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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.

 January 26, 2010

 Mr. Hugh West

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, NE

 Washington, DC 20549

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 September 30, 2009

 Filed November 6, 2009

 Dear Mr. West,

 We have received and reviewed your letter dated December 30, 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-Q for Quarterly Period Ended September 30, 2009

 Notes to Consolidated Financial Statements

 Note 2 – Merger and Restructuring
Activity

 Merrill Lynch, page 9

1.
We note that you acquired loans and receivables as part of the Merrill Lynch acquisition that were not considered impaired at the acquisition date and that such
loans were recognized at their estimated fair values. Please tell us and revise your future filings to clearly disclose how interest income on non-impaired loans acquired in a business combination is recognized. For example, clearly disclose whether
the effective yield used to recognize interest income on these loans is calculated based on the contractually required payments receivable (consistent with ASC 310-20) or expected cash flows (consistent with ASC 310-30). In addition, to the extent
that you have elected to recognize interest income on a basis consistent with ASC 310-30, please provide the disclosures required by ASC 310-30-50-2 for this portfolio of acquired non-impaired loans.

Response:
We will revise future filings to note that the effective yield used to recognize interest income on our non-impaired purchased loans is calculated based upon the
contractual payments receivable in accordance with ASC 310-20.

 Note 5 – Securities, page 25

2.
Please revise your future filings to disclose your investment securities by major security type consistent with the guidance set forth in ASC 942-320-50-2. In
particular, with respect to your MBS portfolio separately disclose your residential and commercial MBS and consider whether segregation based on risk characteristics (e.g. prime, subprime, Alt-A, etc) may provide useful information.

Response:
We will revise future filings by separately disclosing residential and commercial available-for-sale (AFS) mortgage backed securities (MBS). We will also consider
providing additional segmentation based on risk characteristics in our disclosures where appropriate to provide useful information to the users of the financial statements.

 Note 8 – Securitizations

 Credit Card Securitizations, page 37

3.
We note your response to comment two to our letter dated November 24, 2009. It is still unclear to us how you concluded that there would not be any impairment
charge associated with the issuance of the Class D note through the transfer of, and certification into security form of, a portion of your seller’s interest. In this regard, we note that you recorded the Class D note initially at the
seller’s interest carryover basis, which represented the seller’s interest percentage of the par amount of the loans in the Trust, less the allowance for loan losses. Your response indicates that based on the guidance in ASC 320-10-35 (FSP
FAS 115-2) you concluded that no impairment existed with respect to the Class D note as you continue to expect to collect all amounts due according to the contractual terms of the security. However, the staff notes that given that the Class D note
has a stated interest rate of zero percent, whereas the prior seller’s interest did receive contractual interest cash flows, there would be a reduction in cash flows associated with the Class D note as compared to the carrying value of the
Class D note. The staff does not believe it is appropriate to consider any interest cash flows that you may now receive as part of your residual interest in the Trust as part of the cash flows of the Class D note as these instruments represent two
separate units of account, accounted for under two separate accounting basis. Please provide us with your analysis of the effects of this transaction on the valuation of both your Class D note and the residual interest in the Trust. As part of your
response, please discuss the critical assumptions used in the valuation of the instruments, including the discount rates used, and clarify how the residual interest is accounted for in your response and disclosure in future filings. To the extent
that you believe the effects of the revised valuation are not material, please provide your supporting analysis.

Response:
As noted in our response letter dated December 11, 2009, in accordance with the accounting literature cited (ASC 860-10-40-5 and ASC 860-10-55-44), we initially
accounted for the certificated Class D at the carry-over basis of the seller’s interest as no accounting sale had occurred and thus we did not record a gain or loss upon the re-characterization of the beneficial interest. Also as noted in our
previous response, we assess the Class D for impairment on at least a quarterly basis in accordance with ASC 320-10-35. With the re-characterization of one beneficial interest in the Trust for another, no proceeds received in the re-characterization
other than the Class D, and no issuance of beneficial interests to third parties in this transaction, we believe that the accounting literature does not permit the recognition of a gain or loss at the time of this re-characterization and therefore
the Class D is appropriately reflected in our accounting records.

 We believe that the Class D impairment
analysis should only be based on the terms of the Class D (i.e., a security with a carrying value less than par value bearing a zero coupon) and should not be based on the cash flows that would have been attributable to the seller’s interest
that was re-characterized in the transaction. Upon the re-characterization, a new security was created and only the cash flows attributable to the security should be incorporated into the impairment analysis. In performing our Class D impairment
tests, and in concluding that we will receive all contractual cash flows on the Class D, we do not incorporate interest cash flows that may be received in the future as part of our residual interest in the Trust. Further, if all loans in the Trust
were to pay off at any point in time, the Class D par value would be fully repaid at par without allocating any interest cash flows. We agree that, as a result of the re-characterization of a portion of the seller’s interest, future interest
cash flows that would previously have been returned to the Corporation through the seller’s interest may now be returned to the Corporation through its ownership of the residual interest in the Trust. However, we concluded it was not
appropriate under the accounting literature to recognize a new residual interest based on future cash flows on receivables that have not been sold into the master trust. As noted in ASC 860-20-55-31 (paragraph 78 of SFAS No. 140 Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities), “Gain or loss recognition for revolving-period receivables sold to a securitization trust is limited to receivables that exist and have been
sold.” (emphasis added). Accordingly, as no sale had occurred, we allocated 100% of the carryover basis of the seller’s interest to the Class D and did not allocate any basis to a new residual interest. In effect, we did not
allocate basis to an asset which we believe the accounting literature precludes us from recognizing.

     Rule 83 confidential treatment request made by Bank of America Corporation

 As a result of the Class D issuance, the Corporation’s claim to principal and
interest cash flows on the portion of the seller’s interest that was re-characterized into the Class D has changed. In general, loan principal and interest collections received by the Trust are allocated to the seller’s interest and
investor’s interest based on their relative percentage ownership of the Trust. For that portion of the seller’s interest re-characterized into the Class D, those cash flows now become part of the overall investor cash flow waterfall, which
ultimately are used to pay down the Class D. To the extent there are excess cash flows in the investor waterfall which may occur, for example, if future interest cash flows exceed bond interest expense or other Trust expenses, these cash flows will
be returned to the Corporation through its ownership of the residual interest in the Trust. As part of the Trust’s cash flows, credit losses (i.e., charge-offs) would also reduce the amount of excess cash flows available to be returned to the
Corporation through its ownership of the Trust’s residual interest. As noted above, we did not recognize a new residual interest in connection with the Class D issuance and we account for these residual interest cash flows as cash is received
in Card Income in the Corporation’s consolidated income statement as we presently have no residual interest recorded on the Corporation’s consolidated balance sheet. As SFAS 140 limits gain or loss recognition to receivables that exist and
have been sold, similarly, the valuation of the interest-only strip residual asset only incorporates cash flows associated with loans that exist and have been sold into the Trust and excludes other Trust cash flows including interchange income,
overlimit fees, cash advance fees, and annual fees, that are otherwise associated with the calculation of the Trust’s spread. As such, the interest-only strip residual asset has been valued at zero since the fourth quarter of 2008. Although the
Trust has always had and is expected to continue to have excess spread, if credit losses, bond costs, etc. escalate to a point where there is no excess spread, as no residual interest is presently recorded on the Corporation’s consolidated
balance sheet, there is no impairment to recognize. Further, as we have no obligation as the residual interest holder of the Trust to fund current or future expected Trust losses, there is not a contingent loss to analyze for recognition. However,
if a situation were to arise where we did not expect to receive all contractual cash flows on the Class D, which could occur when the Trust has no excess spread and Trust cash flows are not sufficient to meet its obligations, an impairment on the
Class D would be recognized by the Corporation at that time.

 The Staff has asked us to prepare an analysis of what the
accounting would have been had we identified two separate units of account which suggests sale accounting has been achieved. For this purpose, we first calculated the fair value of a principal-only asset (the Class D) and then calculated the fair
value of the right to receive interest cash flows associated with the loans transferred (the “Cash Flow Asset”), as described below. We next allocated the seller’s interest carry-over basis to these two assets. [***Redacted***]

    Rule 83 confidential treatment
request made by Bank of America Corporation

 Throughout 2009, the Class D accounting and review for impairment would be as described
in our previous response letter dated December 11, 2009. That is, the Class D would be designated as a held-to-maturity security and carried at its initial basis and accreted to par over its life. Impairment of the Class D would be assessed
based on whether we expected to receive all contractual cash flows on the Class D, noting that in the Trust’s cash flow waterfall the Class D principal payments when due are made prior to the return of cash flows to the Corporation through its
ownership of the Trust’s residual interest. The Cash Flow Asset could be accounted for at fair value through earnings as a component of our residual interest in the Trust which, as noted above, suggests that sale accounting has been achieved.
However, a policy election could be made to account for the Cash Flow Asset as an available-for-sale debt security with non- credit related marks being recorded in other comprehensive income and credit marks being recorded through earnings if an
impairment was deemed to have occurred.

 In this scenario, the Class D fair value would have been calculated using the same
methodology described in our previous response letter dated December 11, 2009. We discounted the expected future principal cash flows (“discounted cash flow approach”) to be received through the maturity date of the last Class D in
2019. Cash flows representing the collection of interest and fees were not included in the expected future cash flows for this calculation. Discount rates utilized in the calculations were [***Redacted***] at March 31,
[***Redacted***] at June 30 and September 30, and [***Redacted***] at December 31, 2009. In general, the discount rates were determined based on the average of recent observed secondary market trades for “Class
C” subordinated securities and the one-month Libor rate at the respective periods, plus an additional [***Redacted***] basis points to take into consideration the additional subordination of the Class D. Throughout the year, we observed
spreads tighten significantly. Specifically, during the second quarter, spreads tightened on average by approximately [***Redacted***] basis points and approximately [***Redacted***] basis points more during the third quarter. However,
due to inherent uncertainty about the market’s stabilization, we kept the second and third quarter discount rates elevated. During the fourth quarter, we observed increased liquidity and stabilization in the market, and in particular spreads
observed in secondary trades of the Trust’s bonds continued to tighten, and our Trust’s performance continued to improve. Therefore, in the fourth quarter, using the same approach noted above of obtaining average recent secondary market
trades, the one-month Libor rate, plus an additional [***Redacted***] basis points for additional subordination, we calculated a discount rate of [***Redacted***].

 The fair value of the Cash Flow Asset calculated for purposes of this analysis could be valued in two different manners. First, the Cash
Flow Asset could be valued using the discounted cash flow approach assuming that no new receivables are sold into the Trust, consistent with the valuation of the Trust’s interest-only strip as prescribed by SFAS 140 when a sale is recognized
(“Scenario A”). Alternatively, the Cash Flow Asset could be valued using the discounted cash flow approach with cash flows commensurate with the terms of the Class D securities, the last of which matures in 2019, which assumes continuing
sales of receivables into the Trust (“Scenario B”).

    Rule 83 confidential treatment
request made by Bank of America Corporation

 Under both scenarios, cash flows for 2009 were based on actual experience and projected
cash flows for 2010, where applicable, were compiled from our internal business forecast. Cash flows for later years, where applicable, were derived from the 2010 forecast, with adjustments as appropriate to account for expected changes in interest
rates and loss rates, based on an expectation that the credit card business will gradually return to a normalized long-term level of profitability. The cash flows were discounted at the same discount rates as the Class D noted above. Under Scenario
B, the future cash flows used in the calculation were comprise