SecProbe.io

July 30, 2010

Brian T. Moynihan
Chief Executive Officer, President and Director
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

RE: Bank of America Corporation
Form 10 -K for Fiscal Year Ended December 31, 200 9
Filed February 26, 2010
Form 10 -Q for Quarterly Period Ended March 31, 2010
Filed May 7, 2010
File No. 001-6523

Dear Mr. Moynihan :

We have reviewed your response letter  dated June 7 , 2010  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested response.   If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell
us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosures, we may have  additional comments.

Form 10 -Q for Quarterly Per iod Ended March 31, 2010

Notes to Consolidated Financial Statements

Note 6 – Outstanding Loans and Leases, page 27

1. We note your disclosure that you have mitigated a portion of your credit risk on your
residential mortgage portfolio through the use of sy nthetic securitizations which are cash
collateralized and provide mezzanine risk protection on certain loan pools.  Please tell us
and revise your future filings to provide a more comprehensive description of these
synthetic securitizations, including how the transactions are structured and the

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 2

involvement of any off -balance sheet vehicles.  Clarify how these synthetic
securitizations impact your determination of the allowance for loan losses on the related
loans.

Note 8 – Securitizations and Other Variab le Interest Entities, page 30

2. We note your response to prior comment 1 3 to our letter dated May 3, 2010  and the
related  disclosures on page 34  of your March 31, 2010 Form 10 -Q; however, it does not
appear that you have addressed our comment in its entiret y.  Accordingly, as previously
requested, to the extent that it is at least reasonably possible that an exposure to loss
exists in excess of amounts accrued related to representations and warranties, please
revise your future filings to disclose an estimat e of the possible loss or range of loss or
provide explicit disclosure that you are unable to make such an estimate .

3. In regards to your representations and warranties exposure, please tell us and revise your
future filings to address the following:

 Disclose whether there is a particular time period that you have to respond to the
repurchase request, and if so, what occurs if you do not respond timely;

 Disclose the level of  unresolved  claims existing at the balance sheet dates by claimant
(GSE, monoline insurer, mortgage insurer, other) and loan type (prime, subprime,
Alt-A, etc.).  If amounts have grown over the periods for any claimant or specific loan
type, address any qualitative factors that are considered in your methodology to
account for this fact;

 Disclose, by claimant and loan type, the unpaid principal balance related to investor
demands that were resolved either by repurchasing the loan or reimbursing the
investor for losses during the periods, and the fair value of the loans subject to these
claims;

 Disclose which particular representation and warranty provisions are resulting in the
most repurchases/reimbursements.  As part of your revised disclosure, address any
trends in terms of the losses associated with the various types of def ects;

 Whether as part of your estimation of your accrued liability you are only considering
currently impaired loans that have been sold or all loans sold, including currently
performing loans.  If the former, tell us how you are satisfied that all incurr ed losses
have been appropriately accrued for;

 The extent to which your review process for the claims received is a loan by loan
analysis, or some sort of higher level analysis to reject or accept the claims;

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 3

 Whether you have any recourse back to any bro ker or mortgage company who sold
you a loan which was supposed to be underwritten according to your underwriting
standards.  If so, tell us what actions you have taken with respect to this;

 Whether the claims resulting are arising in greater part due to l oans sourced from
brokers or other mortgage companies and explain how this is factored into the
estimation of your accrued liability; and

 Address any trends or differences in your exposure to repurchase requests relative to
others in your industry .

First-Lien Mortgage -related Securitizations , page 32

4. We note from your disclosure in the second paragraph that a liability has not been
established related to repurchase requests where a valid defect has not been identified and
other unasserted requests to repurchase loans from the securitization trusts in which
monoline financial guarantors have insured all or some of the related bonds.  It appears
your process for estimating the liability for representations and warranties related to
monoline financial gua rantors is significantly different from how the liability is estimated
for FNMA, FHLMC and other third party buyers.  Please revise your future filings to
confirm this observation and to provide more disclosure around why estimating the
probable loss assoc iated with monoline representations and warranties claims is
inherently more difficult than those from other counterparties.

5. As a related matter, we note your disclosure that the unpaid principal balance of loans
related to unresolved repurchase request s from monoline guarantors was $3.0 billion as
of March 31, 2010 and that this amount represents the maximum amount of potential loss
in the unlikely event that you would be required to repurchase all of these loans assuming
the underlying collateral has n o value.  We note however, that your maximum exposure
would also include repurchase requests that have not yet been asserted.  In an effort to
provide greater granularity and to allow an investor better insight to your maximum
exposure related to represent ations and warranties with monoline financial guarantors,
please consider providing  the following (preferably in tabular format, disaggregated by
loan type and vintage):

 Total loans insured by monolines subject to representations and warranties;

 Amount and percentage of claims where the guarantor has notified you of a
representation and warranty breach (or defect);

 Amount and percentage of loans you purchased back as a result of representation and
warranty claims;

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 4

 Amount and percentage of claims that  were rejected because there was no
representation and warranty breach or the c laim was not properly filed;

 Amount and percentage of claims that have been made where a conclusion is pending
(e.g. due to insufficient information or the nature of internal review) ; and

 Disaggregate, if possible, any other significant concentrations  such as , exposures
related to the legacy corporation or exposures related to loans acquired through
business combinations , etc.

Note 11 – Commitments and Contingencies, page  48

Litigation and Regulatory Matters, page 52

6. We note your response to prior comment 1 4 to our letter dated May 3, 2010  and your
enhanced litigation -related disclosures on page 52  of your March 31, 2010 Form 10 -Q.  It
appears your threshold for disclosu re is whether you can estimate “with confidence” what
the eventual outcome of the pending matters will be.  We do not believe that this criteria
is consistent with the guidance in ASC 450.  We also note that for the vast majority of
litigation matters disc ussed you have not provided any discussion of the possible loss or
range of possible losses, which appears unusual given the different stages of each of the
litigation matters discussed below.  Please either provide a range of loss, which may be
aggregated  for all of the litigation matters for which you are able to estimate the amount
of the loss or range of possible loss, or provide explicit disclosure for each of the
litigation matters that you are unable to estimate the loss or range of possible loss and  the
reasons why you are unable to provide an estimate.  Furthermore, if you cannot estimate
the possible loss or range of possible losses, please consider providing additional
disclosure that could allow a reader to evaluate the potential magnitude of the  claim.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Regulatory Initiatives, page 118

7. We note you recognized $813 million of net charge -offs during the first quarter of 2010
due to newly issued regulatory guidance which required you to charge -off certain
modified consumer real estate loans that were considered collateral -dependent .  Please
address the following

 The newly issued guidance indicates tha t loans should be considered collateral -
dependent if they lack evidence of sustained repayment capacity. Tell us whether you
considered the charged -off loans collateral -dependent at the date of modification or
subsequent to modification. Also, tell us if y ou considered these loans collateral -
dependent prior to the issuance of the new guidance. If you considered the loans
collateral -dependent at the date of modification, tell us how the loans qualified for
modification  given your determination that they lack ed sustained repayment capacity;

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 5

 Tell us and disclose how you determine that a loan lacks evidence o f sustained
repayment capacity; and

 Tell us how the modification affected the accrual status for these loans. In this regard,
tell us whether any of the modified loans were accruing income at the date of charge -
off.  If so, tell us how you determined that accrual of income was appropriate
considering the loans lacked evidence o f sustained repayment capacity.

8. As a related matter , please revise your disclosure in future filings to provide a discussion
and quantification of the amount and types of residential mortgage loans that are
considered collateral -dependent at the time of modification.  Describe the types of
modifications be ing made on these loans and the success rates of the modifications.
Disclose how this new regulatory guidance has impacted your related loan policies
(impairment measurements, charge -offs, accrual status, etc.).

You may contact Angela Connell, Staff A ccountant, at (202) 551 -3426 or me at (202)
551-3872 if you have any questions regarding the above comments.

      Sincerely,

      Hugh West
      Accounting Branch Chief