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

[ ] 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: 333-140958-24

CHL Mortgage Pass-Through 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: 333-140958

CWMBS, 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		95-4449516
(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 LP 4500 Park Granada Calabasas, 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.

DOCUMENTS INCORPORATED BY REFERENCE

None.

* * *

This Annual Report on Form 10-K (the “Report”) is filed with respect to the trust entitled CHL Mortgage Pass-Through Trust Resecuritization 2008-2R (the “Issuing Entity”) formed pursuant to the trust agreement dated as of January 25, 2008 (the “Trust Agreement”) among CWMBS, 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”).

PART I

Item 1. Business.

CHL Mortgage Pass-Through Trust Resecuritization 2008-2R 10-K