SecProbe.io

Mail Stop 4720

May 24, 2016

Via E -mail
Brian T. Moynihan
Chief Executive Officer
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 the Fiscal Year Ended December 31, 2015
Filed February 24, 2016
Definitive Proxy Statement on Schedule 14A
Filed March 17, 2016
File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your filing 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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not be lieve our
comment  applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to th is comment , we may have additional comments.

Definitive Proxy Statement on Schedule 14A

Compensation Discu ssion and Analysis, page 29

Compensation Decisions and Rationale, page 36

1. We note your June 3, 2015 response to comment two in our letter dated May 20, 2015.
To help investors understand how the Compensation and Benefits Committee determined
the total c ompensation package for each named executive officer as disclosed on the
tabular disclosure on page 40, please explain to us and to the extent necessary in future
filings disclose, how the evaluation of each of the operating principles, as tracked through
the scorecard system translated into a compensation determination.  You state on page 36

Brian T. Moynihan
Bank of America Corporation
May 24, 2016
Page 2

 that the scoreca rd includes metrics “tailored for  each named executive officer.”  This
disclosure, together with your page 34 disclosure indicating that you pay for performance
and “allocate individual awards based on actual results and how results were achieved ”
[emphasis added], suggest that the Compen sation and Benefits Committee evaluates
performance based upon objective, quantifiable criteria.  However, we note that you do
not disclose how each of the named executive’s scorecard was rated based on the level of
achievement of the respective metrics ap plicable to a named executive officer, and how
this level of achievement translated into a compensation decision.  For example, you
provide no narrative with regard to Mr. Montag’s compensation being considerably
higher than the compensation of the other n amed executive officer s, with the exception of
the CEO.  Alternatively, to the extent that the Compensation and Benefits Committee’s
compensation determinations were discretionary, please disclose this fact in your future
filings.

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 information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and i ts management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy 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 changes 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 David Lin , Staff Attorney,  at (202) 551 -3552 or me at (202) 551 -3369
with any questions.

Sincerely,

  /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: John M. James
Randy Shearer

Brian T. Moynihan
Bank of America Corporation
May 24, 2016
Page 3