Exhibit 23.3




                         Consent of Independent Auditors


We consent to the inclusion of our report, dated February 20, 2004, with respect
to the financial statements of Berkadia LLC as of December 31, 2003 and 2002 and
for the years ended  December 31, 2003 and 2002 and for the period from February
26, 2001 to December 31, 2001, included as Item 15(d) in this Form 10-K and with
respect to the incorporation by reference in the Registration Statements on Form
S-8  (No.  2-84303),  Form  S-8 and S-3  (No.  33-6054),  Form  S-8 and S-3 (No.
33-26434),  Form S-8 and Form S-3 (No. 33-30277),  Form S-8 (No. 33-61682), Form
S-8 (No. 33-61718), Form S-8 (No. 333-51494), and Form S-4 (No. 333-86018).


                                                 /s/ Ernst & Young LLP





Phoenix, Arizona
March 10, 2004