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Bank of America Corporation

April
30, 2008

Mail Stop 4561

By U.S. Mail and facsimile to: (202) 772-9208

Christian Windsor

Mail Stop 4561

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Bank of America Corporation

    Amendment No. 1 to Registration Statement on Form S-4

    Filed March 27, 2008

    File No. 333-149204

    Bank of America Corporation

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

    Schedule 14A filed March 19, 2008

    File Number 001-06523

Dear Mr. Windsor:

     Set forth below are the responses of Bank of America Corporation and Countrywide Financial
Corporation to the comments of the Staff of the Division of Corporation Finance, which were set
forth in your letter dated April 11, 2008 (the “April 11 Letter”) regarding Amendment No. 1 to Bank
of America’s Registration Statement on Form S-4 (“Amendment No. 1”), Bank of America’s Form 10-K
for December 31, 2007, and Bank of America’s Schedule 14A. The responses to the Staff’s comments
are provided in the order in which the comments were set out in the April 11 Letter and are
numbered correspondingly. The Staff’s comments, indicated by bold, are followed by responses on
behalf of Bank of America and Countrywide.

Amendment No. 1 to Bank of America’s Registration Statement on Form S-4:

     Note: In this section of this response letter, references to page numbers and section headings
refer to page numbers and section headings in Amendment No. 2 to Bank of America’s Registration on
Form S-4 (“Amendment No. 2”), as filed concurrently
with this letter and dated April 30, 2008,
via EDGAR submission. Such amendment reflects the responses to the Staff’s comments contained
herein and other changes and updates deemed necessary or appropriate. We

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 2

have also provided, on a supplemental basis, a blackline of the Form S-4 marked against Amendment
No. 1 to facilitate the Staff’s review.

          Capitalized terms used in this section without definition have the meanings specified in
Amendment No. 2.

General Comments on the Registration Statement

    1.

    In your response to prior comment 3, you indicated that Bank of America does not believe that
the decision as to how the outstanding obligations of Countrywide will be backed by Bank of
America is material to a voting or investment decision by the shareholders of Countrywide.
The staff is not able to agree with this analysis, as it appears that the decision to
guarantee or assume the outstanding debt of Countrywide would materially affect the financial
health of Bank of America and therefore could be material to a voting decision in which the
result of the transaction would be the exchange of Countrywide shares for shares of Bank of
America. Therefore, please provide the information requested by prior comment 3, or provide
analysis as to how the decision to assume or guarantee the debt of Countrywide is not material
to Bank of America or its shareholders.

    In response to the Staff’s comment, we have provided additional disclosure on page 58.

Risk Factors, page 18

    2.

    We note your response to our former comment 6; please consider adding disclosure relating to
the current FBI investigation into securities fraud at Countrywide (as first reported in the
Wall Street Journal on March 8, 2008) and any foreseeable impact it may have on the merger.

    The Department of Justice has stated that it cannot confirm or deny whether it is conducting
an investigation, and, therefore, Countrywide cannot confirm the accuracy of news accounts
about an FBI investigation. Countrywide supplementally advises the Staff that it has no
reason to anticipate that the news reports or any underlying facts or circumstances would
have any impact on the merger.

Countrywide’s Reasons for the Merger: Recommendation of the Countrywide Board of Directors, page 27

    3.

    Revise this section to specifically note that some of the analysis performed by Countrywide’s
financial advisors did not support the overall fairness determination and state whether the
board considered this factor in arriving at its recommendation.

    In response to the Staff’s comment, we have revised the disclosure on page 29.

Opinions of Countrywide’s Financial Advisors, page 32

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 3

    4.

    The disclosure added in response to prior comment 14 does not clearly indicate that the
amounts disclosed represent all compensation paid to the financial advisors or merely the fees
paid for the described services. Please clarify that the amounts represent all compensation
paid to each of the financial service providers, rather than the amounts paid for certain
types of services.

    In response to the Staff’s comment, we have revised the disclosure on page 32.

Exhibit 5: Legality Opinion

    5.

    Please revise the last paragraph of your legality opinion; you can limit your opinion as to
scope but not person.

    In response to the Staff’s comment, we have revised the last paragraph of our legality
opinion.

    6.

    We note that you disclaim your obligation to update your opinion; accordingly, please
represent to staff that you intend to file this opinion immediately prior to effectiveness or
give your opinion as of the date of effectiveness rather than the “date hereof.”

    We hereby confirm that we intend to file the legality opinion immediately prior to
effectiveness of the Form S-4.

Bank of America Form 10-K for Fiscal Year Ended December 31, 2007:

Management’s Discussion and Analysis

Off- and On-Balance Sheet Arrangements

Corporation-Sponsored Multi-Seller Conduits, page 36

    7.

    We note that you administer three multi-seller conduits to which you provide liquidity,
standby letters of credit or similar loss protection commitments. Please tell us and revise
future filings to provide detailed disclosures regarding your obligations under these
liquidity facilities. Consider providing the following in your revised disclosures:

    •

    Whether your obligation is to purchase commercial paper, provide capital commitments
or to purchase assets from the conduits;

    •

    Whether there are triggers associated with your obligations to fund; and

    •

    Whether there are any terms that would limit your obligation to perform.

    We will expand our future filings to provide additional details pertaining to our
commitments to the multi-seller conduits as follows:

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 4

    •

    Our liquidity, standby letters of credit (“SBLC”) and similar loss protection
commitments obligate us to purchase assets from the conduits at the conduits’ cost.
Subsequent realized losses on assets purchased from the unconsolidated conduits
would be reimbursed from the cash received from the sale of capital notes and
equity interests to third party investors. We would absorb losses in excess of
such amounts.

    •

    If a conduit is unable to re-issue commercial paper due to illiquidity in the
commercial paper market or deterioration in the asset portfolio, we are obligated
to provide funding subject to certain limitations, as described below.

    •

    Our obligations to purchase assets under the SBLC and similar loss protection
commitments are subject to a maximum commitment amount, which is typically set at
8% to 10% of the total outstanding commercial paper. Our obligation to purchase
assets under the liquidity agreements, which comprise the remainder of our
exposure, is generally limited to the amount of non-defaulted assets. We are not
obligated to fund under the liquidity, SBLC or similar loss protection commitments
if the conduit is the subject of a voluntary or involuntary bankruptcy proceeding.

Municipal Bond Trusts and Corporate SPEs, page 37

    8.

    We note your disclosure regarding liquidity support provided to other corporate conduits.
It indicates that in the event that you are unable to remarket the conduit’s commercial paper
such that it no longer qualifies as a QSPE, you would consolidate the conduit. Please confirm
that the reason the QSPE status could be invalidated is due to the requirement in paragraph 36
of SFAS 140. Additionally, in light of your obligation to purchase assets from the vehicles
if the assets or insurers are downgraded, please tell us how you concluded that the SPE met
the criteria to qualify as a QSPE.

    We confirm that QSPE status of the other corporate conduits could be invalidated due to the
requirements in paragraph 36 of SFAS 140. As indicated in paragraph 35(a) of SFAS 140, a
QSPE must be “...demonstrably distinct from the transferor.” Paragraph 36 indicates that if
a QSPE is not a guaranteed mortgage securitization it is demonstrably distinct from the
transferor only if it cannot be unilaterally dissolved by the transferor, its affiliates, or
its agents and at least 10 percent of the fair value of its beneficial interests is held by
parties other than the transferor, its affiliates, or its agents. Consequently, if one or
more of our corporate conduits were unable to remarket a sufficient percentage of its
commercial paper to meet this test, that conduit would no longer be a QSPE because it would
no longer be demonstrably distinct from the transferor (i.e., Bank of America Corporation)
and we would consolidate.

    Paragraph 35(d)(1) of SFAS 140 permits a QSPE to sell assets in an automatic response to the
occurrence of an event or circumstance that (a) is specified in the legal documents

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 5

that established the SPE or created the beneficial interests in the transferred assets; (b) is
outside of the control of the transferor, its affiliates, or its agents; and (c) causes, or
is expected to cause, the fair value of those financial assets to decline by a specified
degree below the fair value of those assets when the SPE obtained them.

The other corporate conduits are required to sell an asset in an automatic response to the
occurrence of the downgrade of the asset caused by a downgrade of the issuer or, if
applicable, the insurer of the asset. This requirement meets the criteria in paragraph
35(d)(1) based on the following:

    (a)

    The liquidity agreements were established at the time the conduits were
created.

    (b)

    The sale of an asset is triggered by the downgrade of the issuer or
insurer of that asset or an event of default by the issuer. Such events are
outside of our control.

    (c)

    At the time of transfer into the conduit, each asset is typically rated
AAA based on the rating of the issuer or the insurer, as applicable. If an asset
is downgraded below AA-, the conduit is required to sell the asset. Such a
downgrade from the initial rating will cause the fair value of the asset to
decline.

We also have a conditional call option on the assets in one of the other corporate conduits.
The call can only be exercised if the asset is downgraded from its rating at the time of
transfer into the conduit, but not below a rating of AA-, or if the asset has been placed on
negative credit watch by one of the rating agencies. The call expires if it is not
exercised within 30 days following the occurrence of such an event.

Paragraph 35(d)(3) permits a QSPE to sell assets in response to the transferor’s exercise of
a call that is specified in the legal documents that established the SPE, transferred assets
to the SPE, or created beneficial interests in the transferred assets. Our conditional call
option is specified in the legal documents that created beneficial interests in the
transferred assets, specifically commercial paper, and is therefore permitted in accordance
with paragraph 35(d)(3).

Paragraph 88 states that a conditional call that can be exercised only in response to a
third party’s action that has not yet occurred does not maintain the transferor’s effective
control over the assets and thus does not preclude sale accounting. Our conditional call
option can be exercised only in response to the downgrade or threatened downgrade of an
asset by a third party rating agency, and such events are outside of our control.
Accordingly, the conditional call option does not preclude sale accounting.

Based on the above, we believe that sales of assets from the other corporate conduits comply
with the requirements of SFAS 140 and that these conduits meet the definition of a QSPE in
SFAS 140.

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 6

Collateralized Debt Obligation Vehicles, page 37

    9.

    We note you provided $12.3 billion of liquidity support to CDO vehicles during 2007, of which
$9.1 billion was provided to unconsolidated CDOs. Please tell us how you determined that you
were not the primary beneficiary of these vehicles in light of the liquidity support provided.
Address the following in your response:

    •

    Tell us whether you considered the written put options and other liquidity
agreements to be variable interests at the inception of the CDO transactions, and if
so, how those variable interests impacted the primary beneficiary calculation at
inception and at each reconsideration event;

    Our written put options and other liquidity obligations to unconsolidated CDOs at December
31, 2007 included support of $2.3 billion to a CDO conduit that we administer (the
“Conduit”) and $6.8 billion to third party CDOs (the “Third Party CDO Issuers”).

    As discussed in more detail below in response to the second part of this comment, we
performed a quantitative FIN 46(R) analysis for the Conduit at its inception in 2005. We
concluded that we were not the primary beneficiary. However, given our role as
administrator and liquidity provider, we concluded that we held a significant variable
interest in the Conduit and it would be appropriate to include the Conduit in our FIN 46(R)
disclosures.

    The Conduit holds only super senior CDO tranches, and we consider the purchase of each new
asset by the Conduit to be a reconsideration event. At the time of each reconsideration
event, we reaffirmed our conclusion that we were not the primary beneficiary. However,
during 2007, we did not perform any quantitative tests as no new assets were purchased by
the Conduit.

    Although we exercised our right as administrator to remove certain assets from the Conduit
during the fourth quarter of 2007 due to credit deterioration, we did not consider the
removal of these assets to be a reconsideration event because the actions were taken in
accordance with pre-existing legal arrangements. Finally, we did not consider the purchase
of commercial paper (“CP”) issued by the Conduit during 2007 to be a reconsideration event
because it did not expose us to any new risk or variability, as discussed in more detail
below in response to the third part of this comment. As no reconsideration events occurred
in 2007, we did not perform a reconsideration analysis for the Conduit in 2007.

    As discussed in more detail below, we performed qualitative analyses for each of the Third
Party CDO Issuers and concluded that we were not the primary beneficiary.

    All of our liquidity obligations to Third Party CDO Issuers arose prior to June 30, 2007.
We did not consider these obligations to be significant variable interests at inception of
the transactions based on the following:

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 7

AAA Rating of Super Senior Tranches

Our obligations pertain to super senior tranches, each of which benefited from a level
of subordination exceeding the amount that would have been required for a AAA-rating,
typically by 50%. Given the historically low loss r