SecProbe.io

December 2, 2011
 Via E-Mail

Brian T. Moynihan  Chief Executive Officer and President  Bank of America Corporation  100 North Tryon Street  Charlotte, North Carolina 28255

Re: Bank of America Corporation Form 10-K for the Fiscal Year Ended December 31, 2010  Filed February 25, 2011  Form 10-Q for the Quarterly Period ended March 31, 2011 Filed May 5, 2011 Form 10-Q for the Quarterly Period June 30, 2011 Filed August 4, 2011 Form 10-Q for the Quarterly P eriod ended September 30, 2011
Filed November 3, 2011 File No. 1-06523
Dear Mr. Moynihan:

We have reviewed your letter dated Augus t 19, 2011 responding to our comment letter
dated August 2, 2011 and have the following comments.   In some of our comments, we may ask
you to provide us with information so we may better understa nd 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.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

 Brian T. Moynihan Bank of America Corporation December 2, 2011 Page 2
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Risk Factors, page 8

 Item 1A.  Risk Factors

 Adverse changes to our credit ratings form the ma jor credit rating agencies could have a material
adverse effect on our liquidity, cash flows, competitive position…, page 8
 1. We note your response to comment one in our  letter dated August 2, 2011 as well as the
statements in your Form 10-Q for the period ended September 30, 2011.  In future filings
please disclose the additional collateral and term ination payments that you may be required
to post as a result of a one and two notch downgrade in your credit  rating.  We note that this
information is included in note 4 to the financial statements and continue to believe that this
information should be included in the risk factor  discussion as it will as sist an investor in
understanding the risk and pot ential consequences.
 Exhibits

2. We note your response to comment three from our letter dated August 2, 2011.  We disagree
with your position that these agreements were ente red into in the ordinary course of business.
While bulk settlements occurred in prior years,  such settlements of this magnitude do not
ordinarily accompany your busines s and therefore are not entered in to in the ordinary course.
Please file the agreements pursuant to  Item 601(b)(10) of Regulation S-K.
 Form 10-Q for the Quarterly Period Ended September 30, 2011

 Counterparty Credit Risk Valuation Adjustments

 Non-U.S. Portfolio, page 115

 3. We refer to Table 58 on page 118 which prov ides information about your exposure to
selected European countries.  We note that footno te six to your table indi cates that the credit
default protection column represents the net notional credit default pr otection purchased to
hedge derivative assets.  We are unclear as to why you would only disclose the net notional
amount of these instruments as opposed to the fair  values given that the derivative assets that
they are hedging are presented at fair value in your  table.  Please revise your future filings to
also disclose the fair values  of the net credit default pr otection purchased. Additionally,
please disclose the fact that losses could st ill result in your positions even if there is
purchased credit protection because the purchased  credit protection contracts only pay out
under certain scenarios and t hus not all losses may be c overed by the credit protection.

 Brian T. Moynihan Bank of America Corporation December 2, 2011 Page 3
 Notes to the Financial Statements

 Note 9 - Representations and Warranties Obli gations and Corporate Guarantees, page 198

 Rescission Notices, page 202

 4. We note your response to comment nine of our letter dated August 2, 2011 as well as your
disclosure on page 202 regarding FNMA’s new policy related to mortgage insurance
rescissions.  Given the potent ial impact that this policy could have on your pipeline of
repurchase claims and your repres entations and warrantie s liability, please revise your future
filings to provide some level of quantitative disclosure rega rding your mortgage insurance
rescissions, including number and amount of unresolved mortgage  rescissions notices as well
as the manner in which mortgage rescission no tices have been resolved (e.g., acceptance,
reinstatement of coverage, settlement, etc.).  Th is disclosure can be in a format similar to
what you provided in your response to prior co mment 28(g) of our letter dated June 6, 2011.

You may contact Angela Conne ll at (202) 551-3426 or Stepha nie 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 /  S u z a n n e  H a y e s         S u z a n n e  H a y e s         A s s i s t a n t  D i r e c t o r