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CORRESP
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Correspondence

 Confidential Treatment of Portions of this Letter

 Has
Been Requested by Bank of America

 Corporation Pursuant to 17 C.F.R. § 200.83.

 Asterisks denote such omissions.

 May 8, 2009

 Mr. Hugh West

 Accounting Branch Chief

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:

 Bank of America Corporation

 Form 10-K for the
Fiscal Year Ended December 31, 2008

 Filed February 27, 2009

 Current Report on Form 8-K/A Filed March 3, 2009

 File No. 001-06523

 Dear Mr. West:

 We have received and reviewed your letter dated April 14, 2009. The following are our responses to each of your comments and requests. For ease of reference, we have repeated the Staff’s comments. Our responses are intended to
address the questions raised by the Staff. We are ready to assist the Staff in resolving any matter requiring further attention.

 Form 10-K for the
fiscal year ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Events, page 16

1.
We note your narrative summarizing the assets covered under the loss sharing agreement. In order to give the reader a better understanding of the risk level of the covered
assets, please address the following in future filings:

•

 Consider revising your disclosure to discuss the quality of the covered assets. For example, quantify the amount of impaired or nonperforming loans, the amount
of subprime or Alt-A loans, and the amount of below investment grade securities, etc.; and

•

 To the extent possible, consider revising your various discussions of asset quality, investment portfolios, etc. to provide quantification of the amount
of covered assets included in such presentations. For example, in footnote 4 on

page 127, you provide various disclosures about your derivative portfolio. To the extent that certain of your derivatives are covered assets under the
loss sharing agreement, quantify the amount of such covered assets. Similarly, in footnote 5 on page 129 you provide various disclosures about your investment portfolio. To the extent that certain of your investments in unrealized loss positions are
covered assets, quantify the amount of those assets.

Response:
Please note that at the time we filed the 2008 Form 10-K on February 27, 2009 we had not entered into a binding agreement with the U.S. government regarding the loss sharing
agreement. At that time, we had agreed in principle with the U.S. government on a non-binding term sheet which did not include specific identification of the covered assets. Accordingly, we provided disclosure in the 2008 Form 10-K based on the
agreement in principle and the non-binding term sheet that we believed provided relevant and useful information to the investor based on the facts known at that time.

 We included an update in the March 31, 2009 Form 10-Q indicating that we had not entered into a binding agreement with the U.S. government as of the
time of filing such document.

 Subsequent to the filing of the Form 10-Q, we filed a Current Report on Form 8-K addressing Bank of
America’s results of the Supervisory Capital Assessment Program (commonly referred to as “stress tests”) as announced by the Federal Reserve Board. This document also included a statement that we are negotiating to terminate the
proposed loss sharing agreement.

 Table 5. Five-Year Summary of Selected Financial Data, page 22

2.
In future filings, please consider revising your table to include net income available to common shareholders.

Response:
In future filings, we will revise the “Five Year Summary of Selected Financial Data” table to include net income available to common shareholders.

 Supplemental Financial Data

 Operating Basis Presentation, page 23

3.
We note your Non-GAAP presentations and the corresponding adjustments (Table 6, page 24) in arriving at an operating basis (e.g. operating earnings, operating efficiency ratio,
operating return on equity, etc). We also note that there has been a recurring pattern of merger and restructuring charges (i.e. for the last five years), and would anticipate such charges recurring again in 2009 as a result of the Merrill Lynch
acquisition. Considering the recurrence of the charges, it is not clear how you have determined they are nonrecurring items. Further, we do not see where you have provided sufficient disclosure to substantiate why the non-GAAP measures are useful to
investors. Please revise your future filings to remove all such references to the aforementioned Non-GAAP measures. We refer you to Regulation 10(e) of Regulation S-K and the related Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures prepared by Staff Members in the Division of Corporation Finance (particularly question #9).

Response:
In future filings, we will exclude references to operating earnings, operating efficiency ratio, operating return on equity and other measures based on operating earnings
from the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), including the “Supplemental Financial Data and Reconciliation to GAAP Financial Measures” table.

 Notes to Consolidated Financial Statements

 Note 8 – Securitizations

 Credit Card Securitizations, page 136

4.
We note you entered into a liquidity support agreement in the second half of 2008 related to your commercial paper program, and if certain criteria are met, the commercial paper
maturity dates can be extended. To help us better understand your liquidity commitment, please address the following:

•

 Explain in detail each of the criteria that would trigger the extension of the commercial paper maturity dates; and

Response:
The Emeralds commercial paper (“CP”) program (“Emeralds”) is a component of the BA Credit Card Trust (the “Master Trust”), which the Corporation
has used as a funding vehicle for credit card receivables since its acquisition of MBNA Corporation in 2006. Under the Emeralds program, which began in 2001, the Master Trust may issue up to $8 billion of CP with initial expected maturities ranging
from one to 99 days. As the CP matures, the Master Trust issues new CP, the proceeds of which are used to repay the maturing CP. However, the Master Trust cannot issue new CP if certain conditions set forth in the legal documents governing the
Master Trust are not met.

 The Master Trust documents specify that, if the Master Trust is unable to issue new CP to repay
maturing CP, an early amortization event (“Early Amortization Event”) occurs whereby the maturing CP is automatically converted to note form (“Extended Notes”) and, in connection therewith, the maturity date is extended to 390
days (the “Final Maturity Date”) from the original issuance date of the CP. Subsequent to an Early Amortization Event, principal cash collections on receivables held in the Master Trust are accumulated and used to repay the principal
amount of any Extended Notes and newly-maturing CP.

 If an Extended Note has not been repaid in full from principal cash collections prior to its Final
Maturity Date, the Master Trust will issue a new series of notes (“Maturity Notes”) to repay the Extended Notes. The Maturity Notes will be purchased by a small group of liquidity providers (the “Maturity Note Purchasers”) in
accordance with the provisions of the Maturity Note liquidity facility (the “Liquidity Facility”). The amount of Maturity Notes issued cannot exceed the amount of liquidity available under the Liquidity Facility. Beginning in 2008, the
Corporation became one of the Maturity Note Purchasers when certain Maturity Note Purchasers declined to renew their commitments.

 The
Master Trust may be unable to issue CP if there are no willing buyers due to general market conditions. In addition, the Master Trust documents specify the following conditions for the issuance of new CP:

1.
Certain performance targets must be met, such as (a) the three-month average principal payment rate on the underlying credit card receivables must be at least 10% and
(b) the three-month average of excess spread (that is, finance charge and fee collections minus interest expense, servicing fees and credit losses) must be at least 2%;

2.
There are no Extended Notes or Maturity Notes outstanding (such Notes would have to be repaid in full from principal cash collections before the Master Trust can issue CP again);

3.
The Emeralds program must be rated at least A-1, P-1, or F1 by Standard & Poor’s, Moody’s or Fitch, respectively;

4.
The new CP must have an expected maturity of less than 99 days and, after its issuance, the weighted average expected maturities of all the outstanding CP must be 60 days or less.
Additionally, the new CP must have a Final Maturity Date which is within the commitment period of the Liquidity Facility; and

5.
BA Credit Card Funding, LLC (“Funding”), a consolidated subsidiary of the Corporation and the transferor of assets into the Master Trust, must properly administer the
Emeralds program by: (a) obtaining a minimum level of liquidity commitments from the Maturity Note Purchasers; (b) funding an interest funding account with a specified minimum balance; (c) delivering all required legal documents to
the indenture trustee; and (d) determining that the Emerald CP would be rated at least A absent the benefit of the Liquidity Facility.

 Each of the first three conditions is clearly outside of the control of the Corporation, including its consolidated subsidiary Funding, and the Master Trust. With regard to the last two conditions, the Corporation and
Funding

would face severe negative economic ramifications including exposure to third party claims for damages if Funding deliberately failed to administer the
Emeralds program appropriately. Accordingly, Funding does not have discretion over whether to perform these tasks, and we consider all of the above conditions to be outside of the control of the Corporation or Funding.

•

 Tell us how you considered whether such actions would affect the entity’s status as a QSPE under SFAS 140.

Response:
The Corporation determined that its participation in the Emeralds program as a Maturity Note Purchaser and the extendibility feature of the Emeralds program are consistent
with the activities of a QSPE. This conclusion was assessed principally in connection with the requirements of paragraph 35(b) of SFAS 140 which states that the permitted activities of a QSPE must be significantly limited, must be entirely specified
in the legal documents that established the SPE or created beneficial interests in the transferred assets, and can be significantly changed only with the approval of third party beneficial interest holders. The Corporation also determined that all
other conditions of paragraphs 35 to 45 of SFAS 140 have been met and are not affected by these issues.

 The mechanics of the
Emeralds program, including the provisions for issuance of Extended Notes, Maturity Notes, and the Liquidity Facility, are fully defined in the legal documents that govern the operations of the Master Trust. These provisions were unchanged by
the addition of the Corporation as a Maturity Note Purchaser. If the Corporation were ever required to purchase Maturity Notes, it would gain no additional rights or abilities to control the assets in the Master Trust. The liquidity fee paid to
the Corporation was determined on an arm’s length basis and is consistent with fees paid to other Maturity Note Purchasers who entered into agreements at the same time. Accordingly, the Corporation’s decision to become a Maturity Note
Purchaser did not violate the requirements of paragraph 35(b).

 The conditions under which CP is converted into Extended Notes are entirely
specified in the legal documents that govern the operations of the Master Trust and, as discussed above, are outside the control of the Corporation or the Master Trust. Any conversion of CP into Extended Notes occurs automatically as a
result of specified conditions, rather than due to any discretion exercised by the Corporation, Funding or the Master Trust. Accordingly, these provisions do not violate the requirements of paragraph 35(b).

 Therefore, we do not believe that the Corporation’s participation as a Maturity Note Purchaser and the conditions under which CP is converted into
Extended Notes, when considered in combination, would affect the Master Trust’s status as a QSPE under SFAS 140.

 Note 9 – Variable Interest Entities

 Multi-Seller Conduits, page 139

5.
We note that during 2008, CDO investments in one of your unconsolidated conduits were downgraded or threatened with a downgrade, which resulted in your funding of these
investments in a transaction that was accounted for as a secured borrowing. Further, we note the Corporation will be reimbursed for any realized losses on these investments up to the amount of capital notes issued by the conduit. Please tell us and
revise your future filings to provide the following additional information:

Response:
We have provided responses to your specific questions below and will expand future filings as noted below.

•

 Explain in more detail how these investments were “funded” and why the related transaction was accounted for as a secured borrowing (cite the
specific authoritative literature you used to support your accounting treatment);

Response:
The Corporation provides liquidity support for substantially all of the assets in the conduit, typically in the form of an asset purchase agreement (“APA”). Each APA is
tailored to a specific transaction but significant terms are relatively consistent among all APAs. The Corporation is obligated to purchase an asset from the conduit at any time if, in the opinion of the Corporation as Administrator of the conduit,
the quality of the asset has deteriorated or for any other reason the asset no longer meets the specified investment criteria for the conduit. The amount funded by the Corporation is generally limited to the amount supported by non-defaulted assets
and the Corporation is not required to purchase an asset if the conduit is in bankruptcy.

 The Corporation used the term
“funded” in a generic sense to indicate that cash was paid to the conduit upon the transfers of these investments to the Corporation. The Corporation used the term “outstanding par value” to refer to the notional amount of CDO
investments that had been purchased by and transferred to the Corporation and were outstanding at the balance sheet date. Four of the investments are revolving commitments under which the Corporation may be obligated to provide additional cash to
the CDOs until the revolving period of the issuing CDO ends in July, 2012. The amount of these unfunded commitments, which totaled $162 million at December 31, 2008, was not included in the “outstanding par value” amount.

To improve the clarity of future filings, we will not use the term “funded” to describe the transfer of CDO

investments from the conduit to the Corporation. Instead, we will state that the CDO investments were transferred to the Corporation in a transaction that
was accounted for as a financing transaction in accordance with SFAS 140. We will use the term “outstanding funded amounts” to refer to the notional amount of commitments that have been funded and remain outstanding at the balance sheet
date. We will also discuss “unfunded commitments” and refer to possible future investments that may be required in connection with the revolving commitments.

 The Corporation concluded that the transfer of assets did not meet the sale accounting criterion in paragraph 9(a) of SFAS 140. This paragraph provides that a transferor may record a sale only if, among other things,
the transferred assets have been isolated from the transferor and are beyond the reach of the transferor’s cred