EXHIBIT 12.3.2


     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Roberto Antonio Mendes, certify that:

     1. I have reviewed this annual report on Form 20-F of Localiza Franchising
S.A. (the "Registrant");

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

          (a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervisions,
     to ensure that material information relating to the Registrant, including
     its consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this annual report is
     being prepared;

          (b) paragraph omitted pursuant to SEC Release Nos. 33-8238 and
     34-47986;

          (c) evaluated the effectiveness of the Registrant's disclosure
     controls and procedures and presented in this annual report our conclusions
     about the effectiveness of the disclosure controls and procedures, as of
     the end of the period covered by this report based on such evaluation; and

          (d) disclosed in this report any change in the Registrant's internal
     control over financial reporting that occurred during the period covered by
     the annual report that has materially affected, or is reasonably likely to
     materially affect, the Company's internal control over financial reporting.

     5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant's auditors and the audit committee of the Registrant's board of
directors (or persons fulfilling the equivalent function):

          (a) all significant deficiencies and material weaknesses in the design
     or operation of internal controls over financial reporting which are
     reasonably likely to adversely affect Registrant's ability to record,
     process, summarize and report financial data; and

          (b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Registrant's internal
     controls over financial reporting.





                               By:     /s/ Roberto Antonio Mendes
                                       -----------------------------------------
                                       Name:  Roberto Antonio Mendes
                                       Title: Principal Financial Officer
                                       Date:  June 29, 2004