CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2005-E
Not applicable.  See the Relief Letters.
Not applicable.
None.
Not applicable.  See the Relief Letters.
There were no material pending legal proceedings relating to                   the Trust to which any of the Trust, the Trustee, the Owner                   Trustee, the Master Servicer 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, the Trustee, the Owner Trustee, the Master Servicer                   or the Company, nor is the Company aware of any such                   proceedings contemplated by governmental authorities.
No matter was submitted to a vote of Noteholders, and no                   Noteholder consent was solicited during the fiscal year                   covered by this Report.                                          4                                        PART II
(a) Item 201 of Regulation S-K:                      i.   Market Information. There is no established public                          trading market for the Notes.                      ii.  Holders. As of December 31, 2005 there were less than                          300 holders of record of the Notes.                      iii. Dividends. Not applicable. See the Relief Letters.                          (Information as to distributions to Noteholders 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.
Not applicable.  See the Relief Letters.
Not applicable.  See the Relief Letters.
Not applicable.
Not applicable.  See the Relief Letters.                                          5
None.
Not applicable.
None.                                         6                                       PART III
Not applicable.  See the Relief Letters.
Not applicable.  See the Relief Letters.
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.
Not applicable.  See the Relief Letters.
Not applicable.                                          7                                        PART IV
(a)      (1)      Pursuant to the Sale and Servicing                                     Agreement, the Master Servicer is required                                     (i) to deliver an annual statement as to                                     compliance with the provisions of the Sale                                     and Servicing Agreement and certain other                                     matters (the "Annual Statement of the                                     Master Servicer") and (ii) to cause a firm                                     of independent public accountants to                                     deliver an annual report as to compliance                                     with the servicing provisions of the Sale                                     and Servicing Agreement (the "Annual Report                                     of the Firm of Accountants").  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.                                          333-121378)).                                      o    Exhibit 3(ii): Copy of Company's                                          By-laws (Filed as an Exhibit to                                          Registration Statement on Form S-3                                          (File No. 333-121378)).                                      o    Exhibit 4(i): Sale and Servicing                                          Agreement (Filed as part of the                                          Registrant's Current Report on Form                                          8-K filed on September 15, 2005).                                      o    Exhibit 4(ii): Indenture (Filed as                                          part of the Registrant's Current                                          Report on Form 8-K filed on September                                          15, 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.                                      o    Exhibit 99.3:  Audited Financial                                          Statements of MBIA Inc. and                                          subsidiaries.                                      o    Exhibit 99.5: Trust Agreement (Filed                                          as part of the Registrant's Current                                          Report on Form 8-K filed on September                                          15, 2005).                                          8                      (b) See subparagraph (a)(3) above.                    (c) Not applicable. See the Relief Letters.                                        9                                      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.                               CWHEQ, INC., REVOLVING HOME EQUITY LOAN TRUST,                              SERIES 2005-E, REVOLVING HOME EQUITY LOAN                              ASSET BACKED NOTES, SERIES 2005-E                               By: Countrywide Home Loans, Inc.,                                  as Master Servicer*                                 By:   /s/ Craig Baingo                                    --------------------------                                    Name:  Craig Baingo                                    Title: Executive Vice President, Finance                               Date:  March 24, 2006          - ----------------------  * This Report is being filed by the Master Servicer on behalf of the Trust. The Trust does not have any officers or directors.                                         10              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 Noteholders. See the Relief Letters.                                          11                                        EXHIBIT INDEX    Exhibit           Document - -------           --------  3(i)              Company's Certificate of Incorporation (Filed as an Exhibit                   to Registration Statement on Form S-3 (File No. 333-121378))*  3(ii)             Company's By-laws (Filed as an Exhibit to Registration                   Statement on Form S-3 (File No. 333-121378))*  4(i)              Sale and Servicing Agreement (Filed as part of the Company's                   Current Report on Form 8-K filed on September 15, 2005)*  4(ii)             Indenture (Filed as part of the Company's Current Report on                   Form 8-K filed on September 15, 2005)*  31                Rule 15d-14(a) Certification  99.1              Annual Statement of the Master Servicer  99.2              Annual Report of the Firm of Accountants  99.3              Audited financial statements for the year ended December 31,                   2005 for MBIA Inc. and subsidiaries**  99.5              Trust Agreement (Filed as part of the Registrant's Current                   Report on Form 8-K filed on September 15, 2005)*       - -------------------------  *        Incorporated herein by reference. **       Incorporation by reference to the consolidated financial statements          of MBIA Inc. and subsidiaries as of December 31, 2005 and 2004, and          for each of the years in the three-year period ended December 31,          2005, which report appears in the Annual Report on Form 10-K of MBIA          Inc., which was filed with the Securities and Exchange Commission on          March 8, 2006 (Securities and Exchange Commission File No.          001-09583).                                          12    EX-31 2 efc6-0738_exhibit31.txt                                     Exhibit 31                                   ----------                                         CERTIFICATION                I, Steve Bailey, certify that:               1. I have reviewed this annual report on Form 10-K, and all              reports on Form 8-K containing distribution and servicing reports              filed in respect of periods included in the year covered by this              annual report, of CWHEQ Revolving Home Equity Loan Trust, Series              2005-E;               2. Based on my knowledge, the information in these reports, taken              as a whole, does not contain any untrue statement of a material              fact or omit to state a material fact necessary to make the              statements made, in light of the circumstances under which such              statements were made, not misleading as of the last day of the              period covered by this annual report;               3. Based on my knowledge, the distribution or servicing              information required to be provided to the trustee by the master              servicer under the pooling and servicing, or similar, agreement,              for inclusion in these reports is included in these reports;               4. I am responsible for reviewing the activities performed by the              master servicer under the pooling and servicing, or similar,              agreement and based upon my knowledge and the annual compliance              review required under that agreement, and except as disclosed in              the reports, the master servicer has fulfilled its obligations              under that agreement; and               5. The reports disclose all significant deficiencies relating to              the master servicer's compliance with the minimum servicing              standards based upon the report provided by an independent public              accountant, after conducting a review in compliance with the              Uniform Single Attestation Program for Mortgage Bankers or              similar procedure, as set forth in the pooling and servicing, or              similar, agreement, that is included in these reports.               In giving the certifications above, I have reasonably relied on              information provided to me by the following unaffiliated parties:              JPMorgan Chase Bank, N.A., as indenture trustee.                Date: March 24, 2006                                  /s/ Steve Bailey                                 ----------------                                  Steve Bailey                                 Senior Managing Director      EX-99.1 3 efc6-0738_exhibit991.txt                                    Exhibit 99.1                                  ------------                               COUNTRYWIDE HOME LOANS, INC.                                OFFICERS' CERTIFICATE                     ANNUAL STATEMENT OF THE MASTER SERVICER             CWHEQ, INC. REVOLVING HOME EQUITY LOAN TRUST, SERIES 2005-E          REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES, SERIES 2005-E            The undersigned do hereby certify that they are each an officer of Countrywide Home Loans, Inc. (the "Master Servicer"), and do hereby further certify pursuant to Section 3.09 of the Sale and Servicing Agreement for the above-captioned Series (the "Agreement") that:  (i) A review of the activities of the Master Servicer during the preceding calendar year and of the performance of the Master Servicer under the Agreement has been made under our supervision; and  (ii) To the best of our knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement throughout such year.     /s/ Craig Baingo                                 Dated: March 24, 2006 - ------------------  CRAIG BAINGO EXECUTIVE VICE PRESIDENT, FINANCE    /s/ Kevin Meyers                                 Dated: March 24, 2006 - ------------------  KEVIN MEYERS MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, LOAN ADMINISTRATION      EX-99.2 4 efc6-0738_exhibit992.txt                                                                      Exhibit 99.2                                                                     ------------  [KPMG Logo]                       KPMG LLP                          Telephone 213 972 4000                      Suite 2000                        Fax       213 622 1217                      355 South Grand Avenue            Internet  www.us.kpmg.com                      Los Angeles, CA 90071-1568                         Independent Accountants' Report,                        --------------------------------  The Board of Directors Countrywide Financial Corporation:  We have examined management's assertion, included in the accompanying Management Assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.  Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards.  In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.                                         KPMG LLP  March 3, 2006             KPMG LLP, a U.S. limited liability partnersnip, is the U S.            member firm of KPMG International, a Swiss cooperative.                                                [LOGO]Countrywide(R)                                             --------------------                                                     HOME LOANS                                              2900 MADERA ROAD                                             SIMI VALLEY, CALIFORNIA 93065-6298                                              (805) 955-1000                               Management Assertion  March 3, 2005  As of and for the year ended December 31, 2005, Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the "Company") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a mortgage bankers' (fidelity) bond in the amount of $200 million and an errors and omissions policy in the amount of $100 million and $130 million for the period January 1, 2005 to August 1, 2005 and for the period from August 1, 2005 to December 31, 2005, respectively.  /s/ Steve Bailey - ------------------------------------- Steve Bailey Senior Managing Director and Chief Executive Officer, Loan Administration    /s/ Kevin Meyers - ------------------------------------- Kevin Meyers Managing Director and Chief Financial Officer, Loan Administration     -----END PRIVACY-ENHANCED MESSAGE-----