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CORRESP
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CORRESP

PRIVILEGED AND CONFIDENTIAL

Wachtell, Lipton, Rosen & Katz 51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212)
403 — 1000 FACSIMILE: (212) 403 — 2000 GEORGE A. KATZ (1965-1989) JAMES H. FOGELSON
(1967-1991) OF COUNSEL WILLIAM T. ALLEN LEONARD M. ROSEN PETER C. CANELLOS MICHAEL W.
SCHWARTZ THEODORE GEWERTZ ELLIOTT V. STEIN THEODORE A. LEVINE J. BRYAN
WHITWORTH ALLAN A. MARTIN AMY R. WOLF COUNSEL MICHELE J. ALEXANDER ELAINE P.
GOLIN LOUIS J. BARASH PAULA N. GORDON DIANNA CHEN NANCY B. GREENBAUM ANDREW J.H. CHEUNG
MAURA R. GROSSMAN DAMIAN G. DIDDEN IAN L. LEVIN PAMELA EHRENKRANZ HOLLY M.
STRUTT MARTIN LIPTON DAVID M. SILK HERBERT M. WACHTELL ROBIN PANOVKA BERNARD W. NUSSBAUM
DAVID A. KATZ RICHARD D. KATCHER ILENE KNABLE GOTTS LAWRENCE B. PEDOWITZ DAVID M. MURPHY
ROBERT B. MAZUR JEFFREY M. WINTNER PAUL VIZCARRONDO, JR. TREVOR S. NORWITZ PETER C. HEIN BEN
M. GERMANA HAROLD S. NOVIKOFF ANDREW J. NUSSBAUM DAVID M. EINHORN RACHELLE SILVERBERG KENNETH
B. FORREST DAVID C. BRYAN MEYER G. KOPLOW STEVEN A. COHEN THEODORE N. MIRVIS GAVIN D. SOLOTAR
EDWARD D. HERLIHY DEBORAH L. PAUL DANIEL A. NEFF DAVID C. KARP ERIC M. ROTH RICHARD K. KIM
WARREN R. STERN JOSHUA R. CAMMAKER ANDREW R. BROWNSTEIN MARK GORDON MICHAEL H. BYOWITZ JOSEPH
D. LARSON PAUL K. ROWE LAWRENCE S. MAKOW MARC WOLINSKY JEANNEMARIE O’BRIEN DAVID GRUENSTEIN
WAYNE M. CARLIN PATRICIA A. VLAHAKIS JAMES COLE, JR. STEPHEN G. GELLMAN STEPHEN R. DiPRIMA
STEVEN A. ROSENBLUM NICHOLAS G. DEMMO PAMELA S. SEYMON IGOR KIRMAN STEPHANIE J. SELIGMAN
JONATHAN M. MOSES ERIC S. ROBINSON T. EIKO STANGE JOHN F. SAVARESE DAVID A. SCHWARTZ SCOTT K.
CHARLES JOHN F. LYNCH ANDREW C. HOUSTON WILLIAM SAVITT PHILIP MINDLIN ERIC M. ROSOF DAVID
S. NEILL MARTIN J.E. ARMS JODI J. SCHWARTZ GREGORY E. OSTLING ADAM O. EMMERICH DAVID B. ANDERS
CRAIG M. WASSERMAN ADAM J. SHAPIRO GEORGE T. CONWAY III NELSON O. FITTS RALPH M. LEVENE
JEREMY L. GOLDSTEIN RICHARD G. MASON JOSHUA M. HOLMES DOUGLAS K. MAYER DAVID E. SHAPIRO
MICHAEL J. SEGAL J. AUSTIN LYONS SCOTT W. GOLENBOCK LORI S. SHERMAN ROBERT J. JACKSON, JR.
JEFFREY C. FOURMAUX CAITH KUSHNER ANTE VUCIC WILLIAM J. MARTIN IAN BOCZKO GRAHAM W. MELI
LAURYN P. GOULDIN JOSHUA M. MILLER MATTHEW M. GUEST JASAND MOCK DAVID E. KAHAN OPHIR NAVE
MARK A. KOENIG GREGORY E. PESSIN DAVID K. LAM CARRIE M. REILLY MICHAEL S. WINOGRAD ERIC
ROSENSTOCK KATHRYN GETTLES-ATWA ANGOLA RUSSELL BENJAMIN M. ROTH JEFFREY UNGER DAVID M.
ADLERSTEIN MARK F. VEBLEN SHIRI BEN-YISHAI CARMEN WOO JOSHUA A. FELTMAN ANDREW M. WOOLF
STEPHEN M. FRANCIS STELLA AMAR JONATHAN H. GORDON ADRIAN L. BELL EMIL A. KLEINHAUS BENJAMIN R.
CARALE ADIR G. WALDMAN DONALD P. CASEY AREF H. AMANAT DOUGLAS R. CHARTIER B. UMUT ERGUN LAUREN COOPER EVAN
K. FARBER RODMAN K. FORTER VICTOR GOLDFELD JEFFREY D. HOSCHANDER MICHAEL KRASNOVSKY VINCENT G.
KALAFAT SARAH A. LEWIS JENNIFER R. KAMINSKY GARRETT B. MORITZ LAUREN M. KOFKE JOSHUA A.
NAFTALIS JONATHON R. La CHAPELLE MEREDITH L. TURNER EDWARD J. LEE YELENA ZAMACONA SABASTIAN V.
NILES KARESSA L. CAIN BRANDON C. PRICE WILLIAM EDWARDS MICHAEL SABBAH JAMES R. GILMARTIN JOEY
SHABOT ADAM M. GOGOLAK JUSTIN T. SEVIER JONATHAN GOLDIN S. CHRISTOPHER SZCZERBAN CATHERINE
HARDEE SHLOMIT WAGMAN DANIEL E. HEMLI C. LEE WILSON CARRIE Z. MICHAELIS RACHEL A. WILSON
GORDON S. MOOD IE ALISON M. ZIESKE MICHAEL ROSENBLAT MICHAEL S. BENN LINDSAY R. SELLERS
CHRISTINA O. BRODERICK DONGJU SONG JAMES D. CUNEO AMANDA L. STRAUB MARTIN A. KURZWEIL BRADLEY
R. WILSON SHAUN J. MATHEW NATHANIEL L. ASKER JASON S. OH FRANCO CASTELLI JUSTIN S. ROSENBERG
DAVID B. FEIRSTEIN JANE VANLARE ROSS A. FIELDSTON KEOLA R. WHITTAKER DAVID FISCHMAN AUSTIN T.
WITT JESSE E. GARY

October 22, 2008

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Christian Windsor

Kathryn McHale

Angela Connell

Hugh West

                        Re:

    Bank of America Corporation

Registration Statement on Form S-4

Filed October 1, 2008

File No. 333-153771

Bank of America Corporation

Form 10-K for December 31, 2007, filed February 28, 2008

Schedule 14A filed March 19, 2008

Form 10-Q for June 30, 2008, filed August 7, 2008

File Number 001-06523

     Ladies and Gentlemen:

     On behalf of Bank of America Corporation (“Bank of America”), we hereby submit the responses
of Bank of America and Merrill Lynch & Co., Inc. (“Merrill Lynch”) to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter
from the Division of Corporation Finance dated October 15, 2008, with respect to the
above-referenced filings.

     This letter and Bank of America’s Amendment No. 1 (the “Amendment”) to the Registration
Statement on Form S-4 (File No. 333-153771) are being filed with the Commission electronically via
the EDGAR system today. In addition to the EDGAR filing, we are delivering

PRIVILEGED AND CONFIDENTIAL

Securities and Exchange Commission

October 22, 2008

Page 2

a hard copy of this letter, along with a courtesy copy of the Amendment marked to indicate
changes from the version filed on October 1, 2008.

     For the convenience of the Staff, each of the Staff’s comments is reproduced below and is
followed by the corresponding response of Bank of America or Merrill Lynch, as applicable. All
references to page numbers in these responses are to the pages in the marked version of the
Amendment.

General

    1.

    Please file all exhibits, including drafts of your legality and tax
opinion, with your next amendment; providing them as soon as practicable will
permit for an expedited review of the materials.

    Response:

    Pursuant to the Staff’s comment, we have filed with the Amendment all exhibits,
including the legality and tax opinions, that were not previously filed.

    2.

    Please provide any presentation, memo, report or other material
provided to the board of Merrill Lynch or Bank of America by their respective
financial advisors with regard to the valuation or fairness of the transaction
other than the opinion included in your registration statement.

    Response:

    Each of Bank of America and Merrill Lynch are providing a supplemental response to
the Staff under separate cover requesting confidential treatment pursuant to the
provisions of 17 C.F.R. § 200.83.

    3.

    Please advise the staff regarding any projections, analysis or other
material non-public information provided by Bank of America to Merrill Lynch or its
financial advisor. Similarly, tell us about any projections or other material
non-public information provided by Merrill Lynch to Bank of America or its
financial advisors.

    Response:

    Although Merrill Lynch undertook the due diligence investigation discussed in
“Background of the Merger” and “Merrill Lynch’s Reasons for the Merger; Recommendation of the Merrill Lynch
Board of Directors” in connection with entering into the merger agreement, and its financial advisors undertook
the review discussed in “Opinion of Merrill Lynch’s Financial Advisor” in connection with delivering its
fairness opinion, Bank of America did not provide any projections, analysis or other material non-public
information to Merrill Lynch or its financial advisor that has not been appropriately disclosed in the

PRIVILEGED AND CONFIDENTIAL

Securities and Exchange Commission

October 22, 2008

Page 3

    registration statement.  Although Bank of America undertook the due diligence investigation discussed
in “Background of the Merger” and “Bank of America’s Reasons for the Merger; Recommendation of the Bank of
America Board of Directors” in connection with entering into the merger agreement, and its financial advisors
undertook the review discussed in “Opinion of Merrill Lynch’s Financial Advisor” in connection with delivering
its fairness opinion, Merrill Lynch did not provide any projections, analysis or other material non-public
information to Bank of America or its financial advisors that has not been appropriately disclosed in the
registration statement.  In particular, no earnings estimates were provided by either party, other than Merrill
Lynch’s management’s estimates for the quarter ended September 26, 2008; Merrill Lynch subsequently publicly
disclosed its third quarter results.

    4.

    Since market conditions have changed and significant actions by the
government have markedly affected your operating environment and your capital
position, please consider revising your disclosure to discuss recent developments
and their effect upon the companies and the merger. In particular, we note your
third quarter earnings announcement, your ARS liability, the creation of the TARP
and the direct investment in Bank of America by the United States Government.

    Response:

    Pursuant to the Staff’s comment, we have added a Recent
Developments section starting
on page 35 of the Amendment.

Cover page

    5.

    Please indicate the amount of securities to be offered in accordance with Item
501(b)(2) of Regulation S-K.

    Response:

    Pursuant to the Staff’s comment, we have revised the disclosure on the cover page of
the Amendment.

Stock Option Agreement, page 7

    6.

    Please briefly disclose under what circumstances Bank of America can exercise
its option to purchase Merrill shares.

    Response:

    Pursuant to the Staff’s comment, we have revised the disclosure on page 7 of the
Amendment.

Securities and Exchange Commission

October 22, 2008

Page 4

Merrill Lynch’s Executive Officers and Directors Have Financial Interests . . ., page 9

    7.

    Revise this section to quantify the benefits to directors and senior officers
of Merrill Lynch.

    Response:

    Pursuant to the Staff’s comment, we have revised the disclosure on pages 9 and 10 of
the Amendment.

Unaudited Pro Forma Condensed Combined Financial Statements, page 34

Note 3 – Preliminary Purchase Accounting Allocation, page 40

    8.

    We note adjustment A (page 41) relates to estimated costs of terminating
certain Merrill Lynch credit derivatives. Please address the following:

    •

    Revise to clarify whether this adjustment relates to the agreement reached
by Merrill Lynch (Merrill) and XL Capital Assurance to terminate all of their
CDO-related hedges for a cash payment of $500 million; as discussed on page 69
(Note 18 – Subsequent Events) of Merrill’s Form 10-Q for the quarterly period
ended June 27, 2008 filed August 5, 2008. If so, please disclose the terms of
this settlement.

    •

    Revise to clarify whether this adjustment also includes expected settlements
on certain contracts with other monoline counterparties for which Merrill is in
the process of negotiating settlements. If so, explain how you determined the
expected settlement amounts, and explain how you determined such amounts were
an appropriate indicator of fair value.

    •

    Revise to disclose the methods and significant assumptions used to determine
the fair value of these credit derivatives.

    •

    Tell us how you determined that the termination of these derivative
instruments was directly attributable to the transaction and therefore an
appropriate pro forma adjustment. Refer to Article 11-02(b)(6) of Regulation
S-X.

    Response:

    •

    As discussed in Note 1 on page 41, the pro forma accounting, including the
determination of goodwill does not consider the results of operations,
including certain transactions that have occurred subsequent to June 27,
2008. Accordingly, as it relates to adjustment A, neither the agreement
reached with XL Capital, nor the expected settlements with monoline

Securities and Exchange Commission

October 22, 2008

Page 5

    counterparties disclosed in Note 18 of Merrill Lynch’s 10-Q are included in
the pro forma adjustment. We believe that our disclosure in Note 1 on page
41 is sufficient and therefore, no additional language will be included in
the description of adjustment A as it relates to the Staff’s first two
bullet points.

    •

    When evaluating Merrill Lynch’s credit derivatives, we considered overall
exposure when combined with Bank of America. In that regard, where we
determined that we had redundant positions or where combined counterparty or
industry concentrations exceeded desired levels, we have estimated the breakage
costs of terminating the Merrill Lynch credit derivatives. In this regard, we
view these costs consistent with the guidance in EITF 95-3 and accordingly
believe these costs are directly attributable to the transaction and an
appropriate pro forma adjustment.

    We will revise adjustment A on page 44 as follows:

    Preliminary adjustments, primarily to record estimated breakage costs of
terminating certain Merrill Lynch credit derivatives for which the positions are
redundant to or where the levels exceed desired counterparty or industry
concentrations for the combined company. The entire amount has been recorded
is shown as an adjustment to derivative assets pending a detailed position
by position review. The adjustments reflected herein are based on current
assumptions and valuations which are subject to change.

    9.

    We note adjustment B (page 42) resulted in an immaterial net impact to your
purchase price allocation because certain investments were marked up to fair value
while certain other investments were marked down to fair value. In an effort to
provide more meaningful information to investors and to provide greater transparency,
please revise to disaggregate information regarding the adjustments that were made to
record your investments – by individual investment or class – to their estimated fair
values (tabular presentation may be useful here). Also, disclose the methods and
significant assumptions used to determine the fair value of these investments.

    Response:

    In determining the fair value of equity method investments, to the extent that the
investments are publicly traded we used that information in estimating fair value.
For the other investments, these are primarily residential mortgage backed
securities and other investments that due to current market conditions may not be
traded in an active market or where broker quotes are not available. Accordingly,
after consideration of market events subsequent to June 30, 2008, we estimated fair
value based upon discounted cash flows for these illiquid investments.

Securities and Exchange Commission

October 22, 2008

Page 6

    We will revise adjustment B on page 45 as follows:

    Preliminary adjustments, primarily to record equity method and other investments at
their estimated fair values. Certain of these adjustments were increases,
totaling approximately $3 billion primarily related to publicly traded equity method
investments resulted in an increase in fair value based on quoted prices. and
certain of these adjustments were decreases in fair value, Other adjustments,
totaling approximately $3.0 billion related to the write down in fair value of
residential mortgage-backed securities and other investments that due to current
market conditions may not be traded in active markets. resulting in an
immaterial net impact. For these illiquid investments, after consideration of
market events subsequent to June 30, 2008, fair value was estimated based upon
discounted cash flows. The adjustments reflected herein are based on current
assumptions and valuations which are subject to change.

    10.

    As a related matter, please revise to disaggregate information regarding the
adjustments that were made to record core deposit, customer and trade name intangibles
(adjustment E, page 42) and prepaids, deferred costs, pension and other postretirement
benefits and other miscellaneous assets (adjustment F, page 42) at their estimated fair
values. Discuss the methods and significant assumptions used to determine such fair
values.

    Response:

    •

    We have considered your com