**Exhibit
      99.5**











**Report
      of Independent Auditors**





To the Board of Directors of


Caterpillar
      Financial Services Corporation





We
      have
      examined management’s assertion that Caterpillar Financial Services Corporation
      has complied, with all material respects, as of and for the year ended December
      31, 2005, with its established minimum servicing standards described in the
      accompanying Management’s Assertion dated March 29, 2006. **** Caterpillar
      Financial Services Corporation’s management is responsible for the assertion.
      Our responsibility is to express an opinion on the assertion based on our
      examination.





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 supporting management’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. Our examination does not provide a legal determination on
      Caterpillar Financial Services Corporation’s compliance with specified
      requirements.





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


Peoria,
      Illinois





March
      29 **,** 2006

















**Management’s
      Assertion**





March
      29,
      2006





As
      of and
      for the year ended December 31, 2005, Caterpillar Financial Services
      Corporation ** (the
      “Company”) has complied, in all material respects, with the Company’s
      established minimum servicing standards for the receivables in Caterpillar
      Financial Asset Trust 2005-A ** as
      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. ElsesserController*/s/
                James A. Duensing*James
                A. DuensingTreasurer
































**APPENDIX
      I**




*Caterpillar
      Financial Services Corporation Minimum Servicing Standards*







I.  BANK
      ACCOUNTS




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 the
      reconciliation; and


•  document
      explanations for reconciling items.  These reconciling items shall be
      resolved within ninety (90) calendar days of their original
      identification.





II.  PAYMENTS




1.  Payments
      shall be deposited into the servicer’s bank accounts and related bank clearing
      accounts within two business days of receipt *.*




2.  Payments
      made in accordance with the debtor’s loan documents shall be posted to the
      applicable account records within two business days of receipt *.*




3.  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 loan
      documents *.*




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.  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).