UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(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, 2005
                                  -----------------

                                      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: 333-117949-28
                                             --------------

        CWALT, Inc., Alternative Loan Trust Resecuritization 2005-12R,
          Resecuritization Pass-Through Certificates, Series 2005-12R
          ------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

            Delaware                                   87-0698307
-------------------------------           -----------------------------------
(State or other jurisdiction of           I.R.S. Employer Identification No.)
incorporation or organization)

c/o      CWALT, Inc.
         4500 Park Granada
         Calabasas, California                               91302
----------------------------------------           ---------------------------
(Address of principal executive offices)                  (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
                                                             ----

<PAGE>

     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 (ss.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, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]  Non-accelerated filer [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). [ ] Yes [X] No

     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


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<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

                                     * * *

     This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund entitled Alternative Loan Trust Resecuritization 2005-12R (the
"Trust Fund") formed pursuant to the trust agreement dated as of March 25,
2005 (the "Trust Agreement") among CWALT, Inc., as depositor (the "Company"),
Bear, Stearns & Co. Inc., as underlying certificate seller (the "Seller") and
The Bank of New York, as trustee (the "Trustee"), securities intermediary (
the "Securities Intermediary") and bank (the "Bank"), for the issuance of
CWALT, Inc., Resecuritization Pass-Through Certificates, Series 2005-12R (the
"Certificates"). Certain information otherwise required to be included in this
Report by the Instructions to Form 10-K has been omitted in reliance on the
relief granted by the Commission to other companies in similar circumstances,
in particular, the relief granted in CWMBS, Inc. (February 3, 1994)
(collectively, the "Relief Letters").


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<PAGE>

                                    PART I

Item 1.   Business.

          Not applicable. See the Relief Letters.

Item 1A.  Risk Factors.

          Not applicable.

Item 1B.  Unresolved Staff Comments.

          None.

Item 2.   Properties.

          Not applicable. See the Relief Letters.

Item 3.   Legal Proceedings.

          There were no material pending legal proceedings relating to the
          Trust Fund to which any of the Trust Fund, the Trustee, the
          Securities Intermediary, the Bank or the Company was a party or of
          which any of their respective properties was the subject during the
          fiscal year covered by this Report other than ordinary routine
          litigation incidental to the duties of the Trust Fund, the Trustee,
          the Securities Intermediary, the Bank or the Company, nor is the
          Company aware of any such proceedings contemplated by governmental
          authorities.

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

          No matter was submitted to a vote of Certificateholders, and no
          Certificateholder consent was solicited during the fiscal year
          covered by this Report.


                                      4
<PAGE>

                                    PART II

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

          (a)  Item 201 of Regulation S-K:

               i.   Market Information. There is no established public trading
                    market for the Certificates.

               ii.  Holders. As of December 31, 2005 there were less than 300
                    holders of record of the Certificates.

               iii. Dividends. Not applicable. See the Relief Letters.
                    (Information as to distributions to Certificateholders is
                    provided in the Registrant's monthly filings on Form 8-K.)

               iv.  Securities Authorized for Issuance Under Equity
                    Compensation Plans. Not applicable.

               Item 701 of Regulation S-K. Not applicable.

          (b)  Rule 463 of the Securities Act of 1933. Not applicable.

          (c)  Item 703 of Regulation S-K. Not applicable as the Registrant
               has no class of equity securities registered pursuant to
               section 12 of the Securities Exchange Act of 1934.

Item 6.   Selected Financial Data.

          Not applicable. See the Relief Letters.

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation.

          Not applicable. See the Relief Letters.

Item 7A   Quantitative and Qualitative Disclosures about Market Risk.

          Not applicable.

Item 8.   Financial Statements and Supplementary Data.

          Not applicable. See the Relief Letters.


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<PAGE>

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

          None.

Item 9A.  Controls and Procedures.

          Not applicable.

Item 9B.  Other Information.

          None.


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<PAGE>

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.

          Not applicable. See the Relief Letters.

Item 11.  Executive Compensation.

          Not applicable. See the Relief Letters.

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

          Information required by Item 201(d) of Regulation S-K: Not
          applicable.

          Information required by Item 403 of Regulation S-K:

          (a)  Not applicable. See the Relief Letters.

          (b)  Not applicable. See the Relief Letters.

          (c)  Not applicable. See the Relief Letters.

Item 13.  Certain Relationships and Related Transactions.

          Not applicable. See the Relief Letters.

Item 14.  Principal Accounting Fees and Services.

          Not applicable.


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<PAGE>

                                    PART IV

Item 15.  Exhibits and Financial Statement Schedules.

          (a)  (1)  The Annual Statement of the Master Servicer is
                    attached as Exhibit 99.1 to this Report. The Annual Report
                    of the Firm of Accountants is attached as Exhibit 99.2 to
                    this Report. See Relief Letters.

               (2)  Not applicable.

               (3)  The required exhibits are as follows:

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

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

                    o    Exhibit 4: Trust Agreement (Filed as part of the
                         Registrant's Current Report on Form 8-K filed on June
                         14, 2005).

                    o    Exhibit 31: Rule 15d-14(a) Certification.

                    o    Exhibit 99.1: Annual Statement of the Master
                         Servicer.

                    o    Exhibit 99.2: Annual Report of the Firm of
                         Accountants.

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

          (c)  Not applicable. See the Relief Letters.


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<PAGE>

                                  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.

                                       CWALT, INC.,
                                       ALTERNATIVE LOAN TRUST RESECURITIZATION
                                       2005-12R, RESECURITIZATION PASS-THROUGH
                                       CERTIFICATES, SERIES 2005-12R

                                       By: CWALT, Inc.,
                                           as Depositor*

                                       By: /s/ David A. Spector
                                           -----------------------------------
                                           Name:  David A. Spector
                                           Title: Vice President

                                       Date:  March 29, 2006

---------

*    This Report is being filed by the Depositor on behalf of the Trust Fund.
     The Trust Fund does not have any officers or directors.


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<PAGE>

     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 such annual report, proxy statement, form of proxy or other soliciting
material has been, or will be, sent to Certificateholders. See the Relief
Letters.


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<PAGE>

                                 EXHIBIT INDEX

Exhibit           Document
-------           --------

3(i)              Company's Certificate of Incorporation (Filed as an Exhibit
                  to Registration Statement on Form S-3 (File No.
                  333-110343))*

3(ii)             Company's By-laws (Filed as an Exhibit to Registration
                  Statement on Form S-3 (File No. 333-110343)*

4                 Trust Agreement (Filed as part of the Company's Current
                  Report on Form 8-K filed on June 14, 2005)*

31                Rule 15d-14(a) Certification

99.1              Annual Statement of the Master Servicer

99.2              Annual Report of the Firm of Accountants

---------

*    Incorporated herein by reference.


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