
power or duty granted by these By-laws to the Executive Committee itself or to
a sole Officer.

Article 14. - Power-of-attorneys under the Company's name shall always be
granted by two (2) Officers together, and must state the powers granted and,
except for the ones that grant ad-judicia powers, powers of attorney shall be
granted for a limited term of thirteen (13) months.

Article 15. - Acts of any Company Officer, employee, or alternate, that
involves the Company in any liability related to businesses or operations
outside the scope of corporate purpose, such as sureties, guarantees,
endorsements or any other guarantee on behalf of third parties are hereby
expressly forbidden and shall be deemed to be null and void, and without any
effect towards the Company, excepted in the case of guarantees, sureties,
endorsements or any guarantees given to the controlling shareholder and/or all
other companies which are directly or indirectly controlled by the Company or
by the controlling shareholder, when the same are previously and expressly
authorized by the Executive Committee, in the form of Articles 10,11 and 12
above.

CHAPTER IV. - GENERAL SHAREHOLDERS' MEETINGS

Article 16. - The General Meetings shall be either ordinary or extraordinary.
Ordinary General meetings shall be held within four (4) months after the end of
the fiscal year, in order to deliberate on the matters related to Article 132
of Law 6404, and the Extraordinary Meetings and General Extraordinary meetings
shall be held as often as necessary.

Article 17. - The General Meetings shall be called by the Executive Committee,
in accordance with and within the terms provided by law, and shall be presided
by a shareholder chosen by the majority of votes of the attendants. The
Chairman of the meeting shall appoint the secretary of the meeting.

Sole Paragraph - The Shareholder may be represented at the General Meeting by
an attorney-in-fact, duly constituted by an instrument of power of attorney
granted


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no more than 12 (twelve) months before the date of the meeting, which shall be
a shareholder or administrator of the Company or a lawyer. The proof of
representation shall be filed at the headquarters of the Company until the
moment of the opening of the works of the meeting.

Article 18. - The purpose of the meetings is to establish the fundamental
guidelines and the general guidance of the Company's policies and business, as
well as to verify and accompany their execution with special powers, besides
the attributions set forth in the law:

(a) to deliberate about any amendment to these By-laws;

(b) to deliberate on any amendment to the Company's objectives or the
involvement of the Company in a new business field;

(c) to elect and to dismiss the members of the Executive Committee and of the
Audit Committee, when installed;

(d) to deliberate about the constitution, acquisition and sale of subsidiaries
or associations;

(e) to deliberate on the incorporation, merger, transformation or spin-off of
the Company or of its subsidiaries;

(f) to deliberate about the winding-up, dissolution, bankruptcy, "concordata"
or similar event involving the Company and any of its subsidiaries, including
without limitation the request for winding-up, dissolution, bankruptcy,
"concordata" or similar event;

(g) to approve the issuance, voluntary redemption or repurchase of any security
issued by the Company or its subsidiaries (including shares, options,
convertible or exchangeable securities or warrants), by the Company or by any
of its subsidiaries, or the practice of any act which may affect the capital
structure of the Company or its subsidiaries;

(h) to approve the declaration, payment or retention of dividends which are


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greater than twenty five per cent (25%) of the adjusted net profit, as defined
in Article 189 and following of Law No. 6404/76;

(i) to approve the distribution, as a bonus or dividend, referring to any class
of securities of the Company and its subsidiaries, exempted the dispositions of
Item (h) above-mentioned;

(j) to approve the annual business plan, the annual budget and the long term
strategic planning of the Company and its subsidiaries;

(k) to determine the global remuneration of the Executive Committee and its
distribution among its members, through the determination of the compensation,
benefits and other incentives of the executive officers of the Company, as well
as to approve any change in the compensation, benefits and other incentive
existing plans for the officers;

(l) to deliberate about the execution of any contract or its attachments (or
related contracts) by the Company or its subsidiaries, involving payments by or
to the Company or any of its subsidiaries, during the term of the contract or
the attachments, with a value greater than the equivalent in Reais to one
million Reais (R$ 1,000,000.00) on the date of the execution of the contract or
attachment, except in: (i) operations between the Company and its controlling
shareholder Localiza Rent A Car S.A., for cash administration purposes; (ii)
contracts executed in the normal course of business regarding cash indebtedness
and administration;

(m) to chose and to dismiss the public accountants of the Company;

(n) to approve any operation between the Company or its subsidiaries and any
shareholders, its affiliated or associated companies, except operations on an
arm's length basis, and with an adequate compensatory payment;

(o) to elect and to destitute liquidators, in the case of winding-up and
liquidation of the Company.

Article 19. - The deliberations of the General Meeting shall be recorded in
Minutes of the Meetings drawn in the proper book of the Company and shall be
taken by the


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majority of votes, with each common share representing one vote.

CHAPTER V. - AUDIT COMMITTEE

Article 20. - The Company's Audit Committee shall only be instated upon request
of the shareholders, pursuant to law.

Sole Paragraph - The members of the Audit Committee shall remain in office
until the first General Meeting of the Company that follows the meeting during
which they had been appointed.

Article 21. - The Audit Committee, when in operation, shall be composed of five
(5) sitting members, and the same number of alternates, all resident in Brazil,
alien to the Company's management. The operation of the Audit Committee and the
compensation, authority, duties and liabilities of its members shall comply
with prevailing legislation.

CHAPTER VI. - FISCAL YEAR, PROFITS AND DIVIDENDS

Article 22. - The Company's fiscal year shall begin on January 1st and end on
December 31st every year. At the end of each fiscal year, the financial
statements shall be recorded in accordance with applicable laws.

Article 23. - The Company's net profits ascertained during each fiscal year,
after the legal deductions, shall have the destination decided by the General
Meeting, after hearing the Audit Committee, if one is in operation.

First Paragraph - Shareholders are entitled to receive annual dividends of at
least twenty-five percent (25%) of the net profit of the year, increased or
reduced by the following amounts: (a) the legal reserve; (b) contingency
reserves and reversion of these same reserves formed in previous years; and (c)
realizable profits transferred to the respective reserve and profits previously
recorded in this reserve and realized during the year.

Second Paragraph - The Company may pay or credit interest on net equity,
calculated with basis on the net worth accounts, always in compliance with the


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interest rates and the limits established in the applicable laws. The amounts
paid to the shareholders as interests on net equity shall be deducted from the
minimum obligatory dividend. As decided by the General Meeting, the amount of
the interests may be credited and paid to the shareholders and later
incorporated to the Company's capital instead of being distributed and paid.

Article 24. - By deliberation of the Executive Committee the Company may draw
up semi-annual and interim balance sheets and pay dividends in compliance with
Article 204 and its paragraphs of Law 6404/76.

CHAPTER VII. - LIQUIDATION

Article 25. - The Company shall be liquidated when required by law; a general
meeting shall determine the manner of liquidation and appoint the liquidator
and the Audit Committee that shall officiate during the period of liquidation.

CHAPTER VIII. - FINAL PROVISIONS

Article 26. - In the event of any omission or doubt with regard to these
By-laws, the legal provisions in force shall prevail.

By-laws attached to the Minutes of the Shareholders Meeting held on July 4,
2003, at 10 a.m., currently being registered with the Commercial Registry of the
State of Minas Gerais - JUCEMG.



I hereby declare that the above text is a true copy of the original, recorded
in the appropriate book.



Belo Horizonte, June 29, 2004

By:  /s/ Claudia Leao
     ------------------------

Name: Claudia Leao
Title: Controller