UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
   FORM
10-K
  
  (Mark
One)
 x
              ANNUAL REPORT PURSUANT TO
      SECTION13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
 For
      the fiscal year ended February 28,
2009.
  or
   ̈
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
      the transition period
      from            to            .
  
 333-149075-01
 (Commission
file number for the Issuing Entity)
 
 CARMAX
AUTO OWNER TRUST 2008-2
 (Exact
name of the Issuing Entity as specified in its charter)
 
 333-149075
 (Commission
file number for the Depositor)
 
 CARMAX
AUTO FUNDING LLC
 (Exact
name of the Depositor as specified in its charter)
 
 CARMAX
BUSINESS SERVICES, LLC
 (Exact
name of the Sponsor as specified in its charter)
 
 Delaware
 (State or
other jurisdiction of incorporation or organization for the Issuing Entity and
the Depositor)
 
 30-6157647
 (I.R.S.
Employer Identification No. for the Issuing Entity)
 
 01-0794037
 (I.R.S.
Employer Identification No. for the Depositor)
 
 12800
Tuckahoe Creek Parkway, Suite 400, Richmond, VA  23238
 (Address
of principal executive offices, Zip Code)
 
 (804)
935-4512
 (Registrant's
telephone number, including area code)
 
 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  ̈  No
x
 
 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  ̈  No
x
 
 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.  Yes x  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.  (Check one):
 
 Large
accelerated Filer  ̈                                                                                     Accelerated
Filer  ̈
 
 Non-accelerated Filerx                                                                                     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 Act).
 Yes  ̈  No
x
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter: Not
applicable.
 
 Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.  Not applicable.
  DOCUMENTS
INCORPORATED BY REFERENCE
  List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.  The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year endedDecember
24, 1980).  None.
 
  
  PART I
 
 The
following items have been omitted in accordance with General Instruction J to
Form 10-K:
 
 Item
      1.
              Business.Item 1A.
              Risk
      Factors.Item
      2.
              Properties.Item
      3.
              Legal
      Proceedings.Item
      4.
              Submission
      of Matters to a Vote of Security
Holders.
 
 Item
1B.                      Unresolved
Staff Comments.
  None.
  Substitute
information provided in accordance with General Instruction J to Form
10-K:
 
 Item
1112(b) of Regulation AB.  Significant Obligors of Pool Assets
(Financial Information).
 
 No single obligor represents 10% or
more of the pool assets held by CarMax Auto Owner Trust 2008-2 (the "Issuing
Entity").
 
 Item
1114(b)(2) of Regulation AB.  Credit Enhancement and Other Support,
Except for Certain Derivatives Instruments (Information Regarding Significant
Enhancement Providers).
 
 No entity or group of affiliated
entities provides any external credit enhancement or other support with respect
to either payment on the pool assets held by the Issuing Entity or payments on
the asset-backed notes (the "Notes") issued by the Issuing Entity.
 
 Item
1115(b) of Regulation AB.  Certain Derivatives Instruments (Financial
Information).
 
 Based on the standards set forth in
Item 1115(b) of Regulation AB, no information is required in response to this
item.
 
 Item
1117 of Regulation AB.  Legal Proceedings.
 
 There are no legal proceedings pending,
or any proceedings known to be contemplated by governmental authorities, against
CarMax Business Services, LLC (the "Sponsor" and, in its role as the servicer,
the "Servicer"), CarMax Auto Funding LLC (the "Depositor"), Wells Fargo Bank,
National Association (the "Indenture Trustee"), The Bank of New York Mellon (formerly known as The Bank
of New York)(the "
 
 
  
  PART II
 
 The
following items have been omitted in accordance with General Instruction J to
Form 10-K:
 
 Item
      5.
              Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.Item
      6.
              Selected
      Financial Data.Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.Item
      7A.
              Quantitative
      and Qualitative Disclosures About Market Risk.Item
      8.
              Financial
      Statements and Supplementary Data.Item
      9.
              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.Item
      9A.
              Controls
      and Procedures.
 
 Item
9A(T).  Controls and Procedures.
 
 Not applicable.
 
 Item
9B.                      Other
Information.
 
 None.
  
  PART III
 
 The
following items have been omitted in accordance with General Instruction J to
Form 10-K:
 
 Item
      10.
              Directors,
      Executive Officers and Corporate Governance.Item
      11.
              Executive
      Compensation.Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence.Item
      14.
              Principal
      Accounting Fees and Services.
 
 Substitute
information provided in accordance with General Instruction J to Form
10-K:
 
 Item
1119 of Regulation AB.  Affiliations  and Certain
Relationships and Related Transactions.
 
 Information required by Item 1119 of
Regulation AB has been omitted from this report on Form 10-K in reliance on the
Instruction to Item 1119.
 
 Item
1122 of Regulation AB.  Compliance with Applicable Servicing
Criteria.
 
 The following documents are filed as
part of this report:
 
 Exhibit
Number                                           Description of
Exhibit
 
 33.1
              Report
      on Assessment of Compliance with Applicable Servicing Criteria of CarMax
      Business Services, LLC.
 
 34.1
              Report
      of Independent Registered Public Accounting
  Firm.
 
 The Servicer has been identified by the
registrant as a party participating in the servicing function with respect to
the asset pool held by the Issuing Entity.   The Servicer has
completed a report on an assessment of compliance with the servicing criteria
applicable to it (the "Servicing Report"), which Servicing Report is attached as
an exhibit to this report on Form 10-K.  In addition, the Servicer has
provided an attestation report under Item 1122 of Regulation AB (the
"Attestation Report") by a registered public accounting firm, which report is
also attached as an exhibit to this report on Form 10-K.  Neither the
Servicing Report nor the Attestation Report identifies any material instance of
noncompliance with the servicing criteria applicable to the
Servicer.
 
 A report on an assessment of compliance
with the servicing criteria applicable to it and a related attestation report
under Item 1122 of Regulation AB by a registered public accounting firm with
respect to the Indenture Trustee has been omitted from this report on Form 10-K
in reliance on Interpretation 17.01 of the SEC Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations.
 
 Item
1123 of Regulation AB.  Servicer Compliance Statement.
 
 The following document is filed as part
of this report:
 
 Exhibit
Number                                           Description of
Exhibit
 
 35.1
              Annual
      Servicer Compliance Statement of CarMax Business Services,
      LLC.
   
 
 The Servicer has been identified by the
registrant as a servicer with respect to the asset pool held by the Issuing
Entity.   The Servicer has completed a statement of compliance (a
"Compliance Statement") signed by an authorized officer of the
Servicer.  The Compliance Statement is attached as an exhibit to this
report on Form 10-K.
 
 
 PART IV
 
 Item
15.                 Exhibits
and Financial Statement Schedules.
 
  (a)(1)
              Not
      applicable.(a)(2)
              Not
      applicable(a)(3)
              The
      exhibits filed in response to Item 601 of Regulation S-K are listed in the
      Exhibit Index.(b)
              The
      exhibits filed in response to Item 601 of Regulation S-K are listed in the
      Exhibit Index.(c)
              Not
      applicable.
 
  
  
  
  
  
   
  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.
 
 Date: May
21, 2009
 
 CARMAX
AUTO OWNER TRUST 2008-2
 
 By:
CarMax Business Services, LLC,
 as
Servicer on behalf of CarMax Auto Owner Trust 2008-2
 
 By: /s/ Keith
D. Browning
 Name:
Keith D. Browning
 Title:
Executive Vice President and Chief Financial Officer
 (Senior
officer in charge of the servicing function)
 
 
 
 
 
 
 
 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 to security holders, proxy statement, form of proxy or other proxy
soliciting material has been sent to security holders or is anticipated to be
furnished to security holders subsequent to the filing of this annual report on
Form 10-K.
 
 
  
  EXHIBIT
INDEX
 
 Exhibit
Number                                           Description of
Exhibit
 
 3.1
              Certificate
      of Formation of CarMax Auto Funding
LLC.*
 
 3.2
              Amended
      and Restated Limited Liability Company Agreement of CarMax Auto Funding
      LLC dated as of December 1, 2004.**
 
 4.1
              Amended
      and Restated Trust Agreement dated as of July 1, 2008 among CarMax Auto
      Funding LLC, as depositor, BNYM (Delaware), as Delaware trustee, and The
      Bank of New York, as owner
trustee.***
 
 4.2
              Indenture
      dated as of July 1, 2008 between the Issuing Entity and Wells Fargo Bank,
      National Association, as indenture trustee (including forms of the
      Notes).***
 
 10.1
              Sale
      and Servicing Agreement dated as of July 1, 2008 among the Issuing Entity,
      CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC,
      as servicer.***
 
 10.2
              Administration
      Agreement dated as of July 1, 2008 among the Issuing Entity, CarMax
      Business Services, LLC, as administrator, and Wells Fargo Bank, National
      Association, as indenture
trustee.***
 
 10.3
              Receivables
      Purchase Agreement dated as of July 1, 2008 between CarMax Business
      Services, LLC, as seller, and CarMax Auto Funding LLC, as
      purchaser.***
 
 10.4
              ISDA
      Master Agreement dated as of July 3, 2008 between Wachovia Bank, N.A. (the
      "Swap Counterparty") and the Issuing
Entity.***
 
 10.5
              Schedule
      to the ISDA Master Agreement dated as of July 3, 2008 between the Swap
      Counterparty and the Issuing
Entity.***
 
 10.6
              Credit
      Support Annex to the Schedule to the ISDA Master Agreement dated as of
      July 3, 2008 between the Swap Counterparty and the Issuing
      Entity.***
 
 10.7
              Swap
      Transaction Confirmation dated as of July 3, 2008 between the Swap
      Counterparty and the Issuing Entity with respect to the Class A-2b
      Notes.***
 
 10.8
              Swap
      Transaction Confirmation dated as of July 3, 2008 between the Swap
      Counterparty and the Issuing Entity with respect to the Class A-3b
      Notes.***
  10.9
              Swap
      Transaction Confirmation dated as of July 3, 2008 between the Swap
      Counterparty and the Issuing Entity with respect to the Class A-4b
      Notes.***
  31.1
              Rule
      13a-14(d)/15d-14(d) Certification of CarMax Auto Funding LLC (Section
      302 Certification).
 
 33.1
              Report
      on Assessment of Compliance with Servicing Criteria of CarMax Business
      Services, LLC.
 
 34.1
              Report
      of Independent Registered Public Accounting
  Firm.
  35.1
              Annual
      Servicing Compliance Statement of CarMax Business Services,
      LLC.
 
 
 *
              Incorporated
      by reference from the registration statement on Form S-3 of CarMax Auto
      Funding LLC originally filed on August 13, 2003 (File No.
      333-107925).
 
 **
              Incorporated
      by reference from the registration statement on Form S-3 of CarMax Auto
      Funding LLC originally filed on August 4, 2005 (File No.
      333-127189).
 
 ***
              Incorporated
      by reference from the current report on Form 8-K of CarMax Auto Funding
      LLC and the Issuing Entity filed on July 7, 2008 (File No. 333-149075 and
                File
      No. 333-149075-01).