SecProbe.io

April 23, 2013

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, 2012
  Filed February 28, 2013
  Form 8 -K filed April 17, 2013
  File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your filing s 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 amending your filing, by
providing the requested information  or by advising 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 disclosures.  If you do not believe our
comments apply to your facts and cir cumstances, 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 draft of your proposed disclosures,  we may have
additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Continued mortgage foreclosure delays . . . , page 6

1. Please revise future filings to further describe the increase in the time required to
complete a foreclosure in judicial states.  For example, we note the ex amples provided in
your response to comment 2 in your letter dated May 25, 2012.  Please also revise to
quantify the mortgage -related assessments and waiver costs disclosed in the fifth
paragraph of this risk factor.  We note your disclosure on page 63 tha t you recorded

Brian T. Moyniha n
Bank of America Corporation
April 23, 2013
Page 2

 $867 million of mortgage -related assessments, waivers and similar costs.  Including this
type of information in this discussion will assist investors in understanding the risk.

Failure  to satisfy our obligations as  servicer . . . , page 7

2. Please revise future filings to clarify the portion of residential mortgage loans that you
originated or acquired that were securitized, the portion of these securitized loans that
you service, and the substantial portion of your residential mortgage loan s that you
originate for which you use the MERS system.

3. Additionally, describe the nature of the new and more stringent requirements related to
the default activities imposed by the GSEs.

Our businesses may be affected by uncertainty . . . , page 11

4. Please revise future filings to prominently state in the risk factor discussion that a
voluntary restructuring may not be considered a credit event that would trigger a payment
under a CDS contract.

Capital Composition and Ratios, page 71

5. We note your disclosure of risk -weighted assets as of December 31, 2012 and 2011 and
the summary narrative description of the types of financial instruments driving the
decrease in risk -weighted assets.  However, it is not entirely clear if the decrease be ing
driven by those positions is due to decreases in book size, book quality, model or
methodology updates, etc.  Therefore, in future filings, please consider providing a
rollforward of risk -weighted assets showing the key drivers of the movements in the risk-
weighted assets balance, by type of risk -weighted asset type, if possible.

Risk Mitigation, page 104

6. We note your disclosure on page 105 that the contract/notional amounts of credit
derivatives decreased due to portfolio optimization and increased u tilization of
clearinghouses in relation to certain regulatory initiatives and refinement of risk
mitigation activities.  Additionally, we note from your tables in Note 3 that the notional
value of credit default swaps purchased and written decreased by 20 % and 19%,
respectively, during 2012, but the fair value of gross derivative assets and gross
derivative liabilities decreased by 63% and 64%, respectively.   Please address the
following:

 Tell us and revise your future filings to expand and separately qua ntify the underlying
reasons for the overall decline in the contract/notional amount of credit
derivatives.   Specifically, explain why the increased use of clearinghouses drove a

Brian T. Moyniha n
Bank of America Corporation
April 23, 2013
Page 3

 reduction in the notional amounts of credit derivatives and clarify the chang es made
due to the refinement of risk mitigation activities.

 Tell us the factors driving the substantial reduction in the gross fair value of these
derivative assets and liabilities, relative to the notional value.

Item 8. Financial Statements and Supple mentary Data, page 153

Consolidated Statement of Cash Flows, page 161

7. We note your line items “proceeds from sales of loans and leases” and “other changes in
loans and leases, net” in investing activities.  Please tell us whether these line items
include  the activity in your loans held for sale and trading loans accounts.  If so, tell us
the amount of activity for the last three years included in these line items for loans held
for sale and trading loans and how you considered the guidance in ASC 230 -10-45-21.

Notes to Consolidated Financial Statements, page 162

Note 8 Representations and Warranties Obligations and Corporate Guarantees , page 211

8. We note your disclosure on page 216 that you are not performing loan -level reviews for
46% of your unresolved  mortgage insurance (MI) rescission notices because these notices
are implicated by ongoing litigation.  You later state in the disclosure that 40% of the
remaining open MI rescission notices are also the subject of ongoing litigation, but you
are processi ng them in a manner generally consistent with those notices not affected by
litigation.  Please explain why you would process some MI rescission notices subject to
ongoing litigation and not others.   As part of your response, tell us whether you are
updati ng your accrual for the MI rescissions you are not currently reviewing due to
ongoing litigation based on your findings of any valid claims for the rescissions for the
other MI rescissions you are reviewing.  If not, tell us why.

Form 8 -K filed on April 1 7, 2013

Exhibit 99.1 – The Press Release

Consumer and Business Banking (CBB), page 5

9. We note your disclosure here and on page 22 of the earnings presentation that effective
January 1, 2013 you revised your methodology for allocating capital to the busin ess
segments.  You state that  changes included the update of the terminology to allocated
capita l from economic capital and the consideration of the effect of regulatory capital
requirements in addition to your internal risk -based economic capital models.  Please tell
us in more detail how the effects of regulatory capital requirements are modeled in your

Brian T. Moyniha n
Bank of America Corporation
April 23, 2013
Page 4

 new allocated capital methodology.  Also, discuss how these changes impacted the
allocated capital for each segment.  For example, we note on page 20  of the press release
that the amount of capital allocated to  Global M arkets  and Consumer Real Estate
Services  increased 111% and 92% respectively, between December 31, 2012 and March
31, 2013, but the amount of capital allocated to Consumer & Business Bank ing and
GWIM only increased 18% and 23%, respectively based on the change in methodology.

             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 the informa tion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 discl osures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or chang es to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Lindsay McCord  at (202) 551 -3417 or Stephanie Ciboroski  at
(202) 551 -3512  if you have questions regarding comments on the financial statements and
related matters.  You may contact Aslynn Hogue at (202) 551 -3841 or me at (202) 551 -3675
with any other questions.

Sincerely,

 /s/ Stephanie J. Ciboroski for

 Suzanne Hayes
Assistant Director