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SEC 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.

 July 24, 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

Form 10-Q for the Period Ended March 31, 2009

Filed May 7, 2009

 Dear Mr. West:

 We have received and reviewed your letter dated June 17, 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

 Notes
to Consolidated Financial Statements

 Note 8 – Securitizations

 Credit Card Securitizations, page 136

1.

We have reviewed your response to prior comment four from our letter dated April 14, 2009. In your response, you state that under the Emeralds program, the Master Trust
(“trust”) may issue up to $8.0 billion of Commercial Paper (“CP”). Further, we note your disclosure that the Corporation held $5.0 billion of investment grade securities in AFS debt securities issued by the trust due to
illiquidity in the marketplace (indicating that you were required to buy maturity notes because the extended notes did not renew). Please tell us and revise your future filings to disclose whether the remaining $3 billion of CP issued by the trust
is being rolled into new CP or if the CP has become extended notes. If extended notes, please revise to disclose your expectation with respect to whether you expect the notes to be renewed or if the Corporation will have to take on an additional $3
billion in maturity notes under its liquidity commitment. Provide us with your proposed future disclosure.

 *  Amount that may be issued by the trust under the Emerald CP program should have been reported as $8.8
billion.

Response:

None of the notes issued under the Emerald CP program (“Emeralds”) as of December 31, 2008 are Extended Notes or Maturity Notes. Of the $8.8 billion of Emeralds CP that was
outstanding at December 31, 2008, we held $5.0 billion on balance sheet that was classified in available for sale (“AFS”) debt securities and third parties held the other $3.8 billion. As the Emeralds CP matures, we continue to offer
to sell the newly-issued Emeralds CP to market participants. However, we may purchase the newly-issued Emeralds CP if it is not purchased by third parties. It is our expectation that we will continue to acquire Emeralds CP for the foreseeable
future, or until the market dislocation has ended. The “illiquidity in the marketplace” that we disclosed in connection with our investment is a reference to difficulties the trust experienced in issuing Emeralds CP, principally due to
negative investor sentiment toward extendible securities in general that arose during the recent market dislocations. This negative sentiment reduced but did not completely eliminate the investor base.

We do not expect any Emeralds CP to be extended nor do we expect the trust to issue any maturity notes in the foreseeable future. In future disclosures, we will clarify that the
“investment grade securities” held on balance sheet are in the form of Emeralds CP. We will also disclose the total amount of CP that may be issued under the Emeralds program.

Proposed disclosure:

During 2008, the Corporation entered into a liquidity support agreement related to the Corporation’s commercial paper program that obtains financing by issuing tranches of commercial
paper backed by credit card receivables to third party investors from a trust sponsored by the Corporation. Due to illiquidity in the marketplace, the Corporation held $4.7 billion and $5.0 billion of the outstanding commercial paper as of
June 30, 2009 and December 31, 2008, respectively, which is classified in AFS debt securities on the Consolidated Balance Sheet. The maximum amount of commercial paper that can be issued under this program given the current level of
liquidity support is $8.8 billion, all of which was outstanding as of June 30, 2009 and December 31, 2008. If certain conditions set forth in the legal documents governing the trust are not met, such as not being able to reissue the
commercial paper due to market illiquidity, the commercial paper maturity dates will be extended to 390 days from the original issuance date. This extension would cause the outstanding commercial paper to convert to an interest-bearing note, and
subsequent credit card receivable collections would be applied to the outstanding note balance. If any of the interest-bearing notes are still outstanding at the end of the extended maturity period, the liquidity commitment obligates the Corporation
to purchase maturity notes from the trust in order to retire the interest-bearing notes. As a maturity note holder, the Corporation would be entitled to the remaining cash flows from the collateralizing credit card receivables. As of June 30,
2009 and December 31, 2008, none of the commercial paper had been extended and there were no maturity notes outstanding.

2.

Please tell us and revise your future filings to disclose whether the other liquidity providers hold debt senior to the $5.0 billion AFS debt securities you hold and quantify the amount of
subordinated securities to support why you believe your investment is fully recoverable. Provide us with your proposed future disclosure.

Response:

No securities issued by the trust are senior in priority to the Emeralds CP which, as noted in our response to Comment #1, comprise all of the $5.0 billion AFS debt securities held as of
December 31, 2008.

To the best of our knowledge, none of the other liquidity providers hold Emeralds CP. As of December 31, 2008, other securities issued by the trust included $62.9 billion of Class A
Notes, which are pari passu in priority with the Emeralds CP, and $11.3 billion of subordinate Class B and Class C Notes. Of this amount, Class C Notes with an aggregate par value of $662 million provided support to the Emeralds CP. The Class B
Notes and the remaining Class C Notes provided support to the Class A Notes. In addition, on March 2, 2009 a subordinate Class D certificate was issued that currently has a par value of $7.7 billion, $890 million of which provides support
to the Emeralds CP.

In addition to the subordination provided by the Class C Notes and the Class D certificate, the recoverability of the Emeralds CP depends on the impact of various trust performance triggers.
For example, as discussed in our previous letter, the trust must maintain a three-month average excess spread (that is, finance charge and fee collections minus interest expense, servicing fees and credit losses) of at least 2% to issue new Emeralds
CP. If this target is not met or certain other Emeralds CP issuance criteria are not complied with, an early amortization event with respect to the Emeralds CP occurs. For trust securities other than the Emeralds CP, the trust must maintain a
three-month average excess spread of at least 0% (that is, excess spread cannot be negative), or those trust securities will enter into early amortization. As a result, the excess spread performance trigger would likely cause an early amortization
event with regard to the Emeralds CP before it causes an early amortization event with regard to other trust securities.

Following an early amortization event for the Emeralds CP, principal cash collections on the trust receivables that are allocable to the Emeralds CP are accumulated and used to repay the
maturing Emeralds CP. For any month, the amount of principal collections allocable to Emeralds CP will vary depending primarily on the aggregate amount of actual principal collections from the trust receivables and the amount of other trust
securities maturing in the twelve months following the date of measurement. For example, if there had been an early amortization event with respect to the Emeralds CP in December 2008 and no early amortization event with respect to other trust
securities, principal collections allocable to Emeralds CP in January 2009 would have been sufficient to repay all outstanding Emeralds CP. As a result of this allocation of principal collections, along with the subordination of Class C Notes
and Class D Certificates, the Corporation believes that our investment in Emeralds CP is fully collectible.

Please see our response to Comment #1 for our proposed disclosures.

Multi-Seller Conduits, page 139

3.

We note your disclosure regarding the collateral percentages of the Corporation’s unconsolidated conduit liquidity commitments. Please revise your future filings to also quantify the
dollar amounts of collateral. Additionally, revise to state if true, that these amounts represent amounts drawn on the facility.

Response:

We will revise future filings to include the dollar amounts, in addition to percentages of collateral underlying the Corporation’s liquidity commitments to unconsolidated conduits. The
disclosed amounts pertain to total commitments, not amounts drawn on the liquidity facilities. We will revise the disclosure in future filings to clarify this point.

 Note 10 – Goodwill and Intangible Assets, page 142

4.

We note your response to comment 6 to our letter dated April 14, 2009 where you indicate that you use the reporting units’ economic capital as a proxy for the carrying amount for
the reporting units in your goodwill impairment tests. Please respond to the following:

 •             Tell us in more detail how you allocated
goodwill to your reporting units.

Response:

Under Statement of Financial Accounting Standards No. 141, “Business Combinations” (“FAS 141”), Bank of America allocated goodwill to the reporting units that
we expected to benefit from the combined companies’ synergies. We used a pro-rata allocation based upon projections of post-acquisition net income for the affected reporting units. After the adoption of Statement of Financial Accounting
Standards No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), and consistent with the guidance in Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,”
(“FAS 157”), we included the synergies that market participants would consider in the allocation of goodwill to the reporting units.

 •             If a reporting unit has more goodwill, is
the economic capital allocated to it likely to increase or decrease, all other things being equal?

Response:

There is a direct relationship between the amount of goodwill attributable to a reporting unit and the amount of economic capital assigned to the reporting unit. Economic capital consists of
two separate components: an amount designed to cover economic risk associated with the activities of the unit and an additional amount equal to 100% of goodwill and 20% of other intangible assets of the unit. The economic risk component is allocated
to the reporting unit in proportion to its credit, country, market, operational and strategic risks to ensure a standard of solvency for the business consistent with the Corporation’s target credit rating and risk appetite. The goodwill and
intangibles component largely reflects the considerable regulatory capital penalty for these assets. Because the total economic capital is directly related to the amount of goodwill assigned to the business, our capital methodology by definition
provides a greater allocation to reporting units with larger amounts of goodwill.

Rule 83 confidential treatment request made by Bank of America Corporation

 •            Tell us whether you reconcile economic capital to
the total book value of the company as a whole, and if so, the results of this analysis. If not, tell us why you do not believe this reconciliation is necessary.

Response:

Although we compare economic capital to the total book value of the Corporation as a whole, we have not historically relied upon this comparison to manage capital levels. Instead, as
discussed below, we have relied upon a comparison of economic capital to Tier 1 capital, which we view as an alternative measure of available financial resources to cover risk.

The table below sets forth our comparison of economic capital to total shareholders’ equity for the Corporation as a whole. As described in our response to the preceding bullet, total
economic capital consists of two separate components: an amount designed to cover economic risk and an additional amount based on the amount of goodwill and other intangible assets of the unit.

[*** Redacted ***]

At December 31, 2008, economic capital was relatively close to the amount of total shareholders’ equity. However, economic capital may be greater than or less than total
shareholders’ equity depending on the mix of assets and liabilities as well as other facts and circumstances. For example, proceeds from the issuance of common stock may be temporarily invested in cash and cash equivalents, which require no
economic capital. As a result, shareholders’ equity will increase but economic capital will not.

We also allocate economic capital to the All Other segment. This segment includes our treasury function and certain non-core businesses such as Principal Investing. Approximately $1 billion
of goodwill is allocated to All Other, principally allocated to a non-core trust services reporting unit based on an appraisal of that reporting unit as of October 1, 2007, the time of acquisition. At December 31, 2008, total economic
capital allocated to each of the business segments was as follows:

[*** Redacted ***]

Economic capital is our internal estimate of capital required to support a reporting unit, considering that unit’s unique risk profile and its contribution to consolidated enterprise
risk. We use economic capital for risk management, capital adequacy assessment and reporting unit risk-adjusted performance management purposes. The calculation methodology is applied on a consistent basis to all reporting units and is subject to
internal controls and management oversight to ensure the integrity of the process.

On a quarterly basis we also compare our economic capital to Tier 1 Capital. Tier 1 Capital is another risk-based capital measure that has been adopted by the Board of Governors of the
Federal Reserve System to assist in the assessment of capital adequacy of member banks. This provides us with a relevant and meaningful comparison of our internal measures to an objective regulatory measure. The comparison is made to assess whether
changes in economic capital are reasonable and consistent both in terms of direction and magnitude.

 •            We note your response indicates that you believe
using economic capital to measure the carrying value of the reporting units is a “conservative approach” but please tell us how you concluded that this methodology would not underestimate or overestimate the carrying amount of the
reporting unit.

Response:

Reporting units are not established as separate legal entities. Therefore, the Corporation does not maintain separate records based on U.S. GAAP at the reporting unit level and does not
calculate total equity at the reporting unit level. However, had we maintained separate legal entity records for each reporting unit, we would have managed capital levels of the reporting units based on our current economic capital methodology, and
we would have adjusted capital according to that methodology.

We believe that on an overall basis, using economic capital to measure the carrying value of the reporting units is appropriate