**EXHIBIT
      99.2 - ANNUAL REPORT OF ACCOUNTANT RELATIVE TO SERVICING**






**Report
      of Independent Registered Public Accounting Firm**




The
      Board
      of Directors




CarMax
      Business Services, LLC:




We
      have
      examined management’s assertion about CarMax Business Services, LLC’s (CarMax)
      compliance, as Servicer, with section 3.9 of the Sale and Servicing Agreement
      (see excerpt attached), dated December 1, 2005 (the Agreement), between CarMax,
      as Servicer, CarMax Auto Funding LLC, as Depositor, and CarMax Auto Owner Trust
      2005-3, for the period from December 1, 2005 through February 28, 2006, included
      in the accompanying Management Report. Management is responsible for CarMax’s
      compliance with those requirements. Our responsibility is to express an opinion
      on management’s assertion about CarMax’s compliance based on our
      examination.




Our
      examination was conducted in accordance with attestation standards established
      by the Public Company Accounting Oversight Board (United States) and,
      accordingly, included examining, on a test basis, evidence about CarMax’s
      compliance with those requirements 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 CarMax’s compliance with specified
      requirements.




In
      our
      opinion, management’s assertion that CarMax Business Services, LLC complied with
      the requirements of the aforementioned section of the Agreement during the
      period from December 1, 2005 through February 28, 2006 is fairly stated, in
      all
      material respects.













/s/
      KPMG
      LLP






May
      26,
      2006














**Management
      Report**












Management
      of CarMax Business Services, LLC (CarMax), as Servicer, is responsible for
      compliance with the servicing requirements in section 3.9 of the Sale and
      Servicing Agreement dated December 1, 2005, (the “Agreement”) between CarMax
      Auto Funding LLC, as Depositor, CarMax, as Servicer, and CarMax Auto Owner
      Trust
      2005-3.









Management
      has performed an evaluation of CarMax’s compliance with the aforementioned
      section of the Agreement for the period beginning on December 1, 2005 and ended
      February 28, 2006. Based upon this evaluation, management believes that, during
      the period beginning on December 1, 2005 and ended February 28, 2006, CarMax,
      as
      Servicer, was materially in compliance with the aforementioned section of the
      Agreement.



















CarMax,
      Inc. and subsidiaries




/s/
                Austin Ligon
            /s/
                Keith D. BrowningAustin
                Ligon
            Keith
                D. Browning*President
                and Chief Executive Officer*
            *Executive
                Vice President and Chief Financial Officer*






















May
      26,
      2006









Excerpt
      from SALE AND SERVICING AGREEMENT, dated as of DECEMBER 1, 2005 among CARMAX
      AUTO OWNER TRUST 2005-3, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor,
      and
      CARMAX BUSINESS SERVICES, LLC, as Servicer, which was filed with the Securities
      and Exchange Commission on Form 8-K on December 16, 2005






SECTION
      3.9 Servicer’s Certificate






On
      or
      before the Determination Date immediately preceding each Distribution Date,
      the
      Servicer shall deliver to the Depositor, the Seller, the Owner Trustee, the
      Indenture Trustee and each Paying Agent, with a copy to the Rating Agencies,
      a
      certificate of a Servicing Officer substantially in the form of Exhibit A (a
      “Servicer’s Certificate”) and attached to a Servicer’s report containing all
      information necessary to make the transfers and distributions pursuant to
      Sections 4.5, 4.6 and 4.7, together with the written statements to be furnished
      by the Owner Trustee to the Certificateholders pursuant to Section 4.9 and
      by
      the Indenture Trustee to the Noteholders pursuant to Section 4.9 and pursuant
      to
      Section 6.6 of the Indenture. The Servicer shall separately identify (by account
      number) in a written notice to the Depositor, the Owner Trustee and the
      Indenture Trustee the Receivables to be repurchased by the Depositor or to
      be
      purchased by the Servicer, as the case may be, on the Business Day preceding
      such Distribution Date, and, upon request of one of the foregoing parties,
      each
      Receivable which became a Defaulted Receivable during the related Collection
      Period. The Servicer shall deliver to the Rating Agencies any information,
      to
      the extent it is available to the Servicer, that the Rating Agencies reasonably
      request in order to monitor the Trust.