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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.

   Brackets denote such omissions.

 July 1, 2011

 Ms. Suzanne Hayes

 Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549

Re:
Bank of America Corporation (the Corporation)

 Form 10-K for the year ended December 31, 2010

 Filed
February 25, 2011

 File No. 001-6523

Form 10-Q for the quarterly period ended March 31, 2011

Filed May 5, 2011

Dear Ms. Hayes:

 We have received and
reviewed your letter dated June 6, 2011. 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-K
for the Fiscal Year Ended December 31, 2010

 Risk Factors, page 8

 Adverse changes to our credit ratings from the major credit ratings agencies could have a material adverse effect on our liquidity, cash flows, competitive position…page 8

1.
In future filings, please note which credit agencies have issued a negative watch and quantify the expected impact of a one and two notch downgrade in credit
ratings.

Response:
 In the Risk Factor disclosure regarding risks related to adverse changes to our credit ratings in future filings, we will continue to disclose which
credit ratings agencies have placed our credit ratings on negative watch. We will also include a cross reference in our Risk Factors disclosure to the credit ratings section of Management’s Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) and the notes to the consolidated financial statements where we provide additional qualitative and/or quantitative disclosures regarding the known impact from a reduction in certain of our credit ratings, including
Note 4 – Derivatives to the consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 (the 2010 Form 10-K). This note provides information regarding the
additional collateral and termination payments that would be required in connection with certain over-the-counter derivatives contracts and other trading agreements as a result of a downgrade by one and two1 levels in our long-term

1 Note 4 only discusses additional collateral and
termination payments resulting from one and two notch downgrades.

credit ratings. With regard to additional quantitative impacts from a one and two notch downgrade in our credit ratings, such quantification is inherently uncertain as it would depend upon
numerous dynamic, complex and inter-related factors and assumptions, including whether downgrades to our long-term ratings precipitate downgrades to our short-term ratings and assumptions about the behavior of various customers, investors and
counterparties, whose responses to any downgrade are not certain. Accordingly, the Corporation believes that additional quantification beyond the contractual elements we currently disclose would not be meaningful to investors.

 Mortgage and Housing Market-Related Risk, page 9

2.
We note your statements on page 81 relating to the total debt restructurings that were non-performing as of December 31, 2010. Please discuss the
non-performance and delinquency rates related to loan modifications and TDRs and the impact they are likely to have on your operations. To the extent any of the modifications are re-modifications, please include this information in the discussion.
If you do not believe nonperformance or delinquency following modification or restructuring presents a significant risk, please tell us the basis for your belief.

Response:
As discussed on page 81 of the 2010 Form 10-K, loan modifications are generally considered troubled debt restructurings (TDRs). Substantially all (approximately
98 percent) of our loan modifications were determined to be TDRs during the year ended December 31, 2010. The remaining modifications that are not TDRs are deemed insignificant and thus are not discussed herein. We currently provide extensive
disclosures regarding TDRs on pages 81-82 in our 2010 Form 10-K, including the balances of performing, nonperforming and collateral dependent TDRs by loan type (residential mortgage, home equity, discontinued real estate TDRs). The performance of
loan modifications and TDRs are already reflected within the overall credit statistics related to our consumer portfolios (residential mortgage, home equity and discontinued real estate portfolios).

On a supplemental basis, we provide the Staff with the following information regarding accruing and non-accruing TDRs as well as the
re-modification balances (which represent 4 percent of total TDRs) by product and vintage below.

December 31, 2010

Residential

Home Equity

Discontinued Real Estate

(Dollars in millions)

Accruing

Non-Accruing

Total

Accruing

Non-Accruing

Total

Accruing

Non-Accruing

Total

 Vintage

 Pre 2009

$
303

$
93

$
396

$
63

$
36

$
99

$
9

$
4

$
13

 1Q 09

906

461

1,367

126

63

189

114

114

228

 2Q 09

1,425

579

2,004

343

149

492

15

20

35

 3Q 09

1,200

353

1,553

178

71

249

14

13

27

 4Q 09

723

201

924

176

53

229

18

12

30

 1Q 10

905

304

1,209

141

63

204

7

11

18

 2Q 10

1,033

425

1,458

92

58

150

8

19

27

 3Q 10

941

410

1,351

18

34

52

1

7

8

 4Q 10

1,055

471

1,526

46

12

58

2

6

8

 Total

$
8,491

$
3,297

$
11,788

$
1,183

$
539

$
1,722

$
188

$
206

$
394

 Modifications

11,343

1,617

374

 Re-modifications (1)

445

105

20

 Total

$
11,788

$
1,722

$
394

(1)      Re-modifications were tracked
beginning in January 2009.

 As discussed on page 146 of the 2010 Form 10-K, TDRs are reviewed in accordance with applicable
accounting guidance. If necessary, a reserve is established if they are deemed to be impaired. The amount of impairment is primarily determined based on the net present value of payments expected to be received, discounted at the loans’
original effective contractual interest rate. For TDRs that are deemed to be solely dependent on the collateral for repayment (collateral dependent), the estimated fair value of the TDR is the collateral less estimated costs to sell. If the recorded
investment in the TDR exceeds this amount, a specific allowance is established as a component of the allowance for

loan and lease losses unless they are consumer real estate loans that are solely dependent on the collateral for repayment, in which case the initial amount that exceeds the fair value of the
collateral is charged off as of the modification date.

 The underlying models used to determine the net present value predict
cash flows associated with scheduled payments, prepayments, defaults, and losses given default. Therefore, we believe the impact of non-performance and delinquencies are properly accounted for within our TDR reserves. Additionally, as discussed in
our complex accounting estimates on page 107 of the 2010 Form 10-K, we provided investors with a sensitivity analysis as of December 31, 2010 where we decreased the discounted cash flows by one percent on these TDRs in combination with a one
percent increase in the loss rates on loans collectively evaluated for impairment in our home loans portfolio segment excluding purchased credit impaired (PCI) loans. Based on this sensitively analysis, no significant risk was deemed associated with
the TDR reserves.

 We do not believe the potential losses from such modified or restructured loans in excess of what has
already been reserved for through the allowance for loan and lease losses will be material to our results of operations or that additional risk factor disclosure related to loan modifications and TDRs is necessary. However, similar to the risk
factor disclosure regarding credit risk, in the risk factor disclosure regarding mortgage and housing market-related risks in future filings, we will also include a cross reference to the discussion of our credit risk and credit risk management
policies and procedures in the MD&A.

3.
Please include a risk factor discussion addressing the possible losses due to the rapid amortization of the home equity securitization trusts. We note your statement
in footnote 8 to the financial statements that the maximum funding obligation attributable to rapid amortization cannot be calculated as a home equity borrower has the ability to pay down and redraw balances.

Response:
As disclosed in Note 8 – Securitizations and Other Variable Interest Entities to the consolidated financial statements included in the 2010 Form
10-K, the Corporation evaluates each of the home equity securitizations for which the Corporation has an obligation to provide subordinate advances that have entered rapid amortization for potential losses due to non-recoverable advances by
estimating the amount and timing of future losses on the underlying loans, the excess spread available to cover such losses and potential cash flow shortfalls during rapid amortization. The charges that will ultimately be recorded as a result of the
rapid amortization events depend on the performance of the loans, the amount of subsequent draws and the timing of related cash flows. At December 31, 2010 and 2009, the reserve for losses on expected future draw obligations on the home equity loan
securitizations in or expected to be in rapid amortization was $131 million and $178 million, respectively.

 As discussed above, a key factor in evaluating the potential losses due to non-recoverable advances is the amount of subsequent draws. While we cannot calculate the maximum funding obligation attributable
to rapid amortization because a home equity borrower has the ability to pay down and re-draw balances, this exposure is tied to available credit on the home equity lines. At December 31, 2010, home equity loan securitization transactions in
rapid amortization, including both consolidated and unconsolidated trusts, had $12.5 billion of trust certificates outstanding and the collateral underlying the transactions was $13.1 billion of home equity lines of credit with unpaid principal
balances of $12.4 billion. At December 31, 2010, undrawn available credit was $639 million, which represented approximately five percent of the home equity lines included in the securitization trusts in rapid amortization. As a result, we do
not believe possible losses due to the rapid amortization of home equity securitization trusts will have a significant impact on our business, operations or financial condition. Accordingly, in our judgment the risks associated with these
transactions do not warrant Risk Factor disclosure.

 In future filings, beginning with our Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2011, we will consider additional disclosures in our securitizations and other variable interest entities footnote regarding possible losses due to rapid amortization of home equity securitization trusts.

4.
We note your disclosure regarding the December 31, 2010 agreements you reached with Freddie Mac and Fannie Mae to resolve repurchase claims involving first-lien
residential mortgage loans sold directly to them by entities related to legacy Countrywide. It does not appear that those agreements have been filed with us. Please file the agreements or, if you do not believe you are required to do so, provide us
with a detailed analysis supporting your conclusion.

Response:
The Corporation believes that the December 31, 2010 agreements (the GSE Agreements) with Fannie Mae and Freddie Mac (collectively, the GSEs) are not
material definitive agreements that are required to be disclosed under Item 1.01 of Form 8-K or material contracts required to be filed as exhibits under Item 601(b)(10) of Regulation S-K. Accordingly, we disclosed information
related to the GSE Agreements under Item 8.01 (Other Events) of our Current Report on Form 8-K filed on January 3, 2011 (the January 3, 2011 8-K) and have not filed the GSE Agreements as exhibits.

As disclosed in the January 3, 2011 8-K, the agreement with Freddie Mac extinguishes all outstanding and potential mortgage
repurchase and make-whole claims arising out of any alleged breaches of selling representations and warranties related to loans sold by legacy Countrywide to Freddie Mac through 2008 (787,000 loans with a total unpaid principal balance of $127
billion), subject to certain exceptions, which the Corporation does not believe will be material. The agreement provides for a cash payment to Freddie Mac of $1.28 billion, which was made on December 31, 2010. The agreement with Fannie Mae
substantially resolves the existing pipeline of repurchase and make-whole claims outstanding as of September 20, 2010 arising out of alleged breaches of selling representations and warranties related to loans sold by legacy Countrywide to
Fannie Mae. The agreement provides for a net cash payment to Fannie Mae of $1.34 billion, which was made on December 31, 2010, after applying certain credits to the agreed-upon amount of $1.52 billion. The Fannie Mae agreement extinguishes all
outstanding and potential selling representations and warranties claims on 12,045 legacy Countrywide loans (approximately $2.7 billion of unpaid principal balance). The agreement also resolves specific outstanding repurchase or make-whole claims, or
extends the cure period for missing documentation-related claims, on an additional 5,760 legacy Countrywide loans (approximately $1.3 billion of unpaid principal balance).

 The Corporation believes that it is not required to file the GSE Agreements under Item 1.01, as (i) each of the agreements reflect the kind of business ordinarily conducted by the Corporation
and were made in the ordinary course of the Corporation’s business and (ii) none of the agreements constitutes a material contract upon which the Corporation is “substantially dependent” as discussed in
Item 601(b)(10)(ii)(B) of Regulation S-K. The GSE Agreements also do not fall within any of the other categories of contracts identified in Item 601(b)(10)(ii) that require a contract made in the ordinary course of business to be filed.

 The GSE Agreements should be viewed as having been in the ordinary course of the Corporation’s business. The GSE
Agreements resolve outstanding commercial disputes for payment of a sum of money, which represent a type of agreement common to the Corporation’s operations. Entry of an agreement to resolve commercial disputes is a frequent activity for a
business of the Corporation’s size and complexity and should be contrasted with activities like a significant merger or acquisition or disposition that might not be in the ordinary course of the Corporation’s business. The GSE Agreements
also dealt specifically with matters (sales of mortgage loans and the resolution of repurchase claims) that are part of the Corporation’s regular business activities. Moreover, the Corporation is not “substantially dependent” on the
GSE Agreements. Item 601 (b)(10)(ii)(B) identifies the kinds of agreements upon which a registrant’s business might substantially depend. Specifically, Item 601 (b)(10)(ii)(B) lists: “continuing contracts to sell the major part
of a registrant’s

products or services or to purchase the major part of a registrant’s requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent, formula,
trade secret, process or trade name upon which registrant’s business depends to a material extent.” These types of contracts all involve a high level of dependence by a corporation on an agreement for the continued operations of its
business. Unl