**Exhibit
      34.1**




**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors and Stockholder of


Caterpillar
      Financial Services Corporation




We
      have
      examined management’s assertion, included in the accompanying Management's
      Assertion on Compliance with Regulation AB Criteria, that Caterpillar Financial
      Services Corporation ("the Company") complied with the servicing criteria set
      forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
      AB
      for equipment leases other than those securitized prior to January 1, 2006
      ("the
      Platform"), as of December 31, 2006 and for the period from June 1, 2006 to
      December 31, 2006, excluding criteria 1122 (d)(1)(ii) through 1122 (d)(1)(iv),
      1122 (d)(2)(ii), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(3)(ii) through
      1122
      (d)(3)(iv), 1122 (d)(4)(ii), 1122(d)(4)(iii), 1122 (d)(4)(ix) through 1122
      (d)(4)(xiii), and 1122 (d)(4)(xv), which the Company has determined are not
      applicable to the servicing activities performed by them with respect to the
      Platform. Appendix A to management's assertion identifies the individual
      asset-backed transactions defined by management as constituting the Platform.
      Management is responsible for the Company's compliance with the servicing
      criteria. Our responsibility is to express an opinion on management's assertion
      based on our examination.




Our
      examination was conducted in accordance with standards of the Public Company
      Accounting Oversight Board (United States) and, accordingly, included examining,
      on a test basis, evidence about the Company’s compliance with the applicable
      servicing criteria and performing such other procedures as we considered
      necessary in the circumstances. Our examination included testing of selected
      asset-backed transactions and securities that comprise the Platform, testing
      of
      selected servicing activities related to the Platform, and determining whether
      the Company processed those selected transactions and performed those selected
      activities in compliance with the applicable servicing criteria. Our procedures
      were limited to the selected transactions and servicing activities performed
      by
      the Company during the period covered by this report. Our procedures were not
      designed to detect noncompliance arising from errors that may have occurred
      prior to or subsequent to our tests that may have affected the balances or
      amounts calculated or reported by the Company during the period covered by
      this
      report. We believe that our examination provides a reasonable basis for our
      opinion. Our examination does not provide a legal determination on the Company’s
      compliance with the servicing criteria.




In
      our
      opinion, management’s assertion that the Company complied with the
      aforementioned applicable servicing criteria as of and for the 7 months ended
      December 31, 2006 for the Platform is fairly stated, in all material respects.




/s/ PRICEWATERHOUSECOOPERS LLP




Peoria,
      IL


March
      29,
      2007