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Correspondence Filing

 May 13, 2010

Mr. John P. Nolan

 Senior Assistant
Chief Accountant

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549-5546

RE:

 Bank of America Corporation

Accounting for Repurchase Agreements, Securities Lending Transactions or Other Transactions Involving the Transfer of Financial Assets with an Obligation
to Repurchase

 The Transferred Assets

Dear Mr. Nolan,

 We have received and
reviewed your letter dated April 26, 2010. 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.

1)

Your response indicates that you identified certain repurchase agreements and securities lending transactions that were inappropriately accounted for as sales transactions.
You further indicated that the maximum amount of the error during the past three years was $10.7 billion. You have concluded that the error is not material. To support your assertion, please provide us with your materiality analysis for all periods
that would be impacted that considers among other factors the criteria in SAB 99. As part of your analysis, please ensure your response addresses the following:

Response:

We have completed our assessment of the transactions in question, commonly and herein referred to as “dollar rolls”, that were mistakenly accounted for as sales
transactions. After considering both quantitative and qualitative factors, we have determined that the impact of the transactions is not material to the previously issued consolidated financial statements of Bank of America Corporation (the
“Corporation”). The analysis, which incorporates the items listed in your comments 1a) through 1d) below, considers the criteria in Staff Accounting Bulletin No. 99, Materiality (“SAB 99”), and is included as Exhibit
I to this response letter.

 a)      Whether the cause of the errors was intentional;

Response:

As discussed in our response letter dated April 14, 2010, these dollar rolls were entered into by the business with the intent to reduce the specific business unit’s balance
sheet to meet its internal quarter end limits for balance sheet utilization capacity. Failure to account for the initial transactions as secured borrowings does not stem from any intentional misstatement of the Corporation’s consolidated
financial statements and was not related to any fraud or deliberate error.

 b)      Whether management outside of the business units where the errors were discovered was
aware of the accounting practices being followed by the business unit for these transactions;

Response:

Certain management outside of the business unit in question were aware that these transactions were accounted for as sales. However, management was not aware that these
transactions, which were immaterial, were accounted for incorrectly.

 c)      Whether any key banking regulatory ratios or credit ratings of the Company or
subsidiary(ies) would have been impacted; and

Response:

The impact of correcting the errors related to accounting for the dollar rolls as sales rather than secured borrowings was not material to the Corporation’s previously
issued consolidated financial statements. Had we accounted for the dollar rolls as secured borrowings, the only regulatory capital ratio that would have been affected would have been the Tier 1 leverage ratio. Other regulatory capital ratios for the
Corporation and the broker-dealer subsidiary that executed the trades would not have been affected because the forward commitments to purchase agency mortgage-backed securities would have been accorded the same capital treatment as cash positions in
a trading account. At September 30, 2008, the Corporation’s Tier 1 leverage ratio, which was 5.51%, would have declined by 1 basis point to 5.50%, while the minimum required ratio is 4.0%. The Corporation’s leverage ratio would not have
been affected during any period related to the other errors. In addition, it is our focus and we believe that analysts, credit rating agencies and regulatory agencies also focus on two key liquidity metrics, which are described in the Liquidity Risk
and Capital Management section of the Corporation’s MD&A in our Form 10-Ks and Form 10-Qs: “Global Excess Liquidity Sources” and “Time to Required Funding”. These metrics are used to measure the amount of excess
liquidity available to the Corporation and to determine the appropriate amount of excess liquidity to maintain. Neither of these metrics would have been affected had we accounted for the dollar rolls as secured borrowings instead of
sales.

Total assets and total liabilities would have been higher but net income would not have changed because the underlying securities were carried at fair value in a trading
portfolio. Accordingly, metrics such as earnings per share and return on equity would not have been affected. There are no other significant metrics or ratios that we provide to analysts, credit rating agencies or regulatory agencies that would have
been significantly impacted had we accounted for the dollar rolls as secured borrowings. As a result of the discussion above, we believe that credit ratings for the Corporation would not have changed.

 d)      Whether the cause of the errors was due to an internal control weakness, and if so,
management’s plans to address these weaknesses.

Response:

Notwithstanding differing interpretations as to application of the guidance in ASC 860 with regard to the accounting for dollar rolls, the errors were caused by a control
deficiency in that we did not review completed dollar roll transactions to ensure that purchased securities were not “substantially the same” as the transferred securities.

Since the discovery of these immaterial errors as part of our 2010 after-the-fact review of historical repurchase activity, we have implemented new internal policies to
strengthen

both preventive and detective controls. If any dollar roll or similar repurchase transaction is initially accounted for as a sale, line of business (“LOB”) Finance must
perform a documented review of the completed transaction, and any deviations from the design must be escalated to Accounting Policy for purposes of determining whether the accounting treatment was appropriate and if corrective action, if any, is
necessary. See our response to comment 3 for additional details.

Please confirm that you have shared this analysis with both your independent registered public accounting firm and your audit committee and that they concur with your
conclusion.

Response:

The SAB 99 assessment of the impact of these dollar roll transactions was reviewed and discussed with the Audit Committee of the Corporation’s Board of Directors (the
“Audit Committee”) and the Corporation’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”). Both the Audit Committee and PwC concurred with the conclusion that the impact of the errors of
these dollar rolls was not material to the Corporation’s consolidated financial statements and that restatement of our previously issued consolidated financial statements is not required.

 2)

Your response indicates that you have not entered into any type of transactions relating to Repos that were found to be in error since the first quarter of 2009. Assuming you
continue to believe that these errors are immaterial for restatement of prior period financial statements, please disclose in your March 31, 2010 Form 10-Q that these errors were identified, the amount of the errors, the periods to which they relate
and management’s assessment of materiality.

Response:

We included the following language in Note 1 to the Corporation’s consolidated financial statements on page 10 in our Form 10-Q for the quarter ended March 31, 2010. Through
the date of this letter we have not received any inquiries related to this disclosure.

 At the end of certain quarterly periods during the three years ended December 31, 2009, the Corporation had recorded certain sales of agency
mortgage-backed securities (MBS) which, based on a more recent internal review and interpretation, should have been recorded as secured borrowings. These periods and amounts were as follows: March 31, 2009 – $573 million; September 30, 2008
– $10.7 billion; December 31, 2007 – $1.8 billion; and March 31, 2007 – $4.5 billion. As the transferred securities were recorded at fair value in trading account assets, the change would have had no impact on consolidated results of
operations. Had the sales been recorded as secured borrowings, trading account assets and federal funds purchased and securities loaned or sold under agreements to repurchase would have increased by the amount of the transactions, however, the
increase in all cases was less than 0.7 percent of total assets or total liabilities. Accordingly, the Corporation believes that these transactions did not have a material impact on the Corporation’s Consolidated Balance
Sheet.

 3)

If as a result of the identification of the error, you have made changes in your internal control over financial reporting, please provide the disclosures required by
Item 308(c) of Regulation S-K. If you have not made changes, supplementally please advise us if you are planning on making changes, and if so when. If you do not believe any changes in your internal controls over financial reporting are
necessary, please explain the basis of your conclusion.

Response:

As discussed in our response to comment 1(d) above, the errors were caused by a failure to review completed dollar rolls to ensure compliance with the requirements for sale
accounting. Specifically, due to the judgment required in evaluating the “substantially the same” criteria in ASC 860-10-40 and the interpretation of whether that test should be performed at inception date of the trade, settlement date or
both for these types of transactions, we have made changes in internal controls, as described below. We do not believe that these changes in internal control over financial reporting are required to be disclosed by Item 308(c) of Regulation
S-K. The changes did not materially affect, and are not reasonably likely to materially affect, our internal control over financial reporting and the identified errors were not material to the Corporation’s consolidated financial statements.

We have strengthened our accounting policy with regard to dollar rolls, defined as a repurchase agreement in which we transfer mortgage-backed securities to a counterparty and
simultaneously agree to repurchase substantially the same securities from the same counterparty at a specified future date, at a fixed or determinable price. Our policy is that only securities classified as trading securities can be transferred in a
dollar roll transaction. Our policy presumes that, for dollar rolls performed in accordance with routine business practices, the securities to be repurchased are “substantially the same” as the transferred securities if they are of the
same type (for example, agency pass-through securities) and have the same guarantor and same coupon. Accordingly, such dollar rolls are to be accounted for as secured borrowings. Any proposed exceptions to this policy, including dollar rolls not
performed in accordance with standard business practices, must be discussed with LOB Finance and Accounting Policy to ensure that there is a legitimate business reason for the transaction and that the proposed accounting treatment reflects the
economic substance of the transaction. If not, the exception to this policy will not be approved. As discussed in the attached SAB 99 assessment, a potential, material dollar roll transaction was escalated for approval as an exception to the policy,
however, the result of the review of that transaction was to disallow sale accounting and to properly account for such transaction as a secured borrowing. In addition, if a dollar roll or similar repurchase transaction is accounted for as a sale,
LOB Finance must perform a documented review of the completed transaction, and any deviations from the design must be escalated to Accounting Policy for purposes of determining whether the accounting treatment was appropriate and if corrective
action, if any, is necessary, and if material, whether any disclosures are required.

Existing internal control procedures require that LOB Finance review unusual balance sheet changes. We have re-emphasized to these associates the need to escalate the discussion
of unusual balance sheet changes in accordance with existing review routines, in particular if those changes result from non-normal way transactions that are executed at or near a financial reporting period end. We have also re-emphasized the need
to validate

accounting interpretation matters with Accounting Policy before providing guidance to the line of business.

 4)

Please tell us (a) whether you have discussed with the audit committee and your independent registered public accounting firm the likelihood, in light of the errors discussed
in your letter, that there are additional errors in your financial statements for the three year period ended December 31, 2009 and (b) the substance of those discussions.

Response:

We have discussed with both the Audit Committee and PwC our conclusions pertaining to the likelihood of additional material errors in the Corporation’s consolidated
financial statements for the three year period ended December 31, 2009. As part of the Corporation’s compliance with the Sarbanes-Oxley Act of 2002, the Corporation performs and documents the inherent risks associated with its significant
accounts and identifies and tests controls that would prevent or detect material misstatement from occurring in the financial statements. These inherent risk assessments and related controls are reviewed and tested by both Corporate Audit and
PwC throughout the year. There were no material weaknesses identified or communicated to the Audit Committee from 2007 through 2009. In addition, Corporate Audit recently completed an extensive review of repurchase agreements and similar
transactions in response to a request by the banking examiners. No additional errors were identified during this review. Both the Audit Committee and PwC concurred with our conclusion that the Corporation’s existing internal control over
financial reporting operated effectively, in all material respects, for each of the three years ended December 31, 2009.

 5)

Beginning with the Form 10-Q for the quarter ended March 31, 2010, please:

 a)      Revise your accounting policy disclosure to discuss the circumstances where your
repurchase agreements and any securities lending transactions may be accounted for as sales – including repos to maturity.

 b)      Disclose the amounts of these transactions that are accounted for as a sale in the
discussion of Off-Balance Sheet Arrangements, or Contractual Obligations disclosure or other section as appropriate.

Response:

We included the following language in Note 1 to the Corporation’s consolidated financial statements on pages 9 and 10 in our Form 10-Q for the quarter ended March 31, 2010
and will include this type of language in quarterly filings during 2010 and annual filings thereafter:

 Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase (securities financing
agreements) are treated as collateralized financing transactions. These agreements are recorded at the amounts at which the securities were acquired or sold plus accrued interest, except for certain securities financing agreements that the
Corporation accounts for under the fair value option. Changes in the value of