**Exhibit 99.5**

### **                                                 Report of IndependentAuditors                                                 **

To the Board of Directors of

Caterpillar Financial Services Corporation

We have examined management’s assertion that Caterpillar Financial Services Corporation has complied as of and for the year ended December 31, 2003, with its established minimum servicing standards described in theaccompanying Management’s Assertion dated March 29, 2004.** ** Caterpillar Financial Services Corporation’s management is responsible for the assertion.  Our responsibility is to express an opinion on the assertion based on ourexamination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence supportingmanagement’s assertion and performing such other procedures as we considered necessary in the circumstances.  We believe that our examination provides a reasonable basis for our opinion.

In our opinion, management’s assertion referred to above is fairly stated, in all material respects, based on the criteria set forth in Appendix I.

/s/  PricewaterhouseCoopers LLP

Memphis, TN

March 29**,** 2004

 _______________________________________________________________

****

****

**Management’s Assertion**

March 29, 2004

As of and for the year ended December 31, 2003, Caterpillar Financial Services Corporation(the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards forthe receivables in Caterpillar Financial Asset Trust 2003-Aas set forth in Appendix I(the “Standards”).  The Standards are based on the Mortgage Banker’s Association of America’s Uniform Single Attestation Program for Mortgage Bankers,modified to address the unique characteristics of servicing construction equipment loans.
|  */s/ Steven R. Elsesser*                                                                                              |   |
|-----------------------------------------------------------------------------------------------------------------------------|--------|
| Steven R. Elsesser                                                                                                          |
| Controller                                                                                                                  |
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| */s/ James A. Duensing*                                                                                                     |   |
| James A. Duensing                                                                                                           |
| Treasurer                    |

**________________________________________________________________________**

**APPENDIX I**

 *Caterpillar Financial Services Corporation Minimum Servicing Standards*

 I.      BANK ACCOUNTS 

         1.    Reconciliations shall be prepared on a monthly basis for all lockbox bank accounts and related

                 bank clearing accounts.  These reconciliations shall:

              •  be mathematically accurate;

             •  be prepared within forty-five (45) calendar days after the cutoff date;

             •  be received and approved by someone other than the person who prepared thereconciliation;

                        and

             •  document explanations for reconciling items.  These reconciling items shall beresolved within

                        ninety (90) calendar days of their original identification.

II.    PAYMENTS

Payments shall be deposited into the servicer’s bank accounts and related bank clearing accounts

          within two business days of receipt*.*

Payments made in accordance with the debtor’s loan documents shall be posted to the applicable

          account records within two business days of receipt*.*

Payments shall be allocated to principal, interest, insurance or other escrow items

         (e.g., late charges) in accordance with the loan documents.

      4.    Payments identified as loan payoffs shall be allocated in accordance with the loandocuments*.*

III.     DISBURSEMENTS

Amounts remitted to investors per the servicer’s investor reports shall agree with cancelled

         checks, or other forms of payment, or custodial bank statements.

IV.    INVESTOR ACCOUNTING AND REPORTING

The servicing entity’s investor reports shall agree with, or reconcile to, investor’s records on a

           monthly basis as to the total unpaid principal balance.  Monthly investor reports are sent listing

           the total unpaid principal balance.  Annual investor reports are sent listing the number of loans

           serviced.

  V.     DELINQUENCIES

Records documenting collection efforts shall be maintained during the period a loan is in default

          and shall be updated at least monthly.  Such records shall describe the entity’s activities in

          monitoring delinquent contracts including, for example, phone calls, letters and payment

          rescheduling plans in cases where the delinquency is deemed temporary (e.g. illness or

          unemployment).