SecProbe.io

July 2, 2014

Via E -mail
Bruce R. Thompson
Chief Financial Officer
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, 2013
Filed February 25, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed May 1, 2014
  File No. 001-06523

Dear Thompson :

We have reviewed your filings and  have the following comment .  In our comment , 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  or by advising us when you will provide the requested response .  If you do not
believe our comment  applies  to your fact s and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to this comment , we may have  additional comments.
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Executive Summary, page 4
Capital Management, page 5
1. We note your discl osure that you applied an incorrect adjustment in the determination of
regulatory capital related to the treatment of the fair value option adjustment for
structured notes assumed in the Merrill Lynch & Co. Inc. acquisition in 2009, resulting in
an oversta tement of your historical regulatory capital ratios included in prior SEC filings
and other regulatory reports.   Additionally, on May 27, 2014, you filed an 8 -K disclosing
that a third party was engaged to perform certain procedures related to your 2014 CC AR
resubmission process and controls regarding reporting and calculation of regulatory
capital ratios, focusing on the periods ended   September 30, 2013 and March 31, 2014,

Bruce R. Thompson
Bank of America Corporation
July 2, 2014
Page 2

 and that this review resulted in adjustments to your regulatory capital ratios for the period
ended September 30, 2013.   Lastly, we note that on June 2, 2014, a spokesman for the
company noted that you made an error in calculating the volume data you sent to FINRA
regarding the equity volume transacted on your alternative trading system.   In light of
these errors noted in your SEC and other regulatory reporting, please provide us with the
following additional information:
 Tell us whether the identification of the regulatory capital ratio error and subsequent
adjustments are indicative of the existence of one or more material weaknesses in
internal control over financial reporting (ICFR), and, if so, whether any such material
weaknesses also would have existed as of December 31, 2013;

 To the extent you identified significant deficiencies in your original assessment of
ICFR as of December 31, 2013, tell us the nature of each, including the impacted
component(s) of the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) Internal Control Integrated Framework, and how you e valuated
their severity individually and in the aggregate, including in aggregation with any
deficiencies identified upon discovery of the above regulatory capital ratio errors, if
applicable; and

 Upon discovery of the error related to alternative tradin g system volume in your
regulatory reporting to FINRA, tell us the extent to which there may be common root
causes to the errors in your regulatory capital ratio reporting that are relevant to the
evaluation of the nature and severity of any deficiencies i n ICFR (especially the
control environment, risk assessment, or monitoring components of COSO).
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information 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 adequac y of the disclosures 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 ch anges 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 und er the federal securities laws of the United States.

Bruce R. Thompson
Bank of America Corporation
July 2, 2014
Page 3

 You may contact Lory Empie at (202) 551 -3714 or me at (202) 551 -3512 if you have  any
questions .

Sincerely,

 /s/ Stephanie J. Ciboroski

Senior Assistant Chief Accountant