SecProbe.io

October 27, 2008

By U.S. Mail and facsimile to: (212) 403-2207

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 October 22, 2008
File No. 333-153771  Bank of America Corporation Form 10-Q for June 30, 2008, filed August 7, 2008 File Number 001-06523

Dear Mr. Mayopoulos:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
October 27, 2008 Page 2
Merrill Lynch’s Executive Officers and Dire ctors have Financial Interests…, page 10

1. We note the 8-K filed by Bank of Amer ica on October 8, 2008 regarding Mr.
Thain’s employment.  With regard to Mr. Thain or other officers you have offered
to retain, please include any compensation arrangements Bank of America has
agreed to in connection with their continued employment.

Legality Opinion, Exhibit 5

2. Revise the final paragraph of the opinion to remove the limitation as to persons
who can rely on the opinion.
 3. Please confirm your intention to refile  this opinion immediately prior to
effectiveness or revise the last sentence of your opinion so that it is valid as of the
date of effectiveness, rath er than the “date hereof.”

Tax Opinions, Exhibits 8.A and 8.B

4. Both Wachtell Lipton and Shearman & Sterli ng provide opinions that opine that
the disclosure in the section titled United States Federal Income Tax
Consequences is “accurate in all material  respects.”  Item 601(b)(8) of Regulation
S-K, requires an opinion regarding the ma terial federal income tax consequences
of the merger, rather than an opinion addressing the accuracy of the disclosure in registration statement.  Please provide opinions of counsel that opine on the
material federal income tax consequences.

Form 10-Q for Quarterly Period Ended June 30, 2008:

Notes to Consolidated Financial Statements
Note 11 – Commitments and Contingencies
Litigation and Regulatory Matters, page 26

5. We note your response to comment 21 of our letter dated October 15, 2008 and
acknowledge previous communications with  the staff in this regard.  We
understand that facts and circumstances in this area (i.e. litigation and
contingencies) are often revisited a nd brought current.  We emphasize however,
in future filings (starting with your September 30, 2008 Form 10-Q) your disclosure should reconcile  to the required disclosu res of SFAS 5, specifically
paragraph 10.  In this regard, you may be required to disclose litigation and loss
contingencies (i.e. range of possible loss,  etc.) even when am ounts are not accrued
because it could not be reasonably estimate d.  Refer to footnote 6 to paragraph 10
of SFAS 5.  As it relates to our curren t review, we will not object to your
disclosure; we may however have comments in future reviews.

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
October 27, 2008 Page 3
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.
  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

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation October 27, 2008 Page 4  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 (2 02)551-3426 or Hugh West, Accounting
Branch Chief, at (202) 551-3872 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact Kathryn McHale at (202) 551-
3464or me at (202) 551-3419 with any other questions.

     S i n c e r e l y ,

 Christian Windsor
Special Counsel
cc: Edward D. Herlihy
Wachtell, Lipton, Rosen & Katz 51 West 52
nd Street
New York, NY 10019

Rosemary T. Berkery Vice Chairman and General Counsel Merrill Lynch & Co., Inc.  4 World Financial Center New York, NY 10080  John J. Madden Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022