SecProbe.io

August 2, 2011
 Via E-mail

Brian T. Moynihan Chief Executive Officer and President Bank of America Corporation 100 North Tryon Street Charlotte, NC 28255
Re: Bank of America Corporation
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 25, 2011
  Form 10-Q for Quarterly Period Ended March 31, 2011   Filed May 5, 2011   File No. 001-06523

Dear Mr. Moynihan:
 We have reviewed July 1, 2011 response lette r to our letter dated June 6, 2011 and have
the following comments.  In some of our co mments, 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 amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  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 any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Form 10-K for Fiscal Year Ended December 31, 2010

 Item 1A.  Risk Factors

 Adverse changes to our credit ratings…, page 8

1. We note your response to prior comment one of  our letter dated June 6, 2011.  Your risk
factor discussion should include  the details necessary for an  investor to understand the

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 2
 risk and potential consequences rather than cross reference various discussions in your
filing.  Please expand future risk factor disc losure to quantify likely losses and additional
collateral requirements given a one  notch and two notch downgrade.
 Mortgage and Housing Mark et-Related Risk, page 9

2. In response to comment three of our lette r dated June 6, 2011 you have stated that you
cannot calculate the maximum funding obliga tion attributable to rapid amortization
because a home equity borrower has the ability to pay down and redraw balances but that undrawn available credit was $639 million at December 31, 2010.  It would appear that
$639 million could be drawn and repaid multiple times and the amounts repaid would be distributed to the holders of the trust certificat es.  Please provide further explanation as to
your belief that risk factor disclosure is not  warranted or provide draft disclosure to be
included in future filings.

3. We note your response to comment four of our letter dated June 6, 2011.  However, we
disagree with your belief that the agreemen ts were made in the ordinary course of
business.  Therefore, we believe they shoul d be filed pursuant to Item 601(b)(10) of
Regulation S-K.

Government measures to regulate the financia l industry, including the Financial Reform Act
either individually, in combination or in the aggregate, could require  us to change certain of our
business practices…, page 14

4. We note your response to comment five of our  letter dated June 6, 2011 and continue to
believe the requested additional disclosure will assist investors in assessing the risk and
potential consequences.  Therefore, our co mment is reissued.  Please expand the risk
factor discussion to discuss the expected effects of the regulatory changes or the
significance of the effected activities to your operations.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Financial Highlights

 Noninterest Income, page 28

5. We note your response to comment seven of our letter dated June 6, 2011 and in
particular your description of  how uncollected fees are a ccounted for as part of card
income and service fees.  Please explain, a nd consider providing an example illustrating,
how the reclassification of unc ollected fees at the time of  charge-off from provision for
loan losses to an appropriate revenue line item impacts the rollforw ard of your allowance
for loan losses.

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 3
 Credit Risk Management

 Consumer Credit Portfoli o – Home Equity, page 75

6. We note your response to comment 10 of our letter dated June 6, 2011 related to your
home equity portfolio.  Pleas e respond to the following:

 Tell us whether you are contac ted by the first-lien holde r to discuss modifications
to their first-lien under HAMP or anothe r modification program, and how, if at
all, this information is incorporat ed into your allowance methodology.

 Tell us whether the first lien holder contacts you prior to fo reclosure.  As part of
your response, please tell us whether your second-lien loan is typically shown as
current and performing when the first lien  holder files a fore closure notice, or
whether your second-lien loan would typi cally already be reserved for based on
your review and consideration of the credit bureau data.

Trading Risk Management, page 100

7. We note your response to comment 15 of our letter dated June 6, 2011 related to your
VaR disclosures and methodology.   Please revi se your future filings to include the
information in your response in future disclo sures.  For example, please disclose the
historical data period your VaR model utili zes and why you chose this period, the effect
that the historical period has on your current VaR numbers and the ramifications if the
market suddenly become more volatile, and the backtesting procedures performed to
validate your model.
 Item 8. Financial Statements and Supplementary Data

 Insurance Income and Insurance Expense, page 151

8. We note your response to comment 21 of our letter dated June 6, 2011 related to your
reinsurance agreements with th e private mortgage insurers.  Please tell us your maximum
potential exposure related to these reinsuran ce agreements and the amount of reserves
you have set aside related to probable lo sses that may be incurred.  We note your
response indicates you are required to deposit the ceded premiums into trust accounts
held by third parties for the benefit of the pr ivate mortgage insurers .  Tell us whether you
have exposure beyond the mortgage premiums that have been placed into the trust
accounts, or that will be placed there, and if  so, how much.  Additionally, we note that
you have commuted six of these reinsura nce agreements during 2010. Please tell us
whether you continue to enter in to these types of arrangements.

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 4
 Note 9 – Representations and Ot her Warranties Obligations and Corporate Guarantees, page 183

9. We note your response to comment 28 of our  letter dated June 6, 2011 related to
mortgage insurance rescissions.  Please respond to the following:

 In future filings, please discuss the fact that the mortgage in surers have been
rescinding insurance coverage, provide in formation about the number of claims
and related status, including the amount unr esolved, and disclose that legitimate
mortgage insurance rescissions constitute  a valid basis for repurchase under your
GSE agreements and certain other li mited securitization transactions.

 Tell us how mortgage insurance rescissions  that you believe are not legitimate are
handled with respect to GSE claims.  Fo r example, your response indicates that
legitimate mortgage insurance rescissions constitute a valid ba sis for repurchase
under your GSE contracts, but given that you feel many mortgage insurance
rescissions are not valid, pleas e discuss whether there is a time period you have to
prove that the mortgage insurance rescission is not legitimate before the GSE can make a repurchase request.

 We note in your response to prior commen t 35 that you are not able to estimate a
range of reasonably possible losses for re purchase requests related to the GSEs
due to potential effects from changes in th e behavior of counterparties.  Please
clarify whether the potential changes in behavior relates to repurchase requests
related to mortgage insurance rescissions.
 Form 10-Q for the Quarterly Period Ended March 31, 2011

 Business Segment Operations

 Segment Description and Basis of Presentation, page 24

10. We note your presentation of return on av erage economic capital for each business
segment.  Please tell us how you conclude d that these measures were not non-GAAP
measures as defined in Item  10(e) of Regulation S-K.

Table 51 – Selected European Countries, page 97

11. We note your disclosure regarding your expos ures with selected European countries,
including Greece, Ireland, Italy, Portugal a nd Spain.  Please respond to the following and
expand your disclosures in future filings to address the following:

 Please confirm that your loans, other fi nancing, securities and other investments
columns are not net of any hedging instruments you may be using to help mitigate

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 5
 your exposure.  Please also confirm that you have not offset the derivative assets
amount by any derivative liabilities that meet the criteria for offsetting.

 Please clarify all of the types of borrowe rs included within the “non-sovereign”
category.  For example, please compare the differences between amounts included
as part of “local country exposure net of local liabilities” with those things
classified as part of “non-sovereign.”

 We note that footnote six to your table indi cates that the credit  default protection
column represents the net notional cred it default protection purchased to hedge
counterparty risk.  Please tell us the gross amount of credit protection purchased
and sold by country.

Note 9 – Representations and Warranties Obli gations and Corporate Guarantees, page 164

12. We note your response to comment 33 of our letter dated June 6, 2011.  Your response
indicates that, as previously  disclosed, you halted foreclosures in October 2010 and that
you had not resumed foreclosures on FHA-insure d loans as of the date of the March 31,
2011 Form 10-Q filing.  You also state in  your response that you halted all claim
submissions to HUD on FHA loans.  Please respond to the following:
 Tell us whether you have resumed foreclos ures on FHA-insured loans, and if not,
please tell us whether you have plan s to resume in the near future.

 Please tell us whether you have found significant deficiencies in your FHA-
insured loan foreclosure process, and if  so, discuss the potential for material
effects to your financ ial statements, if any.

 Tell us whether you have resumed submissions to HUD on FHA loans, and if not,
whether you have an estimate of  when you will be able to do so.

 Tell us whether you have identified signi ficant deficiencies in your process for
submitting and receiving reimbursements under the FHA-insurance program with
HUD.
 Form 8-K filed July 19, 2011

Exhibit 99.3 – Supplemental Package
 Nonperforming Loans, Leases and Foreclosed Properties, page 39

13. We note your disclosure in footnote two th at the balance excludes consumer loans
secured by real estate where repayments ar e insured by the FHA.  We also note your

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 6
 disclosure in footnote four where you quantif y the loan balances for each period that are
excluded from the total nonperforming loan  balance, but you have not separately
quantified the amounts related to the FHA insured loans.  Please revise future filings to
separately quantify each category of amounts excluded from the nonperforming loans line item.
14. We note your discussion of your home equity portfolio charac teristics on the last slide
contained in the exhibit.  Please respond to the following:

 Your disclosure indicates that of your second-lien loans in your non-PCI
portfolio, 43% or $40.4 billion have comb ined loan-to-values (CLTV) greater
than 100% but that doesn’t necessarily mean 100% severity in the event of
default.  Please tell us the loss severity  typically experienced  on your second-lien
loans.
 We note your disclosure that for 94% of the second-lien loans with CLTVs
greater than 100%, the customer is current.   Given that a potential risk is that the
first-lien is in default or  delinquent but the borrower is still making payments on
the second-lien to keep the source of financing available to them during the
current period, please also disclose or discus s the percentage of the first-lien loans
that are current for the loans where you hold the second-lien and the CLTV is
greater than 100%.

You may contact Staci Shannon at (202) 551-337 4 or Stephanie Hunsaker at (201) 551-
3512 if you have questions regarding comments on th e financial statements and related matters.
Please contact Michael Seaman at (202) 551-336 6 or me at (202) 551-3675 with any other
questions.
Sincerely,
   /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director