SecProbe.io

August 21, 2007
 Mail Stop 4563
By U.S. Mail and facsimile to (704) 386-1670

Kenneth D. Lewis Chief Executive Officer Bank of American Corp.
Bank of America Corporate Center
100 N. Tryon Street  Charlotte, North Carolina 28255

Re:  Bank of America Corp.  Definitive 14A   Filed March 19, 2007
File No. 01-6523
 Dear Mr. Lewis:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply.
Please understand that after our review of all of your responses, we may raise additional
comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Kenneth D. Lewis, Chief Executive Officer
Bank of American Corp.
August 21, 2007 Page 2  Compensation Committee, page 7

1. You provide disclosure regarding two consultants who served the Compensation Committee in 2006.  Revise your discussion to more specifi cally discuss the
services provided by the consultants a nd the nature and the scope of their
assignments.  Please refer to Item 407(e)(3)(iii) of Regulation S-K.
2. It appears that the Compensation Committ ee has a significant role in providing
oversight and control over the executive compensation program of Bank of America.  However, your discussion indi cates that the Boar d retains a certain
amount of oversight, where the Committ ee makes recommendations to the Board
and also provides the Board with info rmation, including the executive officers
tally sheets.  Revise this section to cl arify the extent to which the Committee’s
authority to approve compensation is limited and therefore ultimate approval requires Board action.  Please refer to Item 407(e)(3)(i) of Regulation S-K.
 Compensation Discussion and Analysis, page 19

3. You disclose that the Committee considers business line performance in setting the compensation of executives who have significant line of business
responsibilities.  You also discuss, in detail, the factors the Committee considered
in setting Mr. Lewis’ compensation.  To  the extent that the decision making
process for the other named executiv e officers was different, including a
consideration of other performance measurements, please discuss the
compensation determinations for those na med officers.  Please refer to Item
402(b)(1)(v) and 402(b)(2)(v, vi, and vii) of Regulation S-K.
4. One of the questions to be addressed as  part of the Compensation Discussion and
Analysis section is how the amount of each element of compensation was
determined.  You provide disclosure rega rding various factors considered by the
Committee and by the CEO in making r ecommendations to the Committee,
including peer group compensation info rmation, corporate level performance
targets, performance compared to the pe rformance of your two peer groups and
performance of individual business units (f or executive officers with line of
business responsibilities).  However,  your discussion of the process for
determining cash incentive compensation a nd the size of long term compensation
do not directly tie any of these factors to the ultimate compensation decision.  Please revise your discussion to indicate the extent to which the size of the
compensation provisions are directly tied to  particular measurements of corporate
performance or to match a particular meas urement of peer group pay practices.
To the extent that these factors are considered and inform the Committee’s
determination, but the ultimate decision on the size or target payout is set using
the Committee’s discretion, please discuss th e use of discretion.  Please refer to
Item 402(b)(1)(v) and 402(b)(2)(vi) of Regulation S-K.

Kenneth D. Lewis, Chief Executive Officer
Bank of American Corp.
August 21, 2007 Page 3
5. There appears to be significant differen ces in the amounts paid to Mr. Lewis and
the amounts paid to the other named executive  officers.  Revise the disclosure to
discuss the reasons that the Committee dete rmined that the disparity in the amount
of compensation of the Chief Executive compared to the other named executives
was consistent with Bank of America’s compensation program.  In the last paragraph of Section II(B )(1) of Release 33-8732A, th e Commission clarified that
you should discuss material differences in  the compensation po licies between the
named executive officers.  Please also refe r to Item 402(b)(2)(vii) of Regulation
S-K.
Impact of SEC and Accounting Rules on Compensation Disclosure, page 25

6. In what appears to be a closing pi ece of your Compensation Discussion and
Analysis, you provide disclosure an d a table which shows how you viewed
compensation amounts when determining the total compensation for the named
executives.  Revise your disc losure to ensure that this  table is not given greater
prominence than the required tables , including the Summary Compensation
Table.  In particular, please refrain fr om using the heading “Alternative Summary
Compensation Table” which appears to present your table of compensation actions as part of the same series of tables as the Summar y Compensation Table,
as the other tables appear to be part  of your analysis of your compensation
decisions and should be presented as such.  Finally, please clarify that while your
table is presented to explai n how you view the disclosu re, you should explain that
your alternative table and disclosure are not a substitute for the complete information required by the SEC’s rules.
 Summary Compensation Table, page 27

7. You provide a number of detailed footnot es to the Summary Compensation Table
and the Grant of Plan Based Awards Table.  Please limit the use of footnotes to required disclosure or other information explaining adjustments or assumptions.  Please place more broad-based explan atory information in the narrative
discussion of these tables called for by It em 402(e) of Regulation S-K or in your
CD&A, as appropriate.
8. Revise to disclose the assumptions used to value the restricted stock awards, or
make reference to the rele vant portion of your notes to financial statement or
Management’s Discussion and Analysis ca lled for by the Instru ctions to 402(c)(v)
and (vi) of Regulation S-K.

Certain Transactions, page 42

9. Please revise your discussion of credit relationships between Bank of America
and your officers and directors to include the full representation required by

Kenneth D. Lewis, Chief Executive Officer
Bank of American Corp. August 21, 2007 Page 4
Instruction 4(c) to Item 404(a) of Regulation S-K.
 Closing Comment

  Please respond to our comments by September 14, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at  (202) 551-3419 with any questions.

Sincerely,   Christian N. Windsor Special Counsel