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**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A(AMENDMENT NO. 1)**

 

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**(Mark One)**
| **x** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------|

**For the fiscal year ended:December 31, 2006**

**or**

 
| ** ̈** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-----------|---------------------------------------------------------------------------------------------|

**For Transition period                    **

** **

| **Commission File Number ofissuing entity:  333-130795-32**

**Washington Mutual MortgagePass-Through Certificates, WMALT Series 2006-8** |
|------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Commission File Number ofdepositor: 333-130975**

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**WAMU ASSET ACCEPTANCECORP.**

**(Exact name of depositor as specified inits charter)**

 

 

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**WASHINGTON MUTUAL MORTGAGESECURITIES CORP.**

**(Exact name of sponsor as specified inits charter)**

 

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|   |                                                                                        |
|--------|---------------------------------------------------------------------------------------------|
|   | **Delaware**                                                                                |
|   | **(State or other jurisdiction ofIncorporation**

**or organization of theissuing entity)** |
|   |
|   | **1301 Second Avenue, WMC 3501A Seattle, Washington  98101**                           |
|   | **(Address of principal executiveoffices**

**of issuingentity)**                           |
|   |
|   | **(206)500-4418**                                                                           |
|   | **(Telephone number,including area code)**                                                  |
|   |
|   | **51-0606377**                                                                              |
|   | **(I.R.S. EmployerIdentification No.)**                                                     |
|   |
|   | **N/A**                                                                                     |
|   | **(Former name, formeraddress, if changed since last report)**                              |

 

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Securities registeredpursuant to Section 12(b) of the Act: None

Securities Registeredpursuant to Section 12(g) of the Act: None

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405of the SecuritiesAct.    Yes   ̈    No   x

Indicate by check mark if theregistrant is not required to file reports pursuant toSection 13 or Section 15(d) of theAct.    Yes   ̈    No   x

Indicate by check markwhether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days.    x  Yes      ̈  No

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part II of theForm 10-K or any amendment to this form10-K.     ̈  [Item 405of Regulation S-K is not applicable.]

Indicate by check markwhether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of“accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one):

Large acceleratedfiler   ̈    Accelerated filer    ̈    Non-acceleratedfiler   x

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2of the Act).    Yes   ̈    No   x

Registrant has no voting ornon-voting common equity outstanding held bynon-affiliates.

 

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 **PART III**

The Item labeled "Item 1122 of Regulation AB: Compliance with ApplicableServicing Criteria." is hereby amended by replacing the last sentence thereofwith the following:

None of the Servicing Reports or Attestation Reports has identified anymaterial instance of noncompliance with the servicing criteria as applicable tothe respective Servicing Party, except that, with respect to:

1.  WMMSC and its compliance with Item 1122 (d)(2)(vii)(B), two		of twelve bank statement reconciliations examined were not prepared		within 30 calendar days after the bank statement cutoff date, but were		prepared within 30 calendar days after month end, which was 32 calendar		days after the bank statement cutoff date.

2.  American Security Insurance Company and Standard Guaranty		Insurance Company (together, "Assurant") and their compliance with Item		1122(d)(4)(xii), during the reporting period covered by this 10-K Annual		Report, Assurant did not have sufficient policies and procedures in		place to capture the information necessary to determine its compliance		with Item 1122(d)(4)(xii). As stated in a letter dated January 30, 2008		and attached hereto as an exhibit to this 10-K/A, Assurant has implemented policies		and procedures to capture the information required to comply with this		provision.

 

** **

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**PART IV**

**Item 15. Exhibits,Financial Statement Schedules.**

 

|   | (a)(1) | NotApplicable. |
|--------|--------|----------------|

 

|   | (a)(2) | NotApplicable. |
|--------|--------|----------------|

 

|   | (a)(3) | NotApplicable. |
|--------|--------|----------------|

 

|   | (b) | Exhibits |
|--------|-----|----------|

 

 

| **Exhibit No.** | **  Exhibit Description**                                                                                                                                                                                                                     |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                               |
| 4.1*            | Poolingand Servicing Agreement (incorporated herein by reference fromExhibit 4.1 to the Form 8-K filed by the issuing entity on October13, 2006).                                                                                                  |   |
| 4.2*            | MortgageLoan Purchase Agreement (incorporated herein by reference fromExhibit 4.7 to the Form S-3 filed by WaMu Asset Acceptance Corp. onDecember 12, 2005 with respect to Registration Statement No.333-130795).                                  |   |
| 4.3*            | Amendedand Restated Administrative Agent Agreement (incorporated herein byreference from Exhibit 4.9 to the Form 8-K filed by WaMu AssetAcceptance Corp. on March 6, 2006 with respect to RegistrationStatement No. 333-130795).                   |   |
| 31*             | Certification of Thomas G. Lehmann pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       |   |
| 31.2**          | Restated Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                             |   |
| 33.1*           | Reporton Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                                                                           |   |
| 33.2*           | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank.                                                                                                                                                               |   |
| 33.3*           | Reporton Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                                                                            |   |
| 33.4*           | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                                                                           |   |
| 33.5*           | Reporton Assessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                                                                           |   |
| 33.6*           | Reporton Assessment of Compliance with Servicing Criteria for LaSalleBank National Association.                                                                                                                                                    |   |
| 33.7***         | Restated Report on Assessment of Compliance with Servicing Criteria forAmerican Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.                                                               |   |
| 33.8***         | Letter dated January 30, 2008 regarding Restated Assessment for the Reporting Period of January 1, 2006 through December 31, 2006 for American Security Insurance Company, Standard GuarantyInsurance Company and TrackSure Insurance Agency, Inc. |   |
| 34.1*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                                  |   |
| 34.2*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Bank.                                                                                                                       |   |
| 34.3*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                                   |   |
| 34.4*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                                  |   |
| 34.5*           | Attestation Report of PriceWaterhouseCoopers onAssessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                                     |   |
| 34.6*           | Attestation Report of Ernst & Young LLP onAssessment of Compliance with Servicing Criteria for LaSalle BankNational Association.                                                                                                               |   |
| 34.7****        | Restated Attestation Report of PriceWaterhouseCooperson Assessment of Compliance with Servicing Criteria for American SecurityInsurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.                          |   |
| 35.1*           | ServicerCompliance Statement of Washington Mutual Bank.                                                                                                                                                                                            |   |
| 35.2*           | ServicerCompliance Statement of Washington Mutual Mortgage SecuritiesCorp.                                                                                                                                                                         |   |
| 99.1*           | Certaininformation concerning the mortgage loans (incorporated herein byreference from Exhibit 99.1 to the Form 8-K filed by the issuingentity on September 27, 2006).                                                                             |   |
| 99.2*           | Excerptfrom Section 2 and Schedule III of the Term Sheet (incorporatedherein by reference from Exhibit 99.1 to the Form 8-K filed by theissuing entity on October 13, 2006).                                                                       |   |
|                 |                                                                                                                                                                                                                                                    |  |  |

** **

 _________________________________

| *    |   | Previously Filed                                                 |
|------|--------|------------------------------------------------------------------|
| **   |   | Exhibit 31.2 replaces previously filedExhibit No. 31             |
| ***  |   | Exhibits 33.7 and 33.8 replace previously filed Exhibit No. 33.5 |
| **** |   | Exhibit 34.7 replaces previously filed Exhibit 34.5              |

 

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 Date: May 9, 2008

 

|   |  **WAMUASSET ACCEPTANCE CORP.** |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   |                                 | By: /s/ David Beck |
|   |                                 | Name: David Beck |
|   |                                 | Title: President and Senior Officer in Charge of Securitization of the Depositor |

 

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EXHIBIT INDEX

 

 

 

| **Exhibit No.** | **  Exhibit Description**                                                                                                                                                                                                                     |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                               |
| 4.1*            | Poolingand Servicing Agreement (incorporated herein by reference fromExhibit 4.1 to the Form 8-K filed by the issuing entity on October13, 2006).                                                                                                  |   |
| 4.2*            | MortgageLoan Purchase Agreement (incorporated herein by reference fromExhibit 4.7 to the Form S-3 filed by WaMu Asset Acceptance Corp. onDecember 12, 2005 with respect to Registration Statement No.333-130795).                                  |   |
| 4.3*            | Amendedand Restated Administrative Agent Agreement (incorporated herein byreference from Exhibit 4.9 to the Form 8-K filed by WaMu AssetAcceptance Corp. on March 6, 2006 with respect to RegistrationStatement No. 333-130795).                   |   |
| 31*             | Certification of Thomas G. Lehmann pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       |   |
| 31.2**          | Restated Certification of Thomas G. Lehmann pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                             |   |
| 33.1*           | Reporton Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                                                                           |   |
| 33.2*           | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank.                                                                                                                                                               |   |
| 33.3*           | Reporton Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                                                                            |   |
| 33.4*           | Reporton Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                                                                           |   |
| 33.5*           | Reporton Assessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                                                                           |   |
| 33.6*           | Reporton Assessment of Compliance with Servicing Criteria for LaSalleBank National Association.                                                                                                                                                    |   |
| 33.7***         | Restated Report on Assessment of Compliance with Servicing Criteria forAmerican Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.                                                               |   |
| 33.8***         | Letter dated January 30, 2008 regarding Restated Assessment for the Reporting Period of January 1, 2006 through December 31, 2006 for American Security Insurance Company, Standard GuarantyInsurance Company and TrackSure Insurance Agency, Inc. |   |
| 34.1*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WaMu AssetAcceptance Corp.                                                                                                                  |   |
| 34.2*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Bank.                                                                                                                       |   |
| 34.3*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria by WashingtonMutual Mortgage Securities Corp.                                                                                                   |   |
| 34.4*           | Attestation Report of Deloitte & Touche LLPon Assessment of Compliance with Servicing Criteria for WashingtonMutual Bank fsb.                                                                                                                  |   |
| 34.5*           | Attestation Report of PriceWaterhouseCoopers onAssessment of Compliance with Servicing Criteria for AmericanSecurity Insurance Company and Standard Guaranty InsuranceCompany.                                                                     |   |
| 34.6*           | Attestation Report of Ernst & Young LLP onAssessment of Compliance with Servicing Criteria for LaSalle BankNational Association.                                                                                                               |   |
| 34.7****        | Restated Attestation Report of PriceWaterhouseCooperson Assessment of Compliance with Servicing Criteria for American SecurityInsurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc.                          |   |
| 35.1*           | ServicerCompliance Statement of Washington Mutual Bank.                                                                                                                                                                                            |   |
| 35.2*           | ServicerCompliance Statement of Washington Mutual Mortgage SecuritiesCorp.                                                                                                                                                                         |   |
| 99.1*           | Certaininformation concerning the mortgage loans (incorporated herein byreference from Exhibit 99.1 to the Form 8-K filed by the issuingentity on September 27, 2006).                                                                             |   |
| 99.2*           | Excerptfrom Section 2 and Schedule III of the Term Sheet (incorporatedherein by reference from Exhibit 99.1 to the Form 8-K filed by theissuing entity on October 13, 2006).                                                                       |   |
|                 |                                                                                                                                                                                                                                                    |  |  |

** **

 _________________________________

| *    |   | Previously Filed                                                 |
|------|--------|------------------------------------------------------------------|
| **   |   | Exhibit 31.2 replaces previously filedExhibit No. 31             |
| ***  |   | Exhibits 33.7 and 33.8 replace previously filed Exhibit No. 33.5 |
| **** |   | Exhibit 34.7 replaces previously filed Exhibit 34.5              |