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Bank of America Corporation

May 21, 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. 2 to Registration Statement on Form S-4

Filed April 30, 2008

File Number 333-149204

    Bank of America Corporation

Form 10-K for December 31, 2007, filed February 28, 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 May 9, 2008 (the “May 9 Letter”) regarding Bank of America’s Form 10-K
for December 31, 2007 and Amendment No. 2 to Bank of America’s Registration Statement on Form S-4
(“Amendment No. 2”). The responses to the Staff’s comments are provided in the order in which the
comments were set out in the May 9 Letter and are numbered correspondingly. The Staff’s comments,
indicated by bold, are followed by responses on behalf of Bank of America and Countrywide.
References herein to “we” or “our” are to Bank of America Corporation and its subsidiaries.

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

Management’s Discussion and Analysis

Off-and On-Balance Sheet Arrangements

Collateralized Debt Obligation Vehicles, page 37

    1.

    We refer to your response to comment 9 of our letter dated April 11, 2008, and to our
telephone conversation held on May 8, 2008. Please provide us with the

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 2

    following additional information so that we may more clearly understand your involvement
with various CDO vehicles and your application of FIN 46(R) to such vehicles.

    Bullet 1

    •

    Please provide us a list of CDO vehicles with which you are involved (both consolidated and
unconsolidated) and describe your various forms of involvement (e.g., administrator, liquidity
provider, other variable interest holder) with each.

    Please see the attached Exhibit 1 for a list of the CDO vehicles to which we had super
senior exposure at December 31, 2007, as disclosed in the table entitled Super Senior
Collateralized Debt Obligation Exposure on page 29 of our Form 10-K. Included in Exhibit 1
are written put options and other liquidity obligations totaling $12.3 billion, including
support of $2.3 billion to a CDO conduit that we administer (the “Conduit”) and $10.0
billion to six third party CDOs (the “Third Party CDO Issuers”). Our obligations under
these liquidity agreements were discussed in detail in our previous response. Also included
in Exhibit 1 are other super senior CDO exposures in the form of cash instruments or
derivative contracts with an aggregate notional amount of $8.4 billion. All of the CDO
vehicles in Exhibit 1 are herein referred to collectively as the “CDO Vehicles”. To the
extent that we held other variable interests in the CDO Vehicles, we have also indicated the
notional amount of such interests at December 31, 2007.

    Exhibit 1 does not include other CDO exposures that we hold as a result of our typical sales
and trading activities, including derivative contracts through which we may buy or sell
credit protection on CDO exposures. These sales and trading positions, which were acquired
through routine trading activities, do not represent significant variable interests in a CDO
vehicle and are therefore excluded from our comments that follow. Also, as noted in our
previous letter dated April 30, 2008, $451 million of our liquidity obligations pertain to
Canadian CDO vehicles. To date, we have not purchased any commercial paper (“CP”) that was
issued by the Canadian CDO vehicles, and we do not hold any other variable interests in
these vehicles. Accordingly, we have excluded the Canadian CDO vehicles from our comments
in the remainder of this letter.

    We provided structuring, debt placement and/or underwriting services for all of the CDO
Vehicles. We serve as a CP dealer for the Conduit and the Third Party CDO Issuers to which
we provide liquidity support. We are the administrator of the Conduit but do not provide
administrative or collateral management services for any of the other CDO Vehicles.

    We entered into several types of derivative contracts with the CDO Vehicles at inception.
For example, we may provide interest rate swaps to eliminate the interest rate mismatch when
fixed rate assets are funded by variable rate debt. In a few cases, we provide
cross-currency swaps. We also provide cash flow swaps to several of the CDO Vehicles,
including the Conduit, to eliminate the mismatch in timing between the receipt of cash on

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 3

    assets and payments due on liabilities of the vehicles. In determining whether these
derivatives are variable interests in the CDO Vehicles, we considered the guidance in
paragraph 13 of FSP No. FIN 46(R)-6, Determining the Variability to Be Considered in
Applying FASB Interpretation No. 46(R):

         “The following characteristics, if both are present, are strong indications that a
derivative instrument is a creator of variability:

         a. Its underlying is an observable market rate, price, index of prices or rates, or
other market observable variable (including the occurrence or nonoccurrence of a specified
market observable event).

         b. The derivative counterparty is senior in priority relative to other interest holders
in the entity.”

    The underlyings for the interest rate and cross-currency swaps are observable market
variables, and payments due to us under all of these derivatives are senior in the waterfall
to all payments of principal and interest due to investors in the CDO Vehicles.
Accordingly, these swaps are creators of variability and thus are not variable interests in
the CDO Vehicles.

    We have also entered into credit derivatives with several CDO Vehicles through which we
purchased credit protection on a variety of debt securities. These credit derivatives
create variability and are not considered to be variable interests in the CDO Vehicles.
Proceeds from debt securities issued by the CDO Vehicles serve as collateral for the CDO
Vehicles’ obligations to us under the credit derivatives.

    Bullet 2

    •

    Please describe any structural differences between the CDO conduit you administer and the
third party CDOs, and discuss the different classes and types of securities issued by each.

    Except for the Conduit, each of the CDO Vehicles holds a diversified pool of structured
securities with pre-determined characteristics. The collateral pool may include principally
high grade or mezzanine securities, or securities issued by other CDOs (referred to as
CDOs-squared). To fund the acquisition of the asset pool, each CDO issued several classes
of securities with ratings ranging from AAA to below investment grade, as well as a class of
junior securities that is not rated. Each class of securities is subordinated to those with
a higher rating, with the non-rated junior securities providing first loss protection. The
economic risks and rewards of the assets are passed through to the investors holding the
various classes of securities, with the subordinated securities receiving a higher coupon
than the senior securities to compensate for the increased risk of loss due to default.

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 4

    The Conduit was a unique structure when it was created in 2005. It holds a small number of
super senior CDO securities (in each case, the “Class A-1A Notes”) issued by certain third
party CDOs (the “Conduit Investment CDOs”) and was designed to benefit the Conduit
Investment CDOs by providing them access to the CP market. The Conduit obtains all of its
funding through the issuance of CP, which benefits from the liquidity support that we
provide. Due to the high quality of its assets, the Conduit did not issue subordinated
securities and it was not required by the rating agencies to obtain other forms of credit
enhancement. We are the administrator of the Conduit and our obligations and
responsibilities are discussed in more detail in our response to Bullet 3 below.

    Bullet 3

    •

    Please explain your obligations and responsibilities as the CDO conduit administrator. For
example, discuss when you are contractually permitted to remove certain assets from the CDO
conduit, versus when you are required to do so. Please explain how any losses realized upon
your purchase of assets from the conduit, either when contractually obligated or contractually
permitted, are allocated to the CDO security holders.

    [Confidential Treatment Requested by Bank of America Corporation]

    Bullet 4

    •

    Tell us when you would have been contractually obligated to perform under the liquidity
puts had you not voluntarily purchased the commercial paper issued by the CDOs. Additionally,
please clarify whether your maximum obligation under the liquidity puts was reduced (for at
least as long as you held the commercial paper outright) when you chose to purchase the
commercial paper from the CDOs in advance of the liquidity puts being formally exercised.

    We purchased CP from the Conduit and the Third Party CDO Issuers only after we were informed
by broker-dealers and other parties involved with the CDOs that they were unable to re-issue
some or all of their maturing CP at less than the contractually-specified yield.
Accordingly, had we not voluntarily purchased the CP, we would have been obligated to
purchase CP under our liquidity agreements on that same day. As stated in our previous
letter dated April 30, 2008, we chose to purchase CP directly from the Conduit and the Third
Party CDO Issuers rather than wait for the liquidity obligations to be exercised (i) in
order to maintain liquidity in the ABCP market generally and with respect to the Conduit and
the Third Party CDO Issuers specifically, (ii) so that we could determine the tenor of paper
that we would purchase, and (iii) for operational simplicity. We believe that the
difference between voluntarily purchasing CP under these conditions and waiting for the
liquidity puts to be exercised is not meaningful and that the accounting results should be
the same in either case.

    The liquidity agreements obligate us to purchase newly-issued CP whenever maturing CP cannot
be re-issued at less than the contractually-specified yield. Accordingly, our

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 5

    maximum obligation under the liquidity agreements is not increased or decreased when we hold
CP outright, regardless of whether we voluntarily purchased the CP or if the liquidity puts
were exercised. Instead, the CP that we hold remains subject to the liquidity agreements.
If the CP dealers are unable to issue new CP to repay the CP that we hold when it matures,
we remain obligated under the liquidity agreements to purchase newly-issued CP.

    Bullet 5

    •

    Please explain why the voluntary purchase of commercial paper in advance of the liquidity
puts being formally exercised could have resulted in the consolidation of the CDOs as of
December 31, 2007 had you concluded the voluntary purchase of commercial paper was a
reconsideration event.

    We raised this point in our previous response because we had become aware of another view in
the marketplace. Specifically, a market participant might conclude that the purchase of CP
under the circumstances we faced would be a reconsideration event. Although we disagree
with this interpretation, as discussed in our response to Bullet 7 below, we believe that a
reconsideration analysis in the fourth quarter of 2007, if performed, would likely have led
to consolidation of the Conduit and the Third Party CDO Issuers, as discussed below. Our
intent was to frame the issue for the Staff’s review so as to permit an accurate assessment
of the impact of consolidation on our financial condition and results of operations.

    A reconsideration analysis is based on current market conditions and incorporates current
expectations of future cash flows. In the fourth quarter of 2007, the capital markets faced
an unprecedented liquidity crisis and we faced widespread losses on debt securities
exceeding amounts that had been anticipated in the FIN 46(R) analyses performed at inception
of the Conduit and each Third Party CDO Issuer. As a result, cash flow projections
performed at that time in connection with a reconsideration analysis would have utilized
significantly different assumptions than those that had been considered reasonable and
appropriate at inception.

    In our original FIN 46(R) analysis for the Conduit, we had concluded that interest rate risk
was the primary source of variability and that the Conduit Investment CDOs would absorb
substantially all of this variability. We did not expect credit losses to be a significant
source of variability due to the high credit quality of the Conduit’s assets, all of which
were super senior securities issued by the Conduit Investment CDOs that benefited from
subordination levels exceeding that required for a AAA rating by 50%. However, market
conditions in the second half of 2007 eroded the value of the assets held in the Conduit
Investment CDOs, causing a decline in value of the super senior securities held as assets of
the Conduit. Our liquidity agreement with the Conduit and related contracts with the
Conduit Investment CDOs obligate us to absorb losses on these assets if they are removed
from the Conduit and cannot be sold at a price less than par. As a result, we absorbed
market losses created by the assets of the Conduit. Although we do not believe a
reconsideration event occurred, had we performed a reconsideration

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 6

    analysis during the fourth quarter of 2007, we would likely have concluded that we would
absorb a majority of variability created by the assets of the Conduit and we would therefore
have consolidated the Conduit.

    In our original FIN 46(R) analyses for the Third Party CDO Issuers, we had concluded that
credit risk was the primary source of variability and that the subordinated securities
issued by the Third Party CDO Issuers would absorb substantially all of this variability.
Contrary to our expectations, the subordinated securities were not sufficient to absorb
substantially all of the credit risk created by the assets of the Third Party CDO Issuers.
Instead, market losses in the second half of 2007 had erased all or most of the value of the
subordinated securities and were also eroding the value of the super senior CP. As our
written put options obligate us to purchase CP at par value, we absorbed market losses
created by the assets of the Third Party CDO Issuers. Although we do not believe a
reconsideration event occurred, had we performed a reconsideration analysis during the
fourth quarter of 2007, we would likely have concluded that we would absorb a majority of
variability going forward through these written put options and we would therefore have
consolidated the Third Party CDO Issuers.

    Notwithstanding the above, we believe that our interpretation was reasonable and supported
by the guidance in FIN 46(R). Specifically, we do not believe that the purchase of CP under
these circumstances was a reconsideration event. However, in consideration of other
interpretations, we note that consolidation of the Conduit and the Third Party CDO Issuers
would have had no impact on net earnings, as we had already captured any loss in value of
the Conduit’s and Third Par