8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest Event

Reported): May 16, 2008

Alternative Loan Trust 2005-76

(Exact name of the issuing entity)

Commission File Number of the issuing entity:  333-125902-58

CWALT, Inc.

(Exact name of the depositor as specified in its charter)

Commission File Number of the depositor:  333-125902

Countrywide Home Loans, Inc.

(Exact name of the sponsor as specified in its charter)

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

4500 Park Granada
Calabasas, California	91302
(Address of Principal	(Zip Code)
Executive Offices of the depositor)

The depositor’s telephone number, including area code (818) 225-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8            Other Events

Item 8.01             Other Events.

On December 30, 2005, CWALT, Inc. (the “Company”) entered into a Pooling and Servicing Agreement dated as of December 1, 2005 (the “Pooling and Servicing Agreement”), with the Company, as depositor, Countrywide Home Loans, Inc. (“CHL”), as a seller, Park Granada LLC, as a seller (“Park Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), Park Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada and Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master servicer (the “Master Servicer”), and The Bank of New York, as trustee (the “Trustee”), providing for the issuance of the Company’s Mortgage Pass-Through Certificates, Series 2005-76.  The Pooling and Servicing Agreement was previously filed on January 27, 2006 (accession no. 0000905148-06-000822).

On May 16, 2008, the Company and the other parties to the Pooling and Servicing Agreement entered into an amendment to the Pooling and Servicing Agreement.  A copy of that amendment is annexed hereto as Exhibit 4.1.

2

Section 9 Financial Statements and Exhibits 

Item 9.01 Financial Statements and Exhibits. 

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell Company  Transactions.

(d) Exhibits.

Exhibit No.	Description
4.1	Amendment No. 1, dated as of May 16, 2008, to the Pooling and Servicing Agreement, dated as of December 1, 2005, among the Company, the Sellers, the Master Servicer and the Trustee.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CWALT, INC.
By:	/s/ Darren Bigby
Darren Bigby
Vice President

Dated:  May 16, 2008

4

Exhibit Index

Exhibit

4.1 Amendment No. 1, dated as of May 16, 2008, to the Pooling and Servicing Agreement, dated as of December 1, 2005, among the Company, the Sellers, the Master Servicer and the Trustee.

5

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1

Dated as of May 16, 2008

to

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2005

among

CWALT, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK GRANADA LLC,

Seller

PARK MONACO INC.,

Seller

PARK SIENNA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

ALTERNATIVE LOAN TRUST 2005-76

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-76

THIS AMENDMENT NO. 1, dated as of May 16, 2008 (the “Amendment”), to the Pooling and Servicing Agreement (as defined below), is among CWALT, INC., as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC. (“Countrywide”), as a seller (a “Seller”), PARK GRANADA LLC (“Park Granada”), as a seller (a “Seller”), PARK MONACO INC. (“Park Monaco”), as a seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”), as a seller (a “Seller”), COUNTRYWIDE HOME LOANS SERVICING LP, as master servicer (the “Master Servicer”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Depositor, Countrywide, as a Seller, Park Granada, as a Seller, Park Monaco, as a Seller, Park Sienna, as a Seller, the Master Servicer, and Trustee entered into a Pooling and Servicing Agreement, dated as of December 1, 2005 (the “Pooling and Servicing Agreement”), providing for the issuance of the Alternative Loan Trust 2005-76, Mortgage Pass-Through Certificates, Series 2005-76;

WHEREAS, the transaction evidenced by the Pooling and Servicing Agreement closed on December 30, 2005 (the “Closing Date”);

WHEREAS, the parties to the transaction wish to amend the Pooling and Servicing Agreement as of the Closing Date by: (1) replacing the definition of “Certificate Balance” in Article I with a definition that includes the concept of Net Deferred Interest and (2) adding Section 4.03 (together, such amendments, the “Amendment”) so as to provide for the allocation of Net Deferred Interest to the Certificate Balances of the Certificates;

WHEREAS, subject to the satisfaction of certain conditions provided therein, Section 10.01 of the Pooling and Servicing Agreement provides that the Pooling and Servicing Agreement may be amended by the parties thereto without the consent of any Certificateholders to conform to the Prospectus and Prospectus Supplement provided to investors in connection with the initial offering of the Certificates;

WHEREAS, the parties to the Pooling and Servicing Agreement wish to amend the Pooling and Servicing Agreement to conform to the Prospectus Supplement as described in the third recital of this Amendment;

WHEREAS, the Depositor and the Master Servicer have concluded that no consent of any Class of Certificates is required for the adoption of the Amendment; and

WHEREAS, the Depositor has delivered to the Trustee an Opinion of Counsel in accordance with the provisions of the Pooling and Servicing Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1

SECTION 1.     Defined terms.

For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

SECTION 2.     Amendment.

(1)  As of the Closing Date, the definition of “Certificate Balance” as set forth in Article I of the Pooling and Servicing Agreement is hereby deleted and replaced with the following:

Certificate Balance:  With respect to any Certificate (other than the Class C Certificates) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled under this Agreement, such amount being equal to the Denomination of that Certificate (A) plus, (i) the amount of Net Deferred Interest allocated to such Class of Certificates pursuant to Section 4.03 and (ii) with respect to the Subordinated Certificates, any increase to the Certificate Balance of such Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries and (B) minus the sum of (i) all distributions of principal previously made with respect to that Certificate and (ii) with respect to the Subordinated Certificates, any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates pursuant to Section 4.02 without duplication.

(2)  As of the Closing Date, the following section is added as Section 4.03 to the Pooling and Servicing Agreement:

Section 4.03.     Allocation of Net Deferred Interest

(a)  For any Distribution Date, the Net Deferred Interest allocated to a Class of Certificates shall be an amount equal to the excess, if any, of (i) the amount of interest that accrued on such Class of Certificates at the applicable Pass-Through Rate during the Interest Accrual Period related to that Distribution Date over (ii) the amount of interest that accrued on such Class of Certificates at the related Adjusted Cap Rate during the Interest Accrual Period related to that Distribution Date.

(b)  Any Net Deferred Interest allocated to a Class of Certificates will be added to the Class Certificate Balance of such Class of Certificates.

SECTION 3.     Effect Of Amendment.

Upon execution of this Amendment, the Pooling and Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Depositor, the Sellers, the Master Servicer and the Trustee shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be and be deemed to be part of the terms and conditions of the Pooling and Servicing Agreement for any and all purposes.  Except as modified and expressly amended by

2

this Amendment, the Pooling and Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 4.     Binding Effect.

The provisions of this Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Trustee and the related Certificateholders.

SECTION 5.     Governing Law.

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 6.     Severability of Provisions.

If any one or more of the provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions or terms of this Amendment or of the Certificates or the rights of the Holders thereof.

SECTION 7.     Section Headings.

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

SECTION 8.     Counterparts.

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

3

IN WITNESS WHEREOF, the Depositor, the Sellers, the Master Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CWALT, INC.,      as Depositor
By:	/s/ Darren Bigby
	Name:  Darren Bigby
	Title:  Executive Vice President

THE BANK OF NEW YORK,      as Trustee
By:	/s/ Michelle Penson
	Name:  Michelle Penson
	Title:  Vice President

COUNTRYWIDE HOME LOANS, INC.,      as a Seller
By:	/s/ Darren Bigby
	Name:  Darren Bigby
	Title:  Executive Vice President

PARK GRANADA LLC,      as a Seller
By:	/s/ Darren Bigby
	Name:  Darren Bigby
	Title:  Executive Vice President

PARK MONACO INC.,      as a Seller
By:	/s/ Darren Bigby
	Name:  Darren Bigby
	Title:  Executive Vice President

4

PARK SIENNA LLC,      as a Seller
By:	/s/ Darren Bigby
	Name:  Darren Bigby
	Title:   Executive Vice President

COUNTRYWIDE HOME LOANS SERVICING LP,      as Master Servicer
By:	COUNTRYWIDE GP, INC.
By:	/s/ Darren Bigby
	Name:  Darren Bigby
	Title:    Executive Vice President

5