UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC  20549




FORM
10-K




ANNUAL
REPORT




PURSUANT
TO SECTIONS 13 OR 15(d)




OF
THE SECURITIES EXCHANGE ACT OF 1934




(Mark
One)




[X]           ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
fiscal year ended:   December 31,
2008




or




[  ]           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from to




Commission
file number of Issuing Entity: 333-140962-34




Alternative
Loan Trust Resecuritization 2008-2R,


Resecuritization
Pass-Through Certificates, Series 2008-2R


(Exact
name of Issuing Entity as Specified in Its Charter)




Commission
file number of Depositor: 333-140962




CWALT,
Inc.


(Exact
name of Depositor as Specified in Its Charter)




Credit Suisse Securities
(USA) LLC


(Exact
name of Sponsor as Specified in Its Charter)




Delaware
                    
                    87-0698307(State
      or Other Jurisdiction of Incorporation or Organization of the
      Depositor)
                    
                    (I.R.S.
      Employer Identification No. of the
Depositor)





c/o 
      Countrywide Home Loans Servicing LP4500
      Park GranadaCalabasas, California
                    
                    91302(Address
      of Principal Executive Offices of the Depositor)
                    
                    (Zip
      Code)




Registrant’s
telephone number, including area code:   (818)
225-3000




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




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











Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




[  ]
Yes  [X] No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.




[  ]
Yes  [X] No




Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




[X]
Yes  [  ] No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.




[X]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      accelerated filer [   ]
                Accelerated
      filer [   ]Non-accelerated
      filer [X]
                Smaller
      reporting company [   ](Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).




[  ]
Yes  [X] No




The
Registrant has no voting or non-voting common equity held by
non-affiliates.




2


DOCUMENTS
INCORPORATED BY REFERENCE







None.





*                *               *




This
Annual Report on Form 10-K (the “Report”) is filed with respect to the trust
entitled Alternative Loan Trust Resecuritization 2008-2R (the “Issuing Entity”)
formed pursuant to the trust agreement dated as of March 25, 2008 (the “Trust
Agreement”) among CWALT, Inc., as depositor (the “Company”), Credit Suisse
Securities (USA) LLC, as underlying certificate seller (the “Sponsor”) and The
Bank of New York Mellon (formerly The Bank of New York), as trustee (the
“Trustee”), securities intermediary and bank, for the issuance of
Resecuritization Pass-Through Certificates, Series 2008-2R (the
“Certificates”).














































3




PART
I




Item
      1.
            Business.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      1A.
            Risk
      Factors.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      1B.
            Unresolved
      Staff Comments.




Not
Applicable.




Item
      2.
            Properties.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      3.
            Legal
      Proceedings.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.




Omitted
as permitted by Instruction J to Form 10-K.










4




PART
II




Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      6.
            Selected
      Financial Data.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      7A.
            Quantitative
      and Qualitative Disclosures about Market
Risk.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      8.
            Financial
      Statements and Supplementary Data.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      9A.
            Controls
      and Procedures.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      9B.
            Other
      Information.




None.




5




PART
III




Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      11.
            Executive
      Compensation.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.




Omitted
as permitted by Instruction J to Form 10-K.




Item
      14.
            Principal
      Accountant Fees and Services.




Omitted
as permitted by Instruction J to Form 10-K.












6


PART
IV




Item
      15.
            Exhibits
      and Financial Statement Schedules.




(a)
            (1)
            Not
      applicable.




(2)
            Not
      applicable.




(3)
            The
      required exhibits are as follows:




•
            Exhibit
      3(i):  Copy of Company’s Certificate of Incorporation (Filed as
      Exhibit 3.1 to Registration Statement on Form S-3 (File No.
      333-110343))




•
            Exhibit
      3(ii):  Copy of Company’s By-laws (Filed as Exhibit 3.2 to
      Registration Statement on Form S-3 (File No.
  333-110343))




•
            Exhibit
      4:  Trust Agreement (Filed as part of the Current Report on Form
      8-K filed on May 7, 2008 under the Commission file number of the Issuing
      Entity)




•
            Exhibit
      31(ii):  Rule 15d-14(d)
Certification




•
            Exhibit
      33:  Report on Assessment of Compliance With Servicing Criteria
      for Asset-Backed Securities for the
Trustee




•
            Exhibit
      34:  Attestation Report on Assessment of Compliance With
      Servicing Criteria for Asset-Backed Securities of KPMG LLP on behalf of
      the Trustee




•
            Exhibit
      35:  Servicer Compliance Statement of the
  Trustee




•
            Exhibit
      99.1:  Information Required by General Instruction J. of Form
      10-K for Alternative Loan Trust
2006-39CB




•
            Exhibit
      99.2:  Information Required by General Instruction J. of Form
      10-K for Alternative Loan Trust
2007-3T1




•
            Exhibit
      99.3:  Information Required by General Instruction J. of Form
      10-K for Alternative Loan Trust
2007-19




•
            Exhibit
      99.4:  Information Required by General Instruction J. of Form
      10-K for Alternative Loan Trust
2007-16CB




•
            Exhibit
      99.5:  Information Required by General Instruction J. of Form
      10-K for Alternative Loan Trust
2006-7CB




7






(b)
            See
      subparagraph (a)(3) above.




(c)
            Not
      applicable.












































8






ADDITIONAL
INFORMATION




Item
      1112(b) of Regulation AB.
            Financial
      Information of Significant
Obligors.




See
Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Form 10-K.




Item
      1114(b)(2) of Regulation AB.
            Financial
      Information of Significant Enhancement Providers.




Not
Applicable.




Item
      1115(b) of Regulation AB.
            Financial
      Information of Certain Entities Providing Derivative
      Instruments.




Not
Applicable.




Item
      1117 of Regulation AB.
            Legal
      Proceedings.




Certain
state and local government officials have filed proceedings against Countrywide
Financial Corporation, Countrywide Home Loans, Inc. and Countrywide Home Loans
Servicing LP, including, among others, lawsuits brought by the state attorneys
general of California, Connecticut, Florida, Illinois, Indiana and West
Virginia.  The lawsuits allege, among other things, that Countrywide
Financial Corporation, Countrywide Home Loans, Inc. and Countrywide Home Loans
Servicing LP violated state consumer protection laws by engaging in deceptive
marketing practices designed to increase the volume of loans they originated and
then sold into the secondary market and (according to certain of the complaints)
by improperly servicing loans.  The lawsuits seek various remedies,
including among other things, restitution, other monetary relief, penalties and
rescission or reformation of mortgage loans made to consumers.  In
addition, the Director of the Washington State Department of Financial
Institutions has commenced an administrative proceeding against Countrywide Home
Loans, Inc. alleging, among other things, that it did not provide borrowers with
certain required disclosures and that the loan products made available to
Washington borrowers of protected races or ethnicities were less favorable than
those made available to other similarly situated borrowers.




On
October 6, 2008, Bank of America Corporation announced settlements in relation
to allegations of unfair and deceptive marketing practices with the states
attorneys general of several states, including Arizona, California, Connecticut,
Florida, Illinois, Iowa, Michigan, North Carolina, Ohio, Texas and Washington
(such states, together with such additional states that enter into settlements,
the “Settling States”).  The settlement with the Attorney General of
Washington does not address the pending administrative
action.  Following its settlement announcement on October 6, 2008,
Bank of America Corporation entered into




9




settlements
with the states attorneys general of Delaware, Kansas, Nevada and Pennsylvania,
and has engaged in negotiations, and may have entered into other settlements,
with additional states attorneys general. The cornerstone of the settlements is
a loan modification program for subprime borrowers and pay option ARM borrowers
designed to avoid foreclosures, along with a nationwide fund of up to $150
million for payments to borrowers who have already experienced
foreclosure.  While the loan modifications to be made pursuant to the
settlements with the Settling States are intended to both avoid unnecessary
foreclosures and increase recoveries relative to foreclosing on defaulted
borrowers, the ultimate effectiveness of these modifications in mitigating
losses on mortgage loans cannot be predicted with certainty.  This
loan modification program could result in more modifications of the original
terms of mortgage loans, more delinquent and defaulted mortgage loans, delays in
foreclosures and liquidations with respect to defaulted mortgage loans and/or
permanent forgiveness of a portion of the amounts owing in respect of the
related mortgage loans.  The settlements do not require the mortgage
loans owned by the Significant Obligors to be subject to the loan modification
program.




While the
outcome of the proceedings described above that are not subject to settlements
with Settling States is unknown, the relief sought by the government officials
in one or more of the matters could, if granted, result in delays in the
foreclosure process, reduced payments by borrowers, modification of the original
terms of mortgage loans, permanent forgiveness of all or a portion of the
amounts owing in respect of the related mortgage loans and/or increased
reimbursable servicing expenses, which could result in delays and reductions in
distributions to be made to certificateholders or an increase in realized losses
allocated to certificateholders.




Item
      1119 of Regulation AB.
            Affiliations
      and Certain Relationships and Related
  Transactions.




The
Company and the Issuing Entity are affiliates and the Company and Alternative
Loan Trust 2006-39CB, Alternative Loan Trust 2007-3T1, Alternative Loan Trust
2007-19, Alternative Loan Trust 2007-16CB and Alternative Loan Trust 2006-7CB,
each a significant obligor with respect to the Issuing Entity (each, a
“Significant Obligor”) are affiliates.  There are no other affiliated
parties.  Except as described in the next paragraph, there are
currently no business relationships, agreements, arrangements, transactions or
understandings between (a) the Sponsor, the Company or the Issuing Entity and
(b) the Trustee or the Significant Obligors, or any of their affiliates, that
were entered into outside the ordinary course of business or that contain terms
other than would be obtained in an arm’s length transaction with an unrelated
third party and that are material to the investor’s understanding of the
Certificates.  No such business relationship, agreement, arrangement,
transaction or understanding has existed during the past two years.




10




The
Company established both the Issuing Entity and the Significant
Obligors.  The Company and the Trustee are parties to the pooling and
servicing agreements pursuant to which the Significant Obligors were established
and the Deposited Underlying Certificates (as defined in the prospectus
supplement for the Issuing Entity previously filed with the U.S. Securities and
Exchange Commission under Rule 424(b) of the Securities Act of 1933, as amended)
were issued.  The Company and the Sponsor are parties to underwriting
agreements pursuant to which certain of the Alternative Loan Trust 2007-19,
Mortgage Pass-Through Certificates, Series 2007-19 and Alternative Loan Trust
2006-7CB, Mortgage Pass-Through Certificates, Series 2006-7CB, including the
related Deposited Underlying Certificates, were purchased by the
Sponsor.




Item
      1122 of Regulation AB.
            Compliance
      with Applicable Servicing Criteria.




See
Exhibits 33 and 34 to this Form 10-K.




Item
      1123 of Regulation AB.
            Servicer
      Compliance Statement.




See
Exhibit 35 to this Form 10-K.












































11






SIGNATURES




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




ALTERNATIVE
LOAN TRUST RESECURITIZATION 2008-2R




By:           CWALT,
Inc., as Depositor




By:           /s/ N. Joshua
Adler


Name:  N.
Joshua Adler


Title:    President
and Chief Executive Officer


(Senior
officer in charge of securitization of


CWALT,
Inc.)




Date:  March
27, 2009










12




SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12
OF THE ACT.




No annual
report, proxy statement, form of proxy or other proxy soliciting material with
respect to the Issuing Entity or the Depositor has been, or will be, sent to
security holders.












































13




EXHIBIT
INDEX







Exhibit
                                        Document3(i)
                                        Company’s
      Certificate of Incorporation (Filed as Exhibit 3.1 to Registration
      Statement on Form S-3 (File No. 333-110343))*3(ii)
                                        Company’s
      By-laws (Filed as Exhibit 3.2 to Registration Statement on Form S-3 (File
      No. 333-110343))*4
                                        Trust
      Agreement (Filed as part of the Current Report on Form 8-K filed on May 7,
      2008 under the Commission file number of the Issuing
    Entity)*31(ii)
                                        Rule
      15d-14(d) Certification33
                                        Report
      on Assessment of Compliance With Servicing Criteria for Asset-Backed
      Securities for the Trustee34
                                        Attestation
      Report on Assessment of Compliance With Servicing Criteria for
      Asset-Backed Securities of KPMG LLP on behalf of the
    Trustee35
                                        Servicer
      Compliance Statement of the Trustee99.1
                                        Information
      Required by General Instruction J. of Form 10-K for Alternative Loan Trust
      2006-39CB99.2
                                        Information
      Required by General Instruction J. of Form 10-K for Alternative Loan Trust
      2007-3T199.3
                                        Information
      Required by General Instruction J. of Form 10-K for Alternative Loan Trust
      2007-1999.4
                                        Information
      Required by General Instruction J. of Form 10-K for Alternative Loan Trust
      2007-16CB99.5
                                        Information
      Required by General Instruction J. of Form 10-K for Alternative Loan Trust
      2006-7CB












*
            Incorporated
      herein by reference.










14