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Correspondence Filing

 June 7, 2010

Kathryn McHale

 Senior Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-4561

RE:
Bank of America Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 26, 2010

File No.: 001-06523

 Dear
Ms. McHale,

 We have received and reviewed your letter dated May 3, 2010 regarding the above-referenced filing by Bank of America
Corporation (“Corporation”). 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, 2009

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

Credit Risk Management, page 54

1)
We note your disclosure that certain short-term mortgage loan modifications where you expect to collect full contractual principal and interest are not considered
troubled debt restructurings. Please provide us with the following as it relates to these loan modifications:

a)
Describe the key features of these short-term modification programs, including a description of the significant terms modified and the typical length of each of the
modified term;

Response:
 We currently offer various short-term mortgage loan modification programs to assist borrowers who are experiencing temporary financial
difficulties, including capitalization of interest and payment extension of up to 90 days. The short-term mortgage modification programs result in an insignificant change to the contractual principal and interest under the terms of the original loan
agreement. Specifically, there is a change in the timing of the collection of the contractual amounts due that results in an insignificant change in the overall yield compared to yield based on the original contractual terms of the loan. Our

current accounting policy states that if these short-term modifications are up to 90 days, they do not result in troubled debt restructurings (“TDRs”), and if they are greater than 90
days, they are assessed to determine whether they result in TDRs. We believe this treatment is consistent with ASC 310-10-35-17 (SFAS 114, paragraph 8), which states that “an insignificant delay or insignificant shortfall in amount of payments
does not require application of this guidance. A loan is not impaired during a period of delay in payment if the creditor expects to collect all amounts due including interest accrued at the contractual interest rate for the period of delay.”
In addition, this treatment is consistent with the current guidance of the Office of the Comptroller of the Currency (“OCC”) as summarized in the OCC’s CNBE Policy Guidance 2010-01 entitled Policy Interpretation – Supervisory
Memorandum 2009-7 dated February 23, 2010. Consistent with industry practice, we believe that using 90 days is reasonable for purposes of defining “insignificant delay”.

b)
Explain in further detail how the terms are modified under the programs, yet you still expect to collect full contractual principal and interest on the loans. As
part of your response, please confirm that your disclosure refers to your ability to collect the full contractual principal and interest on the original terms of the modified loan;

Response:
We confirm that our disclosure refers to our ability to collect the full contractual principal and interest on the original terms of the modified loan
acknowledging the insignificant change as discussed in our response to comment 1(a) above and as demonstrated in the examples below.

The following are the types of short-term mortgage modification programs we currently offer (a borrower can be offered one or more of
these modification types) along with specific examples of the qualitative analysis of the insignificant delay or shortfall of total amounts due:

•

 Capitalization of interest: Capitalization of not more than 90 days of past due interest with no change to the rate or term of the loan. The
capitalized interest is added to the remaining principal and interest payments and is spread out over the remaining life of the loan. The following is an example of a loan with a capitalized interest modification where three months of interest were
capitalized and added to the monthly payments of the modified loan over the remaining term of the loan. The monthly payments increase from $2,388 under the original terms to $2,440 under the modified loan. The example summarizes the key terms of the
original and modified loan and shows the insignificant change in yield from the original loan terms:

Example: Capitalization

Original
Loan

Modified
Loan

 Original Loan Balance

$
350,000

$
350,000

 Balance at time of modification

$
339,729

$
346,557

 Term in months

360

360

 Interest rate

7.25
%

7.25
%

 Monthly payment

$
2,388

$
2,440

 Yield

7.250
%

7.249
%

 % change in yield

(0.01
)%

•

 Extension: Payments are not made for up to 90 days, however the missed payments are added to the end of the term of the loan by extending the term by
the same period of time. The unpaid principal balance (“UPB”) and interest rate are not changed. The following is an example of an extension modification where the borrower does not make three monthly payments which are then added to the
end of the term of the loan, thus extending the term from 360 months to 363 months. The example summarizes the key terms of the original and modified loan and shows the insignificant change in yield from the original loan terms:

 Example: Extension

Original

Modified

Loan

Loan

 Original Loan Balance

$
350,000

$
350,000

 Term in months

360

363

 Interest rate

7.25
%

7.25
%

 Monthly payment

$
2,388

$
2,388

 Yield

7.250
%

7.018
%

 % change in yield

(3.20
)%

c)
Describe the scenarios where you would use these short-term loan modifications as opposed to the longer-term modifications made under the Making Home Affordable
Programs, or other company-created programs;

Response:
Short-term modifications are limited to situations where the borrower is experiencing temporary financial difficulties, including but not limited to unexpected
medical or other expenses, temporary loss of job, or change in family circumstances. We evaluate the facts and circumstances for individual borrowers to determine which, if any, short-term mortgage modification program will provide the optimal
outcome for both the borrower and the Corporation. Under these scenarios, the short-term modification programs are generally viewed as the better alternative than longer-term modification programs, including those under the Making Home Affordable
Programs.

d)
Discuss the success rates of these short-term modification programs, and provide a discussion of whether these short-term modifications often result in more
permanent or longer-term modifications being made in the future for these loans;

Response:
During 2009, we completed $1.1 billion of short-term mortgage modifications of loans held in our held for investment (“HFI”) portfolio, excluding
purchased credit-impaired loans. As of December 31, 2009, $207 million of the $1.1 billion of short-term mortgage modifications were no longer on our balance sheet, primarily due to borrower payments, loan sales or foreclosures. Of the
remaining $850 million, $515 million (61%) were current, $155 million (18%) were less than 90 days past due and $180 million (21%) were greater than 90 days past due and therefore classified as nonaccrual. If a short-term modification
is modified into a long-term modification, the modification would be assessed as to whether it qualifies as a TDR. Approximately $20 million of these loans that had short-term modifications were subsequently modified into longer-term modifications
during 2009 and were included in our TDR disclosures in our Form 10-K for the year ended December 31, 2009.

e)
Quantify the amounts of loans that have been modified using this type of workout strategy in each period presented. Clarify whether these short-term modifications
are only made on mortgage loans or various types of loans;

Response:
We completed 260,000 mortgage modifications during 2009 of which approximately 76,000 were modifications of loans held in our loan portfolios. The UPB of the
owned loans modified was $14.1 billion. Of this amount, loans with a book value of $4.4 billion were modified in our short-term mortgage modification programs, including $3.1 billion of purchased credit-impaired loans, $1.1 billion in modifications
of loans in our HFI loan portfolio, and approximately $0.2 billion of modifications for borrowers that were not troubled or were classified as loans held for sale. The purchased credit-impaired loans are included in our purchased credit-impaired
pools and accounted for under ASC 310-30 (SOP 03-3). In 2008, we completed 48,000 modifications of loans held in our loan portfolios with a UPB of $5.6 billion. Of this amount, loans with a UPB of $4.4 billion were modified in our short-term
mortgage modification programs, including $3.7 billion in modifications of loans in our HFI loan portfolio, and approximately $0.7 billion of purchased credit-impaired loans.

In addition to the short-term mortgage modifications discussed above, we also provide modifications of loans in our dealer financial
services (“DFS”) portfolio, which includes automotive, marine and recreational vehicle loans. The majority of these DFS modifications have been short-term in nature. More specifically, they were extensions of the payments up to a maximum
of 90 days where the payments are deferred until the end of the term of the loan. Similar to the short-term mortgage modification programs, we do not classify these DFS modifications as TDRs due to their short-term nature, the insignificant delay in
or shortfall of the amounts collected, and the fact that we expect collection of the full contractual principal and interest. During 2009 and 2008, we completed approximately 33,200 and 49,200 extensions of DFS loans with a UPB of $763 million and
$1.0 billion, respectively.

 During 2009 we also completed other DFS modifications where the modification period was greater
than 90 days, up to a maximum of 12 months. We did not offer these modifications prior to 2009. We completed approximately 1,100 such modifications in 2009 with a UPB of $49 million.

Under certain circumstances, modifications may be made to credit card and consumer lending loans, as further described in our response to comment 10.

f)
Provide additional analysis supporting your conclusion that these short-term modifications should not be classified as troubled debt restructurings;

Response:
As shown in the examples included in our response to comment 1(b) above, the short-term modification programs described above are not classified as TDRs as they
represent insignificant delays or insignificant shortfalls in the payments due to the short-term period that the modifications are in place. In addition, we expect to collect the full contractual principal and interest on these loans as no
concession is granted to the borrowers with respect to the contractual repayment amount.

g)
Tell us how the loans are classified (performing vs. non-performing) and whether they continue to accrue interest; and

Response:
The loans modified under the short-term mortgage modification programs are placed on non-accrual status and reported as nonperforming loans at 90 days past due.
Loans with a capitalization of interest or an extension modification are reclassified as current as a result of the short-term modification consistent with regulatory requirements and industry practice. Delinquency tracking restarts with the
reclassification to current status.

 The loans modified under the short-term DFS modification programs are not
placed on nonaccrual status and therefore are not reported as nonperforming loans in accordance with our policy on consumer loans secured by personal property, as appropriate. These loans are charged off no later than the end of the month in which
the account becomes 120 days past due. Loans modified under the DFS programs are reclassified as current as a result of the short-term modification consistent with regulatory requirements and industry practice. Delinquency tracking restarts with the
reclassification to current status.

h)
Describe whether these loans are included in your ASC 450-20 (SFAS 5) or ASC 310-10 (SFAS 114) impairment analysis.

Response:
Loans modified under the short-term modification programs described above are not considered TDRs, and therefore we do not perform an impairment analysis for
these loans under ASC 310-10 (SFAS 114). This treatment is in accordance with the accounting guidance in ASC 310-10-35-13 which excludes large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment from the
impairment measurement guidance in ASC 310-10 (SFAS 114). The loans modified under the short-term modification programs are included in our ASC 450-20 (SFAS 5) impairment analysis performed for homogeneous loan portfolios based on aggregated
portfolio segment evaluations generally by product type.

 Commercial Portfolio Credit Risk Management

Commercial Credit Portfolio – Commercial Real Estate, page 67

2)
We note that your loan portfolio includes $69.4 billion of commercial real estate loans which are made primarily to public and private developers, homebuilders and
commercial real estate firms. Given the relatively high level of credit risk typically associated with these types of lending products, please tell us and consider revising future filings to disclose the following information to the extent that you
have a significant amount of construction loans with interest reserves:

Response:
Given the size of our construction loan portfolio, we will revise future filings, beginning with our Form 10-Q for the three months ended June 30, 2010, to
disclose the funded amount of construction loans and the amount of construction loans that are classified as nonperforming. We do not believe that disclosure in our filings of the additional information detailed below is required due to the
relatively small amount of nonperforming construction loans with capitalized interest.

a)
The amount of interest reserves recognized during the periods presented, the amount of capitalized interest recorded in your loan portfolio, and the amount of these
loans that are non-performing;

Response:
At December 31, 2009 and 2008, the Corporation had $27.4 billion and $30.1 billion of funded construction loans. We recognized $695 million and $1.4 billion
of interest income on this portfolio during 2009 and 2008, some of which reflects the utilization of interest reserves. Substantially all construction loans have interest reserves at inception. As construction is completed and the property is put
into service, the reserves are depleted and interest begins to be paid from operating cash flows. Nonperforming construction loans totaled $5.1 billion and $3.1 billion on December 31, 2009 and 2008. We do not recognize interest income on
nonperforming loans regardless of the existence of an interest reserve.

 Although the amount of capitalized
interest is calculated on a monthly basis for each individual loan, we do not maintain electronic records of the cumulative amount of interest capitalized for each loan or for the construction loan portfolio as a whole. We recently performed a
review of commercial real estate (“CRE”) facilities with committed balances greater than $10 million as of March 31, 2010. From this population, we identified $8.8 billion of facilities that currently have remaining unutilized
interest reserves, which total $616 million. T