Clearwater 2008 Note Program D/A Exempt offering of security (amended)

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001453992

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CLEARWATER 2008 NOTE PROGRAM LLC

Jurisdiction of Incorporation/Organization

IDAHO

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2008
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CLEARWATER 2008 NOTE PROGRAM LLC
Street Address 1		Street Address 2
C/O CLEARWATER REI LLC		1300 EAST STATE STREET, SUITE 103
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
EAGLE	ID	83616	208 639-4488

3. Related Persons

Last Name	First Name	Middle Name
Meyer	Ron
Street Address 1	Street Address 2
1300 East State Street, Suite 103
City	State/Province/Country	ZIP/PostalCode
Eagle	ID	83616

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Benak	Christopher
Street Address 1	Street Address 2
1300 East State Street, Suite 103
City	State/Province/Country	ZIP/PostalCode
Eagle	ID	83616

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Steeves	Don
Street Address 1	Street Address 2
1300 East State Street, Suite 103
City	State/Province/Country	ZIP/PostalCode
Eagle	ID	83616

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cochran	Bart
Street Address 1	Street Address 2
1300 East State Street, Suite 103
City	State/Province/Country	ZIP/PostalCode
Eagle	ID	83616

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hansen	Chad
Street Address 1	Street Address 2
1300 East State Street, Suite 103
City	State/Province/Country	ZIP/PostalCode
Eagle	ID	83616

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy

Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential X Other Real Estate

Retailing Restaurants Technology Computers Telecommunications Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
Rule 504 (b)(1)(i)	X	Rule 506
Rule 504 (b)(1)(ii)		Securities Act Section 4(5)
Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)   Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2008-09-13	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity	Pooled Investment Fund Interests
X	Debt	Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
QA3 Financial Corp.	14754
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
One Valmont Plaza, 4th Floor	PO Box 542055
City	State/Province/Country	ZIP/Postal Code
Omaha	NE	68154-5203
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY

Recipient	Recipient CRD Number None
Berthel, Fisher & Company Financial Services, Inc.	13690
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
701 Tama Street	Building B
City	State/Province/Country	ZIP/Postal Code
Marion	IA	52302-0609
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY

Recipient	Recipient CRD Number None
Capital Financial Services, Inc.	8408
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
#1 North Main Street
City	State/Province/Country	ZIP/Postal Code
Minot	ND	58703
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY

Recipient	Recipient CRD Number None
Follis, Doran L.	1682642
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Cullum & Burks Securities, Inc.	46600
Street Address 1	Street Address 2
540 North Golden Circle	Suite 301
City	State/Province/Country	ZIP/Postal Code
Santa Ana	CA	92705
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CA CO CT WA

Recipient	Recipient CRD Number None
Kittlaus, Louis K	602059
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Alliance Affiliated Equities Corporation	23928
Street Address 1	Street Address 2
One Ward Parkway, #345
City	State/Province/Country	ZIP/Postal Code
Kansas City	MO	64112
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IN

Recipient	Recipient CRD Number None
Lanterman, Scott R.	4115211
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Girard Securities, Inc.	18697
Street Address 1	Street Address 2
68641 Prospect Way
City	State/Province/Country	ZIP/Postal Code
Desert Hot Springs	CA	92240
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CA GA IL NV OR TX WA

Recipient	Recipient CRD Number None
Lum, Matthew J.	1622477
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Girard Securities, Inc.	18697
Street Address 1	Street Address 2
200 E. Carrillo, Suite 302
City	State/Province/Country	ZIP/Postal Code
Santa Barbara	CA	93101
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AZ CA FL HI ID NV NM NY OH UT VA WA WY

Recipient	Recipient CRD Number None
Price, Clifford H.	4781905
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Private Asset Group, Inc.	142541
Street Address 1	Street Address 2
3070 Bristol Street, Suite 500
City	State/Province/Country	ZIP/Postal Code
Costa Mesa	CA	92626
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CA

Recipient	Recipient CRD Number None
Roberts, James M.	871777
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Cullum & Burks Securities, Inc.	46600
Street Address 1	Street Address 2
13355 Noel Road, Suite 1300	One Galleria Tower
City	State/Province/Country	ZIP/Postal Code
Dallas	TX	75240
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CA

Recipient	Recipient CRD Number None
Andrews, Kevin E.	4681693
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Independent Securities Group, LLC	135288
Street Address 1	Street Address 2
435 W. Broadway
City	State/Province/Country	ZIP/Postal Code
Meridian	ID	83642
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ID OR

Recipient	Recipient CRD Number None
Rodriguez, Paul A.	2995419
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
World Equity Group, Inc.	29087
Street Address 1	Street Address 2
3239 Grove Avenue	Suite 203
City	State/Province/Country	ZIP/Postal Code
Berwyn	IL	60402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FL IL MD MI

Recipient	Recipient CRD Number None
Runyan, Preston D.	1489516
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
World Equity Group, Inc.	29087
Street Address 1	Street Address 2
3239 Grove Avenue	Suite 203
City	State/Province/Country	ZIP/Postal Code
Berwyn	IL	60402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IL IN MI

Recipient	Recipient CRD Number None
DeWaay Financial Network, LLC	30767
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
13001 University Avenue
City	State/Province/Country	ZIP/Postal Code
Clive	IA	50325
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY

Recipient	Recipient CRD Number None
Kowalsky, Donald M.	274546
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Questar Capital Corporation	43100
Street Address 1	Street Address 2
2800 Shallowford Road
City	State/Province/Country	ZIP/Postal Code
Atlanta	GA	30341
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AL AR CA FL GA IL IN MA MI NJ NY NC OH SC TN TX VA

Recipient	Recipient CRD Number None
Heath, Jeffrey H.	813557
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Questar Capital Corporation	43100
Street Address 1	Street Address 2
6720 E. Camino Principal	Suite 101
City	State/Province/Country	ZIP/Postal Code
Tuscon	AZ	85715
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AZ CA NM

Recipient	Recipient CRD Number None
Lee, Robyn H.	2846656
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Independent Financial Group, LLC	7717
Street Address 1	Street Address 2
1777 Borel Place, Suite 415
City	State/Province/Country	ZIP/Postal Code
San Mateo	CA	94402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CA NV NM OR WA

Recipient	Recipient CRD Number None
Kittlaus, Louis K.	602059
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Edwin C. Blitz Investments, Inc.	7638
Street Address 1	Street Address 2
191 Waukegan Road #101
City	State/Province/Country	ZIP/Postal Code
Northfield	IL	60093
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FL IL IN NC

Recipient	Recipient CRD Number None
Crerand, Jr., Joseph E.	56985
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Questar Capital Corporation	43100
Street Address 1	Street Address 2
6419 W El Cortez Place
City	State/Province/Country	ZIP/Postal Code
Phoenix	AZ	85083
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
AZ CA FL GA IL MO NJ NC PA TX

13. Offering and Sales Amounts

Total Offering Amount	$20,000,000	USD	or Indefinite
Total Amount Sold	$10,449,717	USD
Total Remaining to be Sold	$9,550,283	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

263

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$1,860,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$510,000

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CLEARWATER 2008 NOTE PROGRAM LLC	/Bart Cochran/	Bart Cochran	Manager	2009-06-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.