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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.

 November 10, 2010

 Mr. Hugh West

 Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549

RE:
Bank of America Corporation

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

 Forms 10-Q
for the Quarterly Periods Ended March 31, 2010

 And June 30, 2010

File No.: 001-06523

Dear Mr. West:

 We have received and
reviewed your letter dated October 22, 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 comments and
questions raised by the Staff. We would be pleased to continue to work with the Staff in resolving any matter requiring further attention.

Form 10-Q for Quarterly Period Ended June 30, 2010

 Financial Statements

 Notes to Consolidated Financial Statements

Note 6 – Outstanding Loans and Leases, page 30

1.
We note your response to prior comment ten of our letter dated May 3, 2010. In your response, you clarified that your renegotiated loans are classified as TDRs.
However, it is not clear from your disclosure on pages 31 – 32 that your renegotiated portfolio is classified similarly. For example, on page 31 you quantify the amount of performing and nonperforming TDRs; however it does not appear that your
$14.1 billion renegotiated portfolio is included in these amounts. Please revise your future filings to clarify whether the loans in your renegotiated portfolio are classified as TDRs. To provide greater clarity around your TDR portfolio, please
also consider disclosing your TDRs in a tabular format by loan type and accrual status.

Response:
 In Note 6 to our consolidated financial statements included in our Form 10-Q for the quarterly period ended September 30, 2010, we have
specifically stated that substantially all

our renegotiated portfolio modifications are considered to be troubled debt restructurings (TDRs). In our financial statements included in filings prior to our Form 10-Q for the quarterly period
ended September 30, 2010, we have provided detailed disclosures relating to our renegotiated portfolio in accordance with Accounting Standards Codification 310-10 (FAS 114). In addition, we have specifically stated in our filings that credit
card loans, both consumer and business (among other loan types) are excluded from our nonperforming loans and leases disclosures. We will continue to review our disclosures around TDRs in future filings and consider a tabular format to disclose TDRs
by loan type and accrual status. The following are the specific disclosures included on page 31 of our Form 10-Q for the quarterly period ended September 30, 2010 (changes are underlined); we will include similar disclosures in future
filings, where appropriate.

 A loan is considered impaired when, based on current information and events, it
is probable that the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans, performing commercial TDRs and both performing
and nonperforming consumer real estate TDRs. As defined in applicable accounting guidance, impaired loans exclude smaller balance homogeneous loans that are collectively evaluated for impairment, all commercial leases and those commercial loans
accounted for under the fair value option. Purchased credit-impaired loans are reported separately and discussed beginning on page 32.

 The Corporation seeks to assist customers that are experiencing financial difficulty by renegotiating credit card, consumer lending and small business loans (the renegotiated portfolio) while ensuring
compliance with Federal Financial Institutions Examination Council (FFIEC) guidelines. Substantially all renegotiated portfolio modifications are considered to be TDRs. The renegotiated portfolio may include modifications, both short- and
long-term, of interest rates or payment amounts or a combination thereof. The Corporation makes loan modifications, primarily utilizing internal renegotiation programs via direct customer contact, that manage customers’ debt exposures held only
by the Corporation. Additionally, the Corporation makes loan modifications with consumers who have elected to work with external renegotiation agencies and these modifications provide solutions to customers’ entire unsecured debt structures.
Under both internal and external programs, customers receive reduced annual percentage rates with fixed payments that amortize loan balances over a 60-month period. Under both programs, for credit card loans, a customer’s charging privileges
are revoked.

 Note 8 – Securitizations and Other Variable Interest Entities, page 34

2.
We note your responses to comments two through five of our letter dated July 30, 2010 and the related disclosures on pages 40 – 41 related to your
representations and warranties obligations. In an effort to provide greater transparency surrounding your representations and warranties exposure, please revise your future filings to disclose the following:

a.
Provide a tabular roll-forward of your representations and warranties obligation for each period presented, with clear disclosure about the types of claimants that
are excluded from your accrual (e.g., certain monoline insurers, private label investors, and any other significant third parties not already disaggregated.);

Response:
In Note 8 to our consolidated financial statements included in our Form 10-Q for the quarterly period ended September 30, 2010, we have added a tabular
roll-forward of our representations and warranties liability for each period presented. In addition to our existing disclosures regarding certain monoline insurers, we have added additional discussion related to our lack of meaningful repurchase
experience for certain private-label securitizations. With the addition of the detailed roll-forward and added narrative, we now provide additional qualitative information regarding our repurchase experience with each of our three primary types of
counterparties: government-sponsored enterprises (GSEs), monolines, and whole loan / private-label securitization investors, including those for which we have established a liability for representations and warranties. The following table was
included on page 40 in Note 8 to our consolidated financial statements included in our Form 10-Q for the quarterly period ended September 30, 2010; we will include similar disclosure in future filings, where appropriate.

Three Months Ended September 30

Nine Months Ended September 30

 (Dollars in millions)

2010

2009

2010

2009

 Liability for representations and warranties, and corporate guarantees beginning of period

$
3,939

$
3,442

$
3,507

$
2,271

 Merrill Lynch acquisition

—

—

—

580

 Additions for new sales

6

12

22

29

 Charge-offs

(415
)

(359
)

(1,774
)

(721
)

 Provision (1)

872

455

2,647

1,336

 Other

—

20

—

75

 Liability for representations and warranties, and corporate guarantees September 30

$
4,402

$
3,570

$
4,402

$
3,570

(1)
 Recorded as representation and warranty expense in mortgage banking income.

 The following disclosures were included on page 40 in Note 8 to our consolidated financial statements included in our Form 10-Q for the quarterly period ended September 30, 2010 (changes are
underlined); we will include similar disclosure in future filings, where appropriate.

 The Corporation and its
subsidiaries have limited experience with private-label MBS repurchases as the number of recent repurchase requests received has been limited. The representations and warranties, as governed by the private-label securitizations, require that
counterparties have the ability to both assert a claim and actually prove that a loan has an actionable defect under the applicable contracts. Although it is reasonably possible that a loss may have occurred, until the Corporation and its
subsidiaries have meaningful repurchase experience with these counterparties, it is not possible to estimate future repurchase rates and any related loss or range of loss.

 A liability for representations and warranties has been established for monoline repurchase requests based upon valid identified loan defects and for repurchase requests that are in the process of review
based on historical repurchase experience with a specific monoline to the extent such experience provides a reasonable basis on which to estimate incurred losses from repurchase activity. A liability has also been established related to repurchase
requests subject to negotiation and unasserted requests to repurchase current and future defaulted loans where it is believed a more consistent repurchase experience with certain monolines has been established. For other monolines, in view of the
inherent difficulty of predicting the outcome of those repurchase requests where a valid defect has not been identified or the inherent difficulty in predicting future claim requests and the related outcome in the case of unasserted requests to
repurchase loans from the securitization trusts in which these monolines have insured all or some of

the related bonds, the Corporation cannot reasonably estimate the eventual outcome. In addition, the timing of the ultimate resolution or the eventual loss, if any, related to those repurchase
requests cannot be reasonably estimated. For the monolines, where sufficient, consistent repurchase experience has not been established, it is not possible to estimate the possible loss or a range of loss. Thus, a liability has not been established
related to repurchase requests where a valid defect has not been identified, or in the case of any unasserted requests to repurchase loans from the securitization trusts in which such monolines have insured all or some of the related bonds.

b.
Provide a sensitivity analysis that illustrates how changes in significant assumptions would impact the amount of your recognized repurchase obligation;

Response:
In the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) on page 205 of our Form 10-Q for the
quarterly period ended September 30, 2010, we have expanded our disclosures of our critical accounting estimates related to our representations and warranties to include a sensitivity analysis. We applied a simultaneous increase or decrease of
10 percent to several key assumptions used in our methodology, including estimated future defaults, loss severity, and the net repurchase rate, which resulted in an increase or decrease of approximately $800 million in our representations and
warranties liability.

 The following disclosures were included in our Form 10-Q for the quarterly period ended
September 30, 2010 (changes are underlined); we will include similar disclosure in future filings, where appropriate.

 Representations and warranties expense may vary significantly each period as the methodology used to estimate the expense continues to be refined based on the level and type of repurchase requests
presented, defects identified, the latest experience gained on repurchase requests and other relevant facts and circumstances. For those claims where we have established a representations and warranties liability as discussed on page 40 in
Note 8 – Securitizations and Other Variable Interest Entities to the Consolidated Financial Statements, an assumed simultaneous increase or decrease of 10 percent in estimated future defaults, loss severity and the net repurchase rate
would result in an increase or decrease of approximately $800 million in the representations and warranties liability as of September 30, 2010. These sensitivities are hypothetical and are intended to provide an indication of the impact of
a significant change in these key assumptions on the representations and warranties liability. In reality, changes in one assumption may result in changes in other assumptions, which may or may not counteract the sensitivity.

c.
We note that you disclose the unpaid principal balance of loans for which the monolines requested loans files for review but for which no repurchase request has been
received. If available, provide similar disclosure for GSEs and other purchasers; and

Response:
 In Note 8 to our consolidated financial statements included in our Form 10-Q for the quarterly period ended September 30. 2010, we have
added a tabular disclosure of outstanding repurchase claims by type of counterparty and by product type. In addition, in the MD&A section “Off-Balance Sheet Arrangements and Contractual Obligations”, we have expanded the discussion
regarding the current status of the outstanding repurchase requests for our three primary types of counterparties: GSEs, monoline insurers, and whole

loan sales / private-label securitization investors. For each type of counterparty, we have summarized, as applicable, the amount of repurchase requests that have been resolved, the amount of
repurchase requests that have been reviewed where it is believed a valid defect has not been identified which would constitute an actionable breach of representations and warranties, and the amount of repurchase claims that are in the process of
review.

 The following disclosures were included in the MD&A section “Off-Balance Sheet
Arrangements and Contractual Obligations” beginning on page 141 of our Form 10-Q for the quarterly period ended September 30, 2010 (changes are underlined); we will include similar disclosure in future filings, where appropriate.

 For GSEs:

 From 2004 through 2008 Bank of America and Countrywide sold approximately $1.2 trillion of loans to the GSEs. Through September 30, 2010, we have received approximately $18.0 billion in repurchase
claims associated with these vintages, representing approximately 1.5 percent of the loans sold to the GSEs in these vintages. We have successfully resolved $11.4 billion of these claims with a net loss experience of approximately 22 percent.

 For monoline insurers:

 Through September 30, 2010, legacy companies have sold approximately $180 billion of loans into these monoline-wrapped securitizations, including $75 billion of first-lien mortgages and
$105 billion of second-lien mortgages. Of these balances, approximately one-third of the first-lien mortgages and 60 percent of the second-lien mortgages have paid off as of September 30, 2010. Of the first-lien mortgages sold, we
estimate $38 billion were sold as whole loans to other institutions which subsequently included these loans with those of other originators in private-label securitization transactions in which the monolines typically insured one or more
securities. Through September 30, 2010, we have received $4.8 billion of representations and warranties claims related to the monoline insured deals and approximately $550 million of such claims were resolved through repurchase or
indemnification of the trust for the loss. At September 30, 2010, the unpaid principal balance of loans related to unresolved monoline repurchase requests was approximately $4.2 billion, including $2.7 billion that have been
reviewed where it is believed a valid defect has not been identified which would constitute an actionable breach of representations and warranties and $1.5 billion that is in the process of review.

For whole loan sales and private-label securitization investors:

Our repurchase claims experience with this category of counterparties prior to 2004 is limited and the amount of the claims asserted
is not significant. From 2004 through 2008 legacy Countrywide and to a lesser extent Bank of America, sold loans with a total principal balance of ap