**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, 2004, with its established minimum servicing standards described in the
accompanying Management’s Assertion dated March 29, 2005. **** 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.
 
 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 **,** 2005
 
 
 
 
 
 
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 **Management’s
Assertion**
 
 March 29,
2005
 
 As of and
for the year ended December 31, 2004, 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 2004-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
 
 
 
 
 
 
 
 
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 **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.  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).
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