**Exhibit99.3**

 

### **Report of Independent Accountants**

 

To the Board of Directors andShareholder of

Yamaha Motor Corporation,U.S.A.

 

 

We have examined management’sassertion, included in the accompanying Management Report, that Yamaha MotorCorporation, U.S.A. has complied in all material respects with the servicingand administration requirements of Sections 3.1(b), 3.2, 3.4, 3.5, 3.6, 3.8,Article IV and Section 8.8 of the Amended and Restated Master Pooling andServicing Agreement dated May 1, 1999 and the applicable sections of therelated Supplements to the Amended and Restated Master Pooling and ServicingAgreement, between Yamaha Motor Corporation, U.S.A. and Yamaha MotorReceivables Corporation for the year ended March 31, 2004.  Management is responsible for Yamaha MotorCorporation, U.S.A.’s compliance with those requirements.  Our responsibility is to express an opinionon management’s assertion about Yamaha Motor Corporation, U.S.A.’s compliancebased on our examination.

 

Our examination was conducted inaccordance with attestation standards established by the American Institute ofCertified Public Accountants and, accordingly, included examining, on a testbasis, evidence about Yamaha Motor Corporation, U.S.A.’s compliance with thoserequirements and performing such other procedures as we considered necessary inthe circumstances.  We believe that ourexamination provides a reasonable basis for our opinion.  Our examination does not provide a legaldetermination on Yamaha Motor Corporation U.S.A.’s compliance with thespecified requirements.

 

In our opinion, management’sassertion that Yamaha Motor Corporation, U.S.A. complied with theaforementioned requirements during the year ended March 31, 2004 is fairlystated, in all material respects.

 

 
|                       | /s/ PricewaterhouseCoopers  LLP |   |
|----------------------------|---------------------------------|--------|
|                       |
|                       |
| Orange  County, California |
| May 30, 2004               |

 

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### **Management’sReport on Yamaha Motor Corporation, U.S.A.’s Compliance, as Servicer, with theServicing and Administration Requirements of the Amended and Restated MasterPooling and Servicing Agreement dated May 1, 1999 and, the related Supplementsto the Amended and Restated Master Pooling and Servicing Agreement among YamahaMotor Corporation, U.S.A., Yamaha Motor Receivables Corporation and JP MorganChase Bank**

 

 

Management of Yamaha MotorCorporation, U.S.A. is responsible, as Servicer, for compliance with theservicing and administration requirements of Sections 3.1(b), 3.2, 3.4, 3.5,3.6, 3.8, Article IV and Section 8.8 of Amended and Restated Master Pooling andServicing Agreement dated as of May 1, 1999 (as amended, the “*Pooling andServicing Agreement*”) and, the related Supplements to the Poolingand Servicing Agreement, among Yamaha Motor Corporation, U.S.A., Yamaha MotorReceivables Corporation and JPMorgan Chase Bank (formerly known as The ChaseManhattan Bank which was successor by assignment to The Fuji Bank and TrustCompany), as trustee.

 

Management has performed anevaluation of Yamaha Motor Corporation, U.S.A.’s compliance with Sections3.1(b), 3.2, 3.4, 3.5, 3.6, 3.8, Article IV and Section 8.8 of the Pooling andServicing Agreement and the applicable sections of the related Supplements forthe fiscal year ended March 31, 2004. Based upon this evaluation, management believes that Yamaha MotorCorporation, U.S.A., as Servicer, has complied in all material respects withthe aforementioned sections of the Pooling and Servicing Agreement and theapplicable sections of the related Supplements for the fiscal year ended March31, 2004.

 

 
|  /s/  TAKUYA WATANABE                       |   |
|--------------------------------------------------|--------|
| Takuya  Watanabe                                 |
| Senior Vice  President & Secretary/Treasurer |
| May 30, 2004                                     |
|                                             |
|                                             |
|  /s/  RUSSELL JURA                          |   |
| Russell Jura                                     |
| Senior Vice  President                           |
| May 30, 2004                                     |

 

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