---

Exhibit 99.3

|                      |                         |                               |               
|--------------------- | ----------------------- | ----------------------------- | --------------
|                      | BDO DunwoodyLLP         | 600 Cathedral Place          
|Chartered Accountants | 925 West Georgia Street
|                      |                         | Vancouver, BC, Canada V6C 3L2
|                      |                         | Telephone:                    | (604) 688-5421
|                      |                         | Facsimile:                    | (604) 688-5132
|                      |                         | E-mail: vancouver@bdo.ca     
|                      |                         | www.bdo.ca                   

---

Independent Auditors Report

---



To The Shareholders of

Minera Andes Inc.



We have completed an integrated audit of the consolidated financial statements and internal control over financial reporting of Minera Andes Inc. as of December 31, 2008 and 2007. Our opinions, based on our audits, are presented below.



Consolidated financial statements



We have audited the Consolidated Balance Sheets of Minera Andes Inc. as at December 31, 2008 and 2007 and the Consolidated Statements of Operations, Changes in Shareholders Equity, and Cash Flows for each of the years in the two year period ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



With respect to the consolidated financial statements for the years ended December 31, 2008 and 2007 we conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two years in the period ended December 31, 2008 and 2007 in accordance with Canadian generally accepted accounting principles.



As discussed in Note 18, the Company has restated its investment in Minera Santa Cruz (MSC) and accounts payable and accruals in 2008 and 2007.



---



Internal control over financial reporting



We have also audited Minera Andes Inc.s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Minera Andes Inc.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2008 based on criteria established in Internal Control  Integrated Frameworkissued by the COSO.





(Signed) BDO Dunwoody LLP





Chartered Accountants



Vancouver, Canada

March 24, 2009 (July, 28, 2009 as to the effects of the restatement discussed in Note 18)



---



Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast doubt on the Companys ability to continue as a going concern such as those described in Note 1 of the consolidated financial statements. Our report to the shareholders dated March 24, 2009 (July, 28, 2009 as to the effects of the restatement discussed in Note 18) is expressed in accordance with Canadian reporting standards which do not present a reference to such conditions and events in the auditors report when these are adequately disclosed in the consolidated financial statements.



As explained in Note 18, these consolidated financial statements have been restated from those previously issued because of the correction of the misstatements, due to previously unrecognized interest income on advances to MSC and un-accrued capital tax in an Argentina subsidiary. As a result of this restatement, the 2008 investment in MSC and income from investment in MSC increased by $3,751,955, 2008 and 2007 accounts payable and accruals increased $1,633,000 and $1,218,000 respectively, 2007 opening accumulated deficit increased by $849,000 and 2008 and 2007 net loss decreased by $3,336,955 and $369,000 respectively.





(Signed) BDO Dunwoody LLP



Chartered Accountants



Vancouver, Canada

March 24, 2009 (July, 28, 2009 as to the effects of the restatement discussed in Note 18)



---