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, 2007
                                 -----------------

                                      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: 333-131630-95
                                                      -------------

              Alternative Loan Trust Resecuritization 2007-HY5R,
         Resecuritization Pass-Through Certificates, Series 2007-HY5R
         ------------------------------------------------------------
          (Exact name of Issuing Entity as Specified in Its Charter)

                Commission file number of Depositor: 333-131630
                                                     ----------

                                  CWALT, Inc.
                                  -----------
             (Exact name of Depositor as Specified in Its Charter)

                         Deutsche Bank Securities Inc.
                         -----------------------------
              (Exact name of Sponsor as Specified in Its Charter)

            Delaware                                        87-0698307
--------------------------------------------     -------------------------------
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization of                 the Depositor)
the Depositor)

c/o      Countrywide Home Loans Servicing LP
         4500 Park Granada
         Calabasas, California                              91302
--------------------------------------------     -------------------------------
(Address of Principal Executive Offices                  (Zip Code)
of the Depositor)

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 Exchange Act).                      [ ] Yes [X] No

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



                                      2
<PAGE>

                      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 2007-HY5R (the
"Issuing Entity") formed pursuant to the trust agreement dated as of March 26,
2007 (the "Trust Agreement") among CWALT, Inc., as depositor (the "Company"),
Deutsche Bank Securities Inc., as underlying certificate seller (the
"Sponsor") and The Bank of New York, as trustee (the "Trustee"), securities
intermediary and bank, for the issuance of Resecuritization Pass-Through
Certificates, Series 2007-HY5R (the "Certificates").



                                      3
<PAGE>

                                    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
<PAGE>

                                    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
<PAGE>

                                   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
<PAGE>

                                    PART IV


Item 15.  Exhibits and Financial Statement Schedules.

          (a)  (1)  Not applicable.

               (2)  Not applicable.

               (3)  The required exhibits are as follows:

                    o  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))

                    o  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))

                    o  Exhibit 4: Trust Agreement (Filed as part of the
                       Current Report on Form 8-K filed on June 21, 2007 under
                       the Commission file number of the Issuing Entity)

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

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

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

                    o  Exhibit 35: Servicer Compliance Statement of the
                       Trustee

                    o  Exhibit 99.1: Annual Report on Form 10-K of Alternative
                       Loan Trust 2007-HY3

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

          (c)  Not applicable.



                                      7
<PAGE>

                            ADDITIONAL INFORMATION


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

              See Exhibit 99.1 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.

              None.

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 2007-HY3, a significant
              obligor with respect to the Issuing Entity (the "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 Obligor, 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.


              The Company established both the Issuing Entity and the
              Significant Obligor. The Company and the Trustee are parties to
              the pooling and servicing agreement pursuant to which the
              Significant Obligor was 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 an underwriting agreement pursuant to which
              certain of the Alternative Loan Trust



                                      8
<PAGE>

              2007-HY3, Mortgage Pass-Through Certificates, Series 2007-HY3,
              including the 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.



                                      9
<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.

         ALTERNATIVE LOAN TRUST RESECURITIZATION 2007-HY5R

              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, 2008



                                      10
<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 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.



                                      11
<PAGE>

                                 EXHIBIT INDEX



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


3(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 June 21, 2007 under the Commission file number of the
           Issuing Entity)*

31(ii)     Rule 15d-14(d) Certification

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

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

35         Servicer Compliance Statement of the Trustee

99.1       Annual Report on Form 10-K of Alternative Loan Trust 2007-HY3



------------------------

*        Incorporated herein by reference.



                                      12