SecProbe.io

Mail Stop 4561
        April 11, 2008

By U.S. Mail and facsimile to: (212) 225-3999

Mr. Timothy J. Mayopoulos, Esq.
Executive Vice President and General Counsel
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
Amendment No. 1 to Registrati on Statement on Form S-4
Filed March 27, 2008
File Number 333-149204

Bank of America Corporation
Form 10-K for December 31, 2007, filed February 28, 2008
Schedule 14A filed March 19, 2008
File Number 001-06523

Dear Mr. Mayopoulos:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
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 filing.  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 us at the telephone numbers listed at the end of this letter.

General Comments on the Registration Statement

1. In your response to prior comment 3, you indicated that Bank of America does

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 2
not believe that the decision as to how the outstanding obligations of Countrywide will be backed by Bank of America is material to a voting or investment decision by the shareholders of Countrywide.  The staff is not able to agree with this
analysis, as it appears that the decisi on to guarantee or assume the outstanding
debt of Countrywide would materially a ffect the financial health of Bank of
America and therefore could be material to a voting decision in which the result
of the transaction would be  the exchange of Countryw ide shares for shares of
Bank of America.  Therefore, please pr ovide the information requested by prior
comment 3, or provide analysis  as to how the decision to  assume or guarantee the
debt of Countrywide is not material to Bank of America or its shareholders.

Risk Factors, page 18

2. We note your response to our former comment 6; please consider adding
disclosure relating to the current FBI investigation into securities fraud at
Countrywide (as first reported in the Wa ll Street Journal on March 8, 2008) and
any foreseeable impact it may have on the merger.

Countrywide’s Reasons for the Merger: R ecommendation of the Countrywide Board of
Directors, page 27

3. Revise this section to specifically note that some of the analysis performed by
Countrywide’s financial advisors did not support the overall fairness
determination and state whether the board c onsidered this factor in arriving at its
recommendation.

Opinions of Countrywide’s Financial Advisors, page 32

4. The disclosure added in response to pr ior comment 14 does not clearly indicate
that the amounts disclosed represent all compensation paid to the financial advisors or merely the fees paid for the described services.  Pl ease clarify that the
amounts represent all compensation paid to each of the financial service
providers, rather than the amounts pa id for certain types of services.

Exhibit 5; Legality Opinion

5. Please revise the last paragraph of your  legality opinion; you can limit your
opinion as to scope  but not person.

6. We note that you disclaim your obligation to update your opinion; accordingly,
please represent to staff that you intend to  file this opinion im mediately prior to

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 3
effectiveness or give your opinion as of the date of ef fectiveness rather than the
“date hereof.”

Bank of America Schedule 14A Definiti ve Proxy Statement filed March 19, 2008
Management’s Discussion and Analysis
Off- and On-Balance Sheet Arrangements
Corporation-Sponsored Multi-Seller Conduits, page 36

7. We note that you administer three multi -seller conduits to  which you provide
liquidity, standby letters of credit or similar loss protection commitments.  Please
tell us and revise future filings to pr ovide detailed disclosures regarding your
obligations under these liquidi ty facilities.  Consider providing the following in
your revised disclosures:

• Whether your obligation is  to purchase commercial paper, provide capital
commitments or to purchase assets from the conduits;
• Whether there are triggers associated with your obligations to fund; and
• Whether there are any terms that woul d limit your obliga tion to perform.

Municipal Bond Trusts and Corporate SPEs, page 37

8. We note your disclosure regarding liquidity  support provided to other corporate
conduits.  It indicates that in the ev ent that you are unable to remarket the
conduit’s commercial paper such that it no longer qualifies as a QSPE, you would
consolidate the conduit.  Please confirm th at the reason the QSPE status could be
invalidated is due to the requirement in paragraph 36 of SFAS 140.  Additionally, in light of your obligation to purchase asse ts from the vehicles if the assets or
insurers are downgraded, please tell us how you concluded that the SPE met the
criteria to qualify as a QSPE.

Collateralized Debt Obligation Vehicles, page 37

9. We note you provided $12.3 billion of liquidity support to CDO vehicles during 2007, of which $9.1 billion was provided to unconsolidated CDOs.  Please tell us how you determined that you were not the primary beneficiary of these vehicles
in light of the liquidity support provided.  Address the following in your response:

• Tell us whether you considered the writ ten put options and other liquidity
agreements to be variable interests at the inception of the CDO transactions, and if so, how those variable interests impacted the primary beneficiary calculation at inception and at  each reconsideration event;

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 4

• Clarify whether you performed a quantit ative or qualitative analysis to
determine whether you were the primary be neficiary of these CDO vehicles at
inception and at each reconsideration event;

• Explain whether you consider the purch ase of commercial paper from the
vehicles to be reconsideration even ts under paragraph 15 of FIN 46(R) and
clarify whether your conclusion is diffe rent for commercial paper purchased
pursuant to written put options, ot her liquidity agreements, or non-
contractually required purchases;

• Clarify whether the commercial paper purchases during the second half of
2007 were in all cases made pursuant to the terms of the liq uidity puts, or
whether certain purchases were made in  advance of any sp ecific obligation to
purchase the commercial paper; and

• Clarify the terms of the written put options, including how “severe disruption
in the short-term funding market” is de fined.  Explain whether it is solely
based on whether the CDO can issue commercial paper at prices below the
contractual yield sp ecified in your liquidity obligations.

10. We note that you consolidated a CDO ve hicle to which you provided liquidity
support of $3.2 billion as of December  31, 2007.  Please explain whether this
CDO was newly-created dur ing 2007 or whether it wa s an existing CDO for
which you became the primary beneficiary during 2007.  If the latter, please describe the events that resulted in  the change in primary beneficiary
determination and explain how your consolid ation analysis resulted in a different
conclusion for this CDO compared to the other unconsolidated CDOs to which you provided liquidity support.

Asset Acquisition Conduits, page 38

11. Please describe the types of derivative contracts utili zed in conjunction with the
asset acquisition conduits th at you administer on behalf  of your customers.
Consider providing this disclosure in fu ture filings to the extent material.

Management of Consumer Credit Risk Concentrations
Consumer Credit Portfolio – Residential Mortgage, page 46

12. We note your disclosure con cerning your concentrations of  credit risk in certain
states (e.g. California, Florid a) with respect to your c onsumer loan portfolio.  In

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 5
light of the significant dete rioration in the housing mark ets in certain geographical
areas, please consider disclosing the de linquency statistics (e.g. charge-offs,
nonperforming, accruing past due 90 days) re lated to your residential mortgage
and home equity loan portfolios in these st ates in your future filings.  Consider
providing this information in a tabular format similar to Table 13.

Notes to Consolidated Financial Statements
Note 4 – Derivatives, page 104

13. In the table on page 105 we note your disclo sure regarding your exposure to credit
derivatives, and specifically the 103% increase in notional amount of credit
derivatives from $1.5 trillion at Decemb er 31, 2006 to $3.0 trillion at December
31, 2007.  To the extent material and a pplicable, please consider revising your
future filings to address the following types of disclosures regarding your credit derivatives either here or in your MD&A:
a. Quantify the extent to which the posi tions held in your credit derivatives
portfolio represent a purchase of credit  default protection versus a sale of
credit default protection, as well as th e types of instruments used (e.g., total
return swaps, credit default swaps, or other credit derivatives).  Within these
two categories of protection sold and pur chased, please separately quantify the
extent to which the derivative act ivity was for the following purposes:

• Provide default risk protection to  offset credit exposure to your
holdings of the related reference enti ty’s debt in your loan portfolio,
investment portfolio or loan commitments outstanding;
• Create new credit risk positions  for your own trading purposes;
• Create new credit exposures taken fo r the benefit of your clients; and
• Provide an offset to credit exposur e taken for the benefit of clients.

b. Separately quantify the gross realized  gains and losses from your credit
derivative activity.

c. Consider discussing the settlement tri ggers that are typical to the swap
contracts in your credit deriva tives portfolio.  To the extent that the nature of
the triggers varies within your portfolio, discuss that f act accordingly.

d. Discuss the overall strategies you empl oy in your credit derivatives portfolio
as well as any changes in those strate gies during the periods presented.

e. Discuss any trends experienced within the portfolio both in  terms of positions
held and realized gains and losses.  Sp ecifically disclose the reasons for the

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 6
significant increases in th e notional amounts as well as the reasons for the
changes in the credit risk of the derivatives.  Discuss any expected changes to those trends.

f. Discuss the types of counterparties (e.g. broker-dealers, other financial
institutions, non-financial institutions, and insurance and financial guaranty
firms) to your credit derivatives, and consider quantifying the notional amount of credit derivatives by type of count erparty, separated based on whether you
purchased protection from the counter party or sold protection to the
counterparty.

g. Discuss, in general terms, the poten tial impact to you should one of the
counterparties to the credit derivatives  contract experi ence a downgrade in
their credit rating.

Director Compensation, page 11

14. In future filings, please present the value of the equity awards made to directors
based upon the amounts expensed on the aw ards during the fiscal year.  Please
refer to Item 402(k)(iii) and the accompanying instructions.

15. In future filings, please refrain fr om adding columns to the Director
Compensation Table or otherw ise changing the format of the table.  Instead, if
you believe that investors mi ght benefit from more expl anation as to the results
reported in the table, please present the information in the footnotes or in an
accompanying narrative discussion.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 7
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement 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 our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Angela Connell at (202) 551-3426 or John P. Nolan, Accounting
Branch Chief, at (202) 551-3492 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact