SecProbe.io

CORRESP
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 CORRESP

 BANK OF AMERICA CORPORATION
 Bank of America Corporate Center
 100 North Tryon Street Charlotte,
North Carolina 28255 December 5, 2025 VIA EDGAR
 Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-010 Attention: Robert Arzonetti

 Re:
 Bank of America Corporation
 BofA Finance LLC
 Registration Statement on Form S-3 (File
 Nos. 333-290665 and 333-290665-01)
 Request for Acceleration of Effectiveness
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended, Bank of America Corporation and BofA Finance LLC (together, the “ Registrants ”), hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File Nos. 333-290665 and 333-290665-01) (the “ Registration Statement ”)
so that it will become effective at 1:00 p.m., New York City time, on December 8, 2025, or as soon thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been
finally determined. Please contact Barlow T. Mann at (704) 373-8952 or Elizabeth G. Wren at (704) 343-2319, of McGuireWoods LLP, counsel to the Registrants, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this
matter. [Signature Page Follows]

 Very truly yours,

 BANK OF AMERICA CORPORATION

 By:

 /s/ Vincent Lichtenberger

 Name:

 Vincent Lichtenberger

 Title:

 Associate General Counsel

 BofA FINANCE LLC

 By:

 /s/ Min Zhang

 Name:

 Min Zhang

 Title:

 Vice President
 [BANK OF AMERICA CORPORATION AND BOFA FINANCE LLC REQUEST FOR
 ACCELERATION OF EFFECTIVENESS – SIGNATURE PAGE]

CORRESP
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CORRESP

 BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 March 25, 2024

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-010

 Attention: Robert Arzonetti, Division of Corporation Finance

Re:
 Bank of America Corporation

Registration Statement on Form S-3 (File
No. 333-277673)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Bank of America Corporation, BAC Capital Trust XIII, BAC Capital Trust XIV and BAC Capital Trust XV (the “Registrants”), hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (No. 333-277673) (the “Registration Statement”) so that it will become effective at 9:00 a.m., New York City time, on
March 28, 2024, or as soon thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been finally determined.

Please contact Elizabeth H. Jones at (704) 373-8847 or Elizabeth G. Wren at (704) 343-2319, of McGuireWoods LLP, counsel to the Registrants,
as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

Very truly yours,

BANK OF AMERICA CORPORATION

By:

 /s/ Vincent Lichtenberger

Name:

Vincent Lichtenberger

Title:

Associate General Counsel

BAC CAPITAL TRUST XIII

BAC CAPITAL TRUST XIV

BAC CAPITAL TRUST XV

By:

 /s/ Karim Kajani

Name:

Karim Kajani

Title:

Regular Trustee

By:

 /s/ Min Zhang

Name:

Min Zhang

Title:

Regular Trustee

 [BANK OF AMERICA CORPORATION REQUEST FOR

ACCELERATION OF EFFECTIVENESS – SIGNATURE PAGE]

United States securities and exchange commission logo
March 12, 2024
Ross E. Jeffries
Deputy General Counsel
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Re:Bank of America Corporation
Registration Statement on Form S-3
Filed March 5, 2024
File No. 333-277673
Dear Ross E. Jeffries:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elizabeth Jones

CORRESP
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Acceleration Request

 BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 December 28, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-010

 Attention: John Stickel and Robert Arzonetti

Re:
 Bank of America Corporation

BofA Finance LLC

Registration Statement on Form S-3 (File
No. 333-268718)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, Bank of America Corporation and BofA Finance LLC (together, the “Registrants”), hereby request acceleration of the effective date of the Registration Statement on Form
S-3 (No. 333-268718) (the “Registration Statement”) so that it will become effective at 9:00 a.m., New York City time, on December 30, 2022, or as soon
thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been finally determined.

Please contact Elizabeth H. Jones at (704) 373-8847 or Elizabeth G. Wren at (704)
343-2319, of McGuireWoods LLP, counsel to the Registrants, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

Very truly yours,

BANK OF AMERICA CORPORATION

By:

/s/ Vincent Lichtenberger

Name:

Vincent Lichtenberger

Title:

Associate General Counsel

BofA FINANCE LLC

By:

/s/ Min Zhang

Name:

Min Zhang

Title:

Vice President

 [BANK OF AMERICA CORPORATION AND BOFA FINANCE LLC REQUEST FOR

ACCELERATION OF EFFECTIVENESS – SIGNATURE PAGE]

United States securities and exchange commission logo
December 19, 2022
Ross E. Jeffries, Jr.
Deputy General Counsel
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Re:Bank of America Corporation
Registration Statement on Form S-3
Filed December 8, 2022
File No. 333-268718
Dear Ross E. Jeffries, Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elizabeth H. Jones, Esq.

United States securities and exchange commission logo
May 27, 2022
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC 28255
Re:Bank of America Corp /DE/
Form 10-K for the fiscal period ending December 31, 2021
Filed February 22, 2022
File No. 001-06523
Dear Mr. Moynihan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Document

May 24, 2022

VIA EDGAR

Ms. Michelle Miller

Mr. Dave Irving

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:      Bank of America Corp /DE/

    Form 10-K for the fiscal period ending December 31, 2021

    Filed February 22, 2022

    File No. 001-06523

Dear Ms. Miller and Mr. Irving:

We are writing in response to the Securities and Exchange Commission staff’s (the Staff) letter dated May 12, 2022 related to Bank of America Corporation’s (the Corporation) Annual Report on Form 10-K for the fiscal period ending December 31, 2021 (the Form 10-K).  For ease of reference, the text of the Staff’s comment is set forth in bold below, followed by the Corporation’s response.

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

Financial Highlights - Income Tax Expense, page 29

1.Please tell us, and revise future filings, to disclose in greater detail the nature of each significant reconciling item per the guidance in ASC 740-10-50-12, including the $3.8 billion affordable housing/energy/other credit and the $2.1 billion tax law changes credit in 2021.

Specifically, and for each significant reconciling item, please consider the following:

•How and when these items were originated;

•Significant changes to these items from period-to-period and the reasons why;

•Any unique features of each noted material reconciling item; and

•Also, please disaggregate by count[r]y/subsector to the extent necessary.

The Corporation confirms that in future annual filings, beginning with the Annual Report on Form 10-K for the fiscal period ending December 31, 2022, the Corporation will include enhanced disclosures in the notes to its financial statements regarding the amount and nature of each significant reconciling item in the Income Taxes note per the guidance in ASC 740-10-50-12.  The responses below for each significant reconciling item will be incorporated into these disclosures, to the extent applicable.

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

May 24, 2022

Page 2

a.Affordable housing/energy/other credits of $(3,795) million1

•How and when these items were originated;

The origination of these tax credits arise from environmental, social and governance (ESG) investments in affordable housing and renewable energy partnerships and similar entities.  These are important investments with customers that align with the Corporation’s responsible growth strategy to address global sustainability challenges.  As an investor, the tax credits associated with the investments in these entities are allocated to the Corporation, as provided by the U.S. Internal Revenue Code and related regulations, and are recognized as income tax benefits in the Corporation’s consolidated income statement when they are earned, which varies based on the type of investments.  For example, $1.3 billion of the $3.8 billion of tax credits relates to affordable housing units where the tax credits of these investments are recognized ratably over 10 years from the date the housing units are placed in service.  The remaining $2.5 billion of tax credits relates to energy investments.  For these energy investments, the tax credits associated with wind energy are recognized as power is generated, generally up to 10 years, beginning on the date the facilities are placed in service while the tax credits for solar energy are recognized in the year the facilities are placed in service.  Therefore, the volume and types of investments held by the Corporation will influence the amount of tax credits recognized each period.

•Significant changes to these items from period-to-period and the reasons why;

Significant increases in the Corporation’s affordable housing/energy/other tax credits recognized over the last three annual periods have been driven primarily by the Corporation’s continued growth in the volume of investments in wind and solar energy production facilities consistent with the Corporation’s commitment to support the transition to a lower carbon economy.  For example, the reconciling amount for the Corporation’s affordable housing/energy/other tax credits increased to $3.8 billion for the year ended December 31, 2021 compared to $2.9 billion for the year ended December 31, 2020,1 which was driven by a related increase in investments of these types over the same period.

•Any unique features of each noted material reconciling item; and

The Corporation does not believe there are any unique features to the tax credits, other than as described above.

•Also, please disaggregate by country/subsector to the extent necessary.

These tax credits arise under U.S. Federal income tax law.

b.Tax law changes credits of $(2,050) million1

•How and when these items were originated;

This reconciling item arose from a U.K. tax law change, as described on page 29 of the Form 10-K in Financial Highlights - Income Tax Expense of Management's Discussion and Analysis of Financial Condition and Results of Operations, and its impact on previously recognized deferred tax assets arising primarily from net operating losses (NOLs) that were incurred by the Corporation’s U.K. broker-dealer entity in historical periods.  These NOLs do not expire under U.K. tax law and are assessed regularly for impairment pursuant to ASC 740-10-45-21.

1 See the Reconciliation of Income Tax Expense table on page 149 of the Form 10-K.

2

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

May 24, 2022

Page 3

•Significant changes to these items from period-to-period and the reasons why;

Significant changes to the carrying value of the deferred tax assets were primarily due to enacted U.K. tax law changes, as described above.

•Any unique features of each noted material reconciling item; and

The Corporation does not believe there are any unique features to highlight for this reconciling item.

•Also, please disaggregate by country/subsector to the extent necessary.

As previously noted, these deferred tax assets pertain to U.K. NOLs.

The Corporation has reviewed the responses with its independent registered public accounting firm, PricewaterhouseCoopers LLP.

If the Staff has further questions or requires additional clarifying information, please call Chris Ackerlund, Accounting Policy Executive, at (980) 386-3025, Michael Tovey, Corporate Controller, at (980) 387-6061 or me at (980) 388-4979.

Sincerely,

/s/ Rudolf A. Bless

Rudolf A. Bless

Chief Accounting Officer

Bank of America Corporation

cc:  Alastair Borthwick, Chief Financial Officer

 Lauren Mogensen, Global General Counsel

 Lisa Sawicki, Partner, PricewaterhouseCoopers LLP

3

United States securities and exchange commission logo
May 12, 2022
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC 28255
Re:Bank of America Corp /DE/
Form 10-K for the fiscal period ending December 31, 2021
Filed February 22, 2022
File No. 001-06523
Dear Mr. Moynihan:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
             After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal period ending December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Highlights
Income Tax Expense, page 29
1.Please tell us, and revise future filings, to disclose in greater detail the nature of each
significant reconciling item per the guidance in ASC 740-10-50-12, including the $3.8
billion affordable housing/energy/other credit and the $2.1 billion tax law changes credit
in 2021.

Specifically, and for each significant reconciling item, please consider the following:
•How and when these items were originated;
•Significant changes to these items from period-to-period and the reasons why;
•Any unique features of each noted material reconciling item; and
•Also, please disaggregate by county/subsector to the extent necessary.

 FirstName LastNameBrian T. Moynihan
 Comapany NameBank of America Corporation
 May 12, 2022 Page 2
 FirstName LastName
Brian T. Moynihan
Bank of America Corporation
May 12, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Michelle Miller at 202-551-3368 or Dave Irving at 202-551-3321 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 August 2, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-010

 Attention:   Jessica Livingston, Division of Corporation Finance, Staff Attorney

Re:    Bank of America Corporation

Registration Statement on Form S-3 (File
No. 333-257399)

 Request for Acceleration of Effectiveness

Ladies and Gentleman:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Bank of America Corporation, BAC Capital Trust XIII, BAC Capital Trust XIV and BAC Capital Trust XV (the “Registrants”), hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (No. 333-257399) (the “Registration Statement”) so that it will become effective at 9:00 a.m., New York City time, on
August 4, 2021, or as soon thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been finally determined.

Please contact Elizabeth G. Wren at (704) 343-2319 or Barlow T. Mann at (704) 373-8952, of McGuireWoods LLP, counsel to the Registrants, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

Very truly yours,

BANK OF AMERICA CORPORATION

By:

 /s/ Vincent Lichtenberger

Name:

Vincent Lichtenberger

Title:

Associate General Counsel

BAC CAPITAL TRUST XIII

BAC CAPITAL TRUST XIV

BAC CAPITAL TRUST XV

By:

 /s/ Karim Kajani

Name:

Karim Kajani

Title:

Regular Trustee

By:

 /s/ Min Zhang

Name:

Min Zhang

Title:

Regular Trustee

 [BANK OF AMERICA CORPORATION REQUEST FOR

ACCELERATION OF EFFECTIVENESS – SIGNATURE PAGE]

United States securities and exchange commission logo
July 1, 2021
Ross E. Jeffries, Jr.
Deputy General Counsel and Corporate Secretary
BANK OF AMERICA CORP /DE/
100 North Tryon Street
Charlotte, North Carolina 28255
Re:BANK OF AMERICA CORP /DE/
Registration Statement on Form S-3
Filed June 25, 2021
File No. 333-257399
Dear Mr. Jeffries:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 BofA FINANCE LLC

BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 December 30, 2019

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-010

 Attention: Mr. Eric Envall

Re:
 BofA Finance LLC

Bank of America Corporation

Registration Statement on Form S-3 (File
No. 333-234425)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, BofA Finance LLC and Bank of America Corporation (together, the “Registrants”) hereby request acceleration of the effective date of the Registration Statement on Form S-3 (No. 333-234425) (the “Registration Statement”) so that it will become effective at 10:00 a.m., New York City time, on December 31, 2019, or as soon
thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been finally determined.

Please contact Barlow T. Mann at (704) 373-8952 or Elizabeth H. Jones at (704) 373-8847, of McGuireWoods LLP, counsel to the Registrants, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

 Very truly yours,

BANK OF AMERICA CORPORATION

By:       /s/ Ross E. Jeffries,
Jr.

Name:

Ross E. Jeffries, Jr.

 Title:

 Deputy General Counsel and

 Corporate
Secretary

BofA FINANCE LLC

By:       /s/
John M. Carpenter

Name:

John M. Carpenter

Title:

President and Manager

 [BofA FINANCE LLC AND BANK OF AMERICA CORPORATION

REQUEST FOR ACCELERATION OF EFFECTIVENESS – SIGNATURE PAGE]

November 12, 2019
Ross E. Jeffries, Jr.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Re:Bank of America Corporation
BofA Finance LLC
Registration Statement on Form S-3
Filed November 1, 2019
File No. 333-234425
Dear Mr. Jeffries:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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CORRESP

 BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 June 27, 2018

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-010

 Attention:        Era Anagnosti, Legal Branch Chief, Office of
Financial Services

                        Jessica
Livingston, Staff Attorney

 Re:    Bank of America Corporation

     Registration Statement on Form S-3 (File
No. 333-224523)

      Request for Acceleration of Effectiveness

 Ladies and Gentleman:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, Bank of America Corporation, BAC Capital Trust XIII, BAC Capital Trust XIV, BAC Capital Trust XV and Merrill Lynch Capital Trust I (the “Registrants”), hereby request acceleration of
the effective date of the Registration Statement on Form S-3 (No. 333-224523) (the “Registration Statement”) so that it will become effective at 9:00 a.m., New
York City time, on June 29, 2019, or as soon thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been finally determined.

Please contact Richard W. Viola at (704) 343-2149 or Elizabeth G. Wren at (704) 343-2319, of McGuireWoods LLP, counsel to the Registrants, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

BANK OF AMERICA CORPORATION

By:

 /s/ Vincent Lichtenberger

Name:

Vincent Lichtenberger

Title:

Associate General Counsel

 Securities and Exchange Commission

June 27, 2018

  Page
 2

BAC CAPITAL TRUST XIII

BAC CAPITAL TRUST XIV

BAC CAPITAL TRUST XV

By:

 /s/ Shannon Lilly

Name:

Shannon Lilly

Title:

Regular Trustee

By:

 /s/ Julia Yoffee

Name:

Julia Yoffee

Title:

Regular Trustee

MERRILL LYNCH CAPITAL TRUST I

By:

 /s/ Shannon Lilly

Name:

Shannon Lilly

Title:

Administrative Trustee

By:

 /s/ Julia Yoffee

Name:

Julia Yoffee

Title:

Administrative Trustee

Mail Stop 4720
May 9 , 2018

Ross E. Jeffries, Jr.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC  28255

Re:  Bank of America Corporation
Registration Statement on Form S -3
Filed  April 30, 2018
File No. 333-224523

Dear M r. Jeffries :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, act ion or absence of action by the staff.

You may contact  Jessica Livingston , Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Servi ces

CORRESP
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Acceleration Request

 BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 April 20, 2018

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-010

Attention:

 Era Anagnosti, Acting Assistant Director, Office of Financial Services

David Lin, Staff Attorney

Re:
Bank of America Corporation

 Registration Statement on Form S-4 (File No. 333-224043)

 Filed March 30, 2018

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Bank of America Corporation (the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on Form S-4 (No. 333-224043) so that it will become effective at 10:00 a.m., New York City time, on April 24, 2018, or as soon thereafter as practicable.

There are no underwriters in connection with the Registration Statement and, therefore, no request for acceleration or consent by an
underwriter has been submitted herewith.

 The Registrant hereby acknowledges that (1) should the Securities and Exchange Commission
(the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the
staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Registrant may not assert
staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Julianna French of McGuireWoods LLP, counsel to the Registrant, at (704) 343-2296 or
via email at jfrench@mcguirewoods.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

BANK OF AMERICA CORPORATION

By:

/s/ Ross E. Jeffries, Jr.

Name:

Ross E. Jeffries, Jr.

Title:

Deputy General Counsel and Corporate Secretary

Mail Stop 4720

April 11, 2018

Ross E. Jeffries, Jr.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC  28255

Re: Bank of America Corporation
  Registration Statement on Form S -4
Filed March 30, 2018
  File No. 333 -224043

Dear Mr. Jeffries :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact David Lin , Staff Attorney,  at (202) 551 -3552 with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc: Vincent Lichtenberger
Elizabeth G. Wren, Esq.

CORRESP
1
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CORRESP

 BofA FINANCE LLC

BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

 Charlotte,
North Carolina 28255

 November 2, 2016

 VIA EDGAR AND
FACSIMILE

 Dietrich A. King, Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-010

Re:
BofA Finance LLC

Bank of America Corporation

Registration Statement on Form S-3 (File No. 333-213265)

Request for Acceleration of Effectiveness

 Dear Mr. King:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, BofA Finance LLC and Bank of America Corporation (together, the
“Registrants”) hereby request acceleration of the effective date of the Registration Statement on Form S-3 (No. 333-213265) so that it will become effective at 9:00 a.m., New York City time, on
November 4, 2016, or as soon thereafter as practicable. The members of the underwriting group for a “take down” from the Registration Statement have not been finally determined.

The Registrants hereby acknowledge that (1) should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Registrants may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Remainder of Page Intentionally Left Blank]

 November 2, 2016

 Page
 2

 If you have any questions on this matter, please call the undersigned at (704) 386-5681.

 Very truly yours,

BANK OF AMERICA CORPORATION

By:

/s/ Ross E. Jeffries, Jr.

Name:

Ross E. Jeffries, Jr.

Title:

Deputy General Counsel and Corporate Secretary

BofA FINANCE LLC

By:

/s/ Angela C. Jones

Name:

Angela C. Jones

Title:

President and Manager

Mail Stop 4720
August 30, 2016

Ross E. Jeffries, Jr.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

Re: BofA Finance LLC
  Registration Statement on Form S-3
Filed  August 23, 2016
  File No.  333-213265

Dear Mr. Jeffries :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Ross E. Jeffries, Jr.
BofA Finance LLC
August 30, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Katelyn Donovan , Staff Attorney,  at (202) 551 -8636  with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Finance Services

cc: Michael Pressman
 Bank of America Corporation

 John J. Muller
 Bank of America Corporation

 Richard W. Viola
 McGuire Woods LLP

Mail Stop 4720

July 6 , 2016

Via E -mail
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed February 24, 2016
File No. 001 -06523

Dear Mr. Moynihan :

We have completed  our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securitie s laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of  the disclosure in the filing  to be certain that the filing  includes  the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: John M. James
Randy Shearer

CORRESP
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		Document

June 30, 2016

Era Anagnosti

Legal Branch Chief

Office of Financial Services

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 Fiscal Year Ended December 31, 2015

Filed February 24, 2016

Definitive Proxy Statement on Schedule 14A

Filed March 17, 2016

File No. 001-06523

Dear Ms. Anagnosti:

We have received and reviewed your letter dated June 22, 2016 (the “Comment Letter”). The following are our responses to your comment and requests. For ease of reference, we have repeated the Staff’s comment.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 29

Compensation Decisions and Rationale, page 36

1.

 We note your response to comment one and we continue to believe that disclosure lacking analysis of the specific factors in evaluating a named executive officer’s performance and how that evaluation translated into a compensation determination is tantamount to a discretionary decision-making process. In this regard, we note that while your response indicates that your compensation decisions are made after taking into account “numerous factors,” without preset target levels of total compensation, assigned weightings or formulaic benchmarking, and are based on the “total mix of information,” it remains unclear how you determined the amounts of compensation and how this disclosure is unique to your Compensation and Benefits Committee’s decision making process. Even if the named executive officers’ achievement levels on particular metrics, including the scorecards, do not translate formulaically to their compensation amounts, how you determined such amounts should be discussed. In future filings, please disclose how you determined the compensation amount for each named executive officer, including, without limitation, an analysis of:

•

 how quantitative and qualitative performance measures were considered, on an absolute and/or relative basis, and the Committee’s review and comparison of such

United States Securities and Exchange Commission

Division of Corporate Finance

June 30, 2016

Page 2

performance with the compensation amount awarded to each named executive officer; and

•

 how and why those amounts varied among the named executive officers (e.g., why Mr. Montag’s compensation was considerably higher than the compensation of the other named executive officers, with the exception of the CEO).

Otherwise, as noted in our prior comment one, please disclose that the actual compensation amounts for each named executive officer were discretionarily determined.

In future filings, the Corporation will disclose the Staff’s requested information contained in the Comment Letter.

As requested in the Comment Letter, we acknowledge that the adequacy and accuracy of disclosures in the filings is the responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (the “SEC”) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Sincerely,

/s/ Ross E. Jeffries, Jr.

Ross E. Jeffries, Jr.

Deputy General Counsel and Corporate Secretary

Mail Stop 4720

June 22, 2016

Via E -mail
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Response Dated June 9, 2016
File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your June 9, 2016  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our June 9, 2016
letter.

1. We note your response to comment one and we continue to be lieve that disclosure
lacking analysis of the specific factors in evaluating a named executive officer’s
performance and how that evaluation translated into a compensation determination is
tantamount to a discretionary decision -making process.  In this regard, we note that while
your response indicates that your compensa tion decisions are made after taking into
account “numerous factors,” without preset target levels of total compensation, assigned
weightings or formulaic benchmarking, and are based on the “total mix of information,”
it remains unclear how you determined the amounts of compensation and how this
disclosure is unique to your Compensation and Benefits Committee’s decision making
process.  Even if the named executive officers’ achievement levels on particular metrics,
including the scorecards, do not translate  formulaically  to their compensation amounts,
how you determined such amounts should be discussed.  In future filings, please disclose

Brian T. Moynihan
Bank of America Corporation
June 22, 2016
Page 2

 how you determined the compensation amount for each named executive officer,
including, without limitation, an analysis o f:

 how quantitative and qualitative performance measures were considered, on an
absolute and/or relative basis, and the Committee’s review and comparison of
such performance with the compensation amount awarded to each named
executive officer; and

 how an d why those amounts varied among the named executive officers (e.g.,
why Mr. Montag’s compensation was considerably higher than the compensation
of the other named executive officers, with the exception of the CEO).

Otherwise, as noted in our prior comment one, please disclose that the actual
compensation amounts  for each named executive officer  were discretionar ily determined .

You may contact David Lin , Staff Attorney,  at (202) 551 -3552 or me at (202) 551 -3369
with any other questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: John M. James
Randy Shearer

CORRESP
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		Document

June 9, 2016

Era Anagnosti

Legal Branch Chief

Office of Financial Services

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 Fiscal Year Ended December 31, 2015

Filed February 24, 2016

Definitive Proxy Statement on Schedule 14A

Filed March 17, 2016

File No. 001-06523

Dear Ms. Anagnosti:

We have received and reviewed your letter dated May 24, 2016.  The following are our responses to your comment and requests.  For ease of reference, we have repeated the Staff’s comment.  Terms used herein but not defined have the same meaning as in the referenced Proxy Statement.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 29

Compensation Decisions and Rationale, page 36

1.

 We note your June 3, 2015 response to comment two in our letter dated May 20, 2015. To help investors understand how the Compensation and Benefits Committee determined the total compensation package for each named executive officer as disclosed on the tabular disclosure on page 40, please explain to us and to the extent necessary in future filings disclose, how the evaluation of each of the operating principles, as tracked through the scorecard system translated into a compensation determination. You state on page 36 that the scorecard includes metrics “tailored for each named executive officer.” This disclosure, together with your page 34 disclosure indicating that you pay for performance and “allocate individual awards based on actual results and how results were achieved” [emphasis added], suggest that the Compensation and Benefits Committee evaluates performance based upon objective, quantifiable criteria. However, we note that you do not disclose how each of the named executive’s scorecard was rated based on the level of achievement of the respective metrics applicable to a named executive officer, and how this level of achievement translated into a compensation decision. For example, you provide no narrative with regard to Mr. Montag’s compensation being considerably higher than the compensation of the other named executive officers, with the exception of the CEO.

United States Securities and Exchange Commission

Division of Corporate Finance

June 9, 2016

Page 2

Alternatively, to the extent that the Compensation and Benefits Committee’s compensation determinations were discretionary, please disclose this fact in your future filings.

Our Board’s Compensation and Benefits Committee (“Committee”) evaluates year-over-year company, line of business, and individual performance results achieved, including financial and non-financial measures, as well as performance feedback from our independent control functions (audit, compliance, finance, human resources, legal, and risk).  The Committee also assesses, among other things, adherence to risk and compliance policies, the quality of earnings, and an executive’s accountability in driving a strong risk management culture and other core values of our company.  The Committee’s evaluation of executives’ performance against these objectives and criteria is measured on both objective/quantifiable and subjective bases, including a robust review of a performance scorecard tailored for each named executive officer and aligned to our Corporation’s five operating principles.  The level of achievement on any particular metric described above, including the scorecards, does not result in “ratings” that are translated formulaically to the named executive officers’ compensation.  Instead, the Committee’s compensation decisions for each named executive officer are made within the whole context of company performance, market pay practices, the executive’s scope of responsibility and other factors noted above, based on the total mix of information described above without assigning weightings to the performance criteria.  The Committee considers annual assessments of market pay practices and estimated pay levels for each executive’s role prepared by Global Human Resources and its compensation advisors.  Additionally, Farient Advisors LLC, the Committee’s independent compensation consultant, provides the Committee with external market and performance comparisons on senior executive compensation.

Consistent with the foregoing, and with our June 3, 2015 response to the Staff’s comment letter dated May 20, 2015, our 2016 Proxy Statement sets forth a detailed explanation of the Committee’s decision-making process.  We believe that this process, which is described under the discussion captioned “Compensation Decisions and Rationale; Pay Evaluation & Decision Process,” is consistent with our statement that we pay for performance and “allocate individual awards based on actual results and how results were achieved.”  Further, while there may be varying views on what it means for compensation determinations to be “discretionary,” we believe that our disclosure on page 36 of the 2016 Proxy Statement more precisely captures the nature of our compensation decisions by stating  that the Committee’s compensation decisions are determined on a year-over-year basis after taking into account numerous factors identified in our 2016 Proxy Statement, “without preset target levels of total compensation, without assigning weightings, and without formulaic benchmarking”.  The discussion in our 2016 Proxy Statement therefore fairly and accurately reflects the extensive and balanced process that the Committee follows to determine the named executives’ compensation.

As requested in the Comment Letter, we acknowledge that the adequacy and accuracy of disclosures in the filings is the responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (SEC) that Staff comments or changes in disclosure

United States Securities and Exchange Commission

Division of Corporate Finance

June 9, 2016

Page 3

in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Sincerely,

/s/ John M. James

John M. James

Corporate Controller

cc:    Paul M. Donofrio, Chief Financial Officer

Rudolf A. Bless, Chief Accounting Officer

David G. Leitch, Global General Counsel

Mail Stop 4720

May 24, 2016

Via E -mail
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed February 24, 2016
Definitive Proxy Statement on Schedule 14A
Filed March 17, 2016
File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your filing and have the following comments.  In some of our
comments, we may  ask you to provide us with information so we may better understand your
disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not be lieve our
comment  applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to th is comment , we may have additional comments.

Definitive Proxy Statement on Schedule 14A

Compensation Discu ssion and Analysis, page 29

Compensation Decisions and Rationale, page 36

1. We note your June 3, 2015 response to comment two in our letter dated May 20, 2015.
To help investors understand how the Compensation and Benefits Committee determined
the total c ompensation package for each named executive officer as disclosed on the
tabular disclosure on page 40, please explain to us and to the extent necessary in future
filings disclose, how the evaluation of each of the operating principles, as tracked through
the scorecard system translated into a compensation determination.  You state on page 36

Brian T. Moynihan
Bank of America Corporation
May 24, 2016
Page 2

 that the scoreca rd includes metrics “tailored for  each named executive officer.”  This
disclosure, together with your page 34 disclosure indicating that you pay for performance
and “allocate individual awards based on actual results and how results were achieved ”
[emphasis added], suggest that the Compen sation and Benefits Committee evaluates
performance based upon objective, quantifiable criteria.  However, we note that you do
not disclose how each of the named executive’s scorecard was rated based on the level of
achievement of the respective metrics ap plicable to a named executive officer, and how
this level of achievement translated into a compensation decision.  For example, you
provide no narrative with regard to Mr. Montag’s compensation being considerably
higher than the compensation of the other n amed executive officer s, with the exception of
the CEO.  Alternatively, to the extent that the Compensation and Benefits Committee’s
compensation determinations were discretionary, please disclose this fact in your future
filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and i ts management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the  filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact David Lin , Staff Attorney,  at (202) 551 -3552 or me at (202) 551 -3369
with any questions.

Sincerely,

  /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: John M. James
Randy Shearer

Brian T. Moynihan
Bank of America Corporation
May 24, 2016
Page 3

July 10, 2015

Via E -mail
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 25, 2015
File No. 001 -06523

Dear Mr. Moynihan :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in a ny proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Christian Windsor
 For

 Suzanne Hayes
Assistant Director

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		BAC Response 06.03.15

June 3, 2015

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

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 Fiscal Year Ended December 31, 2014

Filed February 25, 2015

Form 10-Q for the Quarterly Period Ended March 31, 2015

Filed April 29, 2015

File No. 001-06523

Dear Ms. Ciboroski:

We have received and reviewed your letter dated May 20, 2015. The following are our responses to each of your comments and requests. For ease of reference, we have repeated the Staff's comments. Terms used herein but not defined have the same meaning as in the referenced Form 10-K or Form 10-Q as applicable.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2014

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Global Wealth and Investment Management, page 42

Client Balances, page 43

1.

 We note that your assets under management (AUM) increased 10% during 2014 to $902.9 billion, and increased an additional $15 billion during the first quarter of 2015. In light of the significant increases in AUM during the periods, and the fact that these AUM inflows are disclosed as significant drivers in investment and brokerage services income during the respective periods, please provide the following information in future filings:

•

 Provide a rollforward of your AUM by investment strategy (i.e. equities, fixed income, other assets) that separately presents gross client inflows, gross client outflows, market appreciation/(depreciation), and foreign currency translation adjustments.

•

 Disclose the typical fee rates earned for each product type, or weighted average fee rate by investment strategy.

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Page 2 of 5

Response:  Our AUM discussion does not include a breakout of balances by asset class as substantially all of our fees are earned based on the total amount of assets we are managing. The fee is not based or contingent on the composition of the managed assets (i.e., asset class mixes between equities, fixed income, other assets).

Beginning with our Form 10-Q for the quarterly period ended June 30, 2015, we will add commentary to clarify this concept along with providing a rollforward of the changes in our AUM balances. The rollforward will show the inflows/(outflows) on a net basis as this is ultimately the amount that drives our earnings. Neither our gross flows nor asset class mix are routinely reported to or used by management as an indicator of our business performance. We will also include net market appreciation/(depreciation) and, if material, foreign currency translation adjustments. In addition, we will update our disclosures to include the average gross margin earned on our long-term AUM and provide expanded discussion on the drivers of the average. As the average margin is dependent on total client assets and not client investment strategies (i.e., equities, fixed income, other assets), we do not intend to provide the average fee rate by product type or investment strategy as the averages would be similar across the products. We do not plan on providing additional revenue information for our short-term AUM due to the immaterial amount of these AUM as compared to our total AUM.

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 25

2.

 Your compensation discussion and analysis describes a number of factors that the Compensation and Benefits Committee considered in setting the compensation for each of the named executive officers. The factors include: the targeted mix of cash and equity variable compensation; the impact of overall company performance as well as business group performance; and the relative performance of Bank of America compared to your competitor groups. Finally, you provide a list of the performance highlights considered by the Compensation and Benefits Committee in making compensation decisions with regard to 2014 for each named executive.

In reading this section, an investor can readily understand what the Compensation and Benefits Committee considered in setting compensation amounts. However, the disclosure in this section does not go on to provide your shareholders with an explanation of how these various pieces of information resulted in the compensation awards included in the summary compensation table and presented in the table on page 35. We note that the discussion states that Mr. Moynihan's compensation was lower in 2014 compared to 2013, but does not disclose how the Compensation and Benefits Committee determined that the decline of $1 million in targeted compensation was the appropriate amount. Similarly, we note that the targeted compensation for each NEO declined in 2014 compared to the prior year, with variable compensation declining by between 7%-9%.

Please confirm that in future filings you will provide your investors with additional analysis as to how the factors that the Compensation and Benefits Committee considered resulted in the compensation awards reported in the compensation discussion and analysis.

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Page 3 of 5

Response:  Each year, the Compensation and Benefits Committee uses a balanced and disciplined approach to review the performance of our named executive officers and determines their base salaries and may award variable compensation. The approach includes a full year assessment of financial results and the contributions of the executives to overall company and line of business performance, progress for delivering on the five operating principles, and driving a strong risk culture.  As discussed on page 32 of our 2015 proxy statement, in setting the compensation for each of our named executive officers, the Compensation and Benefits Committee reviews a number of factors “without assigning weightings to these priorities.” Instead, as stated on page 32, “[c]ompensation decisions are generally determined on a year-over-year basis without pre-set target levels of total compensation and without formulaic benchmarking.” We confirm that the factors set forth on pages 26-28 and 32-34 of our 2015 proxy statement are all of the material factors our Compensation and Benefits Committee considered in conducting its review and determining the amount of our named executives' compensation, and that the Compensation and Benefits Committee did not assign specific weightings or amounts to the enumerated factors. Similarly, the Compensation and Benefits Committee did not determine to reduce Mr. Moynihan's compensation by $1 million based on a specific formula or attribute that change to specific factors. Thus, the statement on page 26 that Mr. Moynihan was awarded $13 million of total compensation for 2014, compared to $14 million for 2013, reflects the final outcome of the Compensation and Benefits Committee's determinations. We will consider your comments in drafting future filings.

Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Regulatory Capital, page 47

Basel 3 Liquidity Standards, page 58

3.

 We note your discussion of the Liquidity Coverage Ratio that Bank of America and its insured depository subsidiaries must meet. In your disclosure, both in the Quarterly Report as well as in the related portion of your Annual Report, you state that you believe that Bank of America meets the LCR requirements on a fully phased in basis. Please tell us whether your subsidiaries that are insured depository institutions similarly met their LCR requirements, or provide us with an explanation of any material factors that might impact the LCR compliance of your subsidiaries.

Response:  Our U.S. insured depository institution subsidiaries met the U.S. regulatory LCR requirements as of March 31, 2015 on a fully phased-in basis. We made the statement in our Form 10-Q for the quarterly period ended March 31, 2015 regarding fully phased-in compliance for consolidated BAC because we thought it was important for our financial statement readers to understand the Corporation is in compliance two years ahead of regulatory requirements. We did not include information regarding our U.S. insured depository institution subsidiaries as we believed that our disclosure approach would be consistent with our peers' disclosures on this topic.

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Page 4 of 5

Note 1 – Summary of Significant Accounting Policies, page 126

New Accounting Pronouncements, page 126

4.

 We note your disclosure discussing the new disclosure guidance related to nature of collateral pledged in repurchase agreements accounted for as secured borrowings. However, we were unable to locate the disclosure required by ASC 860-30-50-7. Please advise, or revise future filings to include this required disclosure.

Response:  We believe our first quarter disclosure is in compliance with the disclosure requirements of ASU 2014-11 (“ASU 2014-11”), Transfers and Servicing (Topic 860) Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. While our general description of ASU 2014-11 in our disclosure of New Accounting Pronouncements noted an effective date of January 1, 2015, we should have included the word “generally” due to the disclosures related to ASC 860-30-50-7 not being effective at March 31, 2015. ASC 860-10-65-5(e)2 of ASU 2014-11 in part states, “For public business entities, the disclosure required by paragraph 860-30-50-7 shall be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015.” Our reference to Note 2 – Derivatives was for the new disclosure on Transfers of Financial Assets with Risk, which was effective at March 31, 2015. Accordingly, we will include the additional disclosures required by ASC 860-30-50-7 in our Form 10-Q for the quarterly period ended June 30, 2015.

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Page 5 of 5

We believe the foregoing is responsive to the comments and questions raised by the Staff. Further, we have reviewed the responses with our independent registered public accounting firm, PricewaterhouseCoopers LLP.

The adequacy and accuracy of the disclosure in the filings is the responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (SEC) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have further questions or require additional clarifying information, please call Randy Shearer, Financial Reporting and Policy Executive, at (980) 388-8433 or me at (980) 387-4997.

Sincerely,

/s/ John M. James

John M. James

Corporate Controller

cc:    Bruce R. Thompson, Chief Financial Officer

Rudolf A. Bless, Chief Accounting Officer

Gary G. Lynch, Global General Counsel

Mark Casella, Partner, PricewaterhouseCoopers LLP

May 20, 2015

Via E -mail
Brian T. Moynihan
Chief Executive Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 25, 2015
Form 10 -Q for the Quarterly  Period Ended March 31, 2015
Filed April 29, 2015
File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Annual Report on Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

Global Wealth and Investment Management, page 42

Client Balances, page 43

1. We note that  your assets under management (AUM) increased 10% during 2014 to
$902.9 billion, and increased an additional $15 billion during the first quarter of 2015.  In
light of the significant increases in AUM during the periods, and the fact that these AUM
inflows  are disclosed as significant drivers in investment and brokerage services income
during the respective periods, please provide the following information in future filings:

Brian T. Moynihan
Bank of America Corporation
May 20, 2015
Page 2

  Provide a rollforward of your AUM by investment strategy (i.e. equities, fixed
income, other assets) that separately presents gross client inflows, gross client
outflows, market appreciation/(depreciation), and foreign currency translation
adjustments.
 Disclose the typical fee rates earned for each product type, or weighted average fee
rate by investment strategy.

Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 25

2. Your compensation discussion and analysis describes a number of factors that the
Compensation and Benefits Committee considered in setting the compensation for each
of the named executive officers.  The factors include: the targeted mix of cash and equity
variable compensation; the impact of overall company performance as well as busin ess
group performance; and the relative performance of Bank of America compared to your
competitor groups.  Finally, you provide a list of the performance highlights considered
by the Compensation and Benefits Committee in making compensation decisions wit h
regard to 2014 for each named executive.

In reading this section, an investor can readily understand what the Compensation and
Benefits Committee considered in setting compensation amounts.  However, the
disclosure in this section does not go on to pr ovide your shareholders with an explanation
of how these various pieces of information resulted in the compensation awards included
in the summary compensation table and presented in the table on page 35.  We note that
the discussion states that Mr. Moynih an’s compensation was lower in 2014 compared to
2013, but does not disclose how the Compensation and Benefits Committee determined
that the decline of $1 million in targeted compensation was the appropriate amount.
Similarly, we note that the targeted com pensation for each NEO declined in 2014
compared to the prior year, with variable compensation declining by between 7% -9%.

Please confirm that in future filings you will provide your investors with additional
analysis as to how the factors that the Com pensation and Benefits Committee considered
resulted in the compensation awards reported in the compensation discussion and
analysis.

Brian T. Moynihan
Bank of America Corporation
May 20, 2015
Page 3

 Quarterly Report on Form 10 -Q for the Quarter Ended March 31, 2015

Item 2.  Management’s Discussion and Analysis of  Financial Condition a nd Results of Operation

Regulatory Capital, Page 47

Basel 3 Liquidity Standards, page 58

3. We note your discussion of the Liquidity Coverage Ratio that Bank of America and its
insured depository subsidiaries must meet.  In your discl osure, both in the Quarterly
Report as well as in the related portion of your Annual Report , you state that you believe
that Bank of America meets the LCR requirements on a fully phased in basis.  Please tell
us whether your subsidiaries that are insured d epository institutions similarly met their
LCR requirements, or provide us with an explanation of any material factors that might
impact the LCR compliance of your subsidiaries.

Note 1 – Summary of Significant Accounting Policies, page 126

New Accounting  Pronouncements, page 126

4. We note your disclosure discussing the new disclosure guidance related to nature of
collateral pledged in repurchase agreements accounted for as secured borrowings.
However, we were unable to locate the disclosure required by ASC 860 -30-50-7.  Please
advise, or revise future filings to include this required disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In respo nding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments  do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United Stat es.

Brian T. Moynihan
Bank of America Corporation
May 20, 2015
Page 4

 You may contact  Lory Empie  at (202) 551 -2714  or me at (202) 551 -3512  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Eric Envall  at (202) 551 -3234  or Christian Windsor, Special Counsel  at (202) 551 -3419  with any
other questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

 Stephanie J. Ciboroski
Senior Assistant Chief Accountant

August 6 , 2014

Via E -mail
Bruce R. Thompson
Chief Financial Officer
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255

Re: Bank of America Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed February 25, 2014
File No. 001 -06523

Dear Mr. Thompson :

We have completed our review of  your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defens e in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

		BAC Response 07.15.14

  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 15, 2014

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

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, 2013

Filed February 25, 2014

Form 10-Q for the Quarterly Period Ended March 31, 2014

Filed May 1, 2014

File No. 001-06523

Dear Ms. Ciboroski:

We have received and reviewed your letter dated July 2, 2014. 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. Terms used herein but not defined have the same meaning as in the referenced Form 10-K or Form 10-Q as applicable. 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 March 31, 2014

Executive Summary, page 4

Capital Management, page 5

1.

 We note your disclosure that you applied an incorrect adjustment in the determination of regulatory capital related to the treatment of the fair value option adjustment for structured notes assumed in the Merrill Lynch & Co. Inc. acquisition in 2009, resulting in an overstatement of your historical regulatory capital ratios including in prior SEC filings and other regulatory reports. Additionally, on May 27, 2014, you filed an 8-K disclosing that a third party was engaged to perform certain procedures related to your 2014 CCAR resubmission process and controls regarding reporting and calculations of regulatory capital ratios, focusing on the periods ended September 30, 2013 and March 31, 2014, and that this review resulted in adjustments to your regulatory capital ratios for the period ended September 30, 2013. Lastly, we noted that on June 2, 2014 a spokesman for the company noted that you made an error in calculating the volume data you sent to FINRA regarding the equity volume transacted on your alternative trading system. In light of these errors noted in your SEC and other regulatory reporting, please provide us with the following additional information:

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Page 2 of 3

Rule 83 confidential treatment request made by Bank of America Corporation

•

 Tell us whether the identification of the regulatory capital ratio error and subsequent adjustments are indicative of the existence of one or more material weaknesses in internal control over financial reporting (ICFR), and, if so, whether any such material weaknesses also would have existed as of December 31, 2013;

Response: [***Redacted***]

•

 To the extent you identified significant deficiencies in your original assessment of ICFR as of December 31, 2013, tell us the nature of cash, including the impacted component(s) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control Integrated Framework, and how you evaluated their severity individually and in the aggregate, including in aggregation with any deficiencies identified upon discovery of the above regulatory capital ratio error, if applicable; and

Response: [***Redacted***]

•

 Upon discovery of the error related to alternative trading system volume in your regulatory reporting to FINRA, tell us the extent to which there may be common root causes to the errors in your regulatory capital ratio reporting that are relevant to the evaluation of the nature and severity of any deficiencies in ICFR (especially the control environment, risk assessment, or monitoring components of COSO).

Response:  [***Redacted***]

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Page 3 of 3

We believe the foregoing is responsive to the comments and questions raised by the Staff. Further, we have reviewed the responses with our independent registered public accounting firm, PricewaterhouseCoopers LLP.

The adequacy and accuracy of the disclosure in the filings is the responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (SEC) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have further questions or require additional clarifying information, please call Randy Shearer, Financial Reporting and Policy Executive, at (980) 388-8433 or me at (980) 387-4997.

Sincerely,

/s/ John M. James

John M. James

Corporate Controller

cc:    Bruce R. Thompson, Chief Financial Officer

Neil A. Cotty, Chief Accounting Officer

Gary G. Lynch, Global General Counsel and Head of Compliance and Regulatory Relations

Mark Casella, Partner, PricewaterhouseCoopers LLP

July 2, 2014

Via E -mail
Bruce R. Thompson
Chief Financial Officer
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255

Re: Bank of America Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed February 25, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed May 1, 2014
  File No. 001-06523

Dear Thompson :

We have reviewed your filings and  have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter  within ten business days  by providing the requested
information  or by advising us when you will provide the requested response .  If you do not
believe our comment  applies  to your fact s and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to this comment , we may have  additional comments.
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Executive Summary, page 4
Capital Management, page 5
1. We note your discl osure that you applied an incorrect adjustment in the determination of
regulatory capital related to the treatment of the fair value option adjustment for
structured notes assumed in the Merrill Lynch & Co. Inc. acquisition in 2009, resulting in
an oversta tement of your historical regulatory capital ratios included in prior SEC filings
and other regulatory reports.   Additionally, on May 27, 2014, you filed an 8 -K disclosing
that a third party was engaged to perform certain procedures related to your 2014 CC AR
resubmission process and controls regarding reporting and calculation of regulatory
capital ratios, focusing on the periods ended   September 30, 2013 and March 31, 2014,

Bruce R. Thompson
Bank of America Corporation
July 2, 2014
Page 2

 and that this review resulted in adjustments to your regulatory capital ratios for the period
ended September 30, 2013.   Lastly, we note that on June 2, 2014, a spokesman for the
company noted that you made an error in calculating the volume data you sent to FINRA
regarding the equity volume transacted on your alternative trading system.   In light of
these errors noted in your SEC and other regulatory reporting, please provide us with the
following additional information:
 Tell us whether the identification of the regulatory capital ratio error and subsequent
adjustments are indicative of the existence of one or more material weaknesses in
internal control over financial reporting (ICFR), and, if so, whether any such material
weaknesses also would have existed as of December 31, 2013;

 To the extent you identified significant deficiencies in your original assessment of
ICFR as of December 31, 2013, tell us the nature of each, including the impacted
component(s) of the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) Internal Control Integrated Framework, and how you e valuated
their severity individually and in the aggregate, including in aggregation with any
deficiencies identified upon discovery of the above regulatory capital ratio errors, if
applicable; and

 Upon discovery of the error related to alternative tradin g system volume in your
regulatory reporting to FINRA, tell us the extent to which there may be common root
causes to the errors in your regulatory capital ratio reporting that are relevant to the
evaluation of the nature and severity of any deficiencies i n ICFR (especially the
control environment, risk assessment, or monitoring components of COSO).
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequac y of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or ch anges to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person und er the federal securities laws of the United States.

Bruce R. Thompson
Bank of America Corporation
July 2, 2014
Page 3

 You may contact Lory Empie at (202) 551 -3714 or me at (202) 551 -3512 if you have  any
questions .

Sincerely,

 /s/ Stephanie J. Ciboroski

Senior Assistant Chief Accountant

June 28 , 2013

Via E -mail
Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255

 Re: Bank of America Corporation
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 28, 2013
  File No. 001 -06523

Dear Mr. Moynihan :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable  rules require.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

		BAC Response 06.14.13

June 27, 2013

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

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 28, 2013

Form 10-Q for the Quarterly Period Ended March 31, 2013

Filed May 7, 2013

Response dated May 7, 2013

File No. 001-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated June 14, 2013. 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. Terms used herein but not defined have the same meaning as in the referenced Form 10-K or Form 10-Q as applicable. We would be pleased to continue to work with the Staff in resolving any matter requiring further attention.

Form 10-K for Fiscal Year Ended December 31, 2012

Continued mortgage foreclosure delays . . . , page 6

1.

 We note your response to prior comment 1 and your disclosure that your progress on foreclosure sales in judicial states has been much slower than in non-judicial states. Please provide further context for how much slower your progress on foreclosure sales has been in judicial states, such as the judicial states where you continue to have significant inventory levels highlighted on page 86.

Response:  In response to the Staff's comment, we are providing additional context by comparing average foreclosure timelines in the two states in which we have the highest level of nonperforming residential mortgage loans.  During the twelve months ended May 31, 2013, we estimate that it took approximately three times as long to complete a foreclosure sale in the largest judicial state as it did in the largest non-judicial state in which we have the highest level of nonperforming loans.

We believe that comparing the average time to complete a foreclosure in these two largest states provides helpful context with respect to the elongated timelines we have experienced in completing

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 2 of 7

foreclosure sales in judicial states compared to non-judicial states.  Providing a comparison of foreclosure timelines across all or multiple judicial versus non-judicial states would be complex and would not provide meaningful context because, among other reasons, each judicial and non-judicial state has different foreclosure processes and procedures.

Failure to satisfy our obligations as servicer . . . , page 7

2.

 In addition to the items listed in your response to prior comment 2, please revise future filings to clarify the size of your servicing portfolio.

Response: Beginning with the Form 10-K for the period ended December 31, 2013, we will expand our risk factors to clarify the size of our servicing portfolio.

Form 10-Q for the  Quarterly Period Ended March 31, 2013

Notes to Consolidated Financial Statements, page 135

Note 3 – Derivatives, page 137

3.

 We note you disclose your gross derivative amounts by derivative type and by exchange on pages 137 to 139; however, you disclose the impact of legally enforceable master netting and cash collateral received/paid on an aggregate basis. Given the magnitude of your gross derivative positions and the significant amount of netting against those positions, please tell us why you elected not to disaggregate the impact of your netting agreements and cash collateral by type of derivative instrument and/or exchange, similar to Example 3 within ASC 210-20-55-22. In this regard, address why you believe that aggregating your netting agreements and cash collateral disclosure for all derivatives does not obscure important differences in the amounts netted against specific types of derivatives reported in your balance sheet. Refer to ASC 210-20-55-18.

Response: We elected not to disaggregate the impact of our netting agreements and cash collateral by type of derivative instrument and/or exchange based on the information we believe is most relevant to the Corporation and how we manage our exposures.  We believe the most relevant derivative information is the gross amount of exposure by derivative type, overall netting benefits and where derivatives are transacted (i.e., exchange cleared, over-the-counter and over-the-counter-cleared), which are currently provided in our disclosures.

Additionally, we do not manage our exposures on a disaggregated basis nor do we generate risk management reports that show the exposure on a disaggregated basis by derivative type.  Therefore, we elected not to disaggregate the amount of netting agreements or collateral by derivative type in the Form 10-Q for the quarter ended March 31, 2013.

We believe that our offsetting disclosures with respect to type of derivative instrument do not obscure important differences in the amounts netted against specific types of derivatives that would help users of financial statements better understand the entity's financial position (ASC 210-20-55-18) primarily because our disclosures are presented in a manner consistent with how we manage our exposure, which is by counterparty on a portfolio basis. Consistent with our legal contracts, our credit risk management

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 3 of 7

requires that collateral be posted on a net exposure basis across all products.  For example, assume the following positions with Counterparty A:

•

 Legally enforceable netting agreement such as an ISDA exists between us and Counterparty A

•

 Interest rate swap asset of $100 and liability of $80

•

 Cross currency swap asset of $80 and liability of $75

•

 Credit derivative asset of $20 and liability of $40

Under an ISDA agreement, the net exposure to Counterparty A is a $5 derivative asset and we may  require the counterparty to post $5 as collateral (i.e., collateral eligible to net for risk purposes), which is consistent with our risk management reports (e.g., cash collateral payable of $5 offset against the net $5 derivative asset balance).  We do not believe that providing the mathematics of how the $5 exposure is derived provides incremental useful information on the level of credit risk.

Another simplified example is where we have an interest rate swap asset of $80 and a credit default swap asset of $20 and receive cash collateral of $85. We would not manage this exposure on an individual product basis, and any allocation of collateral would require an arbitrary decision on how to allocate the collateral between the interest rate swap and the credit default swap.  In this scenario, providing an arbitrary allocation could obscure the overall credit risk.

Our current reporting is consistent with industry practice for derivatives transacted under International Swaps and Derivatives Association (ISDA) Credit Support Annex (CSA) agreements, which are cross product collateralized. The net collateral called is calculated on a net basis of all derivative exposures covered under the ISDA/CSA with a particular counterparty.  Any allocation of collateral by derivative type would be arbitrary.  However, in an effort to improve transparency, we will enhance the Offsetting of Derivatives table beginning with our Form 10-Q to be filed for the quarter ended June 30, 2013 to quantify the impact of legally enforceable master netting agreements and cash collateral based on where the derivatives are transacted (i.e., exchange cleared, over-the-counter and over-the-counter-cleared).

Note 7 – Securitizations and other Variable Interest Entities, page 175

4.

 We note your disclosure on page 178 that you transferred servicing for consolidated home equity securitization trusts and recognized a $141million gain as a result. You also state that both your consolidated and unconsolidated home equity loan securitizations have entered a rapid amortization period and that you have an obligation to provide subordinated funding. Please address the following:

•

 Tell us whether you still have any obligation to provide funding for those home equity securitization trusts for which you transferred servicing and if so, quantify the amount.

Response: We have an ongoing obligation to provide funding for the three home equity securitization trusts that were deconsolidated to the extent that the underlying home equity lines of credit (HELOCs) still have revolving privileges.  As of March 31, 2013, these trusts held receivables generated by 484 HELOCs that still had revolving privileges with an aggregate $9 million of available credit. Based on historical borrower activity, we estimate that we will provide approximately $5 million of funding for these HELOCs.  We have established a liability for this amount, for which we do not expect to be reimbursed.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 4 of 7

•

 Explain how the subordinated obligation, if any, impacted your conclusion that the transfer qualified for sale accounting.

Response: The obligation to provide subordinated funding was a consideration in our evaluation of the transaction.  However, this transaction did not involve a traditional sale of mortgage servicing rights (“MSRs”) in exchange for fair value.  Instead, we agreed to resign as servicer at the request of a monoline insurer with which we had previously entered into a settlement agreement.  We deconsolidated the trusts because we no longer serviced the underlying HELOCs and, accordingly, we no longer had the power to direct the activities of the trusts that most significantly impact their economic performance.

Following deconsolidation of the HELOC trusts, the MSRs were recorded on the balance sheet with a negative fair value.  In determining whether to derecognize the MSRs, we considered the $5 million subordinated funding obligation and the MSRs to be separate units of account.  In accordance with the legal agreements that established the trusts, the obligation to provide subordinated funding is not an obligation of the servicer.  Instead, it is an obligation of the entity that holds the residual certificates issued by the trusts or, if that entity should fail to provide the required funding, it is an obligation of the sponsor of the trusts.  The entities that hold the residual certificates and sponsored the trusts are subsidiaries of the Corporation.  The obligation to provide servicing can be transferred separately from the obligation to provide subordinated funding and is therefore considered to be a separate unit of account.

We account for residential mortgage MSRs at fair value, with changes in fair value recorded in earnings.  The fair value measurement does not include a component that represents our obligation to provide subordinated funding.  This obligation is recorded as a separate liability on the balance sheet and is measured in accordance with ASC 450-20 based on a determination that a liability is probable and estimable.

In determining whether the MSRs should be derecognized as a result of this transaction, we first considered whether the transaction should be evaluated as a transfer of MSRs subject to ASC 860-50-40, which sets forth the criteria by which a transfer of MSRs qualifies as a sale.  We concluded that the transaction met the criteria for derecognition set forth in ASC 860-50-40 because, among other things, all required approvals were obtained, title passed to the successor servicer and we did not retain any of the risks and rewards of servicing. However, we did not transfer the MSRs to a third party in exchange for consideration. Instead, we resigned as servicer and transferred servicing responsibilities to a successor servicer selected by the monoline insurer.  We therefore concluded that this transaction should be evaluated as the extinguishment of a liability.

The criteria for extinguishment of a liability are set forth in ASC 405-20-40, which states that “a debtor shall derecognize a liability if and only if it has been extinguished.” A liability has been extinguished if either of the following conditions is met:

a.

 The debtor pays the creditor and is relieved of its obligation for the liability.

b.

 The debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.

The Corporation was legally released from its obligation to service the HELOCs in the first quarter of 2013 when the successor servicer selected by the monoline insurer began to service the HELOCs.  The Corporation no longer services the HELOCs nor does it receive any benefits of servicing or retain any

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 5 of 7

servicing obligations or risks.  Accordingly, the MSRs were derecognized.  We did not derecognize the subordinated funding liability, which was not extinguished.

•

 Confirm for those home equity securitizations you transferred (referenced above), that the corresponding assets and liabilities are included with your Unconsolidated VIEs in the table presented on page 178.

Response: The assets and liabilities of those home equity securitizations are included with other unconsolidated VIEs in the table on page 178.

•

 We note on page 179 (Credit Card Securitizations) that you transferred $533 million of credit card receivables to a third-party sponsored securitization vehicle. Tell us if you still have any funding obligations related to those credit card receivables subsequent to the transfer.

Response: As of March 31, 2013, we did not service the credit card receivables and we had no obligation to provide funding for newly-generated receivables.  We still hold a senior interest in the third-party sponsored securitization vehicle.

Note 19 – Mortgage Servicing Rights, page 227

5.

 We note footnote 2 to your rollforward of Mortgage Servicing Rights and that it reflects changes in the modeled MSR fair value due to observed changes in several market factors, including spreads, as well as changes in OAS and prepayment rates. Please tell us and revise your future filings to clarify how the changes reflected in this line item differ exactly from the line items “impact of changes to the prepayment model” and “other model changes.” It would appear that changes in prepayment rates would be included in the $175 million related to the prepayment model and footnote 3 implies that the change in spreads in the market was reflected in the $140 million in other model changes. Also clearly disclose which line item(s) reflect changes in the significant economic assumptions disclosed on pages 227 and 228.

Response:  The line item “Impact of changes in interest rates and other market factors” to which footnote 2 refers reflects changes in fair value due to observable inputs including market rates of interest, forward curves and volatility factors as well as changes in the population of underlying mortgage loans, including number of loans, unpaid principal balance and delinquency status.

The line items included within “Model and other cash flow assumption changes” to which footnote 3 refers reflect changes in the relationship between observable inputs and their impact on projected cash flows. We continually track performance to support the soundness of the model by comparing the model's prior predictive behavior to actual behavior, with differences referred to as “model variances”. For example, we observe how prepayment rates vary in response to historical changes in market conditions and we compare those responses to the prepayment rates predicted by our models.  When model variances (that is, variances between model projections and actual behavior) are observed, they are analyzed

June 14 , 2013

Via E -mail
Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255

 Re: Bank of America Corporation
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 28, 2013
  Form 10 -Q for the Quarterly Period Ended March 31, 2013
  Filed May 7, 2013
  Response dated May 7, 2013
  File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your filing s and response letter and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclo sures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments,  includin g
the draft of your proposed disclosures,  we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Continued mortgage foreclosure delays . . . , page 6

1. We note your response to prior comment 1 and your disclosure that you r progress on
foreclosure sales in judicial states has been much slower than in non -judicial states.
Please provide further context for how much slower your progress on foreclosure sales
has been in judicial states, such as the judicial states where you c ontinue to have
significant inventory levels highlighted on page 86.

Brian T. Moynihan
Bank of America Corporation
June 14 , 2013
Page 2

Failure to satisfy our obligations as a servicer . . . , page 7

2. In addition to the items listed in your response to prior comment 2, please revise future
filings to clarify the size of your servicing portfolio.

Form 10 -Q for the Quarterly Period Ended March 31, 2013

Notes to Consolidated Financial Statements, page 135

Note 3 – Derivatives, page 137

3. We note you disclose your gross derivative amounts by derivative type and by exchange
on pages 137 to 139; however, you disclose the impact of legally enforceable master
netting and cash collateral received/paid on an aggregate basis.   Given the magnitude of
your gross derivative positions and the significant amount of netting agai nst those
positions, please tell us why you elected not to disaggregate the impact of your netting
agreements and cash collateral by type of derivative instrument and/or exchange, similar
to Example 3 within ASC 210 -20-55-22.  In this regard, address why y ou believe that
aggregating your netting agreements and cash collateral disclosure for all derivatives
does not obscure important differences in the amounts netted against specific types of
derivatives reported in your balance sheet.  Refer to ASC 210 -20-55-18.

Note 7 – Securitizations and Other Variable Interest Entities, page 175

4. We note your disclosure on page 178 that you transferred servicing for consolidated
home equity securitization trusts and recognized a $141 million gain as a result.  You also
state that both your consolidated and unconsolidated home equity loan securitizations
have entered a rapid amortization period and that you have an obligation to provide
subordinated funding.  Please address the following.

 Tell us whether you still have an oblig ation to provide funding for tho se home equity
securitization trusts for which you transferred servicing and if so, quantify the
amount.

 Explain how the subordinated obligation, if any, impacted your conclusion that th e
transfer qualified for sale accounting.

 Confirm for those home equity securitizations you transferred (referenced above) ,
that the corresponding assets and liabilities are included within your Unconsolidated
VIEs in the table presented on page 178.

Brian T. Moynihan
Bank of America Corporation
June 14 , 2013
Page 3

  We note on page 179 (Credit Card Securitizations) that you transferred $533 million
of credit card receivables to a third -party sponsored securitization vehicle.  Tell us if
you still have any fu nding obligations related to tho se credit card receivables
subsequent to the transfer.

Note 19 – Mortgage Servicing Rights, page 227

5. We note  footnote 2 to your Rollforward  of Mortgage Servicing Rights and that it reflects
changes in the modeled MSR fair value due to observed changes in several market
factors, including spreads, as well as changes in OAS and prepayment rates.  Please tell
us and revise your future filings to  clarify how the changes reflected in this line item
differ exactly from the l ine items “impact of changes to the prepayment model” and
“other model changes.” It would appear that changes in prepayment rates would be
included in the $175 million related to  the prepayment model and footnote 3 implies that
the change in spreads in the market was reflected in the $140 million in other model
changes.  Also clearly disclose which line item(s) reflect changes in the significant
economic assumptions disclosed on p ages 227 and 228.

You may contact Lindsay McCord  at (202) 551 -3417 or Hugh West  at
(202) 551 -3872 if you have questions regarding comments on the financial statements and
related matters.  You may contact Aslynn Hogue at (202) 551 -3841 or me at (202) 551 -3675
with any other questions.

Sincerely,

 /s/ Hugh West for

 Suzanne Hayes
Assistant Director

CORRESP
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		BAC Response 04.23.13

  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 portions.

May 7, 2013

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

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 28, 2013

Form 8-K filed April 17, 2013

File No. 001-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated April 23, 2013. 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. Terms used herein but not defined have the same meaning as in the referenced Form 10-K or Form 8-K as applicable. We would be pleased to continue to work with the Staff in resolving any matter requiring further attention.

Form 10-K for Fiscal Year Ended December 31, 2012

Continued mortgage foreclosure delays . . . , page 6

1.

 Please revise future filings to further describe the increase in the time required to complete a foreclosure in judicial states. For example, we note the examples provided in your response to comment 2 in your letter dated May 25, 2012. Please also revise to quantify the mortgage-related assessments and waiver costs disclosed in the fifth paragraph of this risk factor. We note your disclosure on page 63 that you recorded $867 million of mortgage-related assessments, waivers and similar costs. Including this type of information in this discussion will assist investors in understanding the risk.

Response:  Foreclosure timelines are subject to significant variation over time and across jurisdictions.  Accordingly, we do not believe providing a snapshot of foreclosure timelines in particular judicial states provides meaningful information to investors and could potentially be misleading.  In regards to the examples included in our response to comment 2 of your letter dated May 25, 2012, we do not believe it is appropriate to include the foreclosure timelines for judicial states that are included in the Industry Standard timelines as these are prepared and published by the GSEs and the company cannot verify or confirm their accuracy or completeness with the level of confidence and control required for inclusion in our periodic filings.   We will expand our risk factors disclosure in future filings, beginning with the Form 10-K for the period ended December 31, 2013, to provide quantification of mortgage-related assessments, waivers and similar costs, if material.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 2 of 7

Failure to satisfy our obligations as servicer . . . , page 7

2.

 Please revise future filings to clarify the portion of residential mortgage loans that you originated or acquired that were securitized, the portion of these securitized loans that you service, and the substantial portion of your residential mortgage loans that you originate for which you use the MERS system.

Response:  Beginning with the Form 10-K for the period ended December 31, 2013, we will update our risk factors to more fully capture the items referenced in comment 2 and 3, as more specifically described below, under the heading relating to the topic “Failure to satisfy our obligations servicer….”.

In regards to the items listed in comment 2, we will expand our future risk factors disclosures to quantify the percentage of our servicing portfolio that constitutes GSE and non-GSE securitized residential mortgage loans. We believe this disclosure provides information which may assist investors in understanding the scope of the risks being described relating to our obligations as servicer. Additionally, in our future risk factors disclosure, we will disclose the percentage of our residential mortgage loans that we originate for which we use the MERS system. We do not believe providing information regarding the portion of residential mortgage loans that we originated or acquired that were securitized is relevant to an understanding of risks related to our obligations as servicer since the risk being discussed in this risk factor (i.e., risks related to our failure to satisfy our obligations as servicer of securitized loans) is the same whether or not we originated or acquired the loans underlying the mortgage servicing rights.  Thus, we do not believe an additional risk factor disclosure is merited in this regard.

3.

 Additionally, describe the nature of the new and more stringent requirements related to the default activities imposed by the GSEs.

Response:  In regards to the nature of the new and more stringent requirements related to default activities imposed by the GSEs, the primary change was a decrease in the time allowed to resolve delinquent loans through workout efforts or liquidation.  The change resulted in an increased likelihood that compensatory fees will be assessed with respect to delinquent loans in which the shorter timeline is not met. As noted above, we will discuss, as appropriate, the risks associated with these new and more stringent requirements in our risk factors disclosure beginning with the Form 10-K for the period ended December 31, 2013.

Our businesses may be affected by uncertainty . . . , page 11

4.

 Please revise future filings to prominently state in the risk factor discussion that a voluntary restructuring may not be considered a credit event that would trigger a payment under a CDS contract.

Response:  We will expand our risk factors disclosure in future filings, beginning with the Form 10-K for the period ended December 31, 2013, to provide the following additional language, with the underlined words being added language to the risk factor disclosure included in our Form 10-K for the period ended December 31, 2012:

Global economic uncertainty, regulatory initiatives and reform have impacted, and will likely continue to impact, non-U.S. credit and trading portfolios. There can be no assurance our risk mitigation efforts in this respect will be sufficient or successful. Our total sovereign and non-sovereign exposure to Greece, Italy, Ireland, Portugal and Spain, was $14.5 billion at December 31, 2012 compared to $15.2 billion at December 31, 2011. Our total net sovereign and non-sovereign exposure to these countries was $9.5 billion at December 31, 2012 compared to $10.3 billion at December 31, 2011, after taking into account net credit default protection. At December 31, 2012 and 2011, the fair value of net credit default protection purchased was $5.1 billion and $4.9 billion. Losses could still result because our

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 3 of 7

credit protection contracts only pay out under certain scenarios. For example, it is possible that a voluntary restructuring will not constitute a credit event under the terms of a credit default swap (CDS), and consequently may not trigger a payment under the relevant CDS contract.

Capital Composition and Ratios, page 71

5.

 We note your disclosure of risk-weighted assets as of December 31, 2012 and 2011 and the summary narrative description of the types of financial instruments driving the decrease in risk-weighted assets. However, it is not entirely clear if the decrease being driven by those positions is due to decreases in book size, book quality, model or methodology updates, etc. Therefore, in future filings, please consider providing a rollforward of risk-weighted assets showing the key drivers of the movements in the risk-weighted assets balance, by type of risk-weighted asset type, if possible.

Response:  We will provide a rollforward of risk-weighted assets, including showing the key drivers of the movements in risk-weighted assets balances, in the Form 10-Q for the period ended March 31, 2013.  Subsequently, we will provide the rollforward if there are significant changes in drivers of the risk-weighted assets.

6.

 We note your disclosure on page 105 that the contract/notional amounts of credit derivatives decreased due to portfolio optimization and increased utilization of clearinghouses in relation to certain regulatory initiatives and refinement of risk mitigation activities. Additionally, we note from your tables in Note 3 that the notional value of credit default swaps purchased and written decreased by 20% and 19%, respectively, during 2012, but the fair value of gross derivative assets and gross derivative liabilities decreased by 63% and 64%, respectively. Please address the following:

a.

 Tell us and revise your future filings to expand and separately quantify the underlying reasons for the overall decline in the contract/notional amount of credit derivatives. Specifically, explain why the increased use of clearinghouses drove a reduction in the notional amounts of credit derivatives and clarify the changes made due to the refinement of risk mitigation activities.

Response:  The overall decline in the contract/notional amount of credit derivatives was primarily due to an increase in trade compression during the period, which reduced the number of outstanding contracts and, as a consequence, the notional amounts of credit derivatives outstanding. Trade compression aggregates derivative contracts with similar factors, such as risk or cash flows, from the same counterparty and compresses the contracts into fewer trades resulting in the elimination of contracts.  Trade compression serves as a risk mitigation activity as it reduces the total volume of individual trades, thereby reducing operational and settlement risk.

The increased use of a clearinghouse (e.g., ICE Clear Credit LLC) reduced the notional amount of credit derivatives as it allows us to reduce our number of counterparties as compared to the number of counterparties we would need without the use of a clearinghouse.  The increased use of the clearinghouse and decreased use of multiple counterparties resulted in an increase of trades with one counterparty and a greater likelihood that more trades, with a single counterparty, will have similar factors and be compressed. There is also a regulatory aspect to the increased use of clearinghouses as it is one of many features included in the Financial Reform Act.

In future filings, we will expand our disclosures to provide more details regarding material changes in the contract/notional amounts of credit derivatives presented, as appropriate, noting that the changes in the contract/notional amounts of credit derivatives between December 31, 2012, and March 31, 2013 were not material.  Therefore, expanded disclosures for the Form 10-Q for the quarterly period ended March 31, 2013 are not being provided.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 4 of 7

b.

 Tell us the factors driving the substantial reduction in the gross fair value of these derivative assets and liabilities, relative to the notional value.

Response:  The primary factor related to the changes in fair value of these derivatives during the year ended December 31, 2012 was from credit markets improving throughout 2012. Such improvement in the credit markets led to tightening of credit spreads which reduced the derivative receivables from purchased CDS and reduced the derivative payables on written CDS.  Several factors contributed to improved credit markets in 2012, including stronger corporate earnings, subsidence of European concerns, lower default rates and decreased bank capital and liquidity concerns. Some of the indicators of credit market performance are the North American Corporate Investment Grade Index (CDX.NA.IG) and the North American High Yield Index (CDX.NA.HY). CDX.NA.IG17 ended 2011 at a spread of 120bps and tightened by the end of 2012 to 74bps, a 38% spread compression. CDX.NA.HY17 (which is quoted in price terms) ended 2011 at $93.00 and increased by the end of 2012 to $103.00, a 10.7% increase in price. The movement in credit market indices can be correlated to changes in fair value of our credit derivative portfolio.

In regards to the fair value change relative to the change in notional value, there is not a correlation due to the use of trade compression.  In trade compression, contracts with the same counterparty are eliminated if they have offsetting similar factors which results in the elimination of certain contracts.  This process does not change the net market risk of the contracts, which is the primary driver of the fair value of the contracts.  Prior to trade compression, the contracts (that are now being compressed) would have remained outstanding but would have been netted against each other in determining the net market risk.  As a result, while trade compression does not change the net market risk, it does reduce the notional value of the trades.  Therefore, the decrease in contract/notional amount of credit derivatives during 2012 is not related to the decreased fair value of the derivative contracts, which was due to the improving credit markets.

Item 8. Financial Statements and Supplementary Data, page 153

Consolidated Statement of Cash Flows, page 161

7.

 We note your line items proceeds from sales of loans and leases and other changes in loans and leases, net in investing activities. Please tell us whether these line items include the activity in your loans held-for-sale and trading loans accounts. If so, tell us the amount of activity for the last three years included in these line items for loans held for sale and trading loans and how you considered the guidance in ASC 230-10-45-21.

Response: We do not present the cash flows related to loans held-for-sale (LHFS) and trading loans in investing activities in our Consolidated Statement of Cash Flows. In compliance with ASC 230-10-45-21, these cash flows are included in the operating activities section of the Consolidated Statement of Cash Flows.  The cash used for originations and purchases of LHFS along with the net proceeds from sales, securitizations and paydowns of LHFS have been included in the line item titled “net (increase) decrease in other assets.” The cash flow activity from our trading loans is included in the line item titled “net (increase) decrease in trading and derivative instruments”.  Further, the cash proceeds from sales, securitizations and paydowns and the cash used for originations and purchases of LHFS has been disclosed in our Form 10-K for the year ended December 31, 2012 and other periodic filings in Note 5 - Outstanding Loans and Leases to the Consolidated Financial Statements. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, we had proceeds from sales, securitizations and paydowns of LHFS of $55.9 billion, $147.5 billion and $281.7 billion

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 5 of 7

Rule 83 confidential treatment request made by Bank of America Corporation

for 2012, 2011 and 2010, respectively. We also disclosed the amounts used for originations and purchases of LHFS of $59.8 billion, $118.2 billion and $263.0 billion for 2012, 2011 and 2010, respectively. To increase the transparency of the proceeds and originations and purchases related to these activities in future filings, beginning with our Form 10-Q for the quarterly period ended March 31, 2013, we will provide further breakouts of the LHFS activity in the operating activity section of the Consolidated Statement of Cash Flows.

Notes to Consolidated Financial Statements, page 162

Note 8 Representations and Warranties Obligations and Corporate Guarantees, page 211

8.

 We note your disclosure on page 216 that you are n

April 23, 2013

Via E -mail
Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255

 Re: Bank of America Corporation
  Form 10 -K for  the Fiscal Year Ended December 31, 2012
  Filed February 28, 2013
  Form 8 -K filed April 17, 2013
  File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your filing s and have the following comments.  In some  of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information  or by advising us when you will provide the requested
response.   Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosures.  If you do not believe our
comments apply to your facts and cir cumstances, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments,  including the draft of your proposed disclosures,  we may have
additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Continued mortgage foreclosure delays . . . , page 6

1. Please revise future filings to further describe the increase in the time required to
complete a foreclosure in judicial states.  For example, we note the ex amples provided in
your response to comment 2 in your letter dated May 25, 2012.  Please also revise to
quantify the mortgage -related assessments and waiver costs disclosed in the fifth
paragraph of this risk factor.  We note your disclosure on page 63 tha t you recorded

Brian T. Moyniha n
Bank of America Corporation
April 23, 2013
Page 2

 $867 million of mortgage -related assessments, waivers and similar costs.  Including this
type of information in this discussion will assist investors in understanding the risk.

Failure  to satisfy our obligations as  servicer . . . , page 7

2. Please revise future filings to clarify the portion of residential mortgage loans that you
originated or acquired that were securitized, the portion of these securitized loans that
you service, and the substantial portion of your residential mortgage loan s that you
originate for which you use the MERS system.

3. Additionally, describe the nature of the new and more stringent requirements related to
the default activities imposed by the GSEs.

Our businesses may be affected by uncertainty . . . , page 11

4. Please revise future filings to prominently state in the risk factor discussion that a
voluntary restructuring may not be considered a credit event that would trigger a payment
under a CDS contract.

Capital Composition and Ratios, page 71

5. We note your disclosure of risk -weighted assets as of December 31, 2012 and 2011 and
the summary narrative description of the types of financial instruments driving the
decrease in risk -weighted assets.  However, it is not entirely clear if the decrease be ing
driven by those positions is due to decreases in book size, book quality, model or
methodology updates, etc.  Therefore, in future filings, please consider providing a
rollforward of risk -weighted assets showing the key drivers of the movements in the risk-
weighted assets balance, by type of risk -weighted asset type, if possible.

Risk Mitigation, page 104

6. We note your disclosure on page 105 that the contract/notional amounts of credit
derivatives decreased due to portfolio optimization and increased u tilization of
clearinghouses in relation to certain regulatory initiatives and refinement of risk
mitigation activities.  Additionally, we note from your tables in Note 3 that the notional
value of credit default swaps purchased and written decreased by 20 % and 19%,
respectively, during 2012, but the fair value of gross derivative assets and gross
derivative liabilities decreased by 63% and 64%, respectively.   Please address the
following:

 Tell us and revise your future filings to expand and separately qua ntify the underlying
reasons for the overall decline in the contract/notional amount of credit
derivatives.   Specifically, explain why the increased use of clearinghouses drove a

Brian T. Moyniha n
Bank of America Corporation
April 23, 2013
Page 3

 reduction in the notional amounts of credit derivatives and clarify the chang es made
due to the refinement of risk mitigation activities.

 Tell us the factors driving the substantial reduction in the gross fair value of these
derivative assets and liabilities, relative to the notional value.

Item 8. Financial Statements and Supple mentary Data, page 153

Consolidated Statement of Cash Flows, page 161

7. We note your line items “proceeds from sales of loans and leases” and “other changes in
loans and leases, net” in investing activities.  Please tell us whether these line items
include  the activity in your loans held for sale and trading loans accounts.  If so, tell us
the amount of activity for the last three years included in these line items for loans held
for sale and trading loans and how you considered the guidance in ASC 230 -10-45-21.

Notes to Consolidated Financial Statements, page 162

Note 8 Representations and Warranties Obligations and Corporate Guarantees , page 211

8. We note your disclosure on page 216 that you are not performing loan -level reviews for
46% of your unresolved  mortgage insurance (MI) rescission notices because these notices
are implicated by ongoing litigation.  You later state in the disclosure that 40% of the
remaining open MI rescission notices are also the subject of ongoing litigation, but you
are processi ng them in a manner generally consistent with those notices not affected by
litigation.  Please explain why you would process some MI rescission notices subject to
ongoing litigation and not others.   As part of your response, tell us whether you are
updati ng your accrual for the MI rescissions you are not currently reviewing due to
ongoing litigation based on your findings of any valid claims for the rescissions for the
other MI rescissions you are reviewing.  If not, tell us why.

Form 8 -K filed on April 1 7, 2013

Exhibit 99.1 – The Press Release

Consumer and Business Banking (CBB), page 5

9. We note your disclosure here and on page 22 of the earnings presentation that effective
January 1, 2013 you revised your methodology for allocating capital to the busin ess
segments.  You state that  changes included the update of the terminology to allocated
capita l from economic capital and the consideration of the effect of regulatory capital
requirements in addition to your internal risk -based economic capital models.  Please tell
us in more detail how the effects of regulatory capital requirements are modeled in your

Brian T. Moyniha n
Bank of America Corporation
April 23, 2013
Page 4

 new allocated capital methodology.  Also, discuss how these changes impacted the
allocated capital for each segment.  For example, we note on page 20  of the press release
that the amount of capital allocated to  Global M arkets  and Consumer Real Estate
Services  increased 111% and 92% respectively, between December 31, 2012 and March
31, 2013, but the amount of capital allocated to Consumer & Business Bank ing and
GWIM only increased 18% and 23%, respectively based on the change in methodology.

             We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informa tion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the discl osures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or chang es to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Lindsay McCord  at (202) 551 -3417 or Stephanie Ciboroski  at
(202) 551 -3512  if you have questions regarding comments on the financial statements and
related matters.  You may contact Aslynn Hogue at (202) 551 -3841 or me at (202) 551 -3675
with any other questions.

Sincerely,

 /s/ Stephanie J. Ciboroski for

 Suzanne Hayes
Assistant Director

CORRESP
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		3.11.13 Correspondence

March 11, 2013

Via EDGAR

Ms. Amy M. Starr

Chief

Office of Capital Markets Trends

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:

 Bank of America Corporation

424 Prospectuses relating to Registration Statements on Form S-3ASR

Filed April 20, 2009 - File No. 333-158663

Filed March 30, 2012 - File No. 333-180488

Dear Ms. Starr:

Bank of America Corporation (the “Corporation”) has received your letter dated February 21, 2013 (the “2013 Letter”) setting forth the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the Corporation's offerings of structured notes pursuant to the Corporation's Registration Statements on Form S-3ASR (Registration Nos. 333-158663 and 333-180488).

The Corporation confirms that it will comply with the comments of the Staff set forth in the 2013 Letter.  The Corporation will use its best efforts to conform its structured note disclosure for future prospectus supplements by or before April 1, 2013 in accordance with the 2013 Letter and in a manner consistent with the Corporation's previous responses to the Staff's prior letter dated April 12, 2012.

*  *  *

In connection with the Corporation's responses to the Comment Letter, the Corporation acknowledges that:

•

 the Corporation is responsible for the adequacy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

 the Corporation may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Ms. Amy M. Starr

March 11, 2013

Page 2

The Corporation believes that the foregoing is responsive to the comments raised by the Staff in the 2013 Letter.  If you have any further questions or require additional information, please contact me at mpressman2@bankofamerica.com.

Sincerely,

/s/ Michael Pressman

Michael Pressman

Assistant General Counsel

February 27, 2013

Via E -mail
Brian T. Moynihan
Chief Executive Officer  and President
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
Form 10-K for F iscal Year Ended December 31, 2011
Filed February  23, 2012
  File No. 001 -06523

Dear Mr. Moynihan :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

CORRESP
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		BAC Response 02.04.13

February 22, 2013

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

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 23, 2012

File No. 001-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated February 4, 2013. 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. Terms used herein but not defined have the same meaning as in the referenced Form 10-K as applicable. We would be pleased to continue to work with the Staff in resolving any matter requiring further attention.

Form 10-K for Fiscal Year Ended December 31, 2011

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

Complex Accounting Estimates - Goodwill and Intangible Assets, page 124

1.

 We note your response to the third bullet of prior comment 3 from our letter dated October 19, 2012. Please tell us in more detail how you considered the guidance in ASC 350-20-35-7 in determining that you were not required to specifically allocate those assets and liabilities to your reporting units.

Response:  ASC 350-20-35-7 states, “In determining the carrying amount of a reporting unit, deferred income taxes shall be included in the carrying amount of the reporting unit, regardless of whether the fair value of the reporting unit will be determined assuming it would be bought or sold in a taxable or nontaxable transaction." As a result, our response to your comment is solely in regards to the approximate $30 billion of net deferred tax assets (“DTAs”) as of June 30, 2011 that have not been allocated to the reporting units.

Regarding the other remaining assets and liabilities in All Other, which composition is described in more detail in our response to the third bullet of prior comment 3 from your letter dated October 19, 2012 and, as we previously discussed with you, we performed a reconciliation of specific assets and liabilities that are assigned to All Other that are either not employed in the operations of a reporting unit or not considered in determining the fair value of the reporting units. We compared this total against the All Other assets and liabilities after the hypothetical allocations, which provided evidence that there were not any residual assets or liabilities in All Other that should have been allocated to the reporting units.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 2 of 7

As for the $30 billion of net DTAs noted in our response:

•

 approximately $22 billion relates to net operating loss (“NOL”) and tax credit carryforwards,

•

 approximately $26 billion relates to deferred tax assets (“DTAs”) resulting from temporary differences, and

•

 approximately $18 billion relates to deferred tax liabilities (“DTLs”) resulting from temporary differences.

As a reference to the composition of the NOL and tax credit carryforwards, DTAs, and DTLs that existed at June 30, 2011, we have attached as an appendix a summary of our net deferred tax assets as of December 31, 2011 and we note that the December 31, 2011 balances are not significantly different than the amounts at June 30, 2011.

We do not believe the $22 billion of NOL and tax credit carryforwards that are attributed to specific legal entities are required to be or should be assigned to the reporting units because our reporting units are not separate legal entities. ASC 350-20 does not address whether deferred tax assets arising from NOL and tax credit carryforwards, which are not related to particular assets or liabilities of a reporting unit, should be assigned to a reporting unit. The NOL and tax credit carryforwards are applicable to certain legal entities whereas the DTAs and DTLs are applicable to particular assets and liabilities. Our segments and reporting units are not separate legal entities, but instead are particular assets and liabilities that are grouped based on the business activities they support. For example, every reporting unit will contain assets and liabilities that are owned by Bank of America, N.A. (BANA), our primary banking subsidiary, which results in the BANA legal entity being spread across the reporting units. Because our reporting units are not separate legal entities, we assume that a sale of a reporting unit would be in a taxable transaction and, as a result, we do not include a benefit from the NOL and tax credit carryforwards to the reporting units because a market participant acquirer would not be entitled to retain the NOL and tax credit carryforwards. Therefore, we do not believe the DTAs arising from the NOL and tax credit carryforwards that are attributable to specific legal entities are required to be or should be assigned to the reporting units.

For the remaining approximate $26 billion of DTAs and $18 billion of DTLs, it should be noted that $14 billion of the DTAs and $4 billion of the DTLs relate directly to our Consumer Real Estate Services (“CRES”) reporting unit which had no goodwill as of June 30, 2011.

The impact of allocating the remaining $12 billion of DTAs and $14 billion of DTLs would be immaterial to the impairment tests. In our July 1, 2011 response to comment 17 of your letter dated June 6, 2011, we discussed how we determine the carrying value of our reporting units. The most significant component of the carrying value is the determination of the amount of economic capital required for a segment and reporting unit. If we were to allocate the deferred taxes to the reporting units, we do not believe the deferred taxes would affect economic capital (or carrying value of the reporting units). Economic capital is based on market value volatility rather than generally accepted accounting principles. Hence, from an economic value perspective, the tax provisions are based on statutory income tax rates and use current taxes when computing net operating profit and for discounting to market value. As a result, the income tax timing differences are not relevant to market values and would not affect the economic capital of the reporting units. As described earlier, we assume the reporting units would be sold in a taxable transaction in which the acquirer would not receive any benefits from the deferred taxes; therefore, the deferred taxes do not change our fair value estimate. As a result, the reporting units' carrying values and fair values are not impacted by the allocation of deferred taxes, and therefore has no effect on step one of our goodwill impairment tests. We also considered an alternative view, which we do not support, where the deferred tax allocation would result in adjusting the reporting units' carrying values for the net amount of their applicable deferred tax allocations. In considering the allocation of the $12 billion of DTAs and $14 billion of DTLs, it is important to note that the majority of these DTAs and DTLs relate to assets and liabilities that are either spread across the reporting units or are not employed in the reporting units (i.e., they

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 3 of 7

apply to All Other). As such, none of the reporting units' deferred taxes, on a net basis (e.g., DTAs less DTLs), is significant. Even if we applied this view, the allocation of the deferred taxes would not change the results of the June 30, 2011 goodwill impairment tests due to the insignificant net deferred taxes that would have been allocated. We do not support this view as it is primarily reliant on a separate legal entity concept. ASC 305-20 does not contemplate the effect an allocation of deferred taxes would have to a reporting unit's carrying value when that reporting unit is a group of assets and liabilities and not a separate legal entity or entities. As described above, the carrying value of our reporting units is based on the amount of economic capital required to support the reporting unit. The economic capital is determined on a current tax basis. Therefore, the allocation of the deferred taxes would also draw an intercompany receivable/payable or contribution/distribution from the parent so that the risk of the deferred taxes is borne by the parent and the capital basis would not be impacted for the effect of the deferred taxes (i.e., the amount of required capital is not affected by the deferred taxes).

2.

 We note your response to the third bullet of prior comment 3 from our letter dated October 19, 2012 where you discuss the process you follow to allocate assets and liabilities to the reporting units. Tell us how you considered the fair values of the assets and liabilities allocated to each reporting unit during the hypothetical allocation process together with the fair values of the assets and liabilities you directly allocated to each of your reporting units in determining the fair value of each reporting unit as a whole. In other words, tell us how you ensure that the way you derive the fair value of your reporting units is reflective of all of the assets and liabilities that you have determined make up the carrying value of the reporting units. As part of your response, please address each of your fair value methodologies (market approach based on a weighting of tangible capital, book capital and earnings multiples, and income approach based on discounted cash flows of estimated future cash flows), separately.

Response:  Prior to addressing your comment, we believe it would be helpful to provide a high-level summary of the allocation process of hypothetical assets and/or liabilities to our reporting units, which is described in more detail in our July 1, 2011 response to comment 17 of your letter dated June 6, 2011. Essentially, the process begins with the calculation of the amount of equity to allocate to a reporting unit. After the equity is determined, we total the amount of assets and liabilities specifically owned by the reporting units. This process results in the reporting units not having a balance sheet in which their assets equal their liabilities and equity. In order to get an appropriate balance sheet, hypothetical assets or liabilities are allocated to the reporting unit from the All Other category at their carrying value, which is viewed as an intercompany transaction and results in a balance sheet that is consistent with the reporting units' Allocated Equity and earnings.

An important consideration in this allocation is that the segments that support the reporting units are being assessed funding costs through the funds transfer pricing process. The funds transfer pricing process is designed and governed to ensure that each business, in conjunction with its actual interest income and interest expense, (herein interest income and interest expense is referred to as “cash flows”) is properly allocated applicable revenues and costs as if it were a standalone business. This process would also include the All Other category for its activities. The amount of cash flows assigned to the reporting unit is determined based on the reporting unit's owned assets and/or liabilities, including the duration of the reporting unit's assets and/or liabilities, and the amount of hypothetical assets or liabilities the entity needs to support those assets and liabilities and economic capital. Because of the method that costs are charged to the segments, it is imperative that the hypothetical asset or liability has duration and terms consistent with the costs being charged to the segment (i.e., the terms of the hypothetical asset or liability should be consistent with the costs of the hypothetical asset or liability). The cash flows and terms of the hypothetical assets and/or liabilities are those that we believe the segments would receive, incur, hold or owe if they operated on a standalone basis. If we tried to allocate specific assets and/or liabilities from All Other, they would still need to match the funding cost. Therefore, we would need to separate or split-up individual assets and liabilities, including the derivatives used in managing

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Page 4 of 7

the Corporation's interest rate risk, into portions to get the assigned assets and/or liabilities to be consistent with the correct allocation. The use of a hypothetical allocation accomplishes this in a more efficient and effective manner and results in the reporting units having a proper balance sheet consisting of assets and liabilities that are consistent with the underlying equity and earnings. This process then allows us to rely on the reporting unit's cash flows when estimating fair value, which would incorporate the assets and liabilities, including the hypothetical assets and liabilities, that make up the reporting unit's carrying value.

In regards to our valuation methodologies, we rely on an income approach and/or a market approach to determine the fair value of our reporting units. In performing these valuations, the actual results of the reporting units, which is based on the actual cash flows associated with the assets and liabilities specific to the reporting units and the cash flows allocated through the funds transfer pricing process, which would be the cash flows associated with the hypothetical allocated assets and liabilities, are incorporated into the valuations. To assist with these fair value measurements for step one of the goodwill impairment tests, we engage a third party with expertise in valuations to help perform the valuations. Depending on the reporting unit, we may use the average of the two valuations, only the income approach or only the market approach for estimating the fair value of the reporting units. We use only the income approach for reporting units that are subject to certain volatility in the markets which, due in part to financial reform and regulation and the financial crisis, make market comparables less meaningful. We use only a market approach when we believe a market participant would be primarily concerned with the balance sheet composition of the reporting unit. Certain of these weightings have varied over the years due to the changing economic environment and changes in the composition of certain reporting units, to ensure they are evaluated in a meaningful way.

The method we apply to determine the carrying value of the reporting units is integral to our estimation of the fair value of the reporting units. The net earnings of the reporting units, which are derived from the reporting units' direct revenues, net interest income and costs and the interest income and expenses recognized through the funds transfer pricing process is a significant factor in the reporting units' fair value estimates. The costs associated with the funds transfer pricing process, are the costs of the hypothetical allocated assets and liabilities, and the resultant net earnings which are utilized in our income approach as it is based on a forecast of expected future net cash flows. These forecasted net cash flows include the reporting units' direct and allocated revenues and costs. Additionally, under the market approach, net earnings is also a significant factor in determining fair value as that approach considers multiples of the reporting unit's trailing 12 months of net income (or adjusted 12-month net income in circumstances where the trailing 12 months included significant one-time items), tangible Allocated Equity and Allocated Equity values with more emphasis placed on the earnings multiples. These net earnings are dependent on the direct and allocated revenues and costs. As descri

February 21, 2013

Via E -mail
Gary G. Lynch
Global General Counsel
Bank of America Corporation
Bank of America Tower
One Bryant Park
New York, New York 10036

Re: Bank of America Corporation
424 Prospe ctuses relating to Registration Statements on Form S -3ASR
Filed April 20, 2009 -- File No. 333-158663
Filed March 30, 2012 -- File No. 333 -180488

Dear Mr.  Lynch :

We have reviewed certain of your prospectus supplements for structured note offerings
and your response s to our letter dated April 12, 2012  and considered our subsequent discussions
with you.  We  have a number  of comments  that we have identified below .  Please respond to this
letter within ten busin ess days confirm ing to us that you will comply with our comments  in this
letter and in our prior letter  in your future prospectus supplements or explaining why you believe
the comment is not appropriate .  Please note that it is possible that we may have ad ditional
comments  on the prospectus supplements you file in the future .

Pricing and Value of Structured Notes

We believe that, similar to the requirements of Regulation S -K Items 201, 501, and 505
for equity securities, the method by which the price of  the structured note being offered is
determined through evaluation of its components and the value of such components should be
described, particularly since the price and value of the structured note are not readily
determinable from public information r egarding your outstanding debt obligations.  In our
discussions, you have described the components of the public offering price of the structured
note and the issuer’s or its affiliates’ estimate of the value of the structured note.  Since you or
your affi liates  develop these valuations, we believe that it is important for investors to
understand the difference between the original issue price of a structured note and its value as
estimated by you or your affiliate  in structuring the note and determining it s pricing (the
“issuer’s valuation”).

Gary G. Lynch
Bank of America Corporation
February 21 , 2013
Page 2

 Issuer’s Valu ation

In order to clarify the disclosure for investors about the pricing and market value of the
securities, w e believe you should prominently disclose, together with the price of the structured
note as required by Item 501 of Regulation S -K, the issuer’s valuation  of the structured note  on
the cover page of the prospectus.  We believe that investors should be able to understan d the
difference between the issuer’s valuation and the original issue price that they are paying for the
structured note.  In order for investors to understand this difference in a clear manner , we believe
the issuer’s valuation that is disclosed should n ot include hedging costs (except in one limited
circumstance described below), underwriting discounts or commissions and other transaction
costs.   In a typical structured note offering, we believe that t he disclosed  issuer’s valuation
should consist of a s ingle number that is comprised of the sum of the issuer’s valuation of the
two components  of the structured note: (1) the fixed income bond and (2) the embedded
derivative (s).  As discussed below, information about hedging and other costs also may be
discl osed.

You may use n arrative disclosure  to explain how you derive the issuer’s valuation  of the
structured note.   For instance, if you include narrative disclosure, you could disclose that the
issuer’s valuation is determined by using internal pricing mod els.  In that case, it may be
appropriate to narratively describe the pricing models and the relevant inputs and assumptions
used in such models.  As discussed below, narrative disclosure should include a discussion of the
risks inherent in your valuation  methodology and related assumptions .

It is our understanding that t he value of the fixed income bond  component of the issuer’s
valuation  may reflect either (i) an interest rate that you determine you are willing to pay to issue
similar debt securities (known as an “internal funding rate”) or (ii) an interest rate that reflects
your secondary market credit spread s.  We understand that the internal fundi ng rate may
represent a discount from your secondary market credit spreads.  We have observed that issuers
typically use an internal funding rate in calculating the value of the fixed income bond in order to
account for higher issuance, operational and ong oing management costs of structured notes in
comparison to those costs for conventional fixed -rate debt, which is generally issued at an
interest rate that reflects secondary market credit spreads .  If the inter nal funding rate is used , we
believe that you  should include appropriate disclosure to describe how the use of an internal
funding rate, rather than secondary market credit spreads , impacts the issuer’s valuation of the
structured note.  In addition, we believe that you should discuss in appropriate risk factor
disclosure the risks that arise because this  difference affects the value of the structured note at
issuance as compared to the price of the structured note in the secondary market.

Gary G. Lynch
Bank of America Corporation
February 21 , 2013
Page 3

 We have observed  that when issuers value the embedded derivati ve component , they use
valuation models that have  various inputs.   To develop these valuation models, issuers use traded
market prices on comparable derivative instruments to derive the inputs for their embedded
derivative valuation models ( customarily cal led “mid -market inputs”).  These inputs can be used
to estimate the value of other embedded derivatives that offer terms s imilar to the comparable
traded derivative instruments.   For structured notes, issuers generally make adjustments to the
mid-market in puts to estimate the value of a n embedded  derivative that does not have an
observable market price .  Such inputs are generally determined in the same manner for financial
statement  reporting  purposes.   If you do not use mid -market inputs, we believe you should
disclose this fact, describe what you use, and  the risk that the embedded derivative is being
valued differently than other similar derivatives .

In addition, except in one limited circumst ance noted below, we believe the disclosed
valuation of the embedded derivative should not include “hedging costs” or other “transaction
costs” of you or your affiliates arising from the issuance of the notes.  We have observed that
some issuers may use on ly a bidding process with unaffiliated third parties rather than internal
pricing models to value the embedded derivative in the structured note .  If you do not bid  out the
pricing of the embedded derivative to an unaffiliated third party  or you use an int ernal pricing
model to value the embedded derivative for any reason , the value of the embedded derivative
should not include  any hedging and other transaction costs  of you or your affiliates .  These costs
should not be included because they are costs to yo u as the issuer separate from the value of the
embedded derivative component.  If you (i)  bid out the pricing of the embedded derivative to an
unaffiliated third party as the sole method of valuing the embedded derivative,  (ii) do not use any
internal pric ing model to value the embedded derivative for any reason and (iii) disclose in your
prospectus that you will engage in the derivative transaction with such unaffiliated third party,
then you may use the unaffiliated third party’s bid for valuing the embed ded derivative .  We
understand that the unaffiliated third party’s bid  may already include their hedging costs.   In this
limited  circumstance, your disclosure should indicate that the issuer’s valuation includes the
unaffiliated third party’s estimated hed ging costs as part of its bid price for the embedded
derivative .

Other Costs or Amounts

In addition to the disclosure of the issuer’s valu ation , we believe that as part of your
pricing disclosures you  should include narrative disclosure to explain (i) the fees, costs and other
amounts that you add to the issuer’s valu ation  to calculate the original issue price of the
structured notes and (ii) whether those amounts received from investors are used or retained by
you or  an affiliate .  As appropriate, you may quantify such disclosed fees, costs and other
amounts.

Gary G. Lynch
Bank of America Corporation
February 21 , 2013
Page 4

 Timing

Consistent with Securities Act Rule 159, w e believe that information about the issuer’s
valuation  should be conveyed to investors prior  to the time of sale so that they can make an
informed investment decision.  If the structured notes are marketed using a preliminary
prospectus  or preliminary term sheet, and you use a range of the initial offering price or pricing
terms of the structured notes in suc h materials, then we understand you may also have developed
a range of the issuer’s valuation  of the structured notes , which also should be disclosed .  In
addition , you should provide sufficient disclosure in the preliminary prospectus or preliminary
term sheet so that investors can assess the correlation between the range of the original issue
price and the range of the issuer’s valuation .

Risk Factors

Depending upon the facts and circumstances of a particular offering, the p rospectuses for
your structur ed note offerings may need to include risk factor disclosure1 relating to the pricing
and valuation of the structured notes , as applicable, including:

 the risk that the  issuer’s valu ation  will be less than the original issue price ;
 risks arising from the fact that the embedded derivative is not valued using mid -market
inputs ;
 risks to the effect that the use of an internal funding rate, rather than secondary market
credit spreads, may result in a value of the structured note at issuance that is different
from the price of the structured note in the secondary market;
 the risk that secondary market prices will likely be lower than the original issue price
because secondary market prices (i) take into account your secondary market credit
spreads and (ii) excl ude your costs of hedging your obligation on the notes, underwriting
discounts and commissions and other transaction costs ;
 any risks arising from the manner in which customer account statement values after
issuance are determined and why these values may  be temporarily higher than the
secondary market values of the notes;
 the factors that may affect secondary market prices such as changes in market conditions,
your creditworthiness, and customary bid/ask spreads for similarly sized trades; and
 any conflic ts of interest arising from the determination of the structured note price, the
issuer’s valuation, or the sale of the structured notes by an affiliate of the issuer.

1  See Item 503 of Regulation S -K.

Gary G. Lynch
Bank of America Corporation
February 21 , 2013
Page 5

 Secondary M arket

We note that prospectuses disclose that the issuer or its affiliates  may, but are not
obligated to, make a secondary market in the structured notes.  We have observed that
immediate ly following the issuance of structured  notes, where there is disclosure that issuers or
their affiliates may repurchase the notes, the price at which the issuer or its affiliates  may
initially repurchase structured notes may exceed the issuer’s valuation, the secondary market
price of the notes , and the value of these notes on customer account statements.  We understand
that this tempo rary difference may occur because the repurchase price may include
“reimbursement ” of (i) amounts that the issuer will not be using to hedge its future exposures on
the notes, and (ii) other amounts that  the issuer  added to the issuer’s valuation  to determ ine the
price of the notes  at initial issuance.

If applicable, w e believe that you should disclose why  the price at which you  or your
affiliates may  initially repurchase the notes may exceed the secondary market price for the notes.
We also believe that  you should disclose whether investors will always receive a higher
repurchase price immediately after the issuance of the notes or whether it is discretionary.
Further, since the  time period  for the temporary price difference  is typically determined at the
time of the  initial pricing of the notes, you should disclose such time period  and the reason for
choosing the time period .  We have observed that sometimes this time period is referred to as an
“amortization” period.  However, we believe this terminolo gy may confuse investors.  Instead,
we believe you should use clear disclosure to explain to investors the reason for the potential
temporary difference between the repurchase price, the issuer’s valuation, the secondary market
price, and if applicable, th e value on customer account statements.

If you have any questions regarding these comments, please contact me or Raquel Fox at
(202) 551 -3860.

  Sincerely,

  /s/ Amy Starr
  Amy Starr
Chief
Office of Capital Markets Trends
Division of Corporation Finance

CORRESP
1
filename1.htm

		02.19.13 Correspondence

Via EDGAR

February 19, 2013

Ms. Suzanne Hayes

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Bank of America Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2011

Dear Ms. Hayes:

This letter is in response to your letter of February 4, 2013 concerning the above filing. We are in the process of responding to your comments, but are requesting an extension until February 26, 2013 to allow additional time to compile our response. If you have any questions or concerns, please do not hesitate to contact me at (980) 386-5083.

Sincerely

/s/ Michael Pressman

Michael Pressman

Assistant General Counsel

February 4, 2013

Via E -mail
Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255

Re: Bank of America  Corporation
Form 10 -K for Fiscal Year E nded December 31, 201 1
Filed February 2 3, 201 2
  File No. 001 -06523

Dear Mr. Moynihan :

We have reviewed your response dated November 9, 2012  and have the following
comments.  In some of our comments, we may ask you  to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed dis closures that
clearly identifies  new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments,  including
the draft of your proposed disclosures,  we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Management’s Discussion and Analysis of Fina ncial Condition and Results of Operations

Complex Accounting Estimates – Goodwill and Intangible Assets, page 124

1. We note your response to the third bullet of prior comment 3 from our letter dated
October 19, 2012.    Please tell us in more detail how you  considered the guidance in ASC
350-20-35-7 in determining that you were not required to specifically allocate those
assets and liabilities to your reporting units.

Brian T. Moynihan
Bank of America Corporation
February 4, 201 3
Page 2

 2. We note your response to the third bullet of prior comment 3 from our letter dated
October  19, 2012 where you discuss the process you follow to allocate assets and
liabilities to the reporting units.    Tell us how you consider ed the fair value s of the assets
and liabilities allocated to each reporting unit during the hypothetical allocation pro cess
together with the fair values of the assets and liabilities you directly allocated to each of
your reporting units in determining the fair value of each reporting unit as a whole.   In
other words, tell us how you ensure that the way you derive the fai r value of your
reporting units is reflective of all of the assets and liabilities that you have determined
make up the carrying value of the reporting units.   As part of your response, please
address each of your fair value methodologies (market approach based on a weighting of
tangible capital, book capital and earnings multiples, and income approach based on
discounted cash flows of estimated future cash flows), separately.

3. Describe any reconciling procedures you perform to conclude that your process of
allocating assets and liabilities based on hypothetical terms (e.g. interest rate and maturity
characteristics) instead of actual terms is appropriate.   For example, in your response, you
note that from a fair value perspective, the allocated assets and  liabilities are assumed to
have terms consistent with the costs the reporting units absorbed through the funds
transfer pricing system.   Tell us how you determine whether there are differences
between the actual fair values of the assets and liabilities t hat are allocated from the “All
Other segment” and the fair values of those same assets and liabilities based on the
assumed terms you included in your hypothetical allocation methodology.

4. Tell us whether you have made any changes as of June 30, 2011 or a fter to your market
participant assumptions for fair value of your reporting units as it relates to Basel III and
other regulatory changes.   If so, tell us when those changes were made, and specifically
discuss how they were reflected in each of your diffe rent fair value methodologies.   If
not, please tell us how you concluded that market participants have not contemplated
such changes in their estimates of fair value, and tell us when you would expect, and how
you would to expect,  to make such adjustments  to your fair value assumptions.

You may contact Lindsay McCord  at (202) 551 -3417  or Stephanie Ciboroski  at (201)
551-3512  with any questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

		BAC Response 10.19.2012

  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 portions.

November 9, 2012

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

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 23, 2012

Form 10-Q for the Quarterly Period Ended June 30, 2012

Filed August 2, 2012

Response Dated September 28, 2012

File No. 001-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated October 19, 2012. 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.  Terms used herein but not defined have the same meaning as in the referenced Form 10-K or Form 10-Q as applicable. We would be pleased to continue to work with the Staff in resolving any matter requiring further attention.

General

1.

 In your response to several of our comments you agreed to provide certain disclosure revisions in your future filings; however you did not provide us with a draft of your proposed disclosures as requested. We may have additional comments once we review your revised disclosures.

Response:  For your convenience we have attached the above referenced disclosures, which were included in our Form 10-Q for the Quarterly Period ended September 30, 2012, as an appendix (Appendix A) to this letter. There were certain requests to expand our discussion of our risk factors, of which we agreed to include beginning in our Form 10-K for the year ended December 31, 2012 (From 10-K). These are not included in Appendix A as they will be completed with the Form 10-K.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

November 9, 2012

Page 2 of 10

Rule 83 confidential treatment request made by Bank of America Corporation

Form 10-K for Fiscal Year Ended December 31, 2011

Item 1A. Risk Factors

We temporarily suspended our foreclosure sales nationally in 2010 to conduct an assessment…,

page 7

2.

 We note your response to prior comment 2 of our letter dated September 4, 2012. Please include the percentage of Countrywide PCI portfolio in the calculation of your residential mortgage loan portfolio that is concentrated in judicial states.

Response:  While our response to your prior comment 2 of your letter dated September 4, 2012 letter indicated we planned to exclude the Countrywide PCI and fully insured portfolios from the risk factor disclosure, we will adjust the disclosure so that it includes the Countrywide PCI portfolio. Therefore, the risk factor disclosures in future filings, beginning with the Form 10-K for the period ended December 31, 2012, will include the following, with the underlined words being new as compared to prior filings.

We have resumed foreclosure sales in nearly all states where foreclosure does not require a court order (non-judicial states). While we have resumed foreclosure proceedings in nearly all states where a court order is required (judicial states), our progress on foreclosure sales in judicial states has been much slower than in non-judicial states. Excluding fully insured portfolios, approximately []% of our residential mortgage loan portfolio, including []% of non-performing residential mortgage loans, and []% of our home equity portfolio, including []% of non-performing home equity loans, were in judicial states as of [period end date].

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

Complex Accounting Estimates  - Goodwill and Intangible Assets, page 124

3.   We note your responses to prior comments 3 - 4 of our letter dated September 4, 2012. In an effort to further understand your use of economic capital as a proxy for the carrying value of your reporting units for purposes of your goodwill impairment testing, please address the following:

a.

 Provide us with the required economic capital balance for each of your reportable segments, including All Other, as of June 30, 2011 and reconcile the total economic capital of your reportable segments to consolidated shareholders' equity as of that date. Please ensure that the balances provided are period-end balances as opposed to average amounts.

Response:  Our proxy for the carrying value of our reporting units is represented by a calculated amount (Allocated Equity) which is the sum of a reporting segment's economic capital, plus an allocation of equity equivalent to 100% of its goodwill and a portion of the intangibles applicable to the reporting unit. As described in our response to your comment 3b in your letter dated September 4, 2012, our estimate of economic capital is derived from the amount of capital each reporting segment would require to maintain a risk profile consistent with a AA rating. *[REDACTED]*

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

November 9, 2012

Page 3 of 10

Rule 83 confidential treatment request made by Bank of America Corporation

*[REDACTED]*

b.

 Confirm our understanding that the net book value of the All Other segment equals its required economic capital balance plus any excess/residual capital of the Company.

Response:  That is correct; the net book value of the All Other category equals its “Allocated Equity” plus the excess/residual capital of the Company.

c.

 With respect to the net book value of the All Other segment as of June 30, 2011, provide us with the following:

i.

 Quantify and describe the significant assets and liabilities that comprise the net book value of this segment after any hypothetical transfers of assets and liabilities to other segments.

Response:  Included in the All Other category are certain liquidating businesses (e.g. student lending, manufactured housing lending and subprime lending businesses), Global Principal Investing (GPI) and strategic equity investments that are managed on a standalone basis. The assets and liabilities that comprise the net book value of the businesses and investments were approximately $10 billion in loans, $31 billion in securities, and $2 billion of miscellaneous liabilities as of June 30, 2011. The remaining portion of the assets and liabilities that comprise the net book value of the All Other category, after hypothetical allocations, is not specifically identifiable due to how we manage our ALM activities and the related allocation methodologies, as described in our response to comment 4a of your letter dated September 4, 2012.

 *[REDACTED]*

The process to allocate assets and liabilities to the reporting segments is to first identify the carrying value of a reporting unit's specific assets and/or liabilities along with its Allocated Equity. After which, we allocate hypothetical assets and/or liabilities from the All Other category to the reporting segments at amounts equal to the difference between the reporting segment's specific net assets and Allocated Equity, (i.e., to balance the assets to equal liabilities plus equity). These assigned hypothetical assets and/or liabilities are not specific assets and liabilities but are hypothetical and assumed to have terms (e.g., interest rate and maturity characteristics) consistent with the prices the reporting units absorbed through the funds transfer pricing process. These hypothetical assets or liabilities are also deducted from the All Other assets and liabilities. This allocation is essentially a balancing entry where one amount is deducted from All Other and added to the applicable reporting segment. From a fair value perspective, these allocated assets and/or liabilities are assumed to have terms (e.g., interest rate and maturity characteristics) consistent with the costs the reporting units absorbed through the funds transfer pricing process. *[REDACTED]*

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

November 9, 2012

Page 4 of 10

Rule 83 confidential treatment request made by Bank of America Corporation

*[REDACTED]*

In regards to the residual or remaining $209 billion of assets and $149 billion of liabilities in All Other after the hypothetical transfers, $41 billion of assets and $2 billion of liabilities represent the liquidating businesses and GPI and strategic equity investments leaving $168 billion of assets and $147 billion of liabilities remaining in All Other. As described above, it is not feasible to select the specific portion of the assets and liabilities that were hypothetically transferred or determine the exact make-up of the remaining $168 billion assets and $147 billion of liabilities in All Other. However, as the specific assets and liabilities of the reporting segments consist of interest rate sensitive (e.g., rates duration) assets and/or funding liabilities, the hypothetical assets and liabilities transferred to the reporting units should have similar interest rate sensitivities as the specific assets and liabilities of the reporting segments so that their costs are consistent to the costs absorbed in the funds transfer pricing process. Therefore, if we went through a process to identify the specific portion of the ALM assets and liabilities that matched the hypothetical transfers, the remaining assets of All Other would be expected to largely consist of non-interest rate sensitive assets and liabilities. For example, as listed above, as of June 30, 2011, we had approximately $120 billion of cash and cash equivalents assigned to All Other. We believe this asset would comprise a significant portion of the $168 billion of assets remaining in All Other. Similarly, we would expect that the $147 billion of liabilities remaining in All Other after allocations would be a variety of non-interest rate sensitive products that would match the remaining assets in All Other. Because these assets are not considered in the fair value of the reporting segments, we do not allocate these remaining assets and liabilities from the All Other category.

Discussion of alternative view related to “excess/residual capital”

Although we disagree with this view, as an alternative to our approach to allocate equity to the reporting segments, we could apply a methodology to allocate the $32 billion of “excess/residual capital”. In addition to our reporting segments results not being measured in this manner, it also results in requiring the reporting units to absorb certain parent capital buffers (e.g., future SIFI requirements, future Basel 3 requirements) that we do not believe would apply to the reporting segments on a standalone basis as of June 30, 2011. Nevertheless, if we did allocate out the $32 billion of “excess/residual capital” it is important to consider that we would also need to allocate the remaining $32 billion of net assets in All Other. This allocation would be needed to allow the reporting units assets to equal their liabilities and equity. As these assets and liabilities remaining in All Other would generally be non-interest rate sensitive items, we would expect the fair value of these assets and liabilities to be near their carrying values. Therefore, the $32 billion of net assets transferred to the reporting units would be considered excess assets to a buyer in a hypothetical sale resulting in a simultaneous increase in fair value and carrying value of each reporting segment. This allocation result would also apply to our reporting units. We do not perform this step as it is inconsistent with how we measure the results of the reporting segments. Additionally, since the allocation would result in a simultaneous increase to the net book value and fair value of our reporting units, it would have no effect on the goodwill analysis. As we described in our response to comment 3b of your September 4, 2012 letter, we believe our allocation methodology results in capital levels that a market participant would require for the reporting segments. Therefore, we do not believe an allocation of the “excess/residual” capital in All Other along with the excess net assets is appropriate or meaningful.

ii.

 If feasible, separately quantify those assets and liabilities in the All Other segment that are included in the required economic capital balance vs. the excess/residual capital balance.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

November 9, 2012

Page 5 of 10

Response:  As discussed above, the total assets and liabilities in the All Other category that are included in the Allocated Equity balances as of June 30, 2011 were approximately $41 billion and $2 billion, respectively. These assets and liabilities relate to the liquidating businesses, GPI and strategic equity investments of the Company.

iii.

 Provide further disaggregation of the assets and liabilities in All Other by business (or function). For example, quantify the amount of loans for which economic capital was required that are part of your international credit card business, your legacy asset servicing business or your ALM activities.

Response:  In regards to the businesses noted in your comment, as of June 30, 2011, the international card business was not part of the All Other category. During the third quarter of 2011, this business was transferred to All Other and subsequently reclassified to All Other in future filings. The legacy asset servicing business is not a standalone business but is a group of loan types (prime option plus, etc.) that we no longer originate or own in any of the reporting segments. The servicing related to these loans is performed by our Consumer Real Estate Services reporting segment. These loans are included in the $259 billion of loans in All Other, prior to hypothetical allocations. The total assets of the liquidating businesses and GPI and equity investments as of June 30, 2011 were approximately $10 billion, which was substantially all loans, and $31 billion, respectively. There were $2 billion of liabilities associated with the liquidating businesses.

Form 10-Q for Quarterly Period Ended June 30, 2012

Non-U.S. Portfolio, page 114

Table 62 - Selected European Countries, page 117

4.

 We note your response to prior comment 12 of our letter dated September 4, 2012 as well as your disclosure on page 116 of your gross notional amount of single-name CDS purchased and sold on referenced assets and your disclosure in footnote 3 to the table where you state that securities exposures are reduced by hedges and short positions on a single-name basis. Please confirm that you have not reflected any indexed or tranched purchased credit derivatives in your table, including in the column titled hedges and credit default protection. To the extent that you have included indexed or tranched purchased credit derivatives in your table, please expand your disclosure to discuss this fact, separately quantify the amount of this protection, and disclose how the amounts are reflected amongst the different countries and counterparties.

Response:  We expanded the footnotes to provide further clarification of the above exposures. Because the total amount of exposure to all of the counterparties and countries is not significant, we are only reflecting the totals in a footnote versus presenting them amongst the different countries and counterparties. Following are the expanded footnotes to the table as included in our Form 10-Q for the Quarterly Period ended September 30, 2012:

(3) Long securities exposures have been netted on a single-name basis to but not below zero by short positions of $3.9 billion and net CDS purchased of $2.1 billion, consisting of $2.3 billion of net single-name CDS purchased and $14

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		11.02.12 Correspondence

Via EDGAR

November 2, 2012

Ms. Suzanne Hayes

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Bank of America Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Form 10-Q for the Fiscal Period Ended June 30, 2012

Dear Ms. Hayes:

This letter is in response to your letter of October 19, 2012 concerning the above filings. We are in the process of responding to your comments, but are requesting an extension until November 9, 2012 to allow additional time to compile our response. If you have any questions or concerns, please do not hesitate to contact me at (980) 386-5083.

Sincerely

/s/ Michael Pressman

Michael Pressman

Assistant General Counsel

cc: Ms. Stephanie J. Ciboroski, Senior Assistant Chief Accountant

October 19, 2012

Via E -mail
Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tyron Street
Charlotte, NC  28255

Re: Bank of America Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 23, 2012
Form 10 -Q for the Quarterly Period Ended June 30, 2012
Filed August 2, 2012
Response Dated September 28, 2012
File No. 001 -06523

Dear Mr. Moynihan:

We have reviewed your filing s and your response dated September 28, 2012 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten  business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identifies new or re vised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosure s, we may have  additional comments.

General

1. In your response to several of our comments you agreed to provide certain disclosure
revisions in your future filings; however you did not provide us with a draft of your
proposed disclosures as re quested.   We may have additional comments once we review
your revised disclosures.

Brian T. Moynihan
Bank of America Corporation
October 19, 2012
Page 2

 Form 10 -K for the Fiscal Year Ended December 31, 2011

Risk Factors

We temporarily suspended our foreclosure sales nationally in 2010 to conduct an assessment…,
page 7

2. We note your response to prior comment 2 of ou r letter dated September 4, 2012.  Please
include the percentage of Countrywide PCI portfolio in the calculation of your residential
mortgage loan portfolio that is concentrated in judicial states.

Managemen t’s Discussion and Analysis of Financial Condition and Results of Operations

Complex Accounting Estimates – Goodwill and Intangible Assets, page 124

3. We note your responses to prior comments 3 – 4 of our letter dated September 4,
2012.   In an effort to fu rther understand your use of economic capital as a proxy for the
carrying value of your reporting units for purposes of your goodwill impairment testing,
please address the following:

 Provide us with the required economic capital balance for each of your reportable
segments, including “All Other”, as of June 30, 2011 and reconcile the total economic
capital of your reportable segments to consolidated shareholders’ equity as of that
date.   Please ensure that the balances provided are period -end balances as opposed to
average amounts.

 Confirm our understanding that the net book value of the “All Other” segment equals
its required economic capital balance plus any excess/residual capital of the
Company.

 With respect to the net book value of the “All Other” segment as of June 30, 2011,
provide us with the following:

o Quantify and describe the significant assets and liabilities that comprise the net
book value of this segment after any hypothetical transfers of assets and liabilities
to other segments.

o If feasible, separately quantify those assets and liabilities in the All Other segment
that are included in the required economic capital balance vs. the excess/residual
capital balance.

o Provide further disaggregation of the assets and liabilities in All Oth er by business
(or function).   For example, quantify the amount of loans for which economic

Brian T. Moynihan
Bank of America Corporation
October 19, 2012
Page 3

 capital was required that are part of your international credit card business, your
legacy asset servicing business or your ALM activities.

Form 10 -Q for the Quart erly Period Ended June 30, 2012

Non-U.S. Portfolio, page 114

Table 62 – Selected European Countries, page 117

4. We note your response to prior comment 12 of our letter dated September 4, 2012 as well
as your disclosure on page 116 of your gross notional a mount of single -name CDS
purchased and sold on referenced assets and your disclosure in footnote 3 to the table
where you state that securities exposures are reduced by hedges and short positions on a
single -name basis.    Please confirm that you have not r eflected any indexed or tranched
purchased credit derivatives in your table, including in the column titled “hedges and
credit default protection.”   To the extent that you have included indexed or tranched
purchased credit derivatives in your table, please  expand your disclosure to discuss this
fact, separately quantify the amount of this protection, and disclose how the amounts are
reflected amongst the different countries and counterparties.

Notes to Consolidated Financial Statements

Note 15 – Fair Va lue Measurements, page 215

Quantitative Information about Level 3 Fair Value Measurements, page 226

5. We note your response to prior comment 19 of our letter dated September 4, 2012.   In
order to provide further transparency into your Level 3 fair value measurements, please
revise your disclosure in future filings to qualitatively describe your various valuation
techniques as well as the significant unobservable inputs.   Please also explain (as you did
in your response) how multiple valuation techniques m ay be used in determining the fair
value of certain instruments.

You may contact Angela Connell at (202) 551 -3426 or me at (202) 551 -3512 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Michael Sea man at (202) 551 -3366 or Suzanne Hayes at (202) 551 -3675 with any other
questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

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		BAC Response 092812

September 28, 2012

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

Form 10-K for Fiscal Year Ended December 31, 2011

Filed February 23, 2012

Form 10-Q for Quarterly Period Ended June 30, 2012

Filed August 2, 2012

Response Dated May 25, 2012

File No. 001-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated September 4, 2012. 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.  Terms used herein but not defined have the same meaning as in the referenced Form 10-K or Form 10-Q as applicable. We would be pleased to continue to work with the Staff in resolving any matter requiring further attention.

Form 10-K for Fiscal Year Ended December 31, 2011

Item 1A. Risk Factors

Mortgage and Housing Market-Related Risk, page 5

1.

 We note your response to prior comment 1 of our letter dated May 3, 2012 and continue to believe that risk factor disclosure quantifying the portion of your residential loan portfolio consisting of HELOCs, home equity loans, reverse mortgages and loans in a second-lien or more junior position is appropriate. Please either expand your risk factor titled Further weaknesses in the U.S. housing market, including home prices, may adversely affect our consumer portfolios and have a significant adverse effect on our financial condition and results of operations or include an additional risk factor to include the requested information.

Response:  We will expand our risk factors disclosure in future filings, beginning with the Form 10-K for the period ended December 31, 2012.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

September 28, 2012

Page 2 of 27

We temporarily suspended our foreclosure sales nationally in 2010 to conduct an assessment…,

page 7

2.

 We note your response to prior comment 2 of our letter dated May 3, 2012 and note that at June 30, 2012, excluding the Countrywide PCI and fully-insured portfolios, 15% of your residential mortgage loan portfolio is concentrated in Florida and New York and 25% of your home equity loans are concentrated in New York, New Jersey and Florida. Please expand the risk factor discussion to disclose the concentrations in judicial states in the aggregate. Also include the information contained in your response regarding the backlog of foreclosure activity.

Response:  We will expand our risk factors disclosure in future filings, beginning with the Form 10-K for the period ended December 31, 2012, to disclose the concentrations in judicial states in the aggregate. We will include the following, with the underlined words being new, in future filings.

We have resumed foreclosure sales in nearly all states where foreclosure does not require a court order (non-judicial states). While we have resumed foreclosure proceedings in nearly all states where a court order is required (judicial states), our progress on foreclosure sales in judicial states has been much slower than in non-judicial states. Excluding the Countrywide PCI and fully-insured portfolios,  approximately [ ]% of our residential mortgage loan portfolio, including [ ]% of non-performing residential mortgage loans, and [ ]% of our home equity portfolio, including [ ]% of non-performing home equity loans, were in judicial states as of [period end date].

With regard to the Staff's request to “Also include the information contained in your response regarding the backlog of foreclosure activity.” In our prior response, we provided the Staff an illustrative example of the foreclosure backlog in judicial states which included Industry Standard timelines prepared and published by the GSEs.  As we do not prepare this information, we cannot verify or confirm its accuracy or completeness with the level of confidence and control required we have for our information. Accordingly, we do not believe it is appropriate to include this GSE-prepared timeline information in our Securities Exchange Act of 1934 reports. However, in future filings, we will include the following sentence to address the backlog of foreclosure activity.

There continues to be a backlog of foreclosure inventory in judicial states as the process of obtaining a court order can significantly increase the time required to complete a foreclosure.

Additionally, in future filings our tables that disclose our state concentrations in residential mortgage loans and home equity loans (Tables 25 and 27 in the Form 10-K for the period ended December 31, 2011), will be expanded to add a footnote that will reference which states in the table are judicial states.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

September 28, 2012

Page 3 of 27

Item 7. Management's Discussion and Analysis of Financial Condition and Results of

Operations

Complex Accounting Estimates, page 120

Goodwill and Intangible Assets, page 124

3.

 We note your response to prior comment 3 of our letter dated May 3, 2012 as well as your disclosure on page 124 that you use the reporting units' allocated equity (which includes economic capital, goodwill and a portion of intangible assets) as a proxy for the carrying amount of equity for each reporting unit in your goodwill impairment tests. Please address the following with respect to your calculation of economic capital:

a.

 Please tell us whether you calculate economic capital on a legal entity basis in addition to at the reporting unit and segment levels. If so, please tell us if the economic capital calculation is greater or less than required regulatory capital, and quantify the average difference. If there have been significant changes in this relationship over the last two years, please describe the reasons for, and the magnitude of, the difference.

Response:  We do not calculate economic capital on a stand-alone legal entity basis, only at the reporting unit and segment levels. Our segments and reporting units are not comprised solely of specific legal entities. Instead, certain assets and liabilities are assigned to a segment and reporting unit based on their function (e.g., certain commercial loans are assigned to Global Banking), with such assets and liabilities actually held in multiple legal entities. Regulatory capital, as reported on the FR Y-9C and Call reports (for banking subsidiaries), is calculated only for regulated legal entities and is based solely on the assets and liabilities owned by the legal entity. If we calculated economic capital for a legal entity, it would be impractical to compare the results to the economic capital of our segment or reporting units. While not a perfect comparison, the minimum Tier 1 capital needed for BAC to be considered a “well-capitalized” bank holding company is approximately $77 billion.  The economic capital of our reporting units, including $25 billion of economic capital for businesses in the All Other category, was approximately $110 billion as of December 31, 2011.

b.

 Please clarify whether you estimate a hypothetical regulatory capital requirement at the     reporting unit level. If so, please provide us with this information. In addition, please also tell us whether a market participant, in a hypothetical sales transaction to purchase a reporting unit, would require sufficient capital in the reporting unit to meet regulatory requirements.

Response:  As explained in our response letter dated May 25, 2012, in our analysis we utilized an economic capital methodology to allocate equity to our segments and reporting units. This allocation methodology was derived from the Corporation's target rating of maintaining a risk profile consistent with a AA rating. Using the capital requirements for these credit ratings is a reliable benchmark that has been consistently applied period over period among the various segments and reporting units. If our reporting units were each operating as independent entities, we believe compliance with these credit ratings results in capital levels that a market participant would require for the reporting units. We further believe that in

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

September 28, 2012

Page 4 of 27

order to maintain these credit ratings, which Moody's and Standard & Poor's reserve for securities they consider to be of high credit quality, the associated capital levels would need to include the applicable minimum regulatory capital requirements. We believe our economic capital allocation methodology, which includes a portion of goodwill and intangibles specifically assigned to the business segments,

included the hypothetical regulatory capital requirements that the market would impose if each of our reporting units were separate legal entities. While there is not a specific estimate for a hypothetical regulatory capital requirement in our allocation process, we believe the process resulted in the incorporation of hypothetical regulatory capital requirements in the allocated capital of the reporting units.

c.

 In your response, you state that you maintain a capital buffer at the consolidated parent for regulatory capital purposes. Please tell us whether you maintain a similar capital buffer at your regulated subsidiaries. If so, please quantify the average capital buffer amount. Please also discuss your formal policy regarding capital levels, including how the consolidated parent and its subsidiaries meet or exceed regulatory capital minimums.

Response:  We assume your question relates to the “capital buffer” for regulatory capital purposes representing the difference between actual Tier 1 capital and the minimum required Tier 1 regulatory capital to meet the definition of “well-capitalized” promulgated by banking supervisors. We maintain a capital buffer for regulatory capital purposes at the consolidated parent (BAC), Bank of America, National Association (BANA) and FIA Card Services, National Association (FIA). The average Regulatory Tier I “capital buffer” amounts were $91.5 billion for BAC, $62.5 billion for BANA and $13.8 billion for FIA, as of June 30, 2012. The average was calculated based on the quarter end amounts for March 31, 2012 and June 30, 2012. As a comparison, the average Regulatory Tier I “capital buffer” at June 30, 2011 and 2010 for BAC was approximately $73 billion and $67 billion, respectively.

The capital management policies for BAC, BANA and FIA require them to have robust processes for assessing capital adequacy and to establish capital adequacy tripwires and goals. Both quantitative and qualitative methods are employed in the company's internal capital adequacy assessment process, including comprehensive enterprise stress testing, peer and market analysis, and internal and regulatory risk based capital measures to assess capital adequacy in relation to risk. The capital adequacy tripwires and capital goals are periodically re-evaluated, and reset as needed. The capital adequacy tripwires ensure the entities maintain a sufficient capital buffer to regulatory minimums even under adverse conditions (the company uses both internally developed stress scenarios as well as the Federal Reserve's severe stress scenario). The tripwires are capital levels above which the entities will operate and serve as early warning signals to prompt senior management to take action to improve the entities' capital position in the event that reported capital levels are below the tripwires. The capital management policies also establish the entities' capital goals, which are capital levels set to exceed diversified economic capital requirements and regulatory capital minimum levels over the planning horizon while also allowing the entities to support their respective risk profiles and strategic plans under stressed conditions.

d.

 If a capital buffer is necessary at the consolidated parent level, please tell us why a similar capital buffer would not also be needed at the subsidiary or reporting unit level.

Response:  In regards to capital buffers at the subsidiary level, please see the response above in regards to

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

September 28, 2012

Page 5 of 27

regulatory capital requirements for our regulated bank subsidiaries.  In responding to this question,  we are assuming  that you are referring to a similar percentage of capital buffer and not a similar dollar amount of capital buffer.  We believe the allocated capital reflected the equity that the market would impose if they were standalone entities based on the risk exposures of those reporting units.  We do not believe that all of the capital strategies implemented at the consolidated parent level would be applicable to reporting units.  For example, the capital rules for systemically important financial institution (SIFI) would not apply at the same level to reporting units in which the market participant is not likely to be a SIFI. As another example, where a consolidated parent controls multiple operating businesses, it may choose to maintain a certain level of capital buffer at the consolidated level for deployment if an expected opportunity arises at one of the businesses or if some other unexpected event occurs.  One of the benefits provided by the consolidated parent is that it would have the ability to quickly move capital to take advantage of those opportunities.  Therefore, capital strategies that result in excess capital applicable only to the consolidated parent level would not be needed at the reporting unit level unless the market would impose a capital buffer (in a hypothetical sales transaction) in which case that capital buffer would be required to maintain the above rating classifications and then captured in our allocation process.  As markets evolve, we have and continue to reassess our allocated capital methodology to consider these market factors.

4.

 We note from your response and the table on page 54 that average allocated equity in your All Other segment was $72.1 billion in 2011. Please quantify the amounts of (a) required capital and (b) excess capital or residual capital that make up the $72.1 billion.

Response: The average allocated equity in All Other of $72.1 billion consisted of approximately $25.0 billion of required “economic” capital for various strategic and equity securities and liquidating businesses included in All Other and $47.1 billion of excess capital primarily related to increases in cash and highly liquid assets related to the Corporation's strategy to increase its liquidity profile, as described in our MD&A of Liquidity Risk.

a.

 With respect to the excess capital or residual capital amount, please describe the significant assets and liabilities that comprise that equity balance. In your discussion, please describe how those significant assets and liabilities were specifically identified given your approach for determining the carrying value of a reporting unit based on an economic capital calculation.

Response: Important to considering the assets and liabilities that comprise the equity balance in All Other is that assets and liabilities that are not specifically deployed to or utilized in a segment are assigned to All Other. The majority of these items would be assets and liabilities used in the Corporation's Asset Liability Management (“ALM”) activities, including the Corporation's liquidity portfolio. Other items included in All Other would be strategic and equity securities and liquidating businesses such as the international credit card business. For the allocated equity of All Other, a required ca

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		9.17.12 Correspondence

Via EDGAR

September 17, 2012

Ms. Suzanne Hayes

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Bank of America Corporation

Form 10-K for the Fiscal Period Ended December 31, 2011

Form 10-Q for the Fiscal Period Ended June 30, 2012

Dear Ms. Hayes:

This letter is in response to your letter of September 4, 2012 concerning the above filings. We are in the process of responding to your comments, but are requesting an extension until September 28, 2012 to allow additional time to compile our response.  If you have any questions or concerns, please do not hesitate to contact me at (980) 386-5083.

Sincerely

/s/ Michael Pressman

Michael Pressman

Assistant General Counsel

September 4 , 2012

Via E -mail
Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tryon Street
Charlotte, NC  28255

Re: Bank of America Corporation
Form 10 -K for Fiscal Year Ended December 31, 2011
Filed February 23, 2012
Form 10 -Q for Quarterly Period Ended June 30, 2012
Filed August 2, 2012
Response Dated May 25, 2012
File No. 001 -06523

Dear Mr. Moynihan:

We have reviewed your filing s and your response dated May 25, 2012 and  have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten business days  by providing  the requested
information, or by advising us when you will p rovide the requested response.  Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosures, we may have  additional com ments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Item 1A.  Risk Factors

Mortgage and Housing Market -Related Risk, page 5

1. We note your response to  prior comment 1 of our letter dated May 3, 2012 and continue
to believe that risk factor disclosur e quantifying the portion of your residential loan
portfolio consisting of HELOCs, home equity loans, reverse mortgages and loans in a
second -lien or more junior position is appropriate.  Please either expand your risk factor
titled “Further weaknesses in the U.S. housing market, including home prices, may

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 2

 adversely affect our consumer portfolios and have a significant adverse effect on our
financial condition and results of operations” or include an additional risk factor to
include the requested informati on.

We temporarily suspended our foreclosure sales nationally in 2010 to conduct an assessment…,
page 7

2. We note your response to prior comment 2  of our letter dated May 3, 2012  and note that
at June 30, 2012 , excluding the Countrywide PCI and fully -insured portfolios, 15% of
your residential mortgage loan portfolio is concentrated in Florida and New York and
25% of your home equity loans are concentrated in New York, New Jersey and Florida.
Please expand the risk factor discussion to disclose the concentrations in judicial states in
the aggregate.  Also include the information contained in your response regarding the
backlog of foreclosure activity.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Complex Accounting Estimates, page 120

Goodwill and Intangible Assets, page 124

3. We note your response to prior comment 3 of our letter dated May 3, 2012 as well as
your disclosure on page 124 that you use the reportin g units’ allocated equity (which
includes economic capital, goodwill and a portion of intangible assets) as a proxy for the
carrying amount of equity for each reporting unit in your goodwill impairment tests.
Please address the following with respect to y our calculation of economic capital:

 Please tell us whether you calculate economic capital on a legal entity basis in
addition to at the repo rting unit and segment levels.  If so, please tell us if the
economic capital calculation is greater or less than required regulatory capital, and
quantify the average difference.   If there have been significant changes in this
relationship over the last two years, please describe the reasons for, and th e
magnitude of, the difference.

 Please clarify whether you estim ate a hypothetical regulatory capital requirem ent at
the reporting unit level.  If so, please provide us with this information. In addition,
please also tell us whether a market participant, in a hypothetical sales transaction to
purchase a reporting unit, would require sufficient capital in the reporting unit to meet
regulatory requirements.

 In your response, you state that you maintain a capital buffer at the consolidated
parent f or regulatory capital purposes.  Please tell us whether you maintain a simil ar
capital buffer at your regulated subsidiaries .  If so, please quantify the average capital

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 3

 buffer amount.  Please also discuss your  formal policy regarding capital levels,
including how the consolidated parent and its subsidiaries meet or exc eed regulat ory
capital minimums.

 If a capital buffer is necessary at the consolidated parent level, please tell us why a
similar capital buffer would not also be needed at the subsidiary or reporting unit
level.

4. We note from your response and the table on page 54 that average allocated equity in
your All Other segment was $72.1 billion in 2011.   Please quantify the amounts of (a)
required capital  and (b) exc ess capital or residual capital  that make up the $72.1 billion.

 With respect to the excess capital or residu al capital  amount, please describe the
significant assets and liabilities tha t comprise that equity balance.  In your discussion,
please describe how those significant assets and liabilities were specifically identified
given your approach for determining the carrying  value of a reporting unit based on
an economic capital calculation.

 With respect to the significant assets an d liabilities that make up the excess capital o r
residual capital  amount, please discuss whether those assets and liabilities meet the
criteria in ASC 350 -20-35-39 to be assigned to a reporting unit other than “All
Other ”.  Please also consider ASC 350 -20-35-40 in your response.

Item 8.  Financial Statements and Supple mentary Data

Notes to Consolidated Financial Statements

Note 10 – Goodwill and Intangible Assets, page 213

5. We note your response to prior comment 12 of our letter dated May 3, 2012.  In the
interest of transparency, please revise your disclosure in futu re filings to clearly indicate
when a qualitative assessment of goodwill impairment is performed, the specific
reporting units that were qualitatively assessed for impairment, the triggering events that
led to such an assessment, and a discussion of the re levant events and circumstances that
were considered in determining whether it was more likely than not that the fair values of
the respective reporting units were less than their carrying amounts.

6. As a related matter, please revise your future filings to  ensure that disclosures regarding
the carrying values and fair values of your reporting units in the aggregate are provided
on a consistent basis.  For example, with respect to your disclosure on page 124 that the
aggregate fair value of your reporting un its was $210.2 billion at June 30, 2011, please
clarify that this represents the fair values of only those reporting units with assigned
goodwill and disclose the aggregate carrying value of these reporting units on the same
basis.

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 4

Form 10 -Q for  Quarterly  Period Ended June 30, 2012

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Performance Overview, page 7

7. We note that your provision for credit losses was $1.9 billion and $3.5 billion lower than
net charge -offs for the three and six months ended June 30, 2012, resulting in a reduction
in your allowance for credit losses which you attribute to improved trends  in your home
equity and residential mortgage portfolios partially offset by stabilizing portfolio trends
in your credit card and core commercial portfolios.   These allowance reductions are in
addition to the $7.2 billion reduction during the year ended De cember 31, 2011 and the
$6.1 billion reduction during the year ended December 31, 2010.   Given the significance
of these reduction s, and the fact that you state on page 118 that you expect further
reductions in the allowance, excluding the valuation allow ance for PCI loans, to continue
in the near term, though at a slower pace than 2011 , in both your response and your
future filings, please provide more  granular disclosure of the factors that resulted in the
allowance reduction.  As part of your discussion , address the following:

  Discuss  the positive and negative credit quality trends you considered in determining
your allowance for each portfolio and relate this discussion to your disclosure on page
82 concerning the impact that global and national econo mic uncertainty, home price
declines, and regulatory reform continue to have on your credit portfolios.

 Provide further insight into how these economic factors are considered in your
allowance and the quantitative effect of this component on your total al lowance.  For
example, we note your disclosure on page 119 that in addition to models derived
using historical experience, you also use judgment in considering the effect on
probable losses inherent in the portfolios due to the current macroeconomic
enviro nment and trends, inherent uncertainty in models and other qualitative factors.
Clarify in more detail how this is performed and discuss the types of data that would
affect this component the most.

 You also state on page 119 that included in this second component of the allowance
are reserves that are maintained to cover uncertainties that affect your estimate of
probable losses including domestic and global uncertainty, large single name defaults,
significant events which could disrupt financial markets and model imprecision.
Provide expanded disclosure discussing the factors that would drive this component
higher or lower and provide an indication of the significance of this component.  For
example, would you expect this amount to be higher or lower in times of improving
credit trends versus deteriorating credit trends?

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 5

  Tell us whether you have made any changes to the historical loss periods used for
any of your produ cts during the past two years.  If so, please describe the changes
and discuss how these changes affected the qualitative component of the
allowance discussed above.

Capital Management – Regulatory Capital, page 68

Regulatory Capital, page 69

8. We note your discussion of your regulatory capital ratios and amounts on pages 69 and
72, as compared to the “minimum required” amounts.  Please tell us why you base the
“minimum required” calculations on the minimum required for an “adequately
capitalized” institution as opposed to the minimum required for a “well capitalized”
institution.  Addit ionally, to the extent that you believe it is appropriate to continue to
compare your ratios to the minimum required for an “adequately capitalized” institution,
please provide additional disclosure indicating that you could be subject to additional
restri ctions on your business activities or additional regulatory supervisory action should
you only be “adequately capitalized.”  Please refer to ASC 942 -505-50-1B.

Regulatory Capital Changes, page 70

9. We note your disclosure on page 71 of certain regulatory c apital metrics (e.g., Tier 1
common capital ratio and risk -weighted assets) on a Basel 3 fully -phased in basis as of
June 30, 2012.  Given that these metrics are not currently required to be disclos ed by
GAAP, Commission r ules or banking regulatory require ments, they would appear to be
non-GAAP measures under Item 10 of Regulation S -K.  As such, please clearly label
these measures as non -GAAP in your future filings and show how such measures have
been calculated.

Credit Risk Management, page 82

Table 33 – Home Equity – Key Credit Statistics, page 91

10. We note your disclosure in footnote (2) that beginning in the first quarter of 2012, home
equity FICO metrics reflected an updated scoring model, which resulted in the December
31, 2011 refreshed FICO scores b elow 620 decreasing from 13% of the population on a
reported basis to 10% and the refreshed FICO scores for home equity excluding
Countrywide Purchased Credit -Impaired Loans decreasing from 12% to 9% as of
December 31, 2011.  Please describe the change in scoring model in more detail, whether
you changed the source of the data, and why only the home equity FICO scoring model
was affected.

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 6

 Table 43 – Nonperforming Consumer Loans and Foreclosed Properties Activity, page 100

11. Please tell us why the “transfe rs to foreclosed properties” line item in Table 43 or in
Table 52 for commercial loans does not reconcile to the “new foreclosed properties” line
item in the foreclosed properties rollforward in the same section.  In this regard, we note
the “transfers to foreclosed properties” line item has an amount substantially below the
“new foreclosed properties” line item for consumer loans, but the opposite is true for the
commercial loans in Table 52.  Please advise, and revise your disclosures in future filings
to clarify the factors that drive this outcome.

Non-U.S. Portfolio, page 114

Table 62 – Selected European Countries, page 117

12. We refer to footnote (4) which states that your “hedges and credit default protection”
column represents unapplied net credit def ault protection purchased based on the credit
default protection notional amount assuming zero recovery adjusted for any fair value
receivable or payable.   Please address the following:

 Clarify and consider revising your disclosure in future filings to more clearly discuss
how you calculate this amount, what you believe that it represents, and why you
believe this presentation is useful to you and investors. Specifically, address how the
amount reported differs from fair value and notional amounts, and c onsider separately
quantifying fair value and notional amounts in a footnote to your tabular disclosure.

 Clarify what you mean by “unapplied” net credit default protection.  In this regard,
we also note your disclosure on page 116 which refers to this cre dit default protection
as “previously unapplied hedges”.

 Revise your future filings to clarify whether “net credit default protection” represents
CDS protection purchased, net of CDS protection sold and if not, clearly explain how
CDS protection sold is reflected in your table.  Please also consider revising your
future filings to provide supplemental disclosure that shows both the notional amount
and fair values of CDS protection purchased and sold by country.

 Clarify whether the column titled “net coun terparty exposure” contains any CDS
derivatives, or whether they are all reflected in the “hedges and credit default
protection” column.

Market Risk Management – Trading Risk Management, page 123

13. We note that you continually review, evaluate and enhance your VaR model so that it
reflects the material risks in your trading portfolio .  Please respond to the following and
expand your disclosure in future filings as appropriate:

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 7

 Tell us the number of different VaR models that are used to determine your tota l
trading VaR, and discuss the drivers regarding the need to use multiple different
models.

 Tell us how all of the different VaR models used are aggregated to arrive at your total
trading VaR as well as the individual market risk categories disclosed. For  example,
clarify whether you simply aggregate the outputs from the different models or
whether adjustments are made, and if so, how the adjustments are determined.

 Discuss the type of risks excluded from your VaR calculation and the reasons why
such ris ks are excluded.

 Tell us whether the VaR models used for regulatory capit

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		BAC-Comment Letter 5.3.2012

  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 portions.

May 25, 2012

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 Fiscal Year Ended December 31, 2011

Filed February 23, 2012

Form 8-K Filed April 19, 2012

File No. 001-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated May 3, 2012. 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 Fiscal Year Ended December 31, 2011

Item 1A. Risk Factors

Mortgage and Housing Market-Related Risk, page 5

1.

 Please include a risk factor discussing the higher risk characteristics of your loan portfolio. For example, we note the discussion on pages 86 and 87 that 20 percent of your loan portfolio consists of HELOCs, home equity loans and reverse mortgages and it appears that 45% of your home equity portfolio excluding the Countrywide PCI loan portfolio is in a second-lien or more junior-lien position.

Response:   We believe that the higher risk characteristics of our loan portfolio are included in Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2011 (2011 Form 10-K). Our risk factors disclosed the most significant risks that could affect our businesses, operations and financial condition. In regards to the higher risk characteristics of our loan portfolio, the risk factors disclosure in our 2011 Form 10-K explained the various characteristics of and risks associated with our loan portfolio, including concentration of credit risk with respect to our consumer real estate portfolio, global and U.S. economic conditions, market disruptions, continued stress in the U.S. housing market such as declines in home prices, elevated levels of distressed and delinquent mortgages, continued high unemployment rates and other macroeconomic conditions. We also indicated that as one of the nation's largest lenders, the credit quality of our consumer portfolio has a significant impact on our earnings. In regards to your example, while the home equity portfolio comprised 20% of consumer loans it was 13%

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

May 25, 2012

Page 2 of 25

of the total loan portfolio. The specific risks associated with the home equity portfolio, along with our other loan portfolios, are presented elsewhere in Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) of our 2011 Form 10-K on a more detailed basis, including the Credit Risk Management section of the MD&A.

We have considered and believe our risk factor disclosure in our 2011 Form 10-K discusses the most significant factors, including the higher risk characteristics of the loan portfolio, that could adversely affect our businesses, operations and results of operations. We do not believe that the risks within any specific loan class are among the most significant risks that could affect our businesses, operations and results of operations, and thus, do not believe additional discussion in Item 1A Risk Factors is required.

We temporarily suspended our foreclosure sales nationally in 2010 to conduct an assessment…,

page 7

2.

 Please identify the judicial states where you have a material concentration of residential real estate loans and indicate whether you have a concentration of non-performing loans. Additionally, indicate whether the process of obtaining a court order has resulted in a significant backlog of foreclosure inventory.

Response:  We do not have a material concentration of residential real estate loans in any judicial states. In the Consumer Portfolio Credit Risk Management section of the MD&A in our 2011 Form 10-K, we provide disclosure regarding certain state concentrations for the residential real estate portfolios. Specifically Tables 25 and 27, which excludes the Countrywide PCI portfolio, lists our largest residential mortgage and home equity state concentrations. Of the states listed in these tables, Florida, New York and New Jersey are judicial states, none of which we believe have a material concentration of residential real estate loans.

The process of obtaining a court order has contributed to the backlog of foreclosure inventory in these judicial states, as the foreclosure process typically takes longer to complete in judicial states as compared to non-judicial states. For example, the industry standard timelines for our largest judicial states are 15 months in Florida and New Jersey, and, 19 months in New York as compared to the industry timelines for our largest non-judicial states of 5 months in California and 4 months in Texas.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of

Operations

Business Segment Operations, page 39

3.

 We note from your tabular disclosure on page 54 that the amount of equity allocated to the “All Other” category at December 31, 2011 increased by $33.2 billion to $72.1 billion as compared to $38.9 billion as of December 31, 2010. We also note your disclosure in footnote (2) to this table that this is due to the fact that excess capital is not assigned to the business segments. Please respond to the following:

2

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

May 25, 2012

Page 3 of 25

a.

 In light of the fact that the carrying value of your reporting units is based on the amount of allocated equity assigned to it based on your determination of economic profit for each reporting unit, please tell us in more detail how you determined it was appropriate to just allocate the excess capital to this reporting unit, which happens to have very little goodwill given the nature of its activities.

Response: We use economic capital to drive risk/return investment decisions, to evaluate business performance of our segments and, as one metric we consider, to ensure capital adequacy in relation to the risk profile of the Corporation. Although we use U.S. GAAP for separate legal entity reporting and the reporting of the Corporation's consolidated financial statements and results, for management accounting and reporting purposes, where appropriate, we utilize our funds transfer pricing process and allocated capital. Because the reporting units are not separate legal entities, the Corporation would utilize its fund transfer pricing process and the use of allocated equity. Therefore, allocated equity is used as a proxy for the carrying amount of equity for the reporting units. A business segment's allocated equity includes the economic capital for the segment, 100% of its goodwill and a portion of the intangibles assigned to the business segment.

Our economic capital methodology utilizes a bottoms-up approach where economic capital is allocated to the segments based on an estimate of the risk each segment contributes to the overall risk of the Corporation. Our economic capital measurement process provides a risk-based measurement of the capital required for unexpected credit, market and operational losses over a one-year time horizon. Economic capital is calculated for each business unit based upon its risk positions and contribution to enterprise risk, and is used for capital adequacy, performance measurement and risk management purposes.

After determining the allocation of equity to the businesses, we compare the total average allocated amount for all segments to total U.S. GAAP shareholders' equity for the Corporation. The difference between the sum of average allocated equity for all business segments and total shareholders' equity for the Corporation is attributed to All Other noting that All Other includes a "required capital" component and an "excess capital or residual capital" component which results from this process. The "required capital" principally relates to the strategic investments and certain businesses in All Other.

Throughout 2011, the Corporation took a number of actions aimed at divesting non-core businesses, reducing legacy asset portfolios, improving liquidity and reducing risk-weighted assets in our businesses in order to increase regulatory capital and ensure compliance with future increased regulatory capital requirements. Regulatory capital requirements are expected to significantly increase as a result of upcoming Basel III rules, and the additional capital required for being a systemically important financial institution. Our actions have resulted in a decrease of risk in our businesses and a related decrease of allocated equity for the segments and respectively, for the reporting units, as explained in further detail below. However, our overall book capital does not reflect the same level of decrease as regulatory capital requirements continue to increase at the Corporation. Accordingly, the impact of our actions to reduce overall risk, which has decreased the required equity of the segments, has been offset by the need to build capital. This capital build has been retained as part of the assets of All Other resulting in an increase in the amount of equity attributed to All Other versus returning capital to shareholders in the form of dividends or share repurchases.

3

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

May 25, 2012

Page 4 of 25

The following table summarizes the Corporation's Average Allocated Equity for 2011 and 2010 for the reporting segments and the All Other category.

The following discusses the most significant decreases in average allocated equity:

•

 Card Services - Average allocated equity decreased $11.3 billion in 2011 compared to 2010 primarily due to lower levels of credit risk as a result of a sale of our Canadian operations, a decline in loan balances, an improvement in credit quality and a significant impairment charge taken in 2010.

•

 Consumer Real Estate Services - Average allocated equity decreased $9.8 billion in 2011 compared to 2010 due to a reduction in credit risk driven by lower loan balances and the sale of Balboa Insurance, as well as goodwill impairment charges.

•

 Global Banking & Markets - Average allocated equity decreased $12.8 billion in 2011 compared to 2010 due to reductions in credit risk driven by improved risk ratings, lower counterparty credit risk and a decline in market risk-related trading exposures.

The increase in All Other is a reflection of the actions taken by the Corporation to reduce the various risks at each reporting segment. This results in lower economic capital needed at each segment. With no reduction in the Corporation's overall capital levels, lower capital needed at the segment level results in an increase in the excess capital retained in All Other. All Other's allocated equity includes the economic capital needed to support the assets held in All Other as well as this excess capital not re-invested in the businesses. Consistent with the requirements of ASC 350-20, all assets and liabilities of the Corporation are allocated to the reporting segments except for those that are not deployed in and do not relate to the operations of the segments and would not be considered in determining the fair value of the segments. As a result, certain assets are retained in All Other (i.e., certain smaller non-core businesses, equity investments, etc), along with the economic capital needed to support those assets as referenced above. All Other also includes the residual results of our Asset Liability Management (ALM) process, including the net residual assets not deployed in the segments. If excess capital were to be allocated to the segments from All Other, a corresponding allocation of residual assets would also need to be allocated, thereby increasing both the carrying value and fair value of the segments by like amounts.

Based on the theory of economic capital, we do not believe that excess capital should be allocated to the segments as our economic capital methodology appropriately allocates the amount of capital needed at each segment level based on the risk contribution of the assets and operations of the

4

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

May 25, 2012

Page 5 of 25

respective segment. Our economic capital process ensures that capital is sufficient to support the business activities of the segments. If we determined that any of the segments had excess capital over and above the capital necessary to run the business that excess capital would not be held by the segment as it would be economically inefficient to do so. This is further supported by our practice to evaluate the performance of the businesses based on measures that utilize return on average economic capital.

We believe that on an overall basis, using allocated equity that incorporates economic capital to measure the carrying value of the reporting units for purposes of our goodwill impairment tests is appropriate as it represents the capital necessary to run the respective business and does not misstate the carrying value of the reporting units. Additionally, we understand this method is consistent with how certain market participants would allocate capital among the reporting units and segments.

b.

 Please clarify and explain in further detail your disclosure on page 39 where you state that diversification of risks across the components is reflected as a reduction to allocated equity for each segment. For example, tell us why it is appropriate to reflect this diversification of risk at the particular reporting unit level when that is the level that is being assessed for goodwill impairment.

Response: We believe our methodology for allocating equity to reporting units is consistent with the hypothetical capital requirements that a market participant would impose if each of the reporting units were standalone entities. As described above, economic capital is our internal estimate of capital required to support a reporting unit, which considers that unit's unique risk profile. A reporting unit's risk profile includes credit, market, interest rate, strategic and operational risk components. Economic capital is calculated for each of these components independently, based upon estimates of worst case possible losses. However, the worst case possible losses in these risk categories are not likely to occur simultaneously. If this happened, it would imply a perfect correlation across risk categories, which is an incorrect assumption. Therefore, we measure the inter-risk diversification effect from the various cases which creates an offset to the capital requirements for the individual risk categories. We believe this is a better approach than lowering the capital requirements within the risk categories.

Fundamental to the theory of economic capital is that capital is allocated to businesses only at the amount necessary to support the business. As described in our response to Comment 3a, excess capital at a business would not be maintained in the business but instead would be distributed to the parent to allow the parent to more efficiently utilize its resources in its overall operations and businesses. For example, if a reporting unit sold certain assets it would generally reinvest those proceeds in new assets. However, the controlling parent would consider the return expected on those assets as compared to the potential return that could

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		5.16.12 Correspondence

Via EDGAR

May 16, 2012

Mr. Suzanne Hayes

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Bank of America Corporation

Form 10-K for the Fiscal Period Ended December 31, 2011

Form 8-K Filed April 19, 2012

Dear Ms. Hayes:

This letter is in response to your letter of May 3, 2012 concerning the above filings. We are in the process of responding to your comments, but are requesting an extension until May 25, 2012 to allow additional time to compile our response.  If you have any questions or concerns, please do not hesitate to contact me at (980) 386-5083.

Sincerely

/s/ Michael Pressman

Michael Pressman

Assistant General Counsel

May 3, 2012
 Via E-mail

Brian T. Moynihan Chief Executive Officer and President Bank of America Corporation 100 North Tryon Street Charlotte, NC  28255
Re: Bank of America Corporation
Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 23, 2012 Form 8-K Filed April 19, 2012 File No. 001-06523

Dear Mr. Moynihan:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.

Form 10-K for Fiscal Year Ended December 31, 2011

 Item 1A.  Risk Factors

 Mortgage and Housing Mark et-Related Risk, page 5

 1. Please include a risk factor discussing the higher risk  characteristics of your loan
portfolio.  For example, we note the discus sion on pages 86 and 87 that 20 percent of
your loan portfolio consists of HELOCs, home  equity loans and re verse mortgages and it
appears that 45% of your ho me equity portfolio excluding the Countrywide PCI loan
portfolio is in a second-lien or more junior-lien position.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 2

 We temporarily suspended our foreclosure sale s nationally in 2010 to conduct an assessment…,
page 7
 2. Please identify the judicial states where you ha ve a material concentration of residential
real estate loans and indicate whether you have  a concentration of non-performing loans.
Additionally, indicate whether the process of obtaining a cour t order has resulted in a
significant backlog of fo reclosure inventory.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Business Segment Operations, page 39

 3. We note from your tabular disclosure on page 54 that the amount of equity allocated to
the “All Other” category at December 31, 2011 increased by $33.2 billion to $72.1 billion
as compared to $38.9 billion as of December 31, 2010.  We also note your disclosure in footnote (2) to this table that this is due to the fact that excess capital is not assigned to
the business segments.  Please respond to the following:
 a. In light of the fact that the carrying va lue of your reporting units is based on the
amount of allocated equity assigned to it based on your determination of economic
profit for each reporting unit,  please tell us in more detail how you determined it was
appropriate to just allocate the excess capit al to this reporting unit, which happens to
have very little goodwill given th e nature of it s activities.

b. Please clarify and explain in further detail  your disclosure on page 39 where you state
that diversification of risks across the co mponents is reflected as a reduction to
allocated equity for each segment.  For example, tell us why it is appropriate to reflect this diversification of risk at the particul ar reporting unit level when that is the level
that is being assessed for goodwill impairment.

c. We note your disclosure in footnote (1) on page  54 that in segments where the total of
liabilities and equity exceeds assets, such as the Depos its segment, you allocate assets
to those segments to match liabilities a nd allocated equity.  For the years ended
December 31, 2011 and 2010, you allocated a ssets totaling $662.2 billion and $613.3
billion, respectivel y, which is nearly 30% of your tota l assets at both dates.  Clarify
why so much goodwill was histor ically allocated to this reporting unit ($17.9 billion
at December 31, 2011 and 2010) given that the majority (if not all) of the segment
assets were the result of allocations rather than assets directly attributable to this
reporting unit.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 3

 Off-Balance Sheet Arrangements a nd Contractual Obligations, page 56

 Table 10 – Long-term Debt and Other Obligations, page 56

 4. We note that your table of contractual obligati ons appears to exclude the related interest
expense on your long term debt obligations, wh ich appears to be quite significant based
on the interest expense reported in your Statement of Operati ons as well as the amount of
interest paid as reported in your supplemental cash flow disclosures.  Your table also
appears to exclude the related interest expens e on time deposits.  Plea se revise this table
in future filings to include estimated inte rest payments on your long-term debt and
interest-bearing time deposits and disclose any assumptions you made to derive these
amounts. Please ensure that your estimated inte rest payments consider any fixed interest
rate payments on your interest rate swaps or similar derivatives you use to manage
interest rate risk on your long-term debt.
 Representations and Warranties, page 56

 Non-Government-sponsored Enterprises, page 59

 5. We note your disclosure that you have not recorded any representation and warranties
liability for certain potential monoline exposures and cer tain potential whole loan and
other private-label securitiza tion exposures.  However, you estimate that the range of
possible loss related to non- GSE representation and warrantie s exposure as of December
31, 2011 could be up to $5 billion over exis ting accruals.  Please respond to the
following:  a. We note your disclosure on page 62 where you indicate that it is not possible to
estimate probable future repurchase obligations with respect to the monolines, and thus no liability has been recorded other th an a liability for repurchase claims where
you have determined there are valid defects.  Tell us, and revise future filings to
clarify, the extent to which you are perf orming reviews of loan files for your
monoline exposures to identify when there are valid defects.  For example, clarify if
you are only reviewing loan files when a repu rchase request has been made, when the
loan files are requested by the monoline, or  whether you are reviewing loan files in
advance of loan files being requested.
b. To the extent that you are only reviewing loan s files to identify valid defects at the
time a repurchase request is made by the monoline, please clarify how you concluded that this was appropriate.

c. We note your disclosure on page 63 that th e BNY Mellon Settlement did not provide
sufficient experience related to certain private-label securitizations sponsored by third-party whole-loan investor s, and thus no liability has been recorded with respect
to those transactions.  Please tell us whet her you have reviewed any loan files to

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 4

 proactively determine whether there are any va lid defects.  Additionally, please tell us
how you determined that the experiences you had with whole-loan investors, for
which you have recorded an accrual based on pa st experiences, was not appropriate to
consider in estimating valid defect experience with the private-label securitizations sponsored by third-party whole-loan investors.
 Credit Risk Management, page 80

 Counterparty Credit Risk Valu ation Adjustments, page 104

 Non-U.S. Portfolio, page 104

 6. We note your disclosure on pages 107 – 108 re garding your exposure to certain European
countries and acknowledge that such disclo sure appears to have been enhanced
presumably as a result of the guidance issued  by the Division of Co rporation Finance in
CF Disclosure Guidance: Topic No. 4.  Ho wever, we believe certain areas of your
disclosure could be further enhanced to pr ovide more clarity and information regarding
your exposure to these sovereign entities.  A ccordingly, in future filings please revise
Table 54 and/or the accompanyi ng footnotes to quantify and clarify whether the gross
amount of funded loans is prio r to or after the deduction of  any impairment provision.
Please also disclose the notiona l amount of credit default protection purchased in addition
to the fair values of such c ontracts and confirm that you have  not sold any credit default
protection.  Additionally, please expand your discussion on contractual maturities to
clarify if you have mismatches between ma turities of your exposures and the credit
default protection purchased to hedge against those exposures.
 7. As a related matter, you disclose that you have  a risk management framework in place to
measure, monitor and manage non-U.S. risk  and exposures; however your disclosures
appear to focus primarily on your direct  sovereign and non-sove reign risks. Please
expand this disclosure to di scuss specific examples of indirect  risks to which you are
exposed and describe how management monitors  and/or mitigates the effects of indirect
exposure to such risks.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows, page 157
 8. We note your presentation of “O ther investing activities, net”  represents 27% and 31% of
the total net cash provided by (used by) i nvesting activities du ring the years ended
December 31, 2011 and 2010, respectively.  Given the significance of this line item, and
variability of this line item  during the interim periods of 2011 and 2010, please tell us the
principal items comprising the balance and cons ider providing further breakouts in future
filings.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 5

 Note 1 – Summary of Significant Accounting Principles, page 158

 Nonperforming Loans and Leases, Char ge-offs and Delinquencies, page 163

 9. We note your disclosure on page 164 where you state that if accr uing troubled debt
restructurings (TDRs), both consumer and comme rcial, bear less than a market rate of
interest at the time of mo dification, they are reported as performing TDRs throughout
their remaining life unless and until they cease to perform in accordance with their
modified contractual terms.  Please clar ify whether you have ever removed the TDR
designation for any consumer or commercial lo ans that were modified in a TDR but bore
a market rate of interest at the time of  the modification.  If so, please provide
quantification of the amounts that have b een removed from your TDR disclosures for
each loan portfolio and clarify whether thes e loans would be assessed for impairment in
the future under either ASC 450 or ASC 310-10.
 Note 6 – Outstanding Loans and Leases, page 183

 10. We note your presentation of refreshed FICO scores for your home loan customers and
separately for your credit card and other consumer customers as of December 31, 2011,
segregated between FICO scores of less than 620 and greater than or equal to 620.   We
also note that the vast majority of your custom ers fall within the grea ter than or equal to
620 category.  Given the wide range of FICO sc ores included in the greater than or equal
to 620 category, and the fact that  the vast majority of borrowe rs fall within that category,
please tell us whether you have considered disaggregating this categ ory further to give
additional insight into  the credit quality of your customers.
 Credit Card and Other Consumer – Rene gotiated TDRs by Program Type, page 192

 11. We note your disclosure on page 192 of the am ount of credit card and other consumer
loans that entered in to payment default during 2011, de fined as the borrower missing the
second of two consecutive payments, and that had been modified in a TDR during the 12
months preceding payment default.  Based on the numbers disclosed in this section, as
compared to the amounts disclosed in the ta ble showing renegotiated TDRs entered into
during 2011, it appears that a ve ry large portion of your cred it card and other consumer
TDRs default within a year after modification.  Please clar ify if our understanding is
correct.  If our understanding is correct, please tell us in more  detail the level of payment
defaults you are projecting in the calculation of the allowance for loan losses for impaired
credit card and other consumer loans and te ll us whether you have considered revising
your programs given the low success rates of the programs.  Finally, please tell us
whether a borrower that defaults under one  of these TDR modifi cation programs would
be eligible for another modification for th e same credit card or consumer loan.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 6

 Note 10 – Goodwill and Intangible Assets, page 213

 12. We note that in 2011 you recorded goodwill impairment charges for your European
consumer card business and your consumer real  estate services bus iness during interim
goodwill impairment tests performed, but conclu ded that step two was not required for
any of your reporting units for the annual goodwill impairment te st performed as of June
30, 2011 since the fair value of the reporting uni ts exceeded their car rying values.  In
light of the fact that you have recognized goodwill impairments in four different quarters
during the past two years, the fact that your stock price re mained volatile during 2011 and
2010 and your market capitalization remained substantially below recorded book value,
the fact that the total fair  value you determined for all of your reporting units at your
annual testing date is below the total book valu e of the company, and the fact you plan to
assess at least certain of your reporting units for impairment on a qualitative basis under
the ASU 2011-08, please revise your future filings to disclose the fair value of each of
your reporting units as a percen tage of the carrying value wh en reporting units are tested
for impairment under Step 1, consistent w ith your response letter dated December 11,
2009.
 13. As a related matter, we note your disclosure  on page 158 that you early adopted the new
accounting guidance that permits entities to ma ke a qualitative assessment of whether it is
likely that the fair value of a reporting un it is less than the carrying amount and applied
the guidance for “certain” impairment tests performed during the three months ended September 30, 2011.  Please respond to the following:  a. Tell us the fair value of each of your repor ting units as a percentage of the carrying
value as of June 30, 2011, which you determined in connection with you annual goodwill impairment test.

b. Clarify your disclosure that you determined  that step two of the goodwill impairment
test was not required for any of your repor ting units as of June 30, 2011 since their
fair values exceeded each of their carrying values.  In this regard, we note your disclosure on page 124 that the total fair value of all of your reporting units at June
30, 2011 was $210.2 billion but the total book shar eholders’ equity for the company
as of that date was $222.2 billion.

c. Tell us which reporting units were qualitat ively assessed for impairment since your
early adoption of ASU 2011-08 in the third quarter of 2011.

d. Provide additional insight into the positive and negative qualitative factors that you
considered in concluding that this qu alitative analysis was sufficient for your
reporting units, and specifical ly address in your response the significant decline in
your market capitalization during the third and fourth  quarters of 2011 and the
variability of items and results of your “All Other”  reporting unit.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 7

 Item 11.  Executive Compens

CORRESP
1
filename1.htm

		Comment Letter - Structured Notes 4.26.12

April 26, 2012

Via EDGAR

Ms. Amy M. Starr

Chief

Office of Capital Markets Trends

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:

 Bank of America Corporation

424 Prospectuses relating to Registration Statements on Form S-3ASR

Filed April 20, 2009 -- File No. 333-158663

Filed March 30, 2012 - File No. 333-180488

Dear Ms. Starr:

Bank of America Corporation (the “Corporation”) has received your letter dated April 12, 2012 (the “Comment Letter”) setting forth the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the Corporation's offerings of structured notes pursuant to the Corporation's Registration Statements on Form S-3ASR (Registration Nos. 333-158663 and 333-180488). The Corporation's responses to the Comment Letter are set forth below. For ease of reference, each of the Staff's comments is repeated below, followed by the Corporation's response.

The Corporation issues its U.S. registered MTN structured notes through its broker-dealer affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), which offers the notes through different internal divisions to different types of investors. Where appropriate in this letter, we discuss the significant differences between the manner in which structured notes are offered through these divisions. The Corporation internally identifies these divisions as follows:

Ms. Amy M. Starr

April 26, 2012

Page 2

Division

 Types of Structured Notes

 Aggregate Principal Amount of U.S. Registered Offerings Sold in 2011

Global Wealth and Investment Management division (“GWIM”) (the private wealth group, focused on private client investors)

 Cash settled notes offered directly to MLPF&S's wealth management clients, linked primarily to well-known indices, and to equities, commodities, currencies and interest rates.

 $4.76 billion

Global Markets division (“Global Markets”)

 Structured notes linked primarily to well-known indices, and to equities, commodities and interest rates that are offered directly to institutional investors.

Structured notes linked primarily to well-known indices, and to equities and interest rates that are sold to unaffiliated brokers selected by MLPF&S (“third-party distribution” or “3PD”).

 $172.9 million

$914.5 million

Product Names

1.

 The staff in the Division of Corporation Finance has previously indicated that note titles using the term “principal protected” should also include balanced information about limitations to the principal protection feature.  We believe this concern regarding potential confusion over the titles of securities may exist for note titles across various product categories.  Issuers should evaluate the titles used for their different types of structured notes and should revise to clearly describe the product in a balanced manner and avoid titles that stress positive features without also identifying limiting or negative features.

Response:

The Corporation notes that currently it does not offer any type of structured note under its U.S. registered MTN structured note program that uses the term “principal protected” (or similar terms) in its title.

A significant portion of the Corporation's current structured note offerings that are sold through GWIM have specific branded titles. The offering materials used by the Corporation for these (and all other) structured notes include prominent (and proximate) disclosures of the key risks associated with the notes, including on the cover page. For example, in the case of an “Accelerated Return Note” (“ARN”), which can provide investors with a positive return that is greater than the increase in the level of the reference asset, the Corporation's disclosures indicate prominently on the cover page that the notes involve a payment at maturity that is capped, and that may be significantly less than the principal amount.

The structured notes that have branded titles consist primarily of structures that are offered through GWIM on a repeat basis each month. The recurring nature of these offerings allows investors to become familiar with the format for the different products, including the location in the offering documents of disclosures related to the unique terms and risk factors associated with each one.

Ms. Amy M. Starr

April 26, 2012

Page 3

 Product Pricing and Value

2.

 We note that issuers of structured notes often include disclosure, including in risk factors, explaining that the value of the notes at issuance and/or the price that the affiliate would pay for the notes in the secondary market, assuming no change in market conditions, will be less than the public offering price. In order for investors to be able to understand the relationship of the note purchase price to its fair value (as estimated by the issuer or its affiliate) and potential secondary market prices, we believe issuers should consider prominently disclosing the difference between the public offering price of the note and the issuer or its affiliate's estimate of the fair value of the note or discuss with us the reasons such disclosure should not be provided. Issuers also should consider identifying the specific amounts being paid from the note proceeds for costs and expenses.

Response:

The Corporation's structured note offering documents state that the secondary market value of the structured notes at the time of pricing is expected to be less than the purchase price, and also disclose the wide range of factors that could cause their value to be less than (or more than) that purchase price. These factors include certain costs associated with developing, hedging and offering the notes, the time remaining to maturity of the notes, the level, direction and volatility of market interest rates generally, the level and the volatility of the reference asset, and the Corporation's financial condition and creditworthiness.

The Corporation believes that the relevant methodology and terminology for valuing structured notes, and the costs and expenses factored into their pricing, may vary to a significant extent among different issuers and their affiliates. The valuation of structured notes involves a degree of subjectivity. For example, issuers or their affiliates may use different methodologies and definitions of fair value, such as differing views as to the volatility of certain reference assets. Pricing subjectivity also may arise as a result of an issuer's or its affiliate's use of portfolio hedging. Furthermore, because the value of these instruments changes rapidly as market conditions fluctuate, an issuer (or its affiliate) would determine different values for the same note depending upon the time of measurement.

The Corporation believes that requiring issuers to provide the indicated disclosures, in the absence of agreed upon and consistent standards as to the disclosure approach, could potentially result in more confusion than clarity for investors. If different issuers calculate and/or disclose these values in different ways for comparable notes, investors would be unable to make an apples-to-apples comparison between them, and may mistake differences in methodology in the calculation of the value of different notes for actual differences in value. We note that there are currently no disclosure standards that require this type of disclosure for structured notes or for other types of debt securities. As set forth in your question, we would be pleased to discuss this question in further detail with the Staff.

Notwithstanding the points noted above, in the case of notes offered to GWIM investors, the Corporation has added disclosure of the estimated profit earned by MLPF&S from the transactions through which the notes are structured and hedged. This disclosure is intended to provide individual investors in structured notes additional detail as to the components that make up the costs of the notes.

Ms. Amy M. Starr

April 26, 2012

Page 4

3.

 We have observed that some issuers of structured notes or their affiliates will, for a limited period of time immediately following an offering, use values on account statements or provide repurchase prices to customers at levels that temporarily exceed the issuer's or affiliate's own estimate of the fair value of the product. Further, we understand that after a given period of time such values and prices will be readjusted to better reflect the issuer's or affiliate's own estimate of the fair value of the product. If applicable, we ask that you disclose, including in risk factor disclosure as appropriate, your usage of different values and prices in this manner and explain the potential impacts on post-offering pricing, valuation, and trading.

Response:

The Corporation notes that it does not provide values of this kind to investors. MLPF&S provides account statements for its brokerage customers, and it also provides certain after market support or market-making in relation to the Corporation's structured notes. Generally, in the period immediately following the initial offering of a series of structured notes offered through GWIM, MLPF&S may be more actively engaged in supporting the secondary market by quoting an indicative or firm price that exceeds fair value, and its account statements would reflect such a higher value. Over time, and depending on market conditions, MLPF&S may quote different prices for the structured notes, which may be lower or higher than its estimate of the fair value of the notes. The duration of this market-making support varies based upon a variety of factors, is completely discretionary and may be discontinued or modified at any time.

In this regard, the Corporation's offering documents currently include risk factors which indicate that in any market making activity performed by MLPF&S, the price at which MLPF&S may bid for, offer, purchase, or sell the notes may differ from the values determined by its pricing models. As disclosed in these risk factors, there are a variety of factors that affect prices in the secondary market, making it difficult to provide meaningful clear disclosure to investors as to how these prices will change over time. In addition, most of these notes are intended to be held to maturity, and are typically not recommended to be sold shortly after purchase. Accordingly, the Corporation's practice is not to include disclosure that might suggest that there are times prior to maturity at which it may be more or less beneficial to attempt to sell the notes. Please see the related discussion in the response to Comment 8 below.

Finally, the Corporation values its structured notes for financial accounting purposes in accordance with U.S. generally accepted accounting principles. The appropriate accounting treatment differs depending on the particular details of the structured note. The value obtained for this purpose may vary from any price at which MLPF&S offers to repurchase the notes in a market-making transaction.

Use of Proceeds and Reasons for Offerings

4.

 Issuers often provide disclosure explaining that they will use the proceeds of a structured note offering for general corporate purposes and may use an unquantified portion for hedging transactions. Item 504 of Regulation S-K requires that issuers disclose the approximate amounts intended to be used for each purpose. If the issuer does not have specific plans for a significant portion of the proceeds of the offering, it should note the reasons for the offering.

Ms. Amy M. Starr

April 26, 2012

Page 5

Response:

The Corporation's pricing supplements and product supplements include disclosure regarding use of proceeds substantially as follows: “We will use the net proceeds we receive from the sale of the notes for the purposes described in the accompanying prospectus under 'Use of Proceeds.' In addition, we expect that we or our affiliates may use a portion of the net proceeds to hedge our obligations under the notes.” The accompanying prospectus discloses that, unless otherwise indicated in an applicable supplement, the Corporation will use the proceeds from offerings for general corporate purposes, including a non-exclusive list of examples of these purposes. As a practical matter, as a large, diversified financial services holding company and frequent issuer, the net proceeds from the Corporation's various offerings, including structured notes, are fungible and are used in effect as the equivalent of “working capital” for a financial services company. Accordingly, the Corporation believes that its disclosure of the general use of proceeds complies with Item 504 of Regulation S-K.

Regarding hedging activities, as noted in our response to Comment 2 above, for offerings sold through the GWIM division, the estimated profit earned by MLPF&S from the transactions through which the notes are structured and hedged is set forth in the “Plan of Distribution” section of each pricing supplement, together with the underwriting fee or commission. As to other offerings, the Corporation does not specifically allocate any portion of the net proceeds for hedging transactions, as the related structuring and hedging is provided without separate cost accounting and is not quantified by the Corporation.

The Corporation notes that it is not generally possible to quantify in any meaningful way over the term of a note the costs that will be incurred in connection with any hedging activity. Hedging activity may be direct or indirect and may be undertaken by the Corporation or its affiliates on an individual or portfolio basis (hedging more than one, or many, of the Corporation's debt obligations) and therefore may not be specific to a particular note.

5.

 Please explain to us in your response letter with a view toward disclosure in your future Exchange Act reports, the purpose of your structured notes program generally, and the purposes of particular types of offerings or products. Explain to us how significant structured notes are to your overall plan of financing and liquidity position. Please tell us about any material trends or changes in your use of, or your experience with, structured notes in the past few years, including trends or changes in your reliance on structured notes as a liquidity source. Also tell us about trends or changes in note types and/or the referenced asset classes or referenced indices. Please include quantitative information about outstanding structured note obligations in recent periods.

Response:

The Corporation issues structured notes as a means to diversify its unsecured funding sources. However, the Corporation is not dependent upon them as a source of financing. Instead, the Corporation issues its structured notes in the forms, structures and amounts desired by institutional and individual investment clients of MLPF&S. Many of these clients have specific investment goals that involve particular reference assets and a view as to the direction and/or volatility of those reference assets.

Ms. Amy M. Starr

April 26, 2012

Page 6

The particular features of the structured notes offered and the reference assets to which payments on the notes are linked are driven by client demand and as a result shift from time to time. For example, during the recession of 2009 and 2010, the Corporation experienced an increase in demand for notes linked to commodities. As the economy has rebounded, however, the Corporation has begun to offer fewer structured notes linked to commodities. The Corporation also has observed that in recent years, a larger portion of its issuances of structured notes involve notes that pay interest prior to maturity, as opposed to a single payment at maturity.

On a global basis, the Corporation had outstanding structured note liabilities with a boo

April 12, 2012

Via Facsimile

Edward P. O’Keefe
General Counsel
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

Re: Bank of America Corporation
424 Prospectuses relating to Registration Statements on Form S -3ASR
Filed April 20, 2009  -- File No. 333-158663
Filed March 30, 2012 -- File No. 333 -180488

Dear  Mr. O’Keefe :

We are writing this letter in connection with our review of takedowns of structured notes
from shelf registration statements by financial institutions and have identified a number of areas
in which we believe there could be disclosure improvements.  Therefore, we  are issuing the
following comments  in an effort to  improve disclosures in connection with your future structured
note offerings, and in some instances, Securities Exchange Act of 1934 reports .

Although we reviewed certain takedowns from your shelf registration statement, we are
including comments that may or may not specifically apply to your disclosures with respect to all
types of notes.  If you  disagree with a comment or  think it does not apply  to your structured note
program or certain types of notes, please explain why in your respons e letter.

You should also note that this letter does not address all disclosure issues that may arise
in structured note offerings.  It is only intended to address the limited issues described in the
comments below.  If we conduct a review of your filin gs in the future, we may have more
specific comments.  It is your responsibility to determine the disclosures that should be provided
in your particular circumstances.

Product Names

1. The staff in the Division of Corporation Finance has previously indicated that note titles
using the term “principal protected” should also include balanced information about
limitations to the principal protection feature.  We believe this concern regardi ng
potential confusion over the titles of securities may exist for  note titles across various
product categories.  Issuers should evaluate the titles used for the ir different  types of

 structured notes and should revise to  clearly describe the product in  a balanced manner
and avoid titles that stress positive features without also identifying  limiting  or negative
features.
Product Pricing and Value

2. We note that issuers of structured notes often include disclosure, including in risk factors,
explaining that the value of the notes at issuance and/or the price that the affiliate would
pay for the notes in the secondary market, assuming no change in market conditions, will
be less than the public offering price.  In order for investors to be able to understand t he
relationship of the note purchase price to its fair value (as estimated by the issuer or its
affiliate) and potential secondary market prices, we believe issuers should consider
prominently disclosing the difference between the public offering price of the note and
the issuer or its affiliate’s estimate of the fair value of the note or discuss with us the
reasons such disclosure should not be provided.  Issuers also should consider identifying
the specific amounts being paid from the note proceeds for co sts and expenses.

3. We have observed  that some issuers of structured notes or their affiliates will, for a
limited period of time immediately following an offering, use values on account
statements or provide repurchase prices to customers at levels that te mporarily exceed the
issuer’s or affiliate’s own estimate of the fair value of the product.   Further, we
understand that after a given period of time such  values and prices will be readjusted to
better reflect the issuer’s or affiliate’s own estimate of th e fair value of the product.   If
applicable, we ask that you disclose , including in risk factor disclosure as appropriate,
your usage of different values and prices in this manner and explain the potential impacts
on post -offering pricing, valuation, and t rading.
Use of Proceeds and Reasons for Offerings
4. Issuers often provide disclosure explaining that they will use the proceeds of a structured
note offering for general corporate purposes and may use an unquantified portion for
hedging transactions.  Item  504 of Regulation S -K requires that  issuers disclose the
approximate amounts intended to be used for each purpose.  If the issuer does not have
specific plans for a significant portion of the proceeds of the offering, it should note the
reasons for the of fering.

5. Please explain to us in your response letter with a view toward disclosure in your future
Exchange Act reports, the purpose of your structured notes program generally, and the
purposes of particular types of offerings or products.  Explain to us how significant
structured notes are to your overall plan of financing and liquidity position.  Please tell us
about any material trends or changes in your use of , or your experience with , structured
notes in the past few years, including trends or changes  in your reliance on structured

 notes as a liquidity source.  Also tell us about trends or changes in note types and/or the
referenced  asset classes or referenced indices.  Please include quantitative information
about outstanding structured note obligatio ns in recent periods.
Plan of Distribution

6. We have found that some issuers of structured notes disclose  that their affiliate s might
change the price and selling terms if all notes are not sold at the public offering price
disclosed on the cover page. Please explain to us with a view toward disclosure, the
manner in which you conduct structured note offerings, including the forms of
underwriting involved.  Also please explain whether any notes are sold to broker -dealer s,
including your affiliates, and not immediately resold to investors or are resold to
investors at differing prices.  In this situation, please explain why there may be different
prices and what type of investor may receive a “better” price.  Please expla in the process
in detail.

7. Some issuers offer structured notes using a preliminary pricing supplement or term sheet
that discloses a range for certain material terms (such as a capped maximum return), with
the actual terms set within that range on a late r pricing date.  If you offer notes in this
manner, explain to us with a view toward disclosure, how the size of the range is
determined, how the actual terms are established, and when and how the actual terms are
communicated to investors.
Liquidity

8. While issuers generally disclose in risk factors or elsewhere that the  issuer or its affiliates
may, but are not obligated to, make a secondary market in the notes that they offer, the
disclosure  should provide investors with a better understanding of the potential liquidity
or lack of liquidity of any secondary market .  In this regard, please explain to us with a
view toward disclosure, your practices and procedures with respect to providing liquidity
in the notes you sell and how often you offer to buy ba ck notes from investors prior to
maturity , the price paid  and how it is determined .
Issuer Credit  Risk

9. While the note terms establish the amounts due and payable on the notes, payment is
ultimately dependent on the creditworthiness of the issuer. It is important for investors to
understand that structured notes are unsecured obligations of the issuer and any payment
on the note is subject to issuer credit risk, with no ability to pursue any referenced  asset
for payment .  As a result, we believe th e risk that an investor is exposed to an issuer’s
credit should be disclosed on the prospectus  supplement cover page in a clear, consistent,
and prominent manner.

Tax Consequences

10. Item 601(b)(8) of Regulation S -K requires the filing of  a tax opinion when  the tax
consequences are material to investors and a representation as to tax consequences is set
forth in the filing.  Refer to Staff Legal Bulletin No. 19 , which is  available on our
website , for additional details.  Given the complexity and uncertainty surrounding the tax
treatment of some types of structured notes, the tax consequences appear material to an
informed investment decision.  Please explain to us your approach to providing tax
disclosures for the different types of notes you offer and how yo u determine whether such
disclosures must be based on the opinion of counsel.  If so, explain how the se opinion s
are filed as required.
Referenced Asset or Index Disclosure

11. It is our view that  an issuer may not disclaim liability or responsibility for t he information
it discloses regarding the asset or index referenced by  the note because such a disclaimer
is inconsistent with the issuer’s disclosure obligations under the federal securities laws.
Issuers may, however, state that they have not undertaken  any independent review or due
diligence of publicly available information regarding an unaffiliated referenced  asset or
index.  Please revise your disclosure, as appropriate, to b e consistent with this standard.

12. Please tell  us whether you have ever discl osed hypothetical historical price information,
for example in the case of a new index that has no historical price information.  If so,
explain to us what information the presentation provide d to investors and how it was
presented in a balanced manner.
Disclosure Format

13. We have found that disclosures in structured note offerings are usually made through
combinations of base prospectuses, various underlying prospectus supplements, and
preliminary and final pricing supplements.  While current rules permit i ncorporation by
reference, it is important that it not be difficult  for investors to locate important
information or updated information.  Please explain to us what  constitutes your  disclosure
packages for structured note offerings, including the different documents you use, what
information is included in each document, and how you determine the information that
will be included in the term sheet or descriptive prospectus supplement  for these
offerings.
Exhibits

14. Each time an issuer conducts a structured note offering, it may need to file certain
exhibits if it has not already done so.  For example, distribution agreements and

 instruments defining the rights of note holders may be re quired exhibits.  Please explain
to us your approach to filing these and any other applicable exhibits.
Please provide us with a written response to these comments within ten business days
from the date of this letter or tell us when you will respond.  In  some of our comments, we have
specified improved disclosures  that issuers should provide.  Please explain in your response letter
how you intend to provide such disclosures in future filings .   Upon our review of your response,
we may have additional comm ents or questions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing s;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action  with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

You may contact me or Raquel Fox at (202) 551 -3860 with any questions.

Sincerely,

/s/ Amy M. Starr

Amy M. Starr
Chief
Office of Capital Markets Trends
Division of Corporation Finance

January 30, 2012
 Brian T. Moynihan Chief Executive Officer and President Bank of America Corporation 100 North Tryon Street Charlotte, NC 28255
Re: Bank of America
Form 10-K for the year ended December 31, 2010 Filed February 25, 2011
  File No. 001-6523

Dear Mr. Moynihan:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

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

CORRESP
1
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		Dec 19, 2011 Comment Letter

December 19, 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 Fiscal Year Ended December 31, 2010

Filed February 25, 2011

Form 10-Q for the Quarterly Period ended March 31, 2011

Filed May 5, 2011

Form 10-Q for the Quarterly Period ended June 30, 2011

Filed August 4, 2011

Form 10-Q for the Quarterly Period ended September 30, 2011

Filed November 3, 2011

File No. 1-06523

Dear Ms. Hayes:

We have received and reviewed your letter dated December 2, 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

Item 1A. Risk Factors

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

1.

 We note your response to comment one in our letter dated August 2, 2011 as well as the statements in your Form 10-Q for the period ended September 30, 2011. In future filings please disclose the additional collateral and termination payments that you may be required to post as a result of a one and two notch downgrade in your credit rating. We note that this information is included in note 4 to the financial statements and continue to believe that this information should be included in the risk factor discussion as it will assist an investor in understanding the risk and potential consequences.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

December 19, 2011

Page 2 of 7

Response:

 In future Form 10-K filings, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and, where material, to the extent Risk Factors disclosure is appropriate for Form 10-Q filings, in future Form 10-Q filings, we will disclose the additional collateral and termination payments that we may be required to post as result of a one and two notch downgrade in the Corporation's credit ratings.

Exhibits

2.

 We note your response to comment three from our letter dated August 2, 2011. We disagree with your position that these agreements were entered into in the ordinary course of business. While bulk settlements occurred in prior years, such settlements of this magnitude do not ordinarily accompany your business and therefore are not entered into the ordinary course. Please file the agreements pursuant to Item 601(b)(10) of Regulation S-K.

Response: We will file the agreements as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Form 10-Q for the Quarterly Period Ended September 30, 2011

Counterparty Credit Risk Valuation Adjustments

Non-U.S. Portfolio, page 115

3.

 We refer to Table 58 on page 118 which provides information about your exposure to selected European countries. We note that footnote six to your table indicates that the credit default protection column represents the net notional credit default protection purchased to hedge derivative assets. We are unclear as to why you would only disclose the net notional amount of these instruments as opposed to the fair values given that the derivative assets that they are hedging are presented at fair value in your table. Please revise your future filings to also disclose the fair values of the net credit default protection purchased. Additionally, please disclose the fact that losses could still result in your positions even if there is purchased credit protection because the purchased credit protection contracts only pay out under certain scenarios and thus not all losses may be covered by the credit protection.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

December 19, 2011

Page 3 of 7

Response:

 In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, we will disclose the fair values of the net credit default protection purchased. Additionally, we will disclose in future filings the fact that losses could still result even if there is credit default protection purchased because the purchased credit protection contracts only pay out under certain scenarios and thus not all losses may be covered by the credit protection contracts. The effectiveness of our credit default swap (“CDS”) protection as a hedge of these risks is influenced by a number of factors, including the contractual terms of the CDS. Generally, only the occurrence of a credit event as defined by the CDS terms (which may include, among other events, the failure to pay by, or restructuring of, the reference entity) results in a payment under the purchased credit protection contracts. The determination as to whether a credit event has occurred is made by the relevant ISDA Determination Committee (comprised of various ISDA member firms) based on the terms of the CDS and facts and circumstances for the event. Accordingly, uncertainties exist whether any particular strategy or policy action for addressing the European debt crisis would constitute a credit event under the CDS. Most recently the question of whether a voluntary restructuring of certain European debt that does not bind all holders has been viewed as unlikely to trigger a credit event under CDS terms.

Notes to the Financial Statements

Note 9 - Representations and Warranties Obligations and Corporate Guarantees, page 198

Rescission Notices, page 202

4.

 We note your response to comment nine of our letter dated August 2, 2011 as well as your disclosure on page 202 regarding FNMA's new policy related to mortgage insurance rescissions. Given the potential impact that this policy could have on your pipeline of repurchase claims and your representations and warranties liability, please revise your future filings to provide some level of quantitative disclosure regarding your mortgage insurance rescissions, including number and amount of unresolved mortgage rescissions notices as well as the manner in which mortgage rescission notices have been resolved (e.g., acceptance, reinstatement of coverage, settlement, etc.). This disclosure can be in a format similar to what you provided in your response to prior comment 28(g) of our letter dated June 6, 2011.

Response:  The number and amount of unresolved mortgage rescission notices are highly confidential and propriety information, which should remain confidential. In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, we will provide quantitative disclosure regarding our mortgage insurance rescissions (e.g. percentages), including the percentage of unresolved mortgage rescission notices, as well as the manner in which mortgage rescission notices have been resolved.

In addition, we acknowledge the SEC's question as discussed on December 9, 2011 regarding news reports of the Corporation's participation in the following Federal Reserve-sponsored funding programs during 2008-2009: the Term Auction Facility, the Commercial Paper Funding Facility, the Primary Dealer Credit Facility, and the Term Securities Lending Facility. Below, we provide our response to the SEC's question which was:

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

December 19, 2011

Page 4 of 7

We have been made aware through various news reports that you may have accessed various the Term Auction Facility, the Commercial Paper Funding Facility, the Primary Dealer Credit Facility, and the Term Securities Lending Facility, which were Federal Reserve-sponsored programs during 2008 - 2009. We note from your disclosures during these periods that you appear to disclose the availability of these programs and in some cases you have participated in the programs. But you do not appear to have provided quantitative information as to the level or amount of borrowings under these programs. To the extent that you had borrowings under these programs during these periods, please tell us how you concluded that additional quantitative and qualitative disclosures about your participation in the programs were not required. Additionally, please provide your analysis as to whether you believe that participation in these programs instituted a form of federal financial assistance such that additional disclosure may have been required as to the effects of this assistance on your financial condition and results of operations pursuant to the guidance in FRC 501.06(c).

Participation in Government-Sponsored Funding Programs

As the Corporation disclosed in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q during 2008 - 2009, the Corporation accessed the Term Auction Facility (TAF), the Commercial Paper Funding Facility (CPFF), the Primary Dealer Credit Facility (PDCF) and the Term Securities Lending Facility (TSLF, and together with the TAF, CPFF and PDCF, the Programs). The Corporation's borrowings under the Programs at December 31, 2008, March 31, 2009 and June 30, 2009, are detailed on Exhibit A1. The Programs were designed by the Federal Reserve and other supervisory authorities to help foster liquidity and continued market functioning during a period of historically significant stressed systemic, macroeconomic risk.

The Corporation's participation in the Programs was precautionary, not necessary. As noted in Exhibit A, the Corporation's borrowings under the Programs at December 31, 2008, March 31, 2009 and June 30, 2009 were approximately 13%, 16%, and 5%, respectively, of the quarterly average of all of the Corporation's short-term borrowings in the related quarter. The Corporation's utilization of these Programs did not exceed its otherwise available supply of unencumbered, highly liquid assets. During the periods when the Corporation accessed the Programs it retained access to, and in fact accessed, multiple other sources of short-term and long-term funding. The temporary liquidity and funding provided by the Programs was helpful to the Corporation and the markets broadly. Obtaining funding under reasonable terms was a prudent action from a liquidity risk management perspective.

Federally sponsored programs that provide liquidity or funding to banking and other financial organizations have taken, and continue to take, many forms. In general, these relationships are not controversial, and program-level disclosure is not warranted. Insured banking organizations and their affiliates have multiple and complex relationships with governmental agencies, some of which are supervisory in nature, and others of which concern governmental agencies in a role similar to a private market participant. For example, eligible organizations may pool FHA-insured and VA-guaranteed residential mortgage loans with Ginnie Mae in return for Mortgage-Backed Securities supported by the full faith and credit of the United States. In addition to this, qualified sellers may deliver conforming mortgage loans into Fannie Mae and Freddie Mac on relatively favorable terms, and this has continued since the initiation of each enterprise's conservatorship by the Federal Housing Finance Agency. Also, the Federal Home Loan Bank system provides funding secured by eligible residential mortgage loans to member banks.

1 These are the only quarter-ends at which Bank of America Corporation had outstanding advances under the Programs.  Please refer to footnote 3 below concerning Merrill Lynch & Co., Inc.

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

December 19, 2011

Page 5 of 7

The Corporation's Disclosure of the Programs

The Corporation concluded that the salient information that needed to be conveyed to our investors was:

•

 the existence of the ongoing financial crisis and economic slowdown and related risks to the Corporation, including risks to its funding and liquidity position,

•

 the U.S. government and regulatory response to the systemic macroeconomic risks presented by the ongoing financial crisis, including the establishment of the Programs,

•

 the availability of the Programs to the Corporation and the fact that the Corporation had accessed the Programs during certain periods and subsequently was no longer accessing the Programs (for the Annual Report on Form 10-K for the fiscal year ended December 31, 2009), and

•

 the Corporation's liquidity position, including its aggregate short-term borrowings.

The Corporation provided disclosure regarding the ongoing financial crisis and economic slowdown during the periods under discussion, including the risks of continued instability and volatility in the financial markets and the corresponding potential impact on the Corporation's funding and liquidity.  Examples of this disclosure are provided on Exhibit B.

In this context, the Corporation provided qualitative disclosure concerning the salient features of each of the Programs, its participation in the Programs, and its exit from the Programs in its Annual Reports on Form 10-K and, as applicable, Quarterly Reports on Form 10-Q for the periods under discussion. Examples of this disclosure are also provided on Exhibit B. Additionally, the Corporation provided quantitative disclosure regarding its use of short-term funding generally, segregated according to standard market metrics in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q during the periods under discussion. In accordance with Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Industry Guide 3), we provided detailed quantitative disclosure in our Annual Reports on Form 10-K for the 2008 and 2009 fiscal years concerning our short-term borrowings, including for each category of short-term borrowings reported in the financial statements. All borrowings under the Programs were included in our disclosed short-term borrowing metrics. The Corporation also provided other qualitative and quantitative disclosure regarding the Corporation's short-term liabilities and associated liquidity risk management matters in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q during the periods under discussion.

In preparing Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), the Corporation focuses on known material events and uncertainties that would cause reported financial information not to be necessarily indicative of future operating performance or of future financial condition. The most significant information for investors regarding the Programs, which were widely available to and used by U.S. financial institutions during the periods under discussion, was the fact of their existence and their intended purpose to foster liquidity and continued market functioning during a period of historically significant stressed systemic, macroeconomic risk, and the fact that they were available to and used by the Corporation, rather than Program level quantitative detail for the Corporation, particularly considering the insignificance of our participation to the Corporation's overall funding levels and excess liquidity. The Corporation believed that Program specific quantitative disclosure would not have been significant to investors and would have assigned undue prominence both to the liquidity and funding available under the Programs (which was believed to be temporary in nature), and

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

December 19, 2011

December 2, 2011
 Via E-Mail

Brian T. Moynihan  Chief Executive Officer and President  Bank of America Corporation  100 North Tryon Street  Charlotte, North Carolina 28255

Re: Bank of America Corporation Form 10-K for the Fiscal Year Ended December 31, 2010  Filed February 25, 2011  Form 10-Q for the Quarterly Period ended March 31, 2011 Filed May 5, 2011 Form 10-Q for the Quarterly Period June 30, 2011 Filed August 4, 2011 Form 10-Q for the Quarterly P eriod ended September 30, 2011
Filed November 3, 2011 File No. 1-06523
Dear Mr. Moynihan:

We have reviewed your letter dated Augus t 19, 2011 responding to our comment letter
dated August 2, 2011 and have the following comments.   In some of our comments, we may ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

 Brian T. Moynihan Bank of America Corporation December 2, 2011 Page 2
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Risk Factors, page 8

 Item 1A.  Risk Factors

 Adverse changes to our credit ratings form the ma jor credit rating agencies could have a material
adverse effect on our liquidity, cash flows, competitive position…, page 8
 1. We note your response to comment one in our  letter dated August 2, 2011 as well as the
statements in your Form 10-Q for the period ended September 30, 2011.  In future filings
please disclose the additional collateral and term ination payments that you may be required
to post as a result of a one and two notch downgrade in your credit  rating.  We note that this
information is included in note 4 to the financial statements and continue to believe that this
information should be included in the risk factor  discussion as it will as sist an investor in
understanding the risk and pot ential consequences.
 Exhibits

2. We note your response to comment three from our letter dated August 2, 2011.  We disagree
with your position that these agreements were ente red into in the ordinary course of business.
While bulk settlements occurred in prior years,  such settlements of this magnitude do not
ordinarily accompany your busines s and therefore are not entered in to in the ordinary course.
Please file the agreements pursuant to  Item 601(b)(10) of Regulation S-K.
 Form 10-Q for the Quarterly Period Ended September 30, 2011

 Counterparty Credit Risk Valuation Adjustments

 Non-U.S. Portfolio, page 115

 3. We refer to Table 58 on page 118 which prov ides information about your exposure to
selected European countries.  We note that footno te six to your table indi cates that the credit
default protection column represents the net notional credit default pr otection purchased to
hedge derivative assets.  We are unclear as to why you would only disclose the net notional
amount of these instruments as opposed to the fair  values given that the derivative assets that
they are hedging are presented at fair value in your  table.  Please revise your future filings to
also disclose the fair values  of the net credit default pr otection purchased. Additionally,
please disclose the fact that losses could st ill result in your positions even if there is
purchased credit protection because the purchased  credit protection contracts only pay out
under certain scenarios and t hus not all losses may be c overed by the credit protection.

 Brian T. Moynihan Bank of America Corporation December 2, 2011 Page 3
 Notes to the Financial Statements

 Note 9 - Representations and Warranties Obli gations and Corporate Guarantees, page 198

 Rescission Notices, page 202

 4. We note your response to comment nine of our letter dated August 2, 2011 as well as your
disclosure on page 202 regarding FNMA’s new policy related to mortgage insurance
rescissions.  Given the potent ial impact that this policy could have on your pipeline of
repurchase claims and your repres entations and warrantie s liability, please revise your future
filings to provide some level of quantitative disclosure rega rding your mortgage insurance
rescissions, including number and amount of unresolved mortgage  rescissions notices as well
as the manner in which mortgage rescission no tices have been resolved (e.g., acceptance,
reinstatement of coverage, settlement, etc.).  Th is disclosure can be in a format similar to
what you provided in your response to prior co mment 28(g) of our letter dated June 6, 2011.

You may contact Angela Conne ll at (202) 551-3426 or Stepha nie Hunsaker at (201) 551-
3512 if you have questions regarding comments on th e financial statements and related matters.
Please contact Michael Seaman at (202) 551-336 6, or me at (202) 551-3675 with any other
questions.
Sincerely,
         / s /  S u z a n n e  H a y e s         S u z a n n e  H a y e s         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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.

 August 19, 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 fiscal 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

 Form 8-K filed July 19, 2011

 Dear Ms. Hayes:

 We have received and reviewed your letter dated August 2, 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

 Item 1A. Risk Factors

 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.
We note your response to prior comment one of our letter dated June 6, 2011. Your risk factor discussion should include the details necessary for an investor to
understand the risk and potential consequences rather than cross reference various discussions in your filing. Please expand future risk factor disclosure to quantify likely losses and additional collateral requirements given a one notch and two
notch downgrade.

Response:

In response to the Staff’s comment, we included the following qualitative disclosure concerning the risks and potential consequences associated with a potential adverse change
in the Corporation’s credit ratings in the Risk Factors section of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed on August 4, 2011 (the Second Quarter 2011 Form 10-Q):

 Liquidity Risk

 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, financial condition and results of operations by significantly limiting our access to the funding or capital markets, increasing our borrowing costs, or triggering additional collateral or funding
requirements.

 Our borrowing costs and ability to obtain funding are directly impacted by our credit ratings. In addition, credit ratings may be important to
customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions, including OTC derivatives. Credit ratings and outlooks are opinions on our creditworthiness and that of our obligations or securities,
including long-term debt, short-term borrowings, preferred stock and other securities, including asset-backed and mortgage-backed securities. Our credit ratings are subject to ongoing review by the rating agencies and thus may change from time to
time based on a number of factors, including our own financial strength and operations, as well as factors not under our control, such as rating agency specific criteria or frameworks for our industry or certain security types, which are subject to
revision from time to time, and conditions affecting the financial services industry generally. There can be no assurance that we will maintain our current credit ratings.

 On June 2, 2011, Moody’s placed our ratings on review for possible downgrade from negative outlook due to its view that the current level of U.S.
government support incorporated into our ratings may no longer be appropriate. The ratings agencies have indicated that, as a systemically important financial institution, our credit ratings currently reflect their expectation that, if necessary, we
would receive significant support from the U.S. government. All three ratings agencies have indicated they will reevaluate, and could reduce the uplift they include in our ratings for government support, for reasons arising from financial services
regulatory reform proposals or legislation.

 Currently, our long-term senior debt ratings and outlooks expressed by the ratings agencies are as follows: A2 (review for possible downgrade) by
Moody’s; A (negative) by S&P; and A+ (Rating Watch Negative) by Fitch. A reduction in certain of our credit ratings would likely have a material adverse effect on our liquidity, access to credit markets, the related cost of funds, our
businesses and on certain trading revenues, particularly in those businesses where counterparty creditworthiness is critical. If our short-term credit ratings, or those of our bank or broker-dealer subsidiaries, were downgraded by one or more
levels, the potential loss of short-term funding sources such as commercial paper or repo financing, and the effect on our incremental cost of funds would be material. While certain potential impacts of a downgrade are contractual and quantifiable,
the full scope of consequences to a credit rating downgrade is inherently uncertain, as it depends upon numerous dynamic, complex and inter-related factors and assumptions, including whether any downgrade of our long-term credit ratings precipitates
downgrades to our short-term credit ratings, and assumptions about the behavior of various customers, investors and counterparties, whose responses to a downgrade are unknown and not reasonably knowable in advance.

 For additional information about our credit ratings and their potential effects to our liquidity, see Liquidity Risk – Credit Ratings in the
MD&A on page 74 and Note 4 – Derivatives to the Consolidated Financial Statements.

 2

The Corporation also provided quantitative disclosure regarding additional collateral and termination payments required under certain over-the-counter (OTC) derivative contracts and
other trading agreements as a result of a one- and two-level downgrade of the long-term credit rating of the Corporation and its subsidiaries by all ratings agencies in Note 4 – Derivatives to the Corporation’s Consolidated
Financial Statements in the Second Quarter 2011 Form 10-Q, along with a cross reference in the Risk Factor disclosure.

For the reasons identified in the existing Risk Factor disclosure and discussed further below, we do not believe that providing additional quantitative disclosure regarding other
potential consequences of an adverse change in the Corporation’s credit ratings, if any, is feasible. The full scope of consequences to a credit ratings downgrade is inherently uncertain, as it depends upon numerous dynamic, complex and
inter-related factors and assumptions, including assumptions about the behavior of various customers, investors and counterparties whose responses to a downgrade are unknown and not reasonably determinable in advance.

Consistent with the requirements of Securities Exchange Act Rule 12b-21, the Corporation has disclosed such information as it is known or reasonably able to obtain regarding these
matters, and the Corporation provided a statement in the Risk Factors section of the Second Quarter 2011 Form 10-Q set forth above that additional information with respect to the responses of various customers, investors and counterparties is
unknown and not reasonably knowable in advance. Finally, the Corporation has chosen to include the quantitative disclosure regarding additional collateral and termination payments required under certain OTC derivative contracts and other trading
agreements as a result of a one- and two-level downgrade of the long-term credit rating of the Corporation and its subsidiaries by all ratings agencies in the footnotes to the Consolidated Financial Statements rather than in the Risk Factor
disclosure because, in the Corporation’s view, to provide this disclosure in the Risk Factors section would vest in these numbers undue prominence relative to other risks applicable to the Corporation that are disclosed in the Risk Factor
section, and would risk creating an unbalanced presentation in light of the other consequences that cannot yet be quantified or described accurately in such a Risk Factor at this time. The Corporation will continue to provide in its periodic reports
such disclosure regarding the consequences associated with an adverse change in its long-term credit ratings as is known by the Corporation or the Corporation is reasonably able to determine given the available information.

 Mortgage and Housing Market-Related Risk, page 9

2.
In response to comment three of our letter dated June 6, 2011 you have stated that you cannot calculate the maximum funding obligation attributable to rapid
amortization because a home equity borrower has the ability to pay down and redraw balances but that undrawn available credit was $639 million at December 31, 2010. It would appear that $639 million could be drawn and repaid multiple times and
the amounts repaid would be distributed to the holders of the trust certificates. Please provide further explanation as to your belief that risk factor disclosure is not warranted or provide draft disclosure to be included in future filings.

Response:

As disclosed in the Second Quarter 2011 Form 10-Q, the Corporation evaluates each of the securitizations that have entered into 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. This evaluation also includes the
number of loans still in revolving status, the amount of available credit and when those loans will lose revolving status. At June 30, 2011, the reserve for losses on expected future draw obligations on the home equity loan securitizations in
rapid amortization for which the Corporation has a subordinated funding obligation was $107 million compared to $131 million at December 31, 2010.

 3

The charges that will ultimately be recorded as a result of rapid amortization events in large part depend on the undrawn available credit on the home equity lines. The undrawn
available credit on the home equity loans declined 12% to $564 million at June 30, 2011 compared to $639 million at December 31, 2010. This amount continues to decline based on, among other things, the Corporation’s home equity line
management initiatives which seek to reduce or eliminate the amount of available credit based on increases in customer risk profiles. The charges that will be recorded as a result of rapid amortization events also depend on the performance of the
home equity loans, the amount of subsequent draws and the timing of related cash flows.

The Corporation believes its predictive models, utilizing its historical experience while considering current developments, including customer behavior and projections of future
defaults, subsequent draws and the timing of related cash flows, as well as certain other assumptions regarding economic conditions, home prices and other matters, allow it to reasonably estimate the reserve for losses on expected future draw
obligations on the home equity loan securitizations in rapid amortization. For the past four quarters, the Corporation has observed that losses on draw obligations averaged approximately $4.7 million per month, with the most recent two quarters
averaging $5 million to $6 million per month. The Corporation expects these losses to decline over time. In addition, the Corporation has forecasted aggregate losses of $107 million on expected future draw obligations on the home equity loan
securitizations in rapid amortization through 2017, which is when it expects to no longer have any further subordinate funding obligation on these loans.

As a result, the Corporation continues to believe possible losses due to the rapid amortization of home equity securitization trusts do not represent a significant risk to its
business, operations or financial condition, and accordingly that this matter does not warrant Risk Factor disclosure.

3.
We note your response to comment four of our letter dated June 6, 2011. However, we disagree with your belief that the agreements were made in the ordinary
course of business. Therefore, we believe they should be filed pursuant to Item 601(b) (10) of Regulation S-K.

Response:

The Corporation continues to believe that neither the December 31, 2010 agreement with Fannie Mae (FNMA Agreement) nor the December 31, 2010 agreement with Freddie Mac
(FHLMC Agreement) is a material contract required to be filed as an exhibit under Item 601(b)(10) of Regulation S-K. The Corporation respectfully disagrees with the Staff’s assertion that the FNMA Agreement and the FHLMC Agreement were
entered into other than in the ordinary course of the Corporation’s business.

Over the past decade, we and legacy Countrywide sold over $2 trillion of loans to Fannie Mae and Freddie Mac (the GSEs). Those sales were made in the ordinary course of business. In
connection with those sales, we or our subsidiaries or legacy companies made various contractual representations and warranties. The GSEs have routinely alleged that in certain cases the Corporation has breached those representations and warranties.
As a result of those alleged breaches, the GSEs have made requests to repurchase mortgage loans or to otherwise make whole or provide other remedies to the GSEs (collectively, repurchases). At June 30, 2011, there were outstanding repurchase claims
of $5.1 billion from the GSEs.

We have an established history of working with the GSEs on repurchase claims, including through bulk settlement. In 2008, 2009 and 2010, we received $2.9 billion, $6.4 billion and
$13.6 billion, respectively, in repurchase claims from the GSEs and resolved $1.6 billion, $4.5 billion and $9.1 billion, respectively, of repurchase claims (excluding claims settled through the FNMA Agreement and the FHLMC Agreement). Additionally,
we currently employ 900 associates in the Consumer

 4

Real Estate Services segment that focus on resolving residential mortgage repurchase claims. The resolution of repurchase claims stemming from alleged breaches of those
representations and warranties is a continuous and ordinary course process in the Corporation’s business, although repurchase claims remain at historically elevated levels.

We have contested, and will continue to contest, any request for repurchase when we conclude that a valid basis for repurchase does not exist. Nevertheless, we have also reached,
and may continue to reach, bulk settlements, or agreements for bulk settlements, with the GSEs in the ordinary course, in lieu of a loan-by-loan review process, in an effort to resolve legacy-mortgage related issues. For instance, prior to entering
into the FNMA Agreement, the Corporation entered into bulk settlements with FNMA to resolve repurchase claims in August 2006, December 2007 and June 2008. In addition, from time to time, we have entered into bulk settlements with various other
counterparties in the ordinary course of business.

The FNMA Agreement and the FHLMC Agreement were continuations of the historical process of resolving repurchase claims. For instance, the FNMA Agreement substantially resolved the
existing pipeline of repurchase and make-whole claims outstanding as of September 20, 2010 related to loans sold directly by legacy Countrywide to Fannie Mae. The FNMA Agreement merely resolved an aggregated set of claims that we otherwise
would have resolved on an individual basis in the ordinary course of business. The FHLMC Agreement extinguished all outstanding and potential mortgage repurchase and make-whole claims arising out of any alleged breaches of selling representations
and warranties relat

August 2, 2011
 Via E-mail

Brian T. Moynihan Chief Executive Officer and President Bank of America Corporation 100 North Tryon Street Charlotte, NC 28255
Re: Bank of America Corporation
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 25, 2011
  Form 10-Q for Quarterly Period Ended March 31, 2011   Filed May 5, 2011   File No. 001-06523

Dear Mr. Moynihan:
 We have reviewed July 1, 2011 response lette r to our letter dated June 6, 2011 and have
the following comments.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Form 10-K for Fiscal Year Ended December 31, 2010

 Item 1A.  Risk Factors

 Adverse changes to our credit ratings…, page 8

1. We note your response to prior comment one of  our letter dated June 6, 2011.  Your risk
factor discussion should include  the details necessary for an  investor to understand the

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 2
 risk and potential consequences rather than cross reference various discussions in your
filing.  Please expand future risk factor disc losure to quantify likely losses and additional
collateral requirements given a one  notch and two notch downgrade.
 Mortgage and Housing Mark et-Related Risk, page 9

2. In response to comment three of our lette r dated June 6, 2011 you have stated that you
cannot calculate the maximum funding obliga tion attributable to rapid amortization
because a home equity borrower has the ability to pay down and redraw balances but that undrawn available credit was $639 million at December 31, 2010.  It would appear that
$639 million could be drawn and repaid multiple times and the amounts repaid would be distributed to the holders of the trust certificat es.  Please provide further explanation as to
your belief that risk factor disclosure is not  warranted or provide draft disclosure to be
included in future filings.

3. We note your response to comment four of our letter dated June 6, 2011.  However, we
disagree with your belief that the agreemen ts were made in the ordinary course of
business.  Therefore, we believe they shoul d be filed pursuant to Item 601(b)(10) of
Regulation S-K.

Government measures to regulate the financia l industry, including the Financial Reform Act
either individually, in combination or in the aggregate, could require  us to change certain of our
business practices…, page 14

4. We note your response to comment five of our  letter dated June 6, 2011 and continue to
believe the requested additional disclosure will assist investors in assessing the risk and
potential consequences.  Therefore, our co mment is reissued.  Please expand the risk
factor discussion to discuss the expected effects of the regulatory changes or the
significance of the effected activities to your operations.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Financial Highlights

 Noninterest Income, page 28

5. We note your response to comment seven of our letter dated June 6, 2011 and in
particular your description of  how uncollected fees are a ccounted for as part of card
income and service fees.  Please explain, a nd consider providing an example illustrating,
how the reclassification of unc ollected fees at the time of  charge-off from provision for
loan losses to an appropriate revenue line item impacts the rollforw ard of your allowance
for loan losses.

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 3
 Credit Risk Management

 Consumer Credit Portfoli o – Home Equity, page 75

6. We note your response to comment 10 of our letter dated June 6, 2011 related to your
home equity portfolio.  Pleas e respond to the following:

 Tell us whether you are contac ted by the first-lien holde r to discuss modifications
to their first-lien under HAMP or anothe r modification program, and how, if at
all, this information is incorporat ed into your allowance methodology.

 Tell us whether the first lien holder contacts you prior to fo reclosure.  As part of
your response, please tell us whether your second-lien loan is typically shown as
current and performing when the first lien  holder files a fore closure notice, or
whether your second-lien loan would typi cally already be reserved for based on
your review and consideration of the credit bureau data.

Trading Risk Management, page 100

7. We note your response to comment 15 of our letter dated June 6, 2011 related to your
VaR disclosures and methodology.   Please revi se your future filings to include the
information in your response in future disclo sures.  For example, please disclose the
historical data period your VaR model utili zes and why you chose this period, the effect
that the historical period has on your current VaR numbers and the ramifications if the
market suddenly become more volatile, and the backtesting procedures performed to
validate your model.
 Item 8. Financial Statements and Supplementary Data

 Insurance Income and Insurance Expense, page 151

8. We note your response to comment 21 of our letter dated June 6, 2011 related to your
reinsurance agreements with th e private mortgage insurers.  Please tell us your maximum
potential exposure related to these reinsuran ce agreements and the amount of reserves
you have set aside related to probable lo sses that may be incurred.  We note your
response indicates you are required to deposit the ceded premiums into trust accounts
held by third parties for the benefit of the pr ivate mortgage insurers .  Tell us whether you
have exposure beyond the mortgage premiums that have been placed into the trust
accounts, or that will be placed there, and if  so, how much.  Additionally, we note that
you have commuted six of these reinsura nce agreements during 2010. Please tell us
whether you continue to enter in to these types of arrangements.

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 4
 Note 9 – Representations and Ot her Warranties Obligations and Corporate Guarantees, page 183

9. We note your response to comment 28 of our  letter dated June 6, 2011 related to
mortgage insurance rescissions.  Please respond to the following:

 In future filings, please discuss the fact that the mortgage in surers have been
rescinding insurance coverage, provide in formation about the number of claims
and related status, including the amount unr esolved, and disclose that legitimate
mortgage insurance rescissions constitute  a valid basis for repurchase under your
GSE agreements and certain other li mited securitization transactions.

 Tell us how mortgage insurance rescissions  that you believe are not legitimate are
handled with respect to GSE claims.  Fo r example, your response indicates that
legitimate mortgage insurance rescissions constitute a valid ba sis for repurchase
under your GSE contracts, but given that you feel many mortgage insurance
rescissions are not valid, pleas e discuss whether there is a time period you have to
prove that the mortgage insurance rescission is not legitimate before the GSE can make a repurchase request.

 We note in your response to prior commen t 35 that you are not able to estimate a
range of reasonably possible losses for re purchase requests related to the GSEs
due to potential effects from changes in th e behavior of counterparties.  Please
clarify whether the potential changes in behavior relates to repurchase requests
related to mortgage insurance rescissions.
 Form 10-Q for the Quarterly Period Ended March 31, 2011

 Business Segment Operations

 Segment Description and Basis of Presentation, page 24

10. We note your presentation of return on av erage economic capital for each business
segment.  Please tell us how you conclude d that these measures were not non-GAAP
measures as defined in Item  10(e) of Regulation S-K.

Table 51 – Selected European Countries, page 97

11. We note your disclosure regarding your expos ures with selected European countries,
including Greece, Ireland, Italy, Portugal a nd Spain.  Please respond to the following and
expand your disclosures in future filings to address the following:

 Please confirm that your loans, other fi nancing, securities and other investments
columns are not net of any hedging instruments you may be using to help mitigate

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 5
 your exposure.  Please also confirm that you have not offset the derivative assets
amount by any derivative liabilities that meet the criteria for offsetting.

 Please clarify all of the types of borrowe rs included within the “non-sovereign”
category.  For example, please compare the differences between amounts included
as part of “local country exposure net of local liabilities” with those things
classified as part of “non-sovereign.”

 We note that footnote six to your table indi cates that the credit  default protection
column represents the net notional cred it default protection purchased to hedge
counterparty risk.  Please tell us the gross amount of credit protection purchased
and sold by country.

Note 9 – Representations and Warranties Obli gations and Corporate Guarantees, page 164

12. We note your response to comment 33 of our letter dated June 6, 2011.  Your response
indicates that, as previously  disclosed, you halted foreclosures in October 2010 and that
you had not resumed foreclosures on FHA-insure d loans as of the date of the March 31,
2011 Form 10-Q filing.  You also state in  your response that you halted all claim
submissions to HUD on FHA loans.  Please respond to the following:
 Tell us whether you have resumed foreclos ures on FHA-insured loans, and if not,
please tell us whether you have plan s to resume in the near future.

 Please tell us whether you have found significant deficiencies in your FHA-
insured loan foreclosure process, and if  so, discuss the potential for material
effects to your financ ial statements, if any.

 Tell us whether you have resumed submissions to HUD on FHA loans, and if not,
whether you have an estimate of  when you will be able to do so.

 Tell us whether you have identified signi ficant deficiencies in your process for
submitting and receiving reimbursements under the FHA-insurance program with
HUD.
 Form 8-K filed July 19, 2011

Exhibit 99.3 – Supplemental Package
 Nonperforming Loans, Leases and Foreclosed Properties, page 39

13. We note your disclosure in footnote two th at the balance excludes consumer loans
secured by real estate where repayments ar e insured by the FHA.  We also note your

 Brian T. Moynihan Bank of America Corporation August 2, 2011 Page 6
 disclosure in footnote four where you quantif y the loan balances for each period that are
excluded from the total nonperforming loan  balance, but you have not separately
quantified the amounts related to the FHA insured loans.  Please revise future filings to
separately quantify each category of amounts excluded from the nonperforming loans line item.
14. We note your discussion of your home equity portfolio charac teristics on the last slide
contained in the exhibit.  Please respond to the following:

 Your disclosure indicates that of your second-lien loans in your non-PCI
portfolio, 43% or $40.4 billion have comb ined loan-to-values (CLTV) greater
than 100% but that doesn’t necessarily mean 100% severity in the event of
default.  Please tell us the loss severity  typically experienced  on your second-lien
loans.
 We note your disclosure that for 94% of the second-lien loans with CLTVs
greater than 100%, the customer is current.   Given that a potential risk is that the
first-lien is in default or  delinquent but the borrower is still making payments on
the second-lien to keep the source of financing available to them during the
current period, please also disclose or discus s the percentage of the first-lien loans
that are current for the loans where you hold the second-lien and the CLTV is
greater than 100%.

You may contact Staci Shannon at (202) 551-337 4 or Stephanie Hunsaker at (201) 551-
3512 if you have questions regarding comments on th e financial statements and related matters.
Please contact Michael Seaman at (202) 551-336 6 or me at (202) 551-3675 with any other
questions.
Sincerely,
   /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

June 6 , 2011

Brian T. Moynihan
Chief Executive Officer and President
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255

Re: Bank of America
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 Mr. Moynihan :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better unde rstand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have requested changes in future fili ngs, please include a draft of your
proposed dis closures that clearly identifies  new or revised disclosures.  If you do not believe our
comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your  response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments,  including the draft of your proposed disclosures,  we may have
additional comments.

Form 10 -K for the Fiscal Year Ended D ecember 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 credi t agencies have issued a negative watch and

Brian T. Moynihan
Bank of America Corporation
June 6, 2011
Page 2

quantify the expected impact of a one and two notch downgrade in credit ratings.

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 30, 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 modif ications are re -modific ations,
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.
3. Please include a risk factor dis cussion 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 b e calculated as a home equity borrower has the ability to pay down
and redraw balances.
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 residen tial
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 detai led analysis
supporting your conclusion .

Government measures to regulate the financial industry, including the Financial Reform  Act,
either individually, in combination or in the aggregate, could require us to change certain of our
business practices…, p age 14
5. This risk factor discussion includes a list of practices that may be affected without
including a discussion of the potential impact.  While it may be difficult to discuss the
actual effects of some of the changes prior to the completion of required  rulemakings,
you should discuss the significance of the affected activities to your operations.  For
example:  quantify  your revenues from debit interchange fees; quantify the expected
impact of the change in FDIC assessments; and discuss the expected impa ct of
heightened capi tal and liquidity requirements.
6. Additionally, please consider discussing possible changes to the tax code and the GSEs
conservatorship as separate standalone risks.  These discussions should also address the
potential consequences to y our operations.

Brian T. Moynihan
Bank of America Corporation
June 6, 2011
Page 3

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Financial Highlights

Noninterest Income, page 28

7. We note that your noninterest income comprises a significant portion of your
consolidated net revenues, and that this income is generated from various revenue
sources in both your traditional banking and investment banking businesses.  Please
revise you future filings either here or in your accounting policy footnote to provide clear
disclosure  of your various revenue sources, including how such revenues are derived, in
which line items they are reported and the manner in which they are recognized in your
financial statements.  For example, please ensure your disclosure addresses the following:

 As it relates to investment banking income, clarify whether it is recognized net of
expenses, and address how non -reimbursed expenses are accounted for and classified;

 Address the types of income streams included within investment and brokerage
services revenues and how those different revenue streams are recognized;  and

 As it relates to card income and service fees, discuss the types of fees charged and
address how uncollectible fees are accounted for (charged through the provision or
reversed through noninterest income).

Components of Global Banking & Markets

Sales and Trading Revenue, page 46

8. We note your discussion of sales and trading revenue on pages 46 and 158.  Please
respond to the following and expand your disclosures in future filings to a ddress the
following:

 Tell us and expand your disclosures to provide further discussion of the types of
instruments that generate the sales and trading revenue by type of risk and how those
instruments affect the financial statement line items.  For examp le, discuss how
interest rate derivatives generate sales and trading revenue (changes in fair value
which reflect X line item, and fee charged to customer, which affects X line item,
etc);

Brian T. Moynihan
Bank of America Corporation
June 6, 2011
Page 4

 Describe the significant drivers of the sales and trading revenue.   For example,
discuss how much of the revenue is driven by transaction fees versus changes in fair
value of the instruments;

 Tell us in more detail how sales and trading revenue is generated by customer
demand, the steps you take to fill the order, and h ow the associated revenue line items
are affected.  For example, if a customer requests a foreign exchange swap, discuss
the types of fees charged for the transaction, and whether the sales and trading
revenues you would recognize is the other side of the swap transaction that the
customer requested;

 Given that the total “trading account profits (losses) on page 158 of your derivatives
footnote nearly ties to the consolidated income statement for all years presented, it
appears trading profits (losses) is made up almost entirely of derivative products.
Please clarify if that is true.  If so, tell us where you include trading gains (losses)
from your non -derivative contracts, including things such as sales of trading
securities, and quantify the amounts; an d

 Clarify why the total “trading account profits (losses)” on page 158 doesn’t tie to the
consolidated income statement line item “tr ading account profits (losses).”

Liquidity Risk, page 67

Global Excess Liquidity Sources and Other Unencumbered Assets , page 67

9. We note your disclosures and table 16 showing the global excess liquidity sources as of
December 31, 2010 and 2009.  Given the significant increase in the balance over the prior
year (57% increase in global excess liquidity sources as of Decembe r 31, 2010), and the
distinct possibility of significant daily variations in the balances, in future filings please
also provide this disclosure on an average balance for the period.  Additionally, given the
significance of the balances, and the different securities held, please consider providing
more quantitative information about the amount of each asset type held as part of the
excess liquidity pool.

Credit Risk Management, page 71

Consumer Credit Portfolio – Home Equity, page 75

10. We note your discuss ion of your home equity portfolio, including your tabular
disclosures of key credit statistics and geographic concentrations.  Please respond to the
following and expand your disclosures in future filings to address the following:

Brian T. Moynihan
Bank of America Corporation
June 6, 2011
Page 5

 Tell us whether you are able to track whether the first lien position is in default,
regardless of whether you hold the first lien loan.  If so, please tell us the results of
that data and consider providing disclosure of this information in future filings;

 Tell us and disclose the percentage of the home equity loan portfolio where you also
hold the first lien;

 Tell us whether the default and delinquency statistics for the home equity loans where
you also hold the first lien show a different trend than situations where you do not
also hold the first lien loan;

 Tell us and enhance disclosures in future filings to provide a discussion of how many
borrowers are only paying the minimum amount due on the home equity loan;

 Describe the terms of the home equity loans in more detail.   For example, tell us how
long the draw periods are for the loans and provide data on when the loans convert to
amortizing; and

 Tell us whether the default and delinquency statistics for amortizing loans show a
different trend than situations where the h ome equity loans have not converted to
amortizing.

Countrywide Purchased Credit -Impaired Loan Portfolio, page 78

11. We note your disclosure that the Countrywide PCI allowance for loan losses increased
$2.5 billion from December 31, 2009 to $6.3 billion at D ecember 31, 2010 as a result of
the increase in the provision for credit losses and the reclassification of a portion of the
nonaccretable difference to the allowance.  Please tell us the cause of the reclassification
from nonaccretable difference to the a llowance and how you determined this
reclassification was in accordance with ASC 310 -30.

Restructured Loans, page 81

12. We note your disclosure in footnote 6 to Table 33 that your policy is to record any losses
in the value of foreclosed properties as a red uction in the allowance for loan and lease
losses during the first 90 days after transfer of a loan into foreclosed properties, and that
thereafter they are recorded in non -interest expense.  Please respond to the following:

 Tell us how your policy compli es with the guidance in ASC 310 -40-55-15;

 Quantify the effect of losses recorded as a reduction in the allowance after transfer to
foreclosed properties during the years ended December 31, 2010 and 2009; and

Brian T. Moynihan
Bank of America Corporation
June 6, 2011
Page 6

 Tell us why the charge -offs to new foreclosed  properties is so significant in the first
90 days after transfer into foreclosed properties.  In this regard, it appears that you
recorded charge -offs representing 20% and 29% of the amount transferred into
foreclosed properties during the years ended Dec ember 31, 2010 and 2009,
respectively.  Additionally, we note your policy disclosure on page 81 that the
outstanding balance of a real -estate secured loan that is in excess of the estimated
property value less costs to sell, is charged off no later than th e end of the month in
which the account becomes 180 days past due.

Industry Concentrations, page 89

13. We note your discussion on page 90 regarding the stress on state and local municipalities
and your process for monitoring your exposure to these entities.   We understand based on
various disclosures throughout your filing that you have exposure to municipalities
through direct investments in both municipal bonds and auction rate securities, as well as
through your sponsorship of municipal bond securitizatio n vehicles.  We also understand
that banks may have involvement with municipalities as underwriters of bond offerings,
as providers of guarantees (typically letters of credit), and through the offering of deposit
services, direct loans and other traditiona l banking products.  Please provide us with an
analysis that summarizes and quantifies your various exposures (both direct and indirect)
to state and local municipalities.  Please also consider providing this type of disclosure in
your future filings in or der to more clearly identify any risk concentration in this industry.

Allowance for Loan and Lease Losses, page 97

14. We note your disclosure in table 50 of the allowance for loan and lease losses as a
percentage of total nonperforming loans and leases at D ecember 31, 2010 and 2009.  We
also note your footnotes to the table that indicate the portion of the allowance that has
been allocated to products that are excluded from nonperforming loans, leases and
foreclosed properties.  Given the significance of the  allowance that relates to the loans
that are not classified as nonperforming, the fact that a different trend would appear to
exist in this ratio if the allowance related to those products was also excluded from the
table, and the fact that information ne eded to recalculate the ratio to be comparable to
other companies that do not have the same type/volume of products that are not classified
as nonperforming is not located nearby, we believe you should also note either the ratio
recalculated based on the n umerator excluding the allowance allocated to those products,
which is already disclosed in the footnote, or separately also note in the footnote or table
the amount of nonperforming loans and leases so the amount can be easily recalculated.
Additionally,  please clarify how the allowance related to products that are excluded from
nonperforming loans, leases and foreclosed properties is calculated.

Brian T. Moynihan
Bank of America Corporation
June 6, 2011
Page 7

Trading Risk Management, page 100

15.  We note your disclosure on page 102 that there were zero days with ac tual losses
exceeding your daily trading VaR in the twelve months ended December 31, 2010 or
2009.  We also note your disclosure on page 103 of your March 31, 2011 Form 10 -Q
where you indicate that actual losses did not exceed daily trading VaR.   Finally we note
your disclosure on page 102 that statistically your actual losses should exceed VaR, on
average, one out of 100 trading days, or two to three times in a year.

 Given that your trading losses have not exceeded your one -day VaR in over two
years, p lease tell us how you determined your VaR model is still statistically
appropriate in light of so few exceptions.   Please tell us about any work you
performed to validate the appropriateness of your model in light of the fact that it is
not performing as statistically predicted; and

 Address any changes you made, or plan to make, to your VaR methodology or
assumptions during the last three years, particularly highlighting any changes made
because no trading losses were in excess of your one -day in over two  years.

16. We note your disclosure that your VaR model uses a historical simulation approach based
on three years of historical data, as well as your disclosure on page 101 that historical
results may not always be indicative of future results.  In light of this fact, please tell us
whether you considered using a Monte Carlo simulation which randomly generates new
market factors based on a chosen distribution, instead of the historical simulation model
that uses historical moves for each market factor replaye d exactly how they occurred.

Complex Accounting Estimates, page 106

Goodwill and Intangible Assets, page 110

17.

February 18, 2011
 Brian T. Moynihan  Chief Executive Officer, President and Director  Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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,
June 30, 2010 and September 30, 2010 Form 8-K filed January 21, 2011 File No.: 001-06523

Dear Mr. Moynihan:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Stephanie Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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.

 February 16, 2011

 Ms. Stephanie Hunsaker

 Senior Assistant Chief Accountant

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,

 June 30, 2010 and September 30, 2010

Form 8-K filed January 21, 2011

 File No.: 001-06523

 Dear Ms. Hunsaker:

We have received and reviewed your letter dated January 31, 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-Q for Quarterly Period Ended September 30, 2010

 Notes to Consolidated Financial Statements

 Note 6 – Outstanding Loans and Leases

 Impaired Loans and Troubled Debt Restructurings, page 30

1.

We note that you have a significant credit card portfolio and that as of September 30, 2010 you had $10.4 billion of domestic and foreign credit card loans that had been
renegotiated, substantially all of which are considered to be troubled debt restructurings (TDRs). Please tell us whether any of your credit card loan agreements have provisions where the interest rate on the credit card loan is automatically
increased due to non-payment, late-payment, or similar events. If so, tell us how you determined the effective interest rate of the loan existing at the origination or acquisition of the loan at the time of the TDR for purposes of measuring the
amount of the impairment. For example, tell us whether for purposes of this calculation you assumed the interest rate existing at the origination was the original rate, prior to being increased for any events of default/late payment, or the rate
immediately in effect prior to the modification.

Response:

Prior to implementation of the Credit Card Accountability Responsibility and Disclosure Act of 2009 (the CARD Act), Bank of America Corporation (the Corporation) had the
contractual right to automatically increase a borrower’s interest rate on existing balances if certain borrowing terms were breached, in a practice referred to as penalty-based repricing. The Corporation also had the contractual right, which
was not automatic, to increase a borrower’s interest rate on existing balances if the borrower’s risk profile worsened, through a practice referred to as risk-based repricing. These rights were primarily used to incentivize good customer
behavior and counteract adverse behavior. Since implementation of the CARD Act in February 2010, we have stopped the aforementioned practices of repricing existing balances and have given up the contractual right to do so by eliminating these
provisions from periodic disclosures provided to card holders.

For the reasons described below, we believe that the rate in effect immediately prior to the TDR or prior to penalty- or risk-based repricing is the most appropriate rate with which
to measure impairment. To estimate this interest rate, we calculate a rate referred to as the updated original rate which equals the current weighted average contractual rate of the non-restructured credit card portfolio, excluding loans with
introductory below-market rates. We believe that this is a reasonable proxy for the effective interest rate of the individual credit card accounts in the renegotiated portfolio prior to any penalty-based or risk-based repricing. Further, with more
than 36 million average active credit card accounts, it is not practicable to perform a loan-by-loan analysis.

A credit card account can exist for ten or more years, during which time the interest rate on that account may have changed multiple times. Given this fact, the original rate
established when the account was opened may no longer be the effective interest rate on the account. Interest rates to be charged on newly generated receivables may be changed periodically for segments of a portfolio in response to changes in
portfolio characteristics or market conditions, or they might be changed in response to a customer inquiry (a routine change in interest rate). As a result, if there have been one or more routine changes in interest rate, the rate in effect after
the most recent change is indicative of the effective interest rate on the account.

As noted above, an account might also have been subject to penalty-based or risk-based repricing prior to implementation of the CARD Act. We do not believe that the re-priced
contractual rate is the appropriate rate with which to discount or project expected cash flows when measuring impairment of a loan in the renegotiated loan portfolio. Although the right to increase the interest rate due to penalty-based or
risk-based repricing was included in the original contract with the customer, we did not expect to earn that higher interest rate on any specific account or group of accounts because we are not in the business of originating low quality credit card
accounts in order to generate a higher yield over an extended period of time. Instead, the ability to charge such a revised rate was used to counteract customer behavior that was adverse to the Corporation. The desire to avoid an increased interest
rate or to have an increase reversed can be a strong incentive for a customer to comply with borrowing terms. In addition, the factors that might have led us to impose such a rate increase are typically indicators of impairment. Accordingly, the
higher repriced rate should not be a factor in the measurement of impairment, as credit risk should be reflected only by a reduction in expected cash flows.

In paragraph 52 of the Background Information and Basis for Conclusions section of Financial Accounting Standards Board (FASB) Statement No. 114, Accounting by
Creditors for Impairment of a Loan, the FASB stated that “the measurement basis for an impaired loan will be the same as the measurement basis for the same loan before it became impaired.” In paragraph 54, the FASB further indicated
that, since unimpaired loans are not carried at fair value after origination, “loan impairment should be recognized based solely on deterioration of credit quality evidenced by a decrease in expected future cash flows rather than on changes in
both expected future cash flows and other economic events, such as changes in interest rates.”

These comments clarify the FASB’s intent to use the interest rate that was in effect before the loan became impaired or was restructured in a TDR. For credit card loans, this
is the effective interest rate of the loan at origination or as of the most recent routine change in interest rate. The factors that might have led us to impose a penalty-based or risk-based increase in interest rate (e.g., to counteract adverse
customer behavior) are typically indicators of impairment. Therefore, we use the updated original rate, which reflects current weighted-average contractual interest rates for the non-restructured portfolio as a whole, excluding loans with
introductory below-market rates, when measuring impairment of the renegotiated credit card portfolio.

 Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 92

 Representations and Warranties, page 139

2.

We note your responses to prior comments seven and eight of our letter dated December 22, 2010 regarding the claims process with monoline insurers, whole loan purchasers and
investors in private label securitizations. Please respond to the following:

a.

Your response indicates that approximately 12 percent and 68 percent of the claims that you initially denied from the monolines and whole loan sales purchasers/private-label
securitizations, respectively, have been resolved through repurchase, make-whole payments or rescission. Please disaggregate this percentage separately for situations where the claims are later resolved through (a) repurchase or make-whole
payments and (b) rescission.

Response:

In future filings, beginning with our Form 10-K for the fiscal year ended December 31, 2010, where appropriate, we will disclose the percentage of monoline and whole
loan investor resolved repurchase requests separately for a) repurchase or make-whole payments and b) rescission. The Corporation and its subsidiaries have limited experience with private-label securitization repurchases as the number of repurchase
requests received to date has been limited. The following are the draft disclosures we currently anticipate including in Note 9 - Representations and Warranties Obligations and Corporate Guarantees to the Consolidated Financial Statements included
in our Form 10-K for the fiscal year ended December 31, 2010 (note the underlined language in response to your comment):

 Monoline Insurers

 The pipeline of unresolved monoline claims where the Corporation believes a valid defect has not been identified which would constitute an actionable
breach of

 Rule 83 confidential treatment request made by Bank of America Corporation

 representations and warranties continued to grow in 2010. Through December 31, 2010, approximately 11 percent of monoline claims that the
Corporation initially denied have subsequently been resolved through repurchase or make-whole payments and approximately two percent have been resolved through rescission. When a claim has been denied and there has not been communication with
the counterparty for six months, the Corporation views these claims as inactive; however, they remain in the outstanding claims balance until resolution.

 Whole Loan Sales and Private-label Securitizations

 Through December 31, 2010, approximately 17 percent of the whole loan claims that the Corporation initially denied have subsequently been
resolved through repurchase or make-whole payments and approximately 53 percent have been resolved through rescission or repayment in full by the borrower. Although the timeline for resolution varies, once an actionable breach is identified on a
given loan, settlement is generally reached as to that loan within 60 to 90 days. When a claim has been denied and the Corporation does not have communication with the counterparty for six months, the Corporation views these claims as inactive;
however, they remain in the outstanding claims balance until resolution.

b.

Tell us how your original rejection impacts the timing and amount of the repurchase reserve, such as whether the reserve is immediately reduced after your original rejection, or
whether the repurchase reserve is adjusted only after final resolution of the claim between you and the counterparty. Please ensure your response covers each of the counterparties individually given your disclosures on page 40 about how the reserve
is established by counterparty and the differences that may arise given those circumstances.

Response:

Given our established history of working with the GSEs on repurchase requests, most claim disputes with the GSEs are handled through loan-level negotiations with the GSEs and
we seek to resolve the repurchase request within 90-120 days. Our liability for obligations under representations and warranties to the GSEs considers our experience of working with the GSEs and the recent agreements reached with them and the
impact of those agreements on the repurchase rates on future claims that may be received on loans that have defaulted or that are estimated to default.

[***Redacted***] For [***Redacted***], repurchase requests are included in our determination of the representations and warranties liability, and we have
established a liability for:

 •Repurchase requests where we have identified valid loan defects

 •Repurchase requests that are in the
process of review

•Repurchase requests subject to negotiation (i.e., we have denied the claim)

 •Unasserted repurchase requests for
current and future defaulted loans

We continue to include repurchase requests from [***Redacted***] when determining the required liability for representations and warranties until the negotiation
between the parties resolves the repurchase request. The resolution of an individual loan repurchase request may be a repurchase, a make-whole payment, rescission or impasse. Given that the monolines

 Rule 83 confidential treatment request made by Bank of America Corporation

have been generally unwilling to withdraw repurchase claims, regardless of whether and what evidence was offered to refute a claim, the resolution of an individual loan repurchase
request may ultimately lead to an impasse.

We have had limited experience with [***Redacted***] in the repurchase process, including limited experience resolving disputed claims. This limited experience has
constrained our ability to establish a liability with respect to [***Redacted***] insurers in the case of unresolved claims where we believe a valid defect has not been identified which would constitute an actionable breach of
representations and warranties. For [***Redacted***] we have established a liability for:

 • Repurchase requests where we have identified valid loan defects

 • Repurchase requests that are in the process of review

When there is disagreement as to the resolution of a repurchase request, meaningful dialogue and negotiation is generally necessary between the parties to reach conclusion on an
individual loan. Because these [***Redacted***] have been unwilling to engage in such a process on a consistent basis, it has been inherently difficult to predict the outcome of those repurchase requests where we have denied a claim
because a valid defect has not been identified. Thus, for [***Redacted***], once we have denied a claim we no longer include the request when determining the required liability for representations and warranties as we are not able to
determine the likelihood of, or estimate the amount of, any probable loss.

Certain whole loan investors have engaged with us in a consistent repurchase process and we have used that experience to record a liability related to existing and unasserted
repurchase requests from whole loan investors. When an individual whole loan investor becomes active in the repurchase process we use specific reserves for that investor when we have sufficient experience and dialogue to reliably estimate the
reserve. Generally, when a whole loan investor is engaged in the repurchase process, the Corporation and the claimant reach resolution, either through loan-by-loan negotiation or at times, through a bulk settlement. In such cases, we continue to
include repurchase requests from the whole loan investor when determining the required liability for representations and warranties until negotiations between the Corporation and that investor are complete.

As discussed in our Form 10-Q for the quarterly period ended September 30, 2010, the Corporation and its subsidiaries have very limited experience with the private-label
securitization investors. In addition, the representations and warranties, as governed by the private-label securitizations, require that the counterparties have the ability to both assert a claim and actually prove that a loan has an actionable
defect under the applicable contracts. For the few repurchase claims we have received, once we have denied the claim related to private-label securitizations, we no longer include the request when determining the required liability for
representations and warranties as we are not able to determine the likelihood of, or estimate the amount of, any probable loss.

c.

Your response indicates that certain m

January 31, 2011
 Brian T. Moynihan  Chief Executive Officer, President and Director  Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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,
June 30, 2010 and September 30, 2010 Form 8-K filed January 21, 2011 File No.: 001-06523

Dear Mr. Moynihan:
 We have reviewed your response letter da ted January 20, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-Q for Quarterly Period Ended September 30, 2010

 Notes to Consolidated Financial Statements

 Note 6 – Outstanding Loans and Leases

 Impaired Loans and Troubled Debt Restructurings, page 30

 1. We note that you have a significant credit car d portfolio and that as of September 30,
2010 you had $10.4 billion of domestic and fore ign credit card loans that had been

 Mr. Brian T. Moynihan  Bank of America Corporation  January 31, 2011 Page 2

renegotiated, substantially all of which are c onsidered to be troubled debt restructurings
(TDRs).  Please tell us whether any of your credit card loan agreements have provisions
where the interest rate on the credit card loan is automatically increased due to non-
payment, late-payment, or similar events.  If  so, tell us how you determined the effective
interest rate of the loan existing at the origin ation or acquisition of the loan at the time of
the TDR for purposes of measuring the amount of the impairment.  For example, tell us
whether for purposes of this calculation you assumed the interest rate existing at the
origination was the original rate, prior to be ing increased for any events of default/late
payment, or the rate immediately in  effect prior to the modification.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
92
 Representations and Warranties, page 139

 2. We note your responses to prior comments se ven and eight of our letter dated December
22, 2010 regarding the claims process with m onoline insurers, whole loan purchasers and
investors in private label securitiza tions.  Please respond to the following:

a. Your response indicates that approxima tely 12 percent and 68 percent of the
claims that you initially denied from  the monolines and whole loan sales
purchasers/private-label securitizations, respectively, have been resolved through
repurchase, make-whole payments or rescission.  Please disaggregate this
percentage separately for situations wh ere the claims are la ter resolved through
(a) repurchase or make-whole pa yments and (b) rescission.

b. Tell us how your original rejection impacts the timing and amount of the
repurchase reserve, such as  whether the reserve is im mediately reduced after your
original rejection, or whether the repurcha se reserve is adjusted only after final
resolution of the claim between you and the counterparty.  Please ensure your
response covers each of the counterpart ies individually given your disclosures on
page 40 about how the reserve is estab lished by counterparty and the differences
that may arise given those circumstances.

c. Your response indicates that certain m onolines have been unwilling to withdraw
repurchase requests, regardless of the evidence that you have provided.  Please
tell us whether you have other contractua l relationships with these monolines and
whether you have encountered other ci rcumstances where you or the monoline
have determined not to perform in light of  the open issues related to the mortgage
repurchase requests.

d. We note your disclosure on page 41 where you indicate the amount of unresolved
repurchase requests received from the m onolines that have been reviewed and

 Mr. Brian T. Moynihan  Bank of America Corporation  January 31, 2011 Page 3

where you believe a valid defect has not been  identified.  In light  of the fact that
in some situations after your  originally reject a claim, you later end up resolving
the matter through a make-whole payment or repurchase, please clarify this
disclosure to clearly indicate that sc enario as a potential outcome and add
disclosure addressing how that outcome is  factored into any reserve liability.
 Credit Risk Management, page 155

 Allowance for Credit Losses, page 189

 3. Please tell us whether the component of your  allowance for loan and lease losses that
covers performing consumer and commercial lo ans and leases which have incurred losses
that are not yet individually identifiable f actors in contractual interest payments not
expected to be collected on the loan.  If  so, tell us how your  model captures this
expectation and consider providing further di sclosure about this in your Form 10-K for
the fiscal year ended December 31, 2010.
 Form 8-K filed January 21, 2011

4. We note your disclosure on page 14 of your  earnings release that you recorded $4.1
billion of representations a nd warranties expense, which in cluded $3.0 billion related to
the GSE agreements, as well as adjustments to the representations and warranties liability for loans sold directly to the GSEs.  Please tell us why you had to recognize the entire
$3.0 billion settlement with th e GSEs as additional expense during the quarter given the
level of mortgage repurchase liability as of September 30, 2010 and the disclosures you
made indicating that you have an established history of working with the GSEs and thus
would have better been able to establish at l east some reserve related to future repurchase
requests.  As part of your re sponse, please clarify the amount of the repurchase reserve as
of December 31, 2010 by counterparty, and consid er including this information in your
Form 10-K for the year ended December 31, 2010.
              You may contact Angela Conne ll, Staff Accountant, at (202) 551-3426 or me at
(202) 551-3512 if you have any questions.
Sincerely,

Stephanie L. Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Filing

 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.

 January 20, 2011

 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 (the “Corporation”)

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

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

 June 30, 2010 and September 30, 2010

File No.: 001-06523

Dear Mr. West:

 We have received and
reviewed your letter dated December 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 September 30, 2010

 Notes to Consolidated Financial Statements

 Note 11 – Commitments and
Contingencies, page 54

 Litigation and Regulatory Matters, page 58

1.
We note your disclosure on page 59 about the aggregate range of possible losses in excess of the accrued liability (if any) related to those matters where an
estimate is possible. You have provided quantified information about the range of reasonably possible losses for a “limited number” of the matters disclosed in Note 11 and in the prior commitments and contingencies disclosures. While
useful, we believe additional information to put this disclosure in context would further enhance the understandability of this information. Please consider providing additional disclosure for the matters for which you are unable to provide an
estimate of reasonably possible losses in excess of the accrued liability, if any. Alternatively, information can be provided for those matters where a range of reasonably possible losses has been estimated. The objective would be to allow a reader
to determine those cases for which an estimate has been made and those for which an estimate cannot be made.

Response:
We have reviewed our disclosure regarding the aggregate range of possible losses in excess of the accrued liability (if any) related to those matters where an
estimate is possible. In particular, we have considered, as requested by the Staff, what additional information could be provided that would further enhance the understandability of the quantified information provided. We believe our
existing disclosure appropriately addresses the requirements of applicable accounting and disclosure rules. We remain concerned that providing information in certain matters can be prejudicial to existing litigation. However, in response to the
Staff’s comment, in future filings, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, we will provide appropriate additional information to help put this disclosure in context.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 92

General

2.
We note that you provide disclosures in various parts of your filing addressing the potential risks and uncertainties associated with your mortgage and
foreclosure-related activities, including repurchase exposure related to representations and warranties, potential impacts of foreclosure delays, and allegations of breaches of servicing obligations under pooling and servicing agreements. While you
provide a significant disclosure around your representations and warranties exposure in your role as seller/securitizer, disclosure about the risks you face in your role as servicer (including alleged breaches or improper application of pooling and
servicing criteria) appears limited. Please tell us and expand your future filings to describe in greater detail your role in the securitization process and provide more clarity around your exposure to such risks.

Response:
In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, we will expand the description of our role as
servicer in the securitization process as well as provide more clarity around our exposure to risks faced as a servicer.

 Bank of America and its legacy companies have securitized a significant portion of the residential mortgage loans that it has originated or acquired. The Corporation services a large portion of the loans
it has securitized and also services loans on behalf of third-party securitization vehicles. In addition to identifying specific servicing criteria, pooling and servicing arrangements entered into in connection with a securitization or whole loan
sale typically impose standards of care on the servicer, with respect to its activities, that may include the obligation to adhere to the accepted servicing practices of prudent mortgage lenders and/or to exercise the degree of care and skill that
the servicer employs when servicing loans for its own account. Many non-agency residential mortgage-backed securitizations and whole loan servicing agreements also require the servicer to indemnify the trustee or other investor for or against
failures by the servicer to perform its servicing obligations or acts or omissions that involve willful malfeasance, bad faith, or gross negligence in the performance of, or reckless disregard of, the servicer’s duties.

Servicing agreements with Fannie Mae and Freddie Mac (collectively, the GSEs) generally provide the GSEs with somewhat broader rights
relative to the servicer performance than

Rule 83 confidential treatment request made by Bank of
America Corporation

are found in servicing agreements with private investors. For example, although rare, each GSE has the right to demand that the servicer repurchase loans that breach the seller’s
representations and warranties made in connection with the initial sale of the loans, even if the servicer was not the seller. The GSEs also reserve the contractual right to demand indemnification or loan repurchase for certain servicing breaches.
In addition, our agreements with the GSEs and their first mortgage seller/servicer guides provide for timelines to resolve delinquent loans through workout efforts or liquidation, if necessary. [***Redacted***] In the fourth quarter of
2010, we recorded an expense of $230 million for compensatory fees that we expect to be assessed by the GSEs as a result of foreclosure delays. A servicer may also incur a liability to private-label securitization or other loan investors relating to
delays or deficiencies in processing documents necessary to comply with state law governing foreclosures.

 With regard to
alleged irregularities in foreclosure process-related activities, a servicer may incur costs or losses if the servicer elects or is required to re-execute or re-file documents or take other action in its capacity as a servicer in connection with
pending or completed foreclosures. The servicer also may incur costs or losses if the validity of a foreclosure action is challenged by a borrower. If a court were to overturn a foreclosure because of errors or deficiencies in the foreclosure
process, the servicer may have liability to a title insurer of the property sold in foreclosure. These costs and liabilities may not be reimbursable to the servicer.

 The servicer may be subject to deductions by insurers for mortgage insurance or guarantee benefits relating to delays or deficiencies. Additionally, if the servicer commits a material breach of its
servicing obligations that is not cured within specified timeframes, including those related to default servicing and foreclosure, it could be terminated as servicer under servicing agreements under certain circumstances. Any of these actions may
harm the servicer’s reputation, increase its servicing costs or otherwise adversely affect its results of operations.

Mortgage notes, assignments or other documents are required to be maintained and are necessary to enforce mortgages. Although we have
processes in place to satisfy document delivery and maintenance requirements in accordance with transaction standards, if any required document is missing or defective, as the loan seller, we could be obligated to cure the defect or in some
circumstances to otherwise provide remedies to affected investors. Additionally, there has been significant public commentary regarding the common industry practice of recording mortgages in the name of Mortgage Electronic Registration Systems, Inc.
(MERS), as nominee on behalf of the note holder, and whether securitization trusts own the loans purported to be conveyed to them and have valid liens securing those loans. The process for mortgage loan transfers into securitization trusts is based
on a well-established body of law that establishes the ownership of mortgage loans by the securitization trusts and we believe we have substantially executed this process. We currently use the MERS system for a substantial portion of the residential
mortgage loans that we originate, including loans that have been sold to investors or securitization trusts. Although the GSEs do not require the use of MERS, the GSEs permit standard forms of mortgages and deeds of trust that use MERS and loans
that employ these forms are considered to be properly documented for the GSEs’ purposes. We believe that the use of MERS is widespread in the industry. Certain other challenges have been made asserting that having a mortgagee of record that is
different than the holder of the mortgage note could “break the chain of title” and cloud the

ownership of the loan. We believe this assertion is without merit. Under the Uniform Commercial Code, a securitization trust or other investor has good title to a mortgage loan if the note is
endorsed either in blank or to the named transferee and delivered to the holder or its designee, which may be a document custodian. In order to foreclose on the mortgage loan, in certain cases it may be necessary for an assignment of the mortgage to
be completed by MERS. As such, our practice is to obtain assignments of mortgages from MERS prior to instituting foreclosure.

In addition, as disclosed in our Form 10-Q for the quarterly period ended September 30, 2010, law enforcement authorities in all 50
states and the United States Department of Justice and other federal agencies continue to investigate alleged irregularities in the foreclosure practices of mortgage servicers. Authorities have publicly stated that the scope of the investigations
extends beyond foreclosure documentation practices to include modification servicing and loss mitigation practices. We are cooperating with these investigations and are dedicating significant resources to address these issues. Such investigations by
state and federal authorities, as well as any other governmental or regulatory scrutiny of our foreclosure processes, could result in fines, penalties or other equitable remedies and result in significant legal costs in responding to governmental
investigations and additional litigation.

 Recent Events

 Review of Foreclosure Processes, page 95

3.
We note your disclosure that delays in foreclosure sales could result in an increase in nonperforming loans and servicing advances and may impact the collectability
of such advances and the value of MSRs. Please tell us and revise your future filings to also disclose the potential effects of foreclosure delays on the timing of sales of loans, other real estate owned and mortgage backed securities and any
related effects on the valuation and impairment of these assets.

Response:
In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, we will expand our disclosures to provide a
more comprehensive description of the items potentially affected by foreclosure delays such as the impact on real estate owned (REO), including our ability to sell existing REO properties, and the valuation of mortgage-backed securities (MBS).

 Loan sales have not been impacted by the temporary delay in foreclosure sales or the review of our foreclosure
process. However, delays in foreclosure sales may negatively impact the valuation of REO properties and MBS that are serviced by us. With respect to agency MBS, while there would be no credit impairment due to the agency guarantee, the
valuation of certain MBS would be negatively impacted by changes in the timing of cash flows. The ultimate impact on the valuation of agency MBS would depend on how long the underlying loans are impacted by foreclosure sales delays and would
vary among securities. With respect to non-agency MBS, there may be a negative impact on both the timing and amount of cash flows. The ultimate impact on the valuation and impairment of non-agency MBS would depend on the same factors that
impact agency MBS, as well as the level of subordination that exists on each individual security. In addition, as a result of our

Rule 83 confidential treatment request made by Bank of
America Corporation

foreclosure process assessment and related control enhancements that we have implemented, there may continue to be delays in foreclosure sales, including as a result of a continued backlog of
foreclosure proceedings, and evictions from REO properties. As noted in our response to comment 2 above, during the fourth quarter of 2010, we recorded an expense of $230 million for compensatory fees that we expect to be assessed by the GSEs as a
result of foreclosure delays.

4.
As a related matter, please tell us and revise your future filings to disclose whether you have entered into any agreements or understandings, including
indemnification or settlement, with any title, mortgage or bond insurers regarding coverage as a result of recent concerns related to the loan documentation process. If applicable, discuss any relevant terms and quantify any related amounts where
material.

Response:
[***Redacted***]

Representations and Warranties, page 139

5.
We note your disclosure on page 140 that your representations and warranty 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. Please reconcile this disclosure and the
significant increase in repurchase claims received in recent quarters with remarks made by your chief executive officer during your third quarter earnings call related to the amount of expected mortgage repurchase expense per quarter. In particular,
explain how you can estimate a “normalized” representations and warranties expense of approximately $500 million per quarter given the significant volatility in recent periods. Additionally, clarify whether “normalized”
representations and warranty expense would represent amounts solely related to new loan sales, as opposed to historic transactions, principally from 2004-2008, which have resulted in the vast majority of your representation and warranty expense in
recent periods. If not, tell us how this projection factors in representation and warranty expense related to historic loan sales and how you determined this was appropriate.

Response:
Remarks made by our Chief Executive Officer during our third quarter 2010 earnings call related to representations and warranties from past loan sales were not
intended to represent a projection of future representations and warranties expense, but as discussed below were intended to highlight past experience. During the earnings call, Mr. Moynihan stated that future charges could be
“lumpy.”

 The following is an excerpt from the Final Transcript of the BAC—Q3 2010 Bank of
America Corporation Earni

December 2 2, 2010

Brian T. Moynihan
Chief Executive Officer, President and Director
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC  28255

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 ,
June 30, 2010  and September 30, 2010
File No.: 001 -06523

Dear Mr. Moynihan :

We have reviewed your response letter dated November 10 , 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providi ng the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested response.   If you do not believe our comments
apply to your facts and circumstances or do not b elieve future revisions are appropriate, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosures, we may have  additional comments.

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

Notes to Consolidated Financial Statements

Note 11 – Commitments and Contingencies, page 54

Litigation and Regulatory Matters, page 58

1. We note your disclosure on page 59 about the aggregate range of  possible losses in
excess of the accrued liability (if any) related to those matters where an estimate is
possible.    You have provided quantified informati on about the range of reasonably

Mr. Brian T. Moynihan
Bank of America Corporation
December 2 2, 2010
Page 2

possible losses for a “limited number” of t he matters disclosed in  Note 11  and in the prior
commitments and contingencies disclosures.     While useful, we believe additional
information to put this disclosure in context would further enhance the understandability
of this information.    Please consider providing additiona l disclosure for the matters for
which you are unable to provide an estimate of reasonably possible losses in excess of the
accrued liability, if any.     Alternatively, information can be provided for those  matters
where  a range of reasonably possible loss es has been estimated.   The objective would be
to allow a reader to determine those cases for which an estimate has been made and those
for which an estimate cannot be made .

Management’s Discussion and Analysis of Financial Condition and Results of Oper ations,
page 92

General

2. We note that you provide disclosures in various parts of your filing addressing the
potential risks and uncertainties associated with your mortgage and foreclosure -related
activities, including repurchase exposure related to repr esentations and warranties,
potential impacts of foreclosure delays, and allegations of breaches of servicing
obligations under pooling and servicing agreements.  While you provide a significant
disclosure around your representations and warranties exposur e in your role as
seller/securitizer, disclosure about the risks you face in your role as servicer (including
alleged breaches or improper application of pooling and servicing criteria) appears
limited.  Please tell us and expand your future filings to des cribe in greater detail your
role in the securitization process and provide more clarity around your exposure to such
risks.

Recent Events

Review of Foreclosure Processes, page 95

3. We note your disclosure that delays in foreclosure sales could result in an increase in
nonperforming loans and servicing advances and may impact the collectability of such
advances and the value of MSRs.  Please tell us and revise your future filings to also
disclose the  potential effects of foreclosure delays on the timing  of sales of loans, other
real estate owned and mortg age backed securities and any related effects on the valuation
and impairment of these assets.

4. As a related matter, please tell us and revise your future filings to disclose whether you
have entered into any agreements or understandings, including indemnification or
settlement, with any title, mortgage or bond insurers regarding coverage as a result  of
recent concerns related to the loan documentation process. If applicable, discuss any
relevant terms and quantify any related amounts where material.

Mr. Brian T. Moynihan
Bank of America Corporation
December 2 2, 2010
Page 3

Representations and Warranties, page 139

5. We note your disclosure on page 140 that your representat ions and warranty 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 repurchas e requests and other relevant facts
and circumstances.  Please reconcile this disclosure and the significant increase in
repurchase claims received in recent quarters with remarks made by your chief executive
officer during your third quarter earnings call  related to the amount of expected mortgage
repurchase expense per quarter.  In particular, explain how you can estimate a
“normalized” representations and warranties expense of approximately $500 million per
quarter given the significant volatility in rec ent periods.  Additionally, clarify whether
“normalized” representations and warranty expense would represent amounts solely
related to new loan sales, as opposed to historic transactions, principally from 2004 -2008,
which have resulted in the vast majorit y of your representation and warranty expense in
recent periods.   If not, tell us how this projection factors in representation and warranty
expense related to historic loan sales and how you determined this was appropriate.

6. We note your disclosures on p ages 140 -142 regarding your ability to reasonably estimate
the amount of your repurchase obligation with your different counterparties, and that, at
least with respect to the GSEs, you believe you can reasonably estimate the liability for
your obligation f or loans sold to the GSEs.  We believe that where a range of reasonably
possible loss is estimable, and the top of the range is in excess of the amount accrued, the
range should be disclosed pursuant to ASC 450 -20-50-3.   In this regard, we note that for
all recent historical periods, you have increased the amount of the repurchase obligation
for probable losses, including specifically for the GSEs, and that your chief executive
officer has made remarks in your third quarter conference call about the level of
“normalized” expense for this obligation. Based on these factors, it would appear that
there is a reasonab le possibility that there will be losses in excess of the amount s accrued
and that you have the ability to estimate the amount, at least for some o f your
counterparties.  Please tell us and revise your disclosure in future filings to provide the
range of reasonably possible  losses for all counterparties for which this disclosure is
possible.

7. On page 142, you disclose that as of September 30, 2010 th e 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 acti onable breach of representations and
warranties.  Please tell us and revise your future filings to clarify how denied monoline
claims are ultimately resolved. In your response, address the appeals process and provide
some quantification around the amount o f initially denied claims that are either rescinded
or ultimately repurchased or made whole.  Also discuss the timelines involved in
resolving claims.

Mr. Brian T. Moynihan
Bank of America Corporation
December 2 2, 2010
Page 4

8. We also note your disclosure on page 142 that as of September 30, 2010 you have
declined to repurchase  loans from representations and warranties provided in connection
with whole loan sales and private -label securitizations.   Please tell us and revise your
future filings to clarify how denied claims are ultimately resolved .  In your response,
address any a ppeals process and provide some quantification around the amount of
initially denied claims that are either rescinded or ultimately repurchased or made whole.
Also, discuss the timelines involved in resolving these claims.

Complex Accounting Estimates

Goodwill and Intangible Assets, page 202

9. We note that your annual goodwill impairment  test as of June 30, 2010 and interim test as
of September 30, 2010 did not result in any goodwill impairment for your Home Loa ns &
Insurance reporting unit.  Pleas e pro vide us with the following as it relates  to your Home
Loans & Insurance goodwill impairment testing:

 Tell us whether you made any changes to your impairment testing methodology
during 2010 other than updating assumptions to reflect the current market
environment;
 Discuss the changes made to your discount and growth rate assumptions during
2010;
 Describe the primary factors that resulted in the significant increase in the
reporting unit’s fair value as a percentage of carrying value from 83% at June 30,
2010 to 99.8% at September 30, 2010;
 Provide more details about the stress testing that you performed during the third
quarter of 2010; and
 Provide us with your step two analysis as of June 30, 2010 and September 30,
2010.

             You may contact Angela Connell, Staff Accountant,  at (202) 551 -3426  or me at
(202) 551 -3872 if you have any questions .

Sincerely,

Hugh West
Accounting Branch Chief

CORRESP
1
filename1.htm

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

October 22, 2010
 Brian T. Moynihan  Chief Executive Officer, President and Director  Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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. Moynihan:

We have reviewed your response letter da ted August 25, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            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 te n 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 rene gotiated portfolio is

 Mr. Brian T. Moynihan
Bank of America Corporation  October 22, 2010 Page 2

classified similarly.  For example, on page 31 you quantify the amount of performing and nonperforming TDRs; however it does not app ear that your $14.1 b illion renegotiated
portfolio is included in these amounts.  Please revise your future filings to clarify whether
the loans in your renegotiated po rtfolio are classified as TDRs.  To provide greater clarity
around your TDR portfolio, please also consid er disclosing your TDRs in a tabular
format by loan type and accrual status.
 Note 8 – Securitizations and Other Va riable Interest Entities, page 34

 2. We note your responses to comments two th rough 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 fi lings to disclose the
following:
• Provide a tabular rollforward  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 thir d parties not alrea dy disaggregated.);
• Provide a sensitivity analysis that i llustrates how changes in significant
assumptions would impact the amount of  your recognized repurchase obligation;
• We note that you disclose the unpaid principal balance of loans for which the monolines requested loans files for revi ew but for which no repurchase request
has been received.  If available, provid e similar disclosure for GSEs and other
purchasers; and
• With respect to your unresolved repurc hase requests from monoline insurers,
separately disclose the amount of unresolved repurchase requests for those monolines for which a liability  has not been established.
 3. As a related matter, in your response to co mment five you state that monoline repurchase
claims are generally made on loans that have  or will have a loss and where the monolines
have advanced funds to the securitization trus ts.  Please tell us a nd revise your future
filings to disclose what happens in the event a monoline insurer ceases funding advances to a securitization trus t and how this information is taken into account when estimating
your repurchase obligation.
 Note 11 – Commitments and Contingencies, page 53

 Litigation and Regulatory Matters, page 57

 4. We note that you disclose an aggregate po ssible range of loss in excess of amounts
accrued for certain litigation matters for wh ich you are able to estimate a range of
possible loss.  In the interest of transparency, please revise your future filings to clearly

 Mr. Brian T. Moynihan  Bank of America Corporation  October 22, 2010 Page 3

disclose that this range of possible loss does not represent your maximum loss exposure
as you were not able to estimate a range of  loss for all of your litigation matters.
               You may contact Angela Conne ll, Staff Accountant, at (202) 551-3426 or me at
(202) 551-3872 if you have any questions.
Sincerely,

Hugh West Accounting Branch Chief

CORRESP
1
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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.

August 25, 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 Fiscal Year Ended December 31, 2009

Filed February 26, 2010

 Form 10-Q
for Quarterly Period Ended March 31, 2010

 Filed May 7, 2010

File No. 001-6523

 Dear
Mr. West:

 We have received and reviewed your letter dated July 30, 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 are ready to assist the Staff in resolving any matter requiring further
attention.

 Form 10-Q for Quarterly Period Ended March 31, 2010

Notes to Consolidated Financial Statements

Note 6 – Outstanding Loans and Leases, page 27

1.
We note your disclosure that you have mitigated a portion of your credit risk on your residential mortgage portfolio through the use of synthetic securitizations
which are cash collateralized and provide mezzanine risk protection on certain loan pools. Please tell us and revise your future filings to provide a more comprehensive description of these synthetic securitizations, including how the transactions
are structured and the involvement of any off-balance sheet vehicles. Clarify how these synthetic securitizations impact your determination of the allowance for loan losses on the related loans.

Response:
Due to the timing of when we received your letter, we were unable to incorporate enhanced disclosures in our Form 10-Q for the three and six months ended
June 30, 2010 related to your comment. In future filings, we will include the following disclosure to provide a more comprehensive description of our synthetic securitizations, where applicable (changes are underlined):

 The Corporation mitigates a portion of its credit risk on the residential mortgage portfolio through the use of
synthetic securitization vehicles. These vehicles issue long-term notes to investors, the proceeds of which are held as cash collateral. The Corporation pays a premium to the vehicles to purchase mezzanine loss protection on a portfolio of
residential mortgages owned by the Corporation. Cash held in the vehicles will be used to reimburse the Corporation in the event that losses on the mortgage portfolio exceed 10 basis points (bps) of the original pool balance, up to the maximum
amount of purchased loss protection of $XXX and $2.5 billion at September 30, 2010 and December 31, 2009. The vehicles are variable interest entities from which we purchase credit protection and we do not have a variable interest in the
vehicles; accordingly, they are not consolidated by the Corporation. Amounts due from the vehicles are recorded in Other Income when the Corporation recognizes a reimbursable loss, as described above. Amounts are collected when reimbursable losses
are realized through sale of the underlying collateral. At September 30, 2010 and December 31, 2009, the Corporation had a receivable of $XXX and $1.0 billion from these vehicles for reimbursement of losses. As of September 30,
2010 and December 31, 2009, $XXX and $70.7 billion of residential mortgage loans were held in the portfolio for which these vehicles provide protection. The [increase/decrease] in these pools was due to $XXX in principal payments and $XXX of
loan sales. The Corporation records an allowance for credit losses on these loans without regard to the existence of the purchased loss protection because the protection does not represent a guarantee of individual loans.

In addition, the Corporation has entered into credit protection agreements with FNMA and FHLMC totaling $XXX and $6.6 billion as of
September 30, 2010 and December 31, 2009, providing full protection on conforming residential mortgage loans that become severely delinquent. The Corporation does not record an allowance for credit losses on these loans because the
loans are individually guaranteed.

 Note 8 – Securitizations and Other Variable Interest Entities, page 30

2.
We note your response to prior comment 13 to our letter dated May 3, 2010 and the related disclosures on page 34 of your March 31, 2010 Form 10-Q; however,
it does not appear that you have addressed our comment in its entirety. Accordingly, as previously requested, to the extent that it is at least reasonably possible that an exposure to loss exists in excess of amounts accrued related to
representations and warranties, please revise your future filings to disclose an estimate of the possible loss or range of loss or provide explicit disclosure that you are unable to make such an estimate.

Response:
In Note 8 to the consolidated financial statements included in our Form 10-Q for the three and six months ended June 30, 2010, we expanded our disclosures
related to obligations from our representations and warranties and revised our disclosures to explicitly state that we are unable to estimate the possible loss or range of loss for certain monoline financial guarantors (monolines). In addition, we
established a liability related to repurchase requests subject to negotiation and unasserted requests to repurchase current and future defaulted loans where those losses are both probable and reasonably estimable based upon a more consistent
repurchase experience with certain monolines. We will continue to update our recorded liability and related disclosures as our process becomes more refined based on the level of repurchase requests, defects identified, the latest experience gained
on repurchase requests and other relevant facts and circumstances.

 The following are the specific disclosures included in our Form 10-Q for the three and six
months ended June 30, 2010, which we will also include in future filings, where applicable:

 The Corporation and its
legacy companies have an established history of working with the GSEs on repurchase requests and have generally established a mutual understanding of what represents a valid defect and the protocols necessary for loan repurchases. However, unlike
the repurchase protocols and experience established with GSEs, experience with the monolines and other third party buyers has been varied and the protocols and experience with the monolines has not been as predictable as with the GSEs. In addition,
the Corporation and its legacy companies have very limited experience with private label MBS repurchases as the number of repurchase requests received has been very limited.

Loans have been repurchased and a liability for representations and warranties has been established for monoline repurchase requests,
based upon valid identified loan defects. A liability has also been established for monoline repurchase requests that are in the process of review based on historical repurchase experience with each monoline to the extent such experience provides a
reliable basis on which to estimate incurred losses from future 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 there has not been established sufficient, consistent repurchase experience, 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.

We provide additional commentary, as well as new and planned disclosures, regarding our inability to estimate the possible loss or range
of loss for representations and warranties to monolines in our responses to your comments 3a, 3b, 4, and 5 below.

3.
In regards to your representations and warranties exposure, please tell us and revise your future filings to address the following:

a)
Disclose whether there is a particular time period that you have to respond to the repurchase request, and if so, what occurs if you do not respond timely;

 Rule 83 confidential treatment request made by Bank of America Corporation

Response:
With respect to the government-sponsored enterprises (the GSEs), the governing contracts generally require that lenders respond to repurchase requests within 30
days of the date of request. [***Redacted***]

 The following disclosure was included in our Form
10-Q for the three and six months ended June 30, 2010. To further enhance the disclosures noted in our response to comment 2, the following will be provided in future filings, where applicable (changes are underlined):

The Corporation and its legacy companies have an established history of working with the GSEs on repurchase requests and have generally
established a mutual understanding of what represents a valid defect and the protocols necessary for loan repurchases. As soon as practicable after receiving a repurchase request from either of the GSEs, the Corporation evaluates the request and
takes appropriate action. Claim disputes are generally handled through loan-level negotiations with the GSEs and the Corporation seeks to provide a final response to the repurchase request within 90 to 120 days of the receipt of the request.
However, unlike the repurchase protocols and experience established with GSEs, experience with the monolines and other third party buyers has not been as predictable as with the GSEs. The timetable for response and resolution varies by contract.
Where a breach of our representations and warranties is confirmed, settlement is generally reached within 60 to 90 days. In addition, the Corporation and its legacy companies have very limited experience with private label MBS repurchases as the
number of repurchase requests received has been very limited.

b)
Disclose the level of unresolved claims existing at the balance sheet dates by claimant (GSE, monoline insurer, mortgage insurer, other) and loan type (prime,
subprime, Alt-A, etc.). If amounts have grown over the periods for any claimant or specific loan type, address any qualitative factors that are considered in your methodology to account for this fact;

Response:
In Note 8 to the consolidated financial statements included in our Form 10-Q for the three and six months ended June 30, 2010, we revised our disclosures
related to our unresolved claims by claimant.

 The level of unresolved claims during the three and six months
ended June 30, 2010 increased for both the GSEs and monolines. With respect to the GSEs, this increase is predominantly attributable to an increase in the level of new claims asserted combined with a lag in our capacity to respond to the higher
volume of claims. While we are in the process of substantially increasing staffing and utilizing outsourcing alternatives to address challenges posed by this trend, there will be a period of time in which it takes to reduce the backlog of unresolved
claims and reach an effective balance of experienced resources and claims activity. [***Redacted***] With respect to the monolines, claim activity has been volatile and unpredictable. [***Redacted***]

Because our liability for representations and warranties with respect to the GSEs considers likely repurchases on a lifetime basis, any
temporary change to the unresolved repurchase pipeline generally would have no direct impact on our methodology to estimate the liability and therefore no impact on the established liability. This is also the case for certain monolines where because
of a more consistent repurchase experience we have established a liability related to repurchase requests subject to negotiation and unasserted requests to

repurchase current and future defaulted loans. However, for monolines for which we are not able to estimate such a liability as any losses are not probable and reasonably estimable, we will
continue to evaluate the higher level of unresolved repurchase claims stemming from an increase of claims in process (as opposed to the failure of the monolines to rescind claims) as we obtain sufficient, consistent repurchase experience to
establish a liability.

 Due to the timing of when we received your letter, we were unable to incorporate all of the enhanced
disclosures in our Form 10-Q for the three and six months ended June 30, 2010. In future filings, we will provide the following disclosures regarding unresolved claims by loan type and comment on trends, where applicable (changes are
underlined):

 Although the timing and volume has varied, repurchase and similar requests have increased from buyers and
insurers including monolines. However, a very limited number of repurchase requests have been received related to private label MBS transactions. A loan by loan review of all repurchase requests is performed and demands have been and will continue
to be contested to the extent not considered valid. Overall, repurchase requests and disputes have increased with buyers and insurers regarding representations and warranties, which has resulted in an increase in unresolved repurchase
requests. At September 30, 2010, the unpaid principal balance of loans related to unresolved repurchase requests previously received from investors and insurers was approximately $XXX, including $XXX from the GSEs, $XXX from the monolines,
$XXX from other investors, and $XXX from private label MBS transactions. Comparable amounts at December 31, 2009, were approximately $7.6 billion, including $3.3 billion from the GSEs, $2.9 billion from the monolines, $1.4 billion from other
investors, and $30 million from private label MBS transactions. At September 30, 2010, the unpaid principal balance of loans related to unresolved repurchase requests previously received from investors and insurers included $XXX of prime
loans, $XXX of Alt-A loans, $XXX of home equity loans, $XXX of pay option loans, $XXX of subprime loans, and $XXX of other products. Comparable amounts at December 31, 2009, were $1.4 billion of prime loans, $2.0 billion of Alt-A loans, $2.3
billion of home equity loans, $1.2 billion of pay option loans, $0.6 billion of subprime loans, and $0.1 billion of other products.

c)
Disclose, by claimant and loan type, the unpaid principal balance related to investor demands that were resolved either by repurchasing the loan or reimbursing the
investor for losses during the periods, and the fair value of the loans subject to these claims;

Response:
In Note 8 to the consolidated financial statements included in our Form 10-Q for the three and six months ended June 30, 2010, we disclosed by product
(first-lien and home equity) the total unpaid principal balance related to investor demands that were resolved by repurchasing the loan or reimbursing the investor for losses for both first-lien and home equity securitizations. In future filings, we
will expand this disclo

CORRESP
1
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SEC Correspondence Letter

 August 10, 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 write to supplement and correct certain information provided in our letters dated April 14, 2010 and May 13, 2010 with respect to the matter
referenced above. Those letters discuss, in relevant part, six transfers we identified that should have been accounted for as secured borrowings rather than as sales. In the course of our review of certain transactional data, it has come to our
attention that we inadvertently did not reflect the value of one of the six transfers that was completed in the quarter ending December 31, 2007 in providing summary information and analysis regarding the six transfers in our letters. We
apologize for the oversight and provide updated information below. The correction does not affect our conclusion that the impact of the transactions is not material to our previously issued financial statements.

On April 14, 2010, we provided a response (the “April 14 Response”) to your inquiries concerning our accounting for repurchase agreements,
securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets. In our letter, we stated that we had “identified six transfers for which sale accounting
treatment was not in strict compliance” with our policy of “account[ing] for repurchase transactions as secured borrowings unless they fail to meet the criteria set forth in ASC 860-10-40-24.” (April 14 Response at 7.) We included a
table in the letter that quantified: the transaction amounts for the four quarters in which the six transfers took place, the company’s total assets for those periods, and the percentage of total assets that the transactions represented. (April
14 Response at 8.) In particular, the table indicated that the transaction amount for the period ending December 31, 2007 was $1.8 billion or 0.11% of total assets. Upon subsequent review, we determined that the table failed to reflect the
value of one of the six transfers we had identified that was completed in the quarter ending December 31, 2007. The amount of that transfer was approximately $265 million. Consequently, the table should have reflected that the value of the
transactions for the period ending December 31, 2007 was $2.080 billion or 0.12% of total assets.

 Following our April 14 Response, on April 26, 2010, you requested by letter that we provide
additional information regarding our conclusion that the accounting error associated with the six transactions was not material. Specifically, you requested that we provide a materiality analysis that included consideration of the factors under SEC
Staff Accounting Bulletin No. 99. We responded to this request on May 13, 2010 and included as an exhibit to the letter our SAB 99 Analysis (the “May 13 Response”). We concluded that “the impact of the transactions is not
material to the previously issued consolidated financial statements” of BAC. (May 13 Response at 1.)

 The May 13 Response also did
not include the value of the $265 million transfer completed in the quarter ending December 31, 2007 in quantifying the transactions at issue for that period. The May 13 Response outlined BAC’s disclosure included in its Form 10-Q for
the quarter ended March 31, 2010 regarding the six transfers. (May 13 Response at 3.) The disclosure indicated that the value of the transactions for the December 31, 2007 was $1.8 billion. (BAC corrected this figure in its Form 10-Q for
the period ending June 30, 2010 filed on August 6, 2010).

 In addition, the SAB 99 Analysis from the May 13 Response included
three tables that each listed the value of the transactions for the period ending December 31, 2007 as $1.815 billion. Inclusion of the omitted transaction increases that balance to $2.080 billion. An updated SAB 99 Analysis reflecting the
corrected value is attached as Exhibit 1 to this letter. For your convenience, we have also summarized the relevant updated information in the following tables:

Updates to SAB 99 Analysis Table 1 Data (dollars in millions)

Prior December 31,
2007 Information

Updated December 31,
2007 Information

Balance/Percent
Change

 Principal amount

$
1,815

$
2,080

$
265

 As a percentage of ending:

 Trading account assets

1.12
%

1.28
%

0.16
%

 Total assets

0.11
%

0.12
%

0.01
%

 Federal funds purchased and securities loaned or sold under agreements to repurchase

0.82
%

0.94
%

0.12
%

 Total liabilities

0.12
%

0.13
%

0.01
%

 Updates to SAB 99
Analysis Table 2 Data (dollars in millions)

Prior December 31,
2007 Information

Updated December 31,
2007 Information

Balance/Percent
Change

 Principal balance

$
1,815

$
2,080

$
265

 Risk weight (MBS agencies)

20
%

20
%

0.00
%

 Risk weighted asset

$
363

$
416

$
53

 Updates to SAB 99 Analysis Table 3 Data (dollars in millions)

Prior
December 31,
2007
Information

Updated
December 31,
2007
Information

Balance/
Percent
Change

Prior
September 30,
2008
Information

Updated
September 30,
2008
Information

Balance/
Percent
Change

 Principal adjustment

$
1,815

$
2,080

$
265

$
10,702

$
10,702

Prior Disclosure
Nine Months
Ended
September 30,
2008

 Consolidated Statement of Cash Flows

 As reported

 Line item – Net (increase) decrease in trading and other derivatives

(8,108
)

(8,108
)

(17,963
)

(17,963
)

 Subtotal – Net cash provided by (used in) operating activities

11,036

11,036

31,276

31,276

 Line item – Net increase (decrease) in federal funds purchased and securities loaned or sold under agreements to repurchase

(1,448
)

(1,448
)

(15,398
)

(15,398
)

 Subtotal – Net cash (used in) provided by financing activities

103,412

103,412

(46,887
)

(46,887
)

 Revised:

 Line item – Net (increase) decrease in trading and other derivatives

(9,923
)

(10,188
)

(265
)

(26,850
)

(26,585
)

265

 Subtotal – Net cash provided by operating activities

9,221

8,956

(265
)

22,389

22,654

265

 Line item – Net increase (decrease) in federal funds purchased and securities loaned or sold under agreements to repurchase

367

632

265

(6,511
)

(6,776
)

(265
)

 Subtotal – Net cash (used in) provided by financing activities

105,227

105,492

265

(38,000
)

(38,265
)

(265
)

 Change

 Line item – Net (increase) decrease in trading and other derivatives

-22
%

-26
%

-4
%

-49
%

-48
%

1
%

 Subtotal – Net cash provided by operating activities

16
%

19
%

3
%

28
%

28
%

0
%

 Line item – Net increase (decrease) in federal funds purchased and securities loaned or sold under agreements to repurchase

-125
%

-144
%

-19
%

-58
%

-56
%

2
%

 Subtotal – Net cash provided by financing activities

2
%

2
%

0
%

-19
%

-18
%

1
%

 As noted above, the changes in the metrics resulting from the correction are not material to our analysis of
the issues presented and do not have any impact on our conclusion that the impact of the transactions is not material to our previously issued consolidated financial statements.

Sincerely,

/s/ John M. James

John M. James

Corporate Controller

cc:
Neil A. Cotty, Chief Accounting Officer

 Exhibit I

Three Years Ended December 31, 2009 SAB 99 – BAC

The SEC’s Staff Accounting Bulletin (“SAB”) No. 99, Materiality (“SAB 99”), indicates that the use of a percentage as
a numerical threshold to evaluate materiality, such as 5%, may provide the basis for a preliminary assessment that – without considering all relevant circumstances – a deviation of less than the specified percentage with respect to a
particular item on the registrant’s financial statements is unlikely to be material. SAB 99 indicates that the SEC Staff has no objection to such a “rule of thumb” as an initial step in assessing materiality. SAB 99, however, goes on
to say that quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. SAB 99 also
indicates that the formulation of materiality in the accounting literature is in substance identical to the formulation used by the courts in interpreting the federal securities laws. The U.S. Supreme Court has held that a fact is material if there
is “a substantial likelihood that the…fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.”

SAB 99 states that an assessment of materiality requires that one view the facts in the context of the “surrounding circumstances,” as the
accounting literature puts it, or the “total mix” of information. While the “total mix” includes the size in numerical or percentage terms of misstatement, it also includes the factual context in which the user of financial
statements would view the financial statement item. SAB 99 also states that materiality concerns the significance of an item to users of a registrant’s financial statements. Specifically the SEC Staff’s interpretive response says that
“A matter is ‘material’ if there is a substantial likelihood that a reasonable person would consider it important.” In its Statement of Financial Accounting Concepts No. 2, the FASB stated the essence of the concept of
materiality as follows:

 The omission or misstatement of an item in a financial report is material if, in the light of
surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

The SAB 99 analysis herein seeks to apply these criteria. As such, the quantitative and qualitative conclusions were considered both individually and in
the aggregate by management in determining whether or not the items at issue were material to the consolidated financial statements of Bank of America Corporation (“BAC”, the “Company” or the “Corporation”).

The SEC’s SAB 108, Considering the Effects of Prior year Misstatements when Quantifying Misstatements in Current year Financial Statements,
notes that (i) a materiality evaluation must be based on all relevant quantitative and qualitative factors; (ii) such analyses generally begins with quantifying potential misstatements to be evaluated; and (iii) there has been
diversity in practice with respect to this initial step of a materiality analysis. SAB 108 addresses certain of the quantitative issues discussed in SAB 99, but does not alter the analysis required by SAB 99.

SAB 108 notes the diversity in approaches for quantifying the amount of misstatements primarily stems from the effects of misstatements that were not
corrected at the end of the prior year (“prior year misstatements”), and states these prior year misstatements should be considered in quantifying misstatements in current year financial statements. It further states the techniques most
commonly used in practice to accumulate and quantify misstatements are generally referred to as the “rollover” and “iron curtain” approaches.

The “rollover approach” quantifies a misstatement based on the amount of the error originating in the current year income statement. This
approach ignores the effects of correcting the portion

of the current year balance sheet misstatement that originated in prior years (i.e., it ignores the “carryover effects” of prior year misstatements).

The “iron curtain approach” quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the
end of the current year, irrespective of the misstatement’s year(s) of origination.

 As demonstrated in an example in SAB 108, the primary
weakness of the rollover approach is that it can result in the accumulation of significant misstatements on the balance sheet that are deemed immaterial in part because the amount that originates in each year is quantitatively small. SAB 108 states
the staff is aware of situations in which a registrant, relying on the rollover approach, has allowed an erroneous item to accumulate on the balance sheet to the point where eliminating the improper asset or liability would itself result in a
material error in the income statement if adjusted in the current year. Such registrants have sometimes concluded that the improper asset or liability should remain on the balance sheet into perpetuity.

In contrast, the primary weakness of the iron curtain approach is that it does not consider the correction of prior year misstatements in the current
year (i.e., the reversal of the carryover effects) to be errors. Implicitly, the iron curtain approach assumes that because the prior year financial statements were not materially misstated, correcting any immaterial errors that existed in those
statements in the current year is the “correct” accounting, and is therefore not considered an error in the current year. Thus, utilization of the iron curtain approach can result in a misstatement in the current year income statement not
being evaluated as an error at all.

 Given the above mentioned weaknesses of the alternate approaches, we do not believe the exclusive
reliance on either the rollover or iron curtain approach appropriately quantifies all misstatements that could be material to users of financial statements. As discussed below, the impact of correcting entries related to certain past repurchase
transactions on our financial statements and operating results for the quarterly, year to date, and annual periods in the three years ended December 31, 2009 are not significant. Below, we have concluded that our originating errors are neither
material in dollar value nor percentage in relation to the consolidated financial statements and had no impact on reported net income (loss) for any period presented.

Management has also considered ASC 270-45-16, Interim Reporting and paragraph 29 of APB Opinion No. 28, Interim Financial Reporting, which
requires the following:

 In determining materiality for the purpose of reporting the correction of an error, amounts should be
related to the estimated income for the full fiscal year and also to the trend of earnings. Changes that are material with respect to an interim period, but not material with respect to the estimated income for the full fiscal year or to the trend
of earnings should be separately disclosed in the interim period.

 Summary of Unadjusted Differences

 In connection with our response to the SEC letter
dated March 29, 2010 regarding the accounting for repurchase agreements, securities lending transactions and other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, we acknowledged
that our recent internal review identified six transactions in the past three years for which sale accounting treatment was not in strict compliance with ASC 860, Transfers and Servicing (also SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 140)). We transferred agency pass-through securities

and simultaneously entered into derivative contracts to purchase similar pools of existing securities that were not specifically identified from the same counterparty (commonly and herein
referred to as “dollar rolls”) at the end of four calendar quarters during 2007, 2008 and 2009 (Q1 07, Q4 07, Q3 08, and Q1 09). As part of our normal balance sheet management strategy, internal quarter end limits for balance sheet
utilization capacity are establis

July 30, 2010

Brian T. Moynihan
Chief Executive Officer, President and Director
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

RE: Bank of America Corporation
Form 10 -K for Fiscal Year Ended December 31, 200 9
Filed February 26, 2010
Form 10 -Q for Quarterly Period Ended March 31, 2010
Filed May 7, 2010
File No. 001-6523

Dear Mr. Moynihan :

We have reviewed your response letter  dated June 7 , 2010  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested response.   If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell
us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosures, we may have  additional comments.

Form 10 -Q for Quarterly Per iod Ended March 31, 2010

Notes to Consolidated Financial Statements

Note 6 – Outstanding Loans and Leases, page 27

1. We note your disclosure that you have mitigated a portion of your credit risk on your
residential mortgage portfolio through the use of sy nthetic securitizations which are cash
collateralized and provide mezzanine risk protection on certain loan pools.  Please tell us
and revise your future filings to provide a more comprehensive description of these
synthetic securitizations, including how the transactions are structured and the

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 2

involvement of any off -balance sheet vehicles.  Clarify how these synthetic
securitizations impact your determination of the allowance for loan losses on the related
loans.

Note 8 – Securitizations and Other Variab le Interest Entities, page 30

2. We note your response to prior comment 1 3 to our letter dated May 3, 2010  and the
related  disclosures on page 34  of your March 31, 2010 Form 10 -Q; however, it does not
appear that you have addressed our comment in its entiret y.  Accordingly, as previously
requested, to the extent that it is at least reasonably possible that an exposure to loss
exists in excess of amounts accrued related to representations and warranties, please
revise your future filings to disclose an estimat e of the possible loss or range of loss or
provide explicit disclosure that you are unable to make such an estimate .

3. In regards to your representations and warranties exposure, please tell us and revise your
future filings to address the following:

 Disclose whether there is a particular time period that you have to respond to the
repurchase request, and if so, what occurs if you do not respond timely;

 Disclose the level of  unresolved  claims existing at the balance sheet dates by claimant
(GSE, monoline insurer, mortgage insurer, other) and loan type (prime, subprime,
Alt-A, etc.).  If amounts have grown over the periods for any claimant or specific loan
type, address any qualitative factors that are considered in your methodology to
account for this fact;

 Disclose, by claimant and loan type, the unpaid principal balance related to investor
demands that were resolved either by repurchasing the loan or reimbursing the
investor for losses during the periods, and the fair value of the loans subject to these
claims;

 Disclose which particular representation and warranty provisions are resulting in the
most repurchases/reimbursements.  As part of your revised disclosure, address any
trends in terms of the losses associated with the various types of def ects;

 Whether as part of your estimation of your accrued liability you are only considering
currently impaired loans that have been sold or all loans sold, including currently
performing loans.  If the former, tell us how you are satisfied that all incurr ed losses
have been appropriately accrued for;

 The extent to which your review process for the claims received is a loan by loan
analysis, or some sort of higher level analysis to reject or accept the claims;

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 3

 Whether you have any recourse back to any bro ker or mortgage company who sold
you a loan which was supposed to be underwritten according to your underwriting
standards.  If so, tell us what actions you have taken with respect to this;

 Whether the claims resulting are arising in greater part due to l oans sourced from
brokers or other mortgage companies and explain how this is factored into the
estimation of your accrued liability; and

 Address any trends or differences in your exposure to repurchase requests relative to
others in your industry .

First-Lien Mortgage -related Securitizations , page 32

4. We note from your disclosure in the second paragraph that a liability has not been
established related to repurchase requests where a valid defect has not been identified and
other unasserted requests to repurchase loans from the securitization trusts in which
monoline financial guarantors have insured all or some of the related bonds.  It appears
your process for estimating the liability for representations and warranties related to
monoline financial gua rantors is significantly different from how the liability is estimated
for FNMA, FHLMC and other third party buyers.  Please revise your future filings to
confirm this observation and to provide more disclosure around why estimating the
probable loss assoc iated with monoline representations and warranties claims is
inherently more difficult than those from other counterparties.

5. As a related matter, we note your disclosure that the unpaid principal balance of loans
related to unresolved repurchase request s from monoline guarantors was $3.0 billion as
of March 31, 2010 and that this amount represents the maximum amount of potential loss
in the unlikely event that you would be required to repurchase all of these loans assuming
the underlying collateral has n o value.  We note however, that your maximum exposure
would also include repurchase requests that have not yet been asserted.  In an effort to
provide greater granularity and to allow an investor better insight to your maximum
exposure related to represent ations and warranties with monoline financial guarantors,
please consider providing  the following (preferably in tabular format, disaggregated by
loan type and vintage):

 Total loans insured by monolines subject to representations and warranties;

 Amount and percentage of claims where the guarantor has notified you of a
representation and warranty breach (or defect);

 Amount and percentage of loans you purchased back as a result of representation and
warranty claims;

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 4

 Amount and percentage of claims that  were rejected because there was no
representation and warranty breach or the c laim was not properly filed;

 Amount and percentage of claims that have been made where a conclusion is pending
(e.g. due to insufficient information or the nature of internal review) ; and

 Disaggregate, if possible, any other significant concentrations  such as , exposures
related to the legacy corporation or exposures related to loans acquired through
business combinations , etc.

Note 11 – Commitments and Contingencies, page  48

Litigation and Regulatory Matters, page 52

6. We note your response to prior comment 1 4 to our letter dated May 3, 2010  and your
enhanced litigation -related disclosures on page 52  of your March 31, 2010 Form 10 -Q.  It
appears your threshold for disclosu re is whether you can estimate “with confidence” what
the eventual outcome of the pending matters will be.  We do not believe that this criteria
is consistent with the guidance in ASC 450.  We also note that for the vast majority of
litigation matters disc ussed you have not provided any discussion of the possible loss or
range of possible losses, which appears unusual given the different stages of each of the
litigation matters discussed below.  Please either provide a range of loss, which may be
aggregated  for all of the litigation matters for which you are able to estimate the amount
of the loss or range of possible loss, or provide explicit disclosure for each of the
litigation matters that you are unable to estimate the loss or range of possible loss and  the
reasons why you are unable to provide an estimate.  Furthermore, if you cannot estimate
the possible loss or range of possible losses, please consider providing additional
disclosure that could allow a reader to evaluate the potential magnitude of the  claim.

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

Regulatory Initiatives, page 118

7. We note you recognized $813 million of net charge -offs during the first quarter of 2010
due to newly issued regulatory guidance which required you to charge -off certain
modified consumer real estate loans that were considered collateral -dependent .  Please
address the following

 The newly issued guidance indicates tha t loans should be considered collateral -
dependent if they lack evidence of sustained repayment capacity. Tell us whether you
considered the charged -off loans collateral -dependent at the date of modification or
subsequent to modification. Also, tell us if y ou considered these loans collateral -
dependent prior to the issuance of the new guidance. If you considered the loans
collateral -dependent at the date of modification, tell us how the loans qualified for
modification  given your determination that they lack ed sustained repayment capacity;

Mr. Brian T. Moynihan
Bank of America Corporation
July 30, 2010
Page 5

 Tell us and disclose how you determine that a loan lacks evidence o f sustained
repayment capacity; and

 Tell us how the modification affected the accrual status for these loans. In this regard,
tell us whether any of the modified loans were accruing income at the date of charge -
off.  If so, tell us how you determined that accrual of income was appropriate
considering the loans lacked evidence o f sustained repayment capacity.

8. As a related matter , please revise your disclosure in future filings to provide a discussion
and quantification of the amount and types of residential mortgage loans that are
considered collateral -dependent at the time of modification.  Describe the types of
modifications be ing made on these loans and the success rates of the modifications.
Disclose how this new regulatory guidance has impacted your related loan policies
(impairment measurements, charge -offs, accrual status, etc.).

You may contact Angela Connell, Staff A ccountant, at (202) 551 -3426 or me at (202)
551-3872 if you have any questions regarding the above comments.

      Sincerely,

      Hugh West
      Accounting Branch Chief

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 3, 2010

 Brian T. Moynihan Chief Executive Officer, President and Director Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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 Mr. Moynihan:
We have reviewed the above-referenced filing as well as your response letter
dated February 23, 2010 and have the following comments. Where indicated, we think you should revise your future filings  in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2009

Management’s Discussion and Analysis of Fi nancial 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

Brian T. Moynihan
Bank of America Corporation
May 3, 2010 Page 2
considered troubled debt restructurings.  Please provide us with the following as it relates to these loan modifications:
• 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 terms;
• 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;

• 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;

• 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;

• 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;

• Provide additional analysis supporting your conclusion that these short-term modifications should not be classifi ed as troubled debt restructurings;

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

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

Brian T. Moynihan
Bank of America Corporation
May 3, 2010 Page 3
consider revising future filings to disclose the following information to the extent that you have a significant amount of construction loans with interest reserves:

• 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;

• Your policy for recognizing interest income on these loans;

• How you monitor the projects throughout their lives to make sure the properties are moving along as planned to ensure appropriateness of continuing to capitalize interest;

• Whether you have extended, renewed or restructured terms of the related loans and the reasons for the changes;

• Your underwriting process for these loans and any specific differences as compared to loans without interest reserves; and

• Whether there were any situations where additional interest reserves were advanced to keep a loan from becoming nonperforming.
 3. Please tell us and consider revising your future filings to disclose whether you have performed any commercial real estate or other type of loan workouts whereby an existing loan was restructured into multiple new loans (i.e., A Note/B Note structure).  To the extent that you have performed these types of workouts, provide us with and revise your future filings to disclose the following:

• Quantify the amount of loans that have been restructured using this type of workout strategy in each period presented.

• Discuss the benefits of this workout strategy, including the impact on interest income and credit classification.

• Discuss the general terms of the new loans and how the A note and B note differ, particularly whether the A note is underwritten in accordance with your customary underwriting standards and at current market rates.

• Clarify whether the B note is immediately charged-off upon restructuring.

• Describe your nonaccrual policies at the time of modification and subsequent to the modification.  Specifically disclose whether you consider the total amount contractually due in your non-accrual evaluation

Brian T. Moynihan
Bank of America Corporation
May 3, 2010 Page 4
and how you consider the borrower’s payment performance prior to the modification.

• Confirm that the A note is classified as a troubled debt restructuring and
explain your policy for removing such loans from troubled debt restructuring classification.
 4. Please tell us and consider revising your future filings to disclose, whether you have noticed an increase in any loan categories such as commercial real estate or construction loans that have been extended at maturity for which you have not considered the loans to be impaired due to the existence of guarantees.  If so, provide us with the following information and consider enhancing your disclosure in future filings accordingly:

• The types of extensions being made, whether loan terms are being adjusted from the original terms, and whether you consider these types of loans as collateral-dependent;

• To the extent you extend commercial loans at or near maturity at the existing loan rate due to the existence of a guarantee, tell us how you consider whether it is a troubled debt restructuring;

• In detail, how you evaluate the financial wherewithal of the guarantor, addressing the type of financial information reviewed, how current and objective the information reviewed is, and how often the review is performed;

• How many times you have sought performance under the guarantee discussing the extent of the successes.  As part of your response, discuss the decision making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee; and

• Quantify the dollar amount of commercial loans in which your carrying value is in excess of the appraised value but not considered impaired due to the existence of guarantees.

Table VII – Allowance for Credit Losses, page 102

5. We note your response to comment two of our letter dated January 29, 2010 and the inclusion of footnote (3) to Table VII which discloses the ratio of the allowance for loan and lease losses to nonperforming loans and leases, adjusted to exclude the allowance related to purchased impaired loans.  In future filings,

Brian T. Moynihan
Bank of America Corporation
May 3, 2010 Page 5
please ensure to provide this additional disclosure throughout your filing wherever you disclose the allowance to nonperforming loans ratio.

6. As a related matter, we note your response to comment one of our letter dated January 29, 2010 as it relates to your presentation of the allowance to nonperforming loans ratio.  We continue to believe that more transparency is needed around your presentation of this ratio given that a significant amount of the allowance included in the numerator is allocated to loan types that are excluded from nonperforming loans in the denominator.  Accordingly, when presenting this ratio in your future filings, please include disclosure which quantifies the amount of the allowance allocated to loan types that are not included in the nonperforming loans denominator.  Consistent with the comment above, ensure to provide this additional disclosure throughout your filing wherever you disclose the allowance to nonperforming loans ratio.
 Note 1 – Summary of Significant Accounting Policies

 Allowance for Credit Losses, page 122

 7. We note your disclosure that your allowance for certain homogeneous loan portfolios (including consumer real estate and presumably home equity loans) is based on aggregated portfolio segment evaluations generally by product type.  We also note your disclosure on page 58 regarding the elevated risk characteristics of your home equity portfolio, which include high refreshed LTVs (in many cases in excess of 100%), second lien position, 2006-2007 vintages, and geographic location.  Given the relatively high level of credit risk associated with these types of lending products, please tell us and revise your disclosure in future filings to provide a more robust description of your allowance methodology for your home equity loan portfolio.  Specifically disclose how you take into consideration housing price depreciation, and the homeowners’ loss of equity in the collateral, in your allowance for loan losses for home equity loans.  In this regard, discuss the basis for your assumptions about hous ing price depreciation and explain how
collateral valuations are incorporated into your model given that you evaluate these loans as a pool rather than on a loan-by-loan basis.
 8. We note your disclosure that impairment on loans that are solely dependent on the collateral for repayment is measured based on the estimated fair value of the collateral less costs to sell.  We also note your response to comment three of our letter dated January 29, 2010 related to your decision to use third party appraisals to measure impairment on certain mortgage loans secured by vacant lots instead of an automated valuation methodology (AVM) or other index value.  Please tell us and revise your future filings to provide comprehensive disclosure describing the methods used to estimate the fair value of the collateral securing your collateral-dependent impaired loans and other real estate owned.  Furthermore, in light of your determination that AVMs in the lot-loan sector have been less

Brian T. Moynihan
Bank of America Corporation
May 3, 2010 Page 6
reliable in the current market environment, also describe the procedures you perform to validate the results of alternative valuation methodologies that are not based on current appraisal data, such as AVMs and other indexes, and disclose how often you perform such validation procedures.
 Note 5 – Securities, page 136

 9. We note your disclosure on page 137 concerning your methodology for assessing your non-agency residential mortgage-backed securities for other-than-temporary impairment (OTTI).  While we acknowledge that a significant portion of your unrealized losses are concentrated in these types of securities, as of December 31, 2009 approximately 45% of the gross unrealized losses in your AFS investment portfolio are attributable to other investment categories.  Therefore, in the interest of transparency, for each major security type  please tell us and revise your
disclosure in future filings to provide a robust discussion of the information considered in concluding that such securities were not OTTI.  In this regard, for your AFS debt securities address your consideration of the guidance set forth in paragraphs 33A – 33I of ASC 320-35, and if applicable, describe the models and assumptions used to measure credit-related impairment.  For your AFS marketable equity securities discuss your consideration of the impairment factors set forth in SAB Topic 5M.
 Note 6 – Outstanding Loans and Leases, page 140

 10. We note your disclosure on page 141 regarding the renegotiation of credit card and consumer lending loans with customers that are experiencing financial difficulty.  Please provide us with the following as it relates to these loan modifications:
• Explain how these types of loans are renegotiated, including a description of the significant terms modified;

• Compare and contrast the circumstances under which you would consider the modifications to be temporary or permanent in nature and whether these would be classified as troubled debt restructurings;

• Explain whether any loan would revert back to its original terms during a temporary modification period if consecutive late payments are made or if other terms of the modified agreement are violated.  To further enhance our understanding of this process, please provide an example with an accompanying timeline explaining what triggering events would lead to such a change in status (classification) and discuss how these events would impact the accounting for the loan, including the specific loan pools used for establishing the allowance, as well as the classification and presentation in your Industry Guide III data; and

Brian T. Moynihan
Bank of America Corporation
May 3, 2010 Page 7
• Describe whether these loans are included in your ASC 450-20 (SFAS 5) or ASC 310-10 (SFAS 114) impairment analysis.  If changes in terms, payments or classification impact either of these analyses, please explain how and when these calculations would be impacted.
 11. As a related matter, please revise your future filings to enhance your disclosure surrounding your credit card and consumer lending modification programs.  In this regard, provide the following:

• To the extent you have several different types of programs offered to your credit card and consumer lending customers (e.g., consumer credit counseling programs, temporary hardship concessions, permanent workout programs, etc.), include tabular disclosure of the amount of gross loans included in each of your loan modification programs, detailed by loan category and performing versus nonperforming status; and

• Provide a narrative disclosure addressing success with the different types
of concessions offered on your credit card and consumer loans.
  Note 8 – Securitizations, page 143

 12. We note your response to comment six of our letter dated January 29, 2010 and the related disclosures provided on pages 5, 32, 57, 70 and 144 regarding your repurchase reserves for representations and warranties.  We continue to believe that disclosure of the amount of your liability for representations and warranties will provide transparent and meaningful information particularly given the significant increase in representations and warranties expense recording in 2009 and the increased volume of these types of claims in the current market environment.  We believe that this information can be provided in such a way (e.g., in total as

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 7, 2010

 Mr. Neil A. Cotty Interim Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
RE: Bank of America Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for Quarterly Period Ended September 30, 2009 File No.: 001-06523

Dear Mr. Cotty:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,    Hugh West Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4720

January 29, 2010
  Mr. Neil A. Cotty Interim Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
RE: Bank of America Corporation
Form 8-K filed January 20, 2010
File No.: 001-06523

Dear Mr. Cotty:
We have reviewed the above-referenced filing and have the following comments.
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your future filings  in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K filed January 20, 2010

1. We note your footnote disclosure on page 40 of your supplemental
information reporting package furnished as part of Exhibit 99.2 that your policy is not to classify consumer credit card, consumer non-real estate loans, and business card loans as nonperforming.  Given that your policy may not be

Mr. Neil A. Cotty
Bank of America Corporation
January 29, 2010 Page 2
consistent with others in the industry, please ensure that this disclosure is clear throughout your documents.  Additionally, given that these types of loans are never classified as nonperforming, tell us why you believe it is appropriate in your allowance to nonperforming loan ratios to include the allowance allocated to these types of loans.  In this regard, we note that page 43 of your supplemental reporting information shows that at least $12.0 billion of your allowance for loan and losses at December 31, 2009 is allocated to consumer credit cards, direct/indirect consumer and other consumer loan balances, and that it is unclear how much of the allowance relates to your business card loans.  We note that if the allowance to nonperforming loan ratios were revised to exclude the allowance for loan and lease items which are never included as nonperforming, the ratios would be significantly different.  Please advise, and ensure that your disclosures in future filings are clear on how these amounts are calculated.
2. We note your disclosure on page 39 of your supplemental information reporting package furnished as part of Exhibit 99.2 that total nonperforming assets does not include loans accounted for as purchased impaired loans even though the customer may be contractually past due.  Please clarify whether you would classify the purchased impaired loans as nonperforming in the future once you determine that an allowance for loan losses is required for those loans.  If not, tell us whether you adjust your allowance to nonperforming loan ratios to exclude the allowance related to these loans since the loans would not be included in the denominator of this ratio.  In this regard, we note that you appear to have a $3.9 billion allowance for loan losses related to the Countrywide purchased impaired loan portfolio.  If you do not adjust this ratio for any allowance related to these loans which do not get classified as nonperforming, please ensure that your disclosures in future filings are clear as to how this impacts the ratios and comparability among other companies in your industry.
3. We note your disclosure in footnote 2 to the Consumer Asset Quality Key Indicators chart furnished as part of your supplemental information reporting package which indicates two separate adjustments were made during the third and fourth quarter related to changes in valuation processes for residential mortgages and real estate owned, as well as a $223 million adjustment related to collections under certain insurance contracts in the home equity portfolio.  Please tell us more about each of these adjustments/refinements, including the specific changes and improvements that may have been made in the valuation processes.  Please also tell us and discuss as appropriate in future filings whether additional adjustments may be needed related to protracted nature of collections under certain insurance contracts and any changes you have made to better estimate the allowance needed in the future related to this.

Mr. Neil A. Cotty
Bank of America Corporation
January 29, 2010 Page 3  4. We note that in certain situations throughout your various filings you appear to use the word "nonperforming" loans and in other situations you refer to "nonaccrual" loans.  Please tell us and clarify in future filings how these two metrics relate to each other and the differences between them.  Please carefully review other references to these terms and their related definitions in your future periodic filings and ensure that they are clearly defined in your Critical Accounting Policies, Accounting Policy Footnote(s), Industry Guide III information and other ancillary disclosures.  Changes to how you define any term should be clearly indicated at a level of granularity necessary to understand the individual components comprising each term.  Supporting disclosures should also be provided to allow for comparability of all financial information, including ratios and other metrics impacted.  As part of your response, it may be helpful to provide a reconciliation of the two numbers to illustrate the differences.
5. We note your disclosure in the Asset Quality portion of your supplemental information reporting package which indicates that there was an $800 million increase to the allowance due to a change to a twelve month allowance coverage in Card, a $600 million increase in the allowance related to maturing card securitizations and a $300 million reserve reduction related to consumer credit card.  Please describe in more detail what each of these adjustments relates to, including:

a. Discussing your historical reserving practice related to Card such as the number of months used to establish the allowance and how this change has impacted the comparability of related financial information at December 31, 2009 and prior periods.

b. The specific events that drove the need to change to a twelve month allowance coverage during the fourth quarter of 2009.

c. How the $800 million allowance increase in Card relates to the $300 million reduction in the allowance in consumer credit card.
 d. The reason a maturing of card securitizations necessitates an increase in the allowance during the current quarter.

e. Discuss how any forbearance programs offered to your Card customers impact your Card credit statistics and establishment of allowances.

Mr. Neil A. Cotty
Bank of America Corporation
January 29, 2010 Page 4  6. Tell us and disclose in future filings how you establish repurchase reserves for various representations and warranties that you have made to various parties, including the GSE's, monoline insurers and any private loan purchasers.  Please ensure your response addresses the following areas:

a. The specific methodology employed to estimate the allowance related to various representations and warranties, including any differences that may result depending on the type of counterparty to the contract.

b. Discuss the level of allowances established related to these repurchase requests and how and where they are classified in the financial statements.

c. Discuss the level and type of repurchase requests you are receiving, and any trends that have been identified, including your success rates in avoiding settling the claim.

d. Discuss your methods of settling the claims under the agreements.  Specifically, tell us whether you repurchase the loans outright from the counterparty or just make a settlement payment to them.  If the former, discuss any effects or trends on your nonperforming loan statistics.  If the latter, discuss any trends in terms of the average settlement amount by loan type.

e. Discuss the typical length of time of your repurchase obligation and any trends you are seeing by loan vintage.

f. Discuss whether these reserves relate to any significant balance of Countrywide legacy loans, and if so, whether there are any other accounting implications (i.e. original SOP 03-3 loans).
7. We note your disclosure in the supplemental information reporting package about the number and types of modifications you have performed during the past year.  Please tell us and discuss in future filings how modifications impact the timing of the recording the allowance for loan losses.    For example, discuss whether the largest effect of the loan modification is recorded during the period of the modification or whether the modification has largely been reserved for under your normal reserving methodology.  Additionally, discuss how the high level of re-defaults of the loan modifications performed thus far is factored into your allowance for loan losses.

* *  *  *  *

Mr. Neil A. Cotty
Bank of America Corporation January 29, 2010 Page 5
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Angela Connell at (202) 551-3426 or me at ( 202) 551-3872 if
you have questions regarding our comments.
Sincerely,   Hugh West Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April 26, 2010

 Mr. Neil A. Cotty Interim Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255   Dear Mr. Cotty:
We have reviewed your response letter dated April 14, 2010 and have the
following comments.   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:

a. Whether the cause of the errors was intentional;
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;
c. Whether any key banking regulatory ratios or credit ratings of the Company or subsidiary(ies) would have been impacted; and
d. Whether the cause of the errors was due to an internal control weakness, and if so, management’s plans to address these weaknesses.

Mr. Neil A. Cotty
Bank of America Corporation
April 26, 2010 Page 2
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.
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.

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 for your conclusion.
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.
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.
 6. Your response indicates that you began to net long and short positions across legal entities in the first quarter 2009.   Please tell us why you decided to change your accounting policy at that time and how you considered whether this was a change in accounting policy that required disclosure pursuant to the requirements of ASC 250-10-45.

* *  *  *  *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our

Mr. Neil A. Cotty
Bank of America Corporation April 26, 2010 Page 3  comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
    Please contact me at (202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan Senior Assistant Chief Accountant

CORRESP
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filename1.htm

Correspondence Filing

 April 14, 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 March 29, 2010. Bank of America’s liquidity and balance sheet management functions
are designed to ensure the adequacy of capital while enhancing our ability to manage liquidity requirements for the Corporation and for our customers, and to position the balance sheet in accordance with management’s risk appetite. The
execution of these functions requires the use of balance sheet and capital related limits designed to optimize risk-adjusted returns while working toward established targets to ensure the preservation of capital under extreme market movements.

 Despite our efforts to comply with established balance sheet limits, we do not deliberately structure transactions that are economically
disadvantageous simply for the purpose of recording a sale or reducing recorded liabilities. Also, as a banking institution, we provide quarterly, year-to-date and annual disclosures of average balance sheet amounts based on daily averages for all
significant categories of assets and liabilities. In addition, we disclose the maximum amount of short-term borrowings by major category at any month-end during each reported period. These details provide the users of our financial statements with a
picture of any variations between period-end and average balance sheet amounts. We would also like to note that the leverage ratio for banks, which is mandated by the federal banking regulators, is calculated based on average balance sheet amounts,
not period end amounts.

 The following are our responses to each of the Staff’s 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)

With regard to your repurchase agreements, please tell us whether you account for any of those agreements as sales for accounting purposes in your financial statements.

Response:

We do not account for securities repurchase agreements (“repos”) as sales with the exception of “repos to maturity” (“RTMs”) which are accounted for
as sales. A RTM is a repurchase agreement in which the termination date of the repo is the same as the contractual maturity of the underlying security. We enter into RTMs only for high quality, very liquid securities such as U.S. Treasury bills or
securities issued by government-sponsored entities such as Fannie Mae and Freddie Mac. Our responses to items (a) through (h) below pertain only to RTMs.

 a)

Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.

Response:

The table below presents the notional amount of RTMs outstanding at each quarterly balance sheet date and average quarterly balances for each of the past three
years.

Dollars in billions

RTMs Outstanding at
Quarter End

Average Quarterly
RTMs Outstanding

(A)

 3/31/2007

$
—

$
—

 6/30/2007

—

—

 9/30/2007

10.0

6.5

 12/31/2007

9.2

9.6

 3/31/2008

10.1

9.8

 6/30/2008

24.8

19.1

 9/30/2008

26.0

24.9

 12/31/2008

21.6

25.6

 3/31/2009

18.8

19.5

 6/30/2009

16.8

18.5

 9/30/2009

9.8

12.2

 12/31/2009

6.5

9.0

 3/31/2010

3.0

5.5

(A)
Averages are based on month-end balances.

 b)

Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.

Response:

Please see the table above. Averages are based on month-end data. However, there was very little daily activity and intra-month balances did not vary
significantly.

 c)

Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized
financings.

Response:

The significant difference in transaction terms pertains to the maturity date of the repo agreement. A repo with a termination date prior to maturity of the underlying security
is typically accounted for as a secured borrowing while a RTM is accounted for as a sale. The pricing of a RTM will reflect the relatively long tenor of the agreement as compared to a

traditional repo. Also, as noted above, we enter into RTMs only for high quality, very liquid securities issued by the U.S. government or government-sponsored entities.
Otherwise, the terms and conditions of a RTM are substantively the same as the terms and conditions of other repos.

 d)

Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.

Response:

A transfer of financial assets is accounted for as a sale only if it meets the three criteria set forth in ASC 860-10-40-5: (a) the transferred assets have been legally isolated
from the transferor, (b) the transferee has the right to pledge or exchange the assets it receives, and (c) the transferor does not maintain effective control over the transferred assets.

With regard to the first two criteria, the FASB acknowledged the legal and economic ambiguities inherent in repurchase agreements when assessing whether they should be accounted
for as sales or secured borrowings. The following paragraphs from Appendix B to SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS 140”) discuss these
issues:

 201. Repurchase agreements and securities lending transactions are difficult to characterize because those transactions are ambiguous: they have
attributes of both sales and secured borrowings. Repurchase agreements typically are documented as sales with forward purchase contracts and generally are treated as sales in bankruptcy law and receivers’ procedures, but as borrowings in tax
law, under court decisions that cite numerous economic and other factors....

 202. Previous accounting practice generally has treated repurchase agreements as secured borrowings, although “repos-to-maturity” and
certain other longer term repurchase agreements have been treated as sales....

 203. The American Law Institute describes the legal status of a securities lending transaction as follows: The securities lender does not retain
any property interest in the securities that are delivered to the borrower. The transaction is an outright transfer in which the borrower obtains full title . . . the borrower needs the securities to transfer them to someone else . . . if the
securities borrower defaults on its redelivery obligation, the securities lender has no property interest in the original securities that could be asserted against any person to whom the securities borrower may have transferred them. . . . The
securities lender’s protection is its right to foreclose on the collateral given to secure the borrower’s redelivery obligation. Perhaps the best way to understand securities lending is to note that the word “loan” in securities
lending transactions is used in the sense it carries in loans of money, as distinguished from loans of specific identifiable chattels. Someone who lends money does not retain any property interest in the money that is handed over to the borrower.

 204. While that description focuses on securities lending, much of it appears applicable to repurchase agreements as well. If judged by the
criteria in paragraphs 9(a) and 9(b) and the legal reasoning in paragraph 203, financial assets transferred under typical repurchase or securities lending agreements would qualify for derecognition as having been sold for proceeds consisting of cash
and a forward purchase contract. During the term of the

 agreement, the transferred assets are isolated from the transferor, are placed in the hands of a transferee that can—and typically
does—obtain their benefits by selling or pledging them, and are readily obtainable in the market.

The above paragraphs support the conclusion that transfers of financial assets under typical repurchase agreements meet the first two criteria for sale
accounting.

With regard to the third criteria, ASC 860-10-40-24 states that “An agreement that both entitles and obligates the transferor to repurchase or redeem transferred assets from
the transferee maintains the transferor’s effective control over those assets under paragraph 860-10-40-5(c)(1), and the transfer shall therefore be accounted for as a secured borrowing, if and only if all of the following conditions are
met” (emphasis added). Among the stated conditions is the requirement that the agreement is to repurchase or redeem the transferred assets before maturity. A RTM clearly fails to meet this condition as the transferred asset is repurchased at
maturity.

Based on this guidance, we have concluded that transfers of assets under RTMs meet the three criteria for sale accounting and that RTMs are appropriately accounted for as sales,
which we believe is standard industry practice.

 e)

Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings. To the extent the amounts accounted for as
sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.

Response:

RTMs are not used as an alternative to collateralized financings. Instead, they provide an alternative to an outright sale. The principal business reason for using a RTM is to
take advantage of economic differences in the cash market as compared to the repo market. Depending on market conditions, the spread between the coupon on the security and the cost of RTM funding might provide a better return than selling the
security outright and reinvesting the excess proceeds for the remaining duration of the security. In that case, we would take advantage of the economic benefit by entering into a RTM in lieu of an outright sale.

Our use of RTMs began in late 2007, with balances increasing steadily through mid- to late-2008 to a maximum balance of approximately $28 billion. Since then, the balance has
declined steadily and has been reduced to $3 billion at March 31, 2010. The growth accelerated in mid-2008 as repo rates in general were at historic lows and there was a great demand for high quality collateral. More recently, as markets have
returned to more normalized levels of activity, the relative economic benefits of RTMs as compared to outright sales have declined and therefore our use of RTMs has been reduced during the past few quarters.

 f)

Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating
agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

Response:

As noted above, RTMs are appropriately accounted for as sales in accordance with GAAP. Accordingly, we believe that any discussion of the impact on ratios or other metrics is not
meaningful but we have provided the information in an effort to be responsive to your question. Had we elected to retain the underlying securities and obtain financing through shorter-term repos, key ratios and metrics would not have been
significantly affected. Total assets and total liabilities would have been higher but net income would not have changed because the underlying securities are carried at fair value in a trading portfolio. Accordingly, metrics such as earnings per
share and return on equity would not have been affected while metrics pertaining to return on assets, equity to assets, and risk-based capital would have been affected.

The table below demonstrates the impact on selected ratios at December 31, 2008 and September 30, 2008, the annual and quarterly dates with the highest amount of RTMs
outstanding, had we accounted for RTMs as secured borrowings. The calculations assume that the underlying securities are agency securities and risk weighted at 20% for regulatory capital purposes.

12 Months Ending 12/31/08

9 Months Ending 9/30/08

As
Reported

Proforma

Change

As
Reported

Proforma

Change

 Return on average assets

0.22
%

0.22
%

      (0) bps

0.43
%

0.42
%

      (1) bps

 Ending equity to ending assets

9.74

9.62

(12)

8.79

8.67

(12)

 Risk-based capital

 Tier 1 (period end)

9.15

9.12

(3)

7.55

7.52

(3)

 Total (period end)

13.00

12.96

(4)

11.54

11.49

(5)

 Tier 1 Leverage

6.44

6.36

(8)

5.51

5.44

(7)

As demonstrated in the table above, the largest impact on key metrics would have been a 12 basis point (1.4%) reduction in the ratio of ending equity to ending assets at
September 30, 2008. The Tier 1 Leverage ratios at December 31, 2008 and September 30, 2008 would have declined by 8 bps (1.3%) and 7 bps (1.4%), respectively. We do not believe that these differences are significant. In addition, we
would like to note that our capital ratios are well above the minimum required to be considered well-capitalized.

There are no other significant metrics or ratios that we provide to analysts, credit rating agencies or other regulatory agencies that would have been impacted had we accounted
for RTMs as secured borrowings. As noted above, the securities underlying the RTMs were high quality, very liquid securities and we reiterate our view that we have properly accounted for RTMs as sales in accordance with GAAP.

 g)

Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries. If you
have any such concentrations, please discuss the reasons for them.

Response:

RTMs have historically been concentrated with three inter-dealer brokers in the United States, none of which is a major financial institution. The brokers’ fee structures
encourage us to concentrate our trades with them by reducing fees for transactions in excess of certain volumes. Regardless of the fee structure, we trade with the broker that provided the most advantageous all-in price.

 h)

Tell us whether you have changed your original accounting on any repurchase agreements during the last three years. If you have, explain specifically how you determined the
original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination. Describe the factors, events or changes which resulted in your changing your
accounting and describe how the change impacted your financial statements.

Response:

We have not changed the original accounting on any repo agreements during the last three years.

2)

For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years. In addition,
quantify the period end balance for each of those quarters and the maximum balance at any month-end. Explain the causes and business reasons for significant variances among these amounts.

Response:

The table below summarizes the period end and average quarterly balances for repos that are accounted for as secured borrowings, as well as the maximum balance at any month-end
during a given quarter.

Dollars in billions

Repos Outstanding
at Quarter
End

Average Quarterly
Repos
Outstanding

Highest Month-End
Balance

(A)

 3/31/2007

$
223.4

$
258.3

$
272.6

 6/30/2007

207.8

244.9

261.0

 9/30/2007

191.7

225.1

251.5

 12/31/2007

207.2

255.5

277.2

 3/31/2008

210.5

257.1

279.7

 6/30/2008

219.3

252.8

262.1

 9/30/200

CORRESP
1
filename1.htm

Correspondence

 April 12, 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

Form 10-Q for the Period Ended September 30, 2009

File No.: 001-06523

 Dear
Mr. West,

 We have received and reviewed your letter dated March 29, 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.

 Form 10-Q for Quarterly Period Ended September 30, 2009

Note 8 – Securitizations

 Credit
Card Securitizations, page 37

1.
We note your response to comment three of our letter dated December 30, 2009. We understand it is your position that the exchange of a portion of your
seller’s interest for the Class D security did not qualify for sale accounting under ASC 860-10-40-4 as no consideration other than beneficial interests in the assets exchanged were received in the transfer. You therefore determined the
appropriate accounting treatment was to recognize the Class D security at the carryover basis of the seller’s interest exchanged. In order to help us understand your conclusions, please tell us how you considered the guidance in ASC
860-10-55-16 in determining that this exchange would even qualify as a “transfer” under ASC 860. In this regard, please tell us whether you consider your seller’s interest to be beneficial interests issued by the trust, and confirm
that it is with this same trust that you have exchanged a portion of your seller’s interest for a new Class D security.

Response:
 Consistent with ASC 860-10-55-44, we view our seller’s interest as a beneficial interest in the Trust’s assets. The exchange of a
portion of this seller’s interest for the Class D security was with this same Trust. However, in order for ASC 860-10-55-16 to be applicable, the exchange must be for “an equivalent, but different, form of beneficial interests in the same
transferred financial assets”. In our case, the exchange of a portion of the seller’s interest

for the Class D security is not “equivalent”. Specifically, the Class D security received in the exchange is a subordinated security whereas the seller’s interest is pari passu to
all of the investor interests in the Trust. The rights to cash flows of the Class D security and the seller’s interest are indeed different, as are other rights and obligations in matters of the Trust.

As noted in our previous response dated December 11, 2009, the Trust is essentially divided into the uncertificated seller’s interest and the certificated
investor interests, each of which represents an undivided interest in the Trust. The investor interests are then generally tranched into different classes of securities with different levels of subordination. The Class D security received in the
exchange is subordinate to the Class A, B and C notes, and as a result, the Class D security will absorb losses before those notes.

It is our view that the exchange is a transfer of financial assets and accordingly, it is our view that ASC 860 is the authoritative accounting guidance for the Class D
transaction. As noted in our previous responses dated December 11, 2009 and January 26, 2010, it is our view that the accounting for the Class D transaction was compliant with the requirements under ASC 860.

2.
As a related matter, please tell us whether you gave any consideration as to whether the exchange of a portion of your seller’s interest for a Class D security
would be considered a troubled debt restructuring. Refer to the guidance in ASC 310-40-40-8A.

Response:
It is our view that the exchange of a portion of the seller’s interest for the Class D security is not a troubled debt restructuring under ASC 310-40-40-8A.

First, regardless of whether the Trust could be considered a debtor in other contexts, the seller’s interest is not a debt of the Trust for purposes of ASC
310-40-40-8A. Rather, the seller’s interest represents a separate ownership interest in the Trust, pari passu with the investor interests. Since the seller’s interest is not a debt of the Trust, exchanging a portion of the seller’s
interest for the Class D security could not be considered a troubled debt restructuring.

Second, paragraph 2 of SFAS No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings (“SFAS 15”) (ASC 310-40-15-5) describes a
troubled debt restructuring as when “…the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.” Even if the Trust were
considered a debtor in this analysis, the concession granted by the Corporation would not be made to the Trust; rather, the concession would be granted to the investors in the Class A, B and C notes.

 Paragraphs 2 and 3 of SFAS 15 clearly articulate that the motivation of a troubled debt restructuring is for the creditor to maximize the recovery of
its investment by obtaining “more cash or other value from the debtor, or to increase the probability of receipt, by granting the concession than by not granting it.” The Class D transaction was not effected for the Corporation to obtain
more cash or other value from the Trust nor does it lead to an increased probability of greater receipt of cash or other value. On the contrary, the portion

of the seller’s interest that was exchanged had a right to receive cash flows pari passu with the investor interests, while the Class D security is subordinate to the Class A, B and C
notes.

Finally, we note that at the time of the transfer (March 2009) the applicable accounting literature was SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities (“SFAS 140”) (ASC 860), which was a higher level of authoritative guidance than Emerging Issues Task Force (“EITF”) Issue No. 94-8, Accounting for Conversion of a
Loan into a Debt Security in a Debt Restructuring. Because SFAS 140 (ASC 860) was directly on point, consideration of lower authoritative guidance that was not directly on point, including EITF Issue No. 94-8, was not appropriate. Thus, it
is our view that the accounting conclusion reached under SFAS 140 (ASC 860) in March 2009 was appropriate.

 We believe the
foregoing is responsive to the questions raised by the Staff. Further, we have reviewed the responses with our independent public accountants, PricewaterhouseCoopers, LLP.

The adequacy and accuracy of the disclosure in the filings is the responsibility of the Corporation. The Corporation acknowledges to the Securities and
Exchange Commission (SEC) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges
that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have further questions or require additional clarifying information, please call Randy Shearer, Financial Reporting and Policy Executive, at
(980) 388-8433 or me at (980) 387-4997.

 Sincerely,

 John M. James

 Corporate Controller

 cc:

Neil A. Cotty, Interim Chief Financial Officer and Chief Accounting Officer

Edward P. O’Keefe, General Counsel

Thomas Pirolo, Partner, PricewaterhouseCoopers LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4720

March 29, 2010
  Mr. Neil A. Cotty Interim Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
RE: Bank of America Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Period Ended September 30, 2009 File No.: 001-06523

Dear Mr. Cotty:  We have reviewed your response letter dated January 26, 2010 and have the following additional comments.    Form 10-Q for Quarterly Period Ended September 30, 2009

 Note 8 – Securitizations

 Credit Card Securitizations, page 37

1. We note your response to comment three of our letter dated December 30, 2009.  We understand it is your position that the exchange of a portion of your seller’s interest for the Class D security did not qualify for sale accounting under ASC 860-10-40-4 as no consideration other than beneficial interests in the assets exchanged were received in the transfer.  You therefore determined the appropriate accounting treatment was to recognize the Class D security at the carryover basis of the seller’s interest exchanged.  In order to help us understand your conclusions, please tell us how you considered the guidance in ASC 860-10-55-16 in determining that this exchange would even qualify as a “transfer” under ASC 860.  In this regard, please tell us whether you consider your seller’s interest to be beneficial interests issued by the trust, and confirm that it is with this same trust that you have exchanged a portion of your seller’s interest for a new Class D security.

Mr. Neil A. Cotty
Bank of America Corporation March 29, 2010 Page 2
2. As a related matter, please tell us whether you gave any consideration as to whether the exchange of a portion of your seller’s interest for a Class D security would be considered a troubled debt restructuring.  Refer to the guidance in ASC 310-40-40-8A.

* *  *  *  *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 You may contact Angela Connell at (202) 551-3426 or me at ( 202) 551-3872 if
you have questions regarding our comments.
Sincerely,    Hugh West Accounting Branch Chief

CORRESP
1
filename1.htm

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.

 February 23, 2010

 Mr. Hugh West

 Accounting Branch Chief

 United State Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, NE

 Washington, DC 20549

RE:
Bank of America Corporation

 Form 8-K filed January 20, 2010

 File No. 001-06523

 Dear Mr. West:

 We have received and reviewed
your letter dated January 29, 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.

 Form 8-K filed January 20, 2010

1.
We note your footnote disclosure on page 40 of your supplemental information reporting package furnished as part of Exhibit 99.2 that your policy is not to classify
consumer credit card, consumer non-real estate loans, and business card loans as nonperforming. Given that your policy may not be consistent with others in the industry, please ensure that this disclosure is clear throughout your documents.
Additionally, given that these types of loans are never classified as nonperforming, tell us why you believe it is appropriate in your allowance to nonperforming loan ratios to include the allowance allocated to these types of loans. In this regard,
we note that page 43 of your supplemental reporting information shows that at least $12.0 billion of your allowance for loan and losses at December 31, 2009 is allocated to consumer credit cards, direct/indirect consumer and other consumer loan
balances, and that it is unclear how much of the allowance relates to your business card loans. We note if the allowance to nonperforming loan ratios were revised to exclude the allowance for loan and lease items which are never included as
nonperforming, the ratios would be significantly different. Please advise, and ensure that your disclosures in future filings are clear on how these amounts are calculated.

Response:
In future filings, we will include additional disclosures to provide clarity regarding the reporting of nonperforming loans and leases. In addition, we will
ensure that the disclosure in our supplemental reporting information clearly describes what types of loans are excluded from the nonperforming loans and leases classification.

As disclosed in our financial statements and consistent with industry practice, our accounting policy is to charge off non-bankrupt credit card loans (consumer and
business) and open-end unsecured consumer loans in the month in which the account becomes 180 days past due. In addition, loans secured by personal property are charged off in the month the account becomes 120 days past due. Given the nature of
these loans and the type of collateral, if secured, the transition from accruing yet delinquent (considered to be 90 days past due) to charge-off (at 120 or 180 days past due, depending on the loan/collateral type) is very short (90 days or less).
It is impractical to specifically review each individual loan or credit card receivable to determine whether it should be considered nonperforming, and in our experience there is a high cure rate (i.e., customers begin making payments again) between
90 days past due and charge-off. We also consider an arbitrary allocation of this population of loans between nonperforming and performing to be not particularly relevant. As these loans remain in accrual status until the charge-off dates stated
above, these loans are not reported as nonaccrual and are not considered to be nonperforming. We do disclose in our filings the credit quality associated with these loans as we disclose loans that are past due 90 days or more and still accruing.

Our calculation of the ratio of the allowance for loan and lease losses to total nonperforming loans and leases has consistently included the total allowance for loan
and lease losses balance as of period end which we believe is consistent with industry practice (see below). For reporting purposes, we allocate the allowance for loan and lease losses across products. However, as disclosed in our filings, the
allowance is available to absorb any credit losses without restriction. We view the allowance for loan and lease losses as an estimate of incurred losses in our total portfolio of loans and leases and therefore, we do not believe that it is
appropriate to carve out specific components of the allowance for loan and lease losses to compare to nonperforming loans and leases.

Based on our review of peer disclosures, including Citigroup, Inc., JP Morgan Chase & Co., PNC Financial Services Group, Inc., US Bancorp, and Wells
Fargo & Company, we noted that our financial statement disclosures surrounding nonperforming loans and leases are consistent with industry practice, specifically around the exclusion of certain loan types (e.g., credit cards and non-real
estate consumer loans) from nonperforming. Additionally, our ratio of the allowance for loan and lease losses to total nonperforming loans and leases appears to be calculated consistently with industry practice, specifically around the inclusion of
the total allowance for loan and lease losses versus specific components.

2.
We note your disclosure on page 39 of your supplemental information reporting package furnished as part of Exhibit 99.2 that total nonperforming assets does not
include loans accounted for as purchased impaired loans even though the customer may be contractually past due. Please clarify whether you would classify the purchased impaired loans as nonperforming in the future once you determine that an
allowance for loan losses is required for those loans. If not, tell us whether you adjust your allowance to nonperforming loan ratios to exclude the allowance related to these loans since the loans would not be included in the denominator of this
ratio. In this regard, we note that you appear to have a $3.9 billion allowance for loan losses related to the Countrywide purchased impaired loan portfolio. If you do not adjust this ratio for any allowance related to these loans which do not get
classified as nonperforming, please ensure that your disclosures in future filings are clear as to how this impacts the ratios and comparability among other companies in your industry.

Response:
As noted in our response to Comment #1 above, we will provide additional clarity regarding the definition of nonperforming loans and leases in our future
filings, as well as in our supplemental reporting information, as it relates to the ratio of the allowance for loan and lease losses to nonperforming loans and leases.

Additionally, we believe that our disclosures surrounding nonperforming loans and leases are consistent with industry practice, including the exclusion of purchased
impaired loans. As disclosed in Note 1 – Summary of Significant Accounting Principles in our Annual Report on Form 10-K and discussed in our response to Comment #4 below:

 Purchased impaired loans are recorded at fair value at the acquisition date. Although the purchased impaired loans may be contractually
delinquent, the Corporation does not classify these loans as nonperforming as the loans were written down to fair value at the acquisition date and the accretable yield is recognized in interest income over the remaining life of the loan. In
addition, reported net charge-offs exclude write-downs on purchased impaired loans as the fair value already considers the estimated credit losses.

We exclude our purchased impaired loan pools from the nonperforming disclosures as the purchased impaired loan pools continue to accrete interest income in accordance
with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, even when a valuation allowance has been established for certain of the loan pools. As these loan pools remain in accretion status, they are not
considered to be nonperforming, which we believe is consistent with industry practice.

In accordance with ASC 310-30, we do maintain a valuation reserve on purchased impaired loan pools for losses which have been incurred subsequent to acquisition where
the expected principal cash flows are lower than that estimated at acquisition. We classify that valuation allowance as a component of our overall allowance for loan and lease losses. As noted in our response to Comment #1 above, we believe that our
ratio of the allowance for loan and lease losses to total nonperforming loans and leases is calculated consistently with industry practice. We disclose that our purchased impaired loan portfolio is excluded from nonperforming loans and leases and
also disclose in the footnotes and MD&A, the amount of the allowance for loan and lease losses associated with the purchased impaired loan portfolio. However, given the unique accounting for purchased impaired loans, in future filings, effective
with our 2009 Annual Report on Form 10-K, we will disclose the ratio of allowance for loan and lease losses to nonperforming loans and leases, adjusted to exclude the allowance related to the purchased impaired loans, in addition to the current
disclosure. A footnote on the allowance for loan and lease losses as a percentage of total nonperforming loans and leases will include the following:

 Allowance for loan and lease losses includes $3.9 billion and $750 million of valuation allowance for purchased impaired loans at December 31, 2009 and 2008. Excluding the valuation allowance for
purchased impaired loan pools, the ratio would have been 99 percent and 136 percent at December 31, 2009 and 2008.

3.
We note your disclosure in footnote 2 to the Consumer Asset Quality Key Indicators chart furnished as part of your supplemental information reporting package which
indicates two separate adjustments were made during the third and fourth quarter related to changes in valuation processes for residential mortgages and real estate owned, as well as a $223 million adjustment related to collections under certain
insurance contracts in the home equity portfolio. Please tell us more about each of these adjustments/refinements, including the specific changes and improvements that may have been made in the valuation processes. Please also tell us and discuss as
appropriate in future filings whether additional adjustments may be needed related to protracted nature of collections under certain insurance contracts and any changes you have made to better estimate the allowance needed in the future related to
this.

Response:
The adjustments referenced in footnote 2 to the Consumer Asset Quality Key Indicators chart furnished as part of our supplemental information reporting package
represent refinements to our loss estimation process related to our consumer real estate portfolio. Like any estimation process, we continually assess and refine our processes to ensure our recorded loss estimates are indicative of market conditions
and are based on the best and most current information available. Specifically, we believe our current processes related to the allowance for loan and lease losses consider all relevant, available information. When future refinements are made to our
processes and estimates, we will provide relevant disclosures to the users of our financial information.

The $110 million credit loss recorded in the fourth quarter of 2009 is related to our decision to use third party appraisals where available for certain mortgage loans
secured by a vacant lot (lot-loans) instead of an automated valuation methodology (AVM) or other index values to estimate the credit losses associated with these loans. In the current market environment, there has been a decline in the number of
market transactions (only cash transactions taking place, no financing available) in the lot-loan sector, and AVMs, which heavily rely on comparable sales data, have become significantly less reliable. Given the nature of lot loans, we believe that
estimates of collateral value on a full appraisal represent a more accurate estimate of the collateral value.

The third quarter of 2009 adjustment to our real estate owned (REO) valuation process resulted in the recording of a credit loss of $152 million for the portfolio.
Based upon our recent experience related to REO properties, we determined that an additional loss estimate was needed to reflect the negative impact on a property’s selling price of the property going into foreclosure. As a property goes into
foreclosure, we have experienced, in certain instances, a decline in the borrowers’ maintenance and upkeep of a property, as well as some borrowers removing appliances, plumbing and other items that traditionally remained in a home at sale
date. Furthermore, bank-owned real estate transactions appear to carry a negative perception among buyers and in today’s market, command a lower price than traditional real estate transactions.

The other adjustment made in the third quarter of 2009 resulted in a credit loss of $223 million related to the change in timing and amount of estimated insurance
recoveries. For a portion of our home equity portfolio, we obtain lien protection insurance from a third party. If we determine that our lien position is less than we originally expected (e.g., we hold the third lien instead of the second) and we
incur losses on a home equity loan, our insurance contract would provide some protection from loss. This insurance coverage is inseparable from the individual loans. Because of the protracted nature of the potential collection of insurance, we no
longer include insurance recoveries as a benefit in our loss estimate in establishing the allowance for loan and lease losses. Although we consider this refinement to be a change in estimate, we note that had it been made in a prior period, the
effect would have been immaterial.

4.
We note that in certain situations throughout your various filings you appear to use the word “nonperforming” loans and in other situations you refer to
“nonaccrual” loans. Please tell us and clarify in future filings how these two metrics relate to each other and the differences between them. Please carefully review other references to these terms and their related definitions in your
future periodic filings and ensure that they are clearly defined in your Critical Accounting Policies, Accounting Policy Footnote(s), Industry Guide III Information and other ancillary disclosures. Changes to how you define any term should be
clearly indicated at a level of granularity necessary to understand the individual components comprising each term. Supporting disclosures should also be provided to allow for comparability of all financial information, including ratios and other
metrics impacted. As part of your response, it may be helpful to provide a reconciliation of the two numbers to illustrate the differences.

Response:
Nonperforming loans are comprised of loans that are on nonaccrual status, including nonaccruing loans whose contractual terms have been modified in a troubled debt
restructuring (TDR). Loans for which we have elected the fair value option election are not reported as nonperforming loans because they are recorded at fair value with changes in credit quality incorporated into the fair value changes recorded in
earnings. Purchased impaired loans are not reported as nonperforming loans as they were initially recorded at fair value and the Corporation subsequently records the accretable yield into interest income over the life of the loans. Loans
held-for-sale are not included in the definition of nonperforming loans even if on nonaccrual status, as they are reported as a separate line item on the Corporation’s consolidated bala

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4720

December 30, 2009
   Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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. Price,   We have reviewed your response letter dated December 11, 2009 and have the following additional comments.

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 disclosure 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

Mr. Joe L. Price
Bank of America Corporation December 30, 2009 Page 2
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.
 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 further segregation based on risk characteristics (e.g. prime, subprime, Alt-A, etc) may provide useful information.
 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.

Mr. Joe L. Price
Bank of America Corporation December 30, 2009 Page 3
4. We note your response to comment three 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 subordination of a portion of the seller's interest through the transfer of "discount receivables" to the Trust.  In this regard, your response indicates that if the finance charge collections in the Trust are sufficient to pay the Trust's obligations, then the discount option receivables collections will be returned to you through the monthly return of residual cash flows.  Similar to the points raised in the comment above, the staff does not believe it is appropriate to consider any cash flows that you may now receive as part of your residual interest in the trust as part of the cash flows of the seller's interest 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 seller's interest 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.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Restructured Loans, page 172

5. We note your disclosure on page 98 that you have provided rate relief or agreed
to modifications with approximately 215,000 customers through September 30, 2009 and that over 125,000 customers are already in a trial period modification under the MHA program as of November 1, 2009.  Please tell us and revise your future filings to quantify the amount of loans modified under these programs and explain how you determine whether such modifications should be treated as troubled debt restructurings.  In addition, consider quantifying the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and discuss your success with the different types of concessions.

* *  *  *  *

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  You may contact me at ( 202) 551-3872 if you have
questions regarding our comments.
Sincerely,   Hugh West Accounting Branch Chief

CORRESP
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filename1.htm

Correspondence

 December 11, 2009

 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 June 30, 2009

 Filed August 7, 2009

 Dear Mr. West:

 We have received and reviewed your letter dated November 24, 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-K for the fiscal year ended December 31, 2008

 Note 10 – Goodwill and Intangible Assets, page 142

1.
We note your response to prior comment four where you indicate that you will provide future disclosure (regarding your presentation of fair value as a percentage of
carrying value by reporting unit) at least annually for all reporting units and more frequently for reporting units for which a Step 2 analysis is performed. Considering the significance and relevance to potential for impairment charges in the
future, we believe the related disclosures should be provided on a more frequent basis when necessary, for example, whenever a triggering event occurs and a Step 1 impairment analysis is performed for the reporting unit.

Response:

We will provide the fair value as a percentage of the carrying value by reporting unit when reporting units are tested for impairment. This information will be provided within
MD&A in conjunction with our annual impairment test for all reporting units and on a more frequent basis when necessary, including whenever a trigger event occurs and a Step 1 analysis is performed for a reporting unit.

 1

 Form 10-Q for the period ended June 30, 2009

 Note 8 – Securitizations

 Credit
Card Securitizations, page 36

2.
We note you exchanged loans for a Class D security with a stated interest rate of zero percent. Please respond to the following:

•

 Tell us whether you gave up your right to receive interest income on the loans exchanged, and if so, whether any loss was recorded upon the
exchange. If no loss was recorded upon the exchange, tell us why not, and as part of your response tell us how the guidance in ASC 835-30 (APB 21) was considered.

Response:

 Beneficial interests in the credit card trust are divided into the seller’s interest and the investors’ interest, each of
which represents an undivided interest in the Trust’s loans. The seller’s interest is not certificated and is recorded within “Loans and Leases” on the Corporation’s balance sheet. All Trust collections are divided between
the seller’s and investors’ interests based on their relative percentage ownership of the Trust. The investors’ interest is then tranched into different classes of securities, some of which are owned by the Corporation. The residual
interest is owned entirely by the Corporation. The Class D securities (collectively the “Class D”) exist to support the Class A, B, and C notes. It matures and pays down to the extent that the aggregate principal amount of the more
senior trust securities decreases, and will completely amortize when all the more senior trust securities have matured.

 The issuance of the Class D was effected through the transfer of, and certification into security form of, a portion of the Corporation’s seller’s
interest. Upon this transfer, the Corporation has given up neither its right to the interest income nor the principal on the Trust’s loans allocable to that portion of the seller’s interest that is now the Class D; rather, the
Corporation’s right to that interest income as well as the principal on the Trust’s loans has become subordinated to all other investors’ interests.

 Although there was a transfer of financial assets, a sale was not recognized by the Corporation as the sale criteria of Accounting Standards Codification
(“ASC”) 860-10-40-5 (paragraph 9 of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS 140”)), was not met. The Corporation did not receive any proceeds
in the exchange other than a beneficial interest in the financial assets transferred (i.e., the Class D). No gain or loss was recorded upon the exchange in accordance with ASC 860-10-55-44 (paragraph 79 of SFAS 140).

 2

Before the issuance of the Class D, the Corporation, through its seller’s interest, owned a percentage interest in each loan in the Trust, and after the transfer, the
Corporation still has the same percentage interest in each loan but a portion of that interest has now become subordinated. Because the Class D was created through the subordination of a portion of the seller’s interest with no new proceeds, it
was initially accounted for at the seller’s interest carry-over basis (seller’s interest percentage of the par amount of loans in the Trust, less the allowance for loan losses). Because the Corporation expects to receive par at maturity of
the security, the Class D will accrete to par over the life of the security through interest income subject to the accounting guidance prescribed in ASC 325-40-35-1 (Emerging Issues Task Force Issue No. 99-20, Recognition of Interest Income
and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets). ASC 835-30 (APB 21) was not considered in this analysis as we believe the accounting literature referred to above is the appropriate accounting
guidance for transfers of beneficial interests and the subsequent accounting for these interests.

•

 Tell us the effective interest rate you are using to measure the Class D security for impairment. To the extent that you are using an interest rate
of zero, tell us why this is appropriate.

Response:

 In evaluating the Class D for impairment, fair value of the Class D is calculated by discounting the expected future cash flows
to be received through the maturity date of the Class D (“discounted cash flow approach”). At June 30, 2009, an effective interest rate of 19% was utilized in the fair value calculation. We believe that this rate is a reasonable proxy
of what a market participant would require for a comparable security with a similar risk profile.

 Because the fair value of the Class D is less than its amortized cost basis, we assess the security on at least a quarterly basis to determine whether it is other than temporarily impaired. At
June 30, 2009, we concluded an other-than-temporary impairment did not exist based on evaluation of impairment guidance in ASC 320-10-35 (FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments). Specifically, since we had no intent to sell the Class D, we determined that we would not be required to sell the security before the recovery of its amortized cost basis and because there had been no decrease in the cash flows
expected to be collected (e.g., we expect to collect all amounts due according to the contractual terms of the security), we concluded that an other-than-temporary impairment did not exist related to the Class D.

•

 Tell us why the fair value of the Class D security was so much less than the carrying amount of the security.

Response:

The fair value of the Class D, as noted above, is calculated by using the discounted cash flow approach. The difference between carrying value and fair value for the Class D
at June 30, 2009 is primarily due to the discounting of the expected future cash flows at 19% with the last Class D maturing in 2019.

 3

3.
We note you transferred “discount receivables” to the trust, which had the effect of increasing the yield in the trust. Please tell us the following:

•

 Tell us the terms of the loans transferred to the trust under the discount option and tell us whether there was anything else you received in
the exchange.

Response:

The discount option election refers to specifying a portion of new principal receivables arising in the Trust, either through Trust purchases of principal receivables that the
Corporation transfers under its forward commitment or through routine account additions, that when collected will be deemed “finance charges.” The discount option election does not impact receivables or collections of those receivables
that are already in the Trust prior to the date of election. In addition, the discount option election does not impact the terms of the loans to the customers (i.e., the cardholder is not impacted). The election of the discount option, in and of
itself, is not a transfer of loans to the Trust. Accordingly, there was no exchange upon making this election.

•

 Tell us how the rights to the cash flows under the “discount receivables” compare to the loan cash flows transferred to the trust.

Response:

 There are two types of cash flows in the Trust resulting from collections on finance charge receivables1 and on principal receivables2. The election of the discount option results in the subordination of
the portion of the seller’s interest cash flows designated from the principal receivables so that those cash flows will be treated as finance charge collections and available to pay obligations of the finance charge waterfall in the month
collected. Accordingly, the rights to the cash flows under the discount option receivables have only changed as a result of the subordination of the cash flows from the portion of the seller’s interest designated as discount option receivables.
If the collections on the discount option receivables are not utilized to pay investors, they are returned to the Corporation through its ownership of the residual interests of the Trust.

•

 Tell us how you account for the “discount receivables.”

Response:

As noted above, the substance of the discount option election is that a portion of the seller’s interest has been subordinated. As there was no new transfer upon making the
election, we believe the subordinated seller’s interest should continue to reflect the carry-over basis of the loans. On at least a quarterly basis the Corporation assesses whether it will incur a loss on the subordinated seller’s interest
by assessing whether collections in the Trust, absent the collections on the discount option receivables, are sufficient to meet the Trust’s obligations. See further discussion below on the Corporation’s review of the subordinated
seller’s interest for impairment.

1
 Finance charge receivable refers to any receivable that is a period finance charge or fee-related, i.e. cash advance fee, late fee, etc.

2
 Principal receivable refers to any receivable other than a finance charge receivable or a receivable in a defaulted account.

 4

•

 Tell us whether there was any gain or loss recognized on the discount option exchange. If not, please explain why.

Response:

As noted above, there is no transfer of assets or receipt of proceeds to be accounted for at the date of the discount option election. However, since a portion of the seller’s
interest becomes subordinated under the election, there is potential that even though principal may be collected from the underlying cardholder, it may be utilized by the Trust to pay its obligations to investors in the finance charge waterfall.
This would occur if finance charge collections, before considering the discount option receivables collections, are insufficient to pay the Trust’s obligations. Conversely, if such finance charge collections are sufficient to pay the
Trust’s obligations, then the discount option receivables collections will be returned to the Corporation through the monthly return of residual cash flows. On at least a quarterly basis, the Corporation assesses the likelihood and extent of
discount option receivables collections being “used” by the Trust and not returned to the Corporation by forecasting the Trust’s cash flows before the impact of the discount option receivables collection. Under ASC 450-20 (SFAS
No. 5, Accounting for Contingencies), if the Corporation concludes that any of the discount option receivables collections will not be returned to the Corporation, the subordinated seller’s interest would be considered impaired and
a loss would be recorded. To date, our forecasts have indicated that the subordinated seller’s interest is not impaired. Therefore, no contingency losses have been recognized to date.

 We believe the foregoing is responsive to the questions raised by the Staff. Further, we have
reviewed the responses with our independent public accounts, PricewaterhouseCoopers LLP.

 The adequacy and accuracy of the disclosure in the
filings is the responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (SEC) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not
foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United States.

 If you have further questions or require
additional clarifying information, please call Mr. Randy Shearer, Financial Reporting and Policy Executive, at (980) 388-8433 or me at (980) 387-4997.

 Sincerely,

 /s/ John M. James

 John M. James

 Corporate
Controller

cc:
Joe L. Price, Chief Financial Officer

Edward P. O’Keefe, General Counsel

Neil Cotty, Chief Accounting Officer

Thomas Pirolo, Partner, PricewaterhouseCoopers LLP

 5

CORRESP
1
filename1.htm

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.

 October 21, 2009

 Mr. Hugh West

 Accounting Branch Chief

 United States Securities and Exchange Commission

 100 F Street NE

 Mail Stop 4561

 Washington, DC 20549-4561

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 March 31, 2009

 Filed May 7, 2009

 Form 10-Q for the Period Ended June 30, 2009

 Filed August 7, 2009

 Dear Mr. West,

 We have received and reviewed your letter dated September 18, 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-K for the fiscal year ended December 31, 2008

 Notes to the Consolidated
Financial Statements

 Note 10 – Goodwill and Intangible Assets, page 142

1.
We note your response to prior comment 6 to our letter dated June 17, 2009. Tell us whether you provide the economic capital results by reporting unit to your
Board of Directors or your banking regulators, and if so, whether the results of those calculations are consistent with the amounts used in your goodwill impairment analysis. To the extent that the economic capital results are provided at a higher
level (company-level, or legal entity level), please confirm that you are calculating the economic capital measures consistently with the way they are calculated for your goodwill impairment analysis.

 Rule 83
confidential treatment request made by Bank of America Corporation

Response:
Economic capital results by segment and reporting unit are included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) of our annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”). Specifically, we disclose the “average allocated equity” by segment and the “return on average
equity” by segment and reporting unit (please refer to pages 27, 32 and 39 of Form 10-K for the Fiscal Year Ended December 31, 2008). Although the nomenclature differs between external communications (i.e., average allocated equity or
average equity) and the internal documents (i.e., average economic capital), we confirm that the amounts included in MD&A are calculated consistently with the way they are calculated for the goodwill impairment analysis.

 In addition to the publicly available reports filed with the SEC, economic capital results have historically
been provided to the Board of Directors at the enterprise level. However in conjunction with the recent enhancements to our corporate governance, which included a reconstitution of the Board of Directors, the Enterprise Risk Committee has been
formed. As such, effective October 2009, the Board’s Enterprise Risk Committee will begin to receive the economic capital results by reporting unit and at the enterprise level. Additionally, monthly economic capital results by reporting unit
and at the enterprise level are currently, and have been historically, routinely provided to our banking regulators.

2.
We note your response to prior comment 5 to our letter dated June 17, 2009 regarding the fair value estimation process for the Business Lending reporting unit.
Your response indicates that as of October 31, 2008, you used a market approach to determine the fair value of this reporting unit. However, your response letter also indicates that you performed an alternative calculation using an income
approach, which appears to have been done solely as part of your process of responding to our letter. Regarding this income approach performed, please tell us how many years your analysis projected into the future and tell us the key assumptions
used in this analysis. Also, tell us whether you plan to continue to perform an income approach (in addition to a market approach) when valuing your reporting units in the future.

Response:
The alternative calculation of fair value for the Business Lending reporting unit was performed to demonstrate that a change in methodology, specifically from the
income approach to the market approach, did not result in a different impairment test conclusion. As discussed in our previous response letter dated July 24, 2009, we used the same base net income amount and market comparable earnings multiples
for the alternative calculation that we had used for the original October 31, 2008 calculation of fair value using the market approach. Specifically:

•

 Base net income of [*** Redacted ***] was used to estimate cash flows for the first year of the calculation. This amount equals base net income used in
the market approach, which reflects actual results for the twelve months ending October 31, 2008.

•

 An earnings multiple of [*** Redacted ***] was used to assess the terminal value of the reporting unit. This amount equals the earnings multiple used
in the market approach.

 Rule 83
confidential treatment request made by Bank of America Corporation

 The remaining underlying assumptions were consistent with our prior income approach
calculations as described in our response letter dated May 8, 2009, which were applied consistently across reporting units in our June 30, 2008 annual impairment test. Specific assumptions used in the alternative calculation were as
follows:

•

 A growth rate of [*** Redacted ***] was used to project cash flows for the next ten years.

•

 Resulting cash flows were then discounted by a rate of [*** Redacted ***] to determine fair value.

 In the future, when valuing our reporting units other than Card Services, we plan to calculate fair value using the market approach, but
will also perform independent calculations under the income approach to help validate our estimates of fair value. For Card Services, we will continue to calculate fair value using an income approach.

3.
We note your response to prior comment 5 to our letter dated June 17, 2009 regarding your goodwill impairment testing of the Capital Markets and Advisory
Services (CMAS) reporting unit. Your response indicates that you used a market approach to determine the fair value of the reporting unit, whereby three estimates of fair value were calculated based on earnings multiples, tangible common equity
multiples, and total book common equity multiples, and then you weighted them approximately evenly. Given the wide disparity of earnings multiples for the comparable companies, and the fact that you would have failed Step 1 of the goodwill
impairment test had the earnings multiple approach not been weighted in your determination of fair value, please tell us why you believe it was not necessary to perform Step 2 of the goodwill impairment test as you did for certain other reporting
units where the difference between the fair value and carrying value of the reporting units was not significant. Also, tell us why you used projected 2009 income instead of trailing income as you have done in other scenarios and confirm that the
selected multiples used are forward multiples (i.e. utilizing a market capitalization as of the valuation date and projected 2009 income).

Response:
We believe that the market multiples used in calculating the fair value of CMAS are sufficiently conservative as discussed further below and therefore it was not
necessary to perform Step 2 of the goodwill impairment test. As noted in our prior response letter, a substantial majority of the assets and liabilities of CMAS are already carried at fair value or are short-term in nature. Accordingly, a Step 2
analysis would not yield a fair value for CMAS that was significantly different than the carrying amount.

 As a
general rule, we believe that earnings multiples are a more meaningful indicator of fair value than capital multiples. If comparable earnings multiples are not available or are distorted due to market disruptions, it may be appropriate to use other
multiples (e.g., tangible capital) in determining fair value of the reporting unit. Accordingly, given the wide disparity of the CMAS comparable earnings multiples and the relatively small number of comparable companies, [*** Redacted ***].

 Rule 83
confidential treatment request made by Bank of America Corporation

 We acknowledge the wide disparity in earnings multiples noted for the comparable
companies but believe that the price to earnings (PE) multiple of [*** Redacted ***] used in the fair value calculation is very conservative based on historical norms. As noted in the table below provided by our independent valuation experts, PE
multiples of the comparable companies ranged from 6.2 to 39.6 over the past eight years.

Capital Markets and
Advisory Services

Market Capitalization to Earnings

 8 Year

 Average

Ticker

Company

10/31/2007

10/31/2006

10/31/2005

10/31/2004

10/31/2003

10/31/2002

10/31/2001

10/31/2000

 GS

 Goldman Sachs Group Inc.

8.5

10.1

11.0

11.0

17.5

16.2

15.5

14.2

13.0

 MS

 Morgan Stanley

7.9

10.5

16.0

13.0

17.0

13.5

13.9

15.5

13.4

 JEF

 Jefferies Group Inc.

15.0

17.4

16.9

18.0

25.4

17.6

15.4

11.6

17.1

 PJC

 Piper Jaffray Companies

19.9

6.2

19.3

24.7

NA

NA

NA

NA

17.5

 RJF

 Raymond James Financial Inc.

17.8

17.3

17.0

15.1

22.9

19.2

14.6

12.5

17.0

 SF

 Stifel Financial Corp.

33.4

32.7

17.2

8.5

10.3

37.3

39.6

10.3

23.7

Maximum

33.4

32.7

19.3

24.7

25.4

37.3

39.6

15.5

28.5

Average

17.1

15.7

16.2

15.0

18.6

20.8

19.8

12.8

17.0

Median

16.4

13.9

16.9

14.0

17.5

17.6

15.4

12.5

15.5

Minimum

7.9

6.2

11.0

8.5

10.3

13.5

13.9

10.3

10.2

 [***Redacted***]

 We used projected 2009 income in the calculation of fair value as a proxy as we
believed it to be more representative of expected future results compared to the results during the market disruption. Actual results during the trailing twelve months ended October 31, 2008 were dramatically affected by the impact of market
dislocations during this period and were not indicative of long-term normalized operating results of the CMAS reporting unit. As a result, we believe that the use of projected results yielded a more reliable amount than would have been obtained had
we begun with historical earnings and attempted to calculate a normalized number.

 As discussed with our independent valuation
experts, the market multiples used in our calculation reflected the market capitalization as of the valuation date and trailing earnings for the twelve months then ended. Without clear insight into the business plan for these comparable companies,
we had no legitimate basis upon which to project a dollar amount of estimated earnings for the coming year. Similarly, given market dislocations and volatility in the second half of 2008, we concluded that analyst consensus earnings projections
would not be meaningful.

 [*** Redacted ***] Accordingly, we made a reasoned judgment that Step 2 of the impairment analysis
would not have produced materially different results from the Step 1 analysis.

4.
We note your response to prior comment 12 to our letter dated June 17, 2009 where you indicate that providing the carrying amount and estimated fair value for
each reporting unit where there is no indication of impairment provides competitive information about your businesses that could potentially impact competitive bidding in the event of any sale of any of your businesses. We continue to believe this
type of information is relevant as it provides more forward looking insight into the potential for impairment charges in the future. We believe that this information could be provided in such a way to reduce any competitive concerns; for example, in
future filings, please provide the fair value as a percentage of carrying value by reporting unit, for any reporting unit that is tested for impairment.

Response:
We will provide the fair value as a percentage of the carrying value by reporting unit when reporting units are tested for impairment. This information will be
provided within MD&A at least annually for all reporting units and more frequently for reporting units for which a Step 2 analysis is performed. We will continue to provide this information until the business environment improves and indicators
that the fair value of certain reporting units may be stressed no longer exist.

 Note 14 – Shareholders’ Equity and
Earnings per Common Share

 Preferred Stock, page 163

5.
We note your response to prior comment 13 to our letter dated June 17, 2009 regarding the methodology and assumptions for valuing the preferred stock issued to
the U.S. Treasury. It is still unclear to us why it is appropriate to assume the preferred stock is essentially perpetual in nature and thus use an eighty year life for the purposes of estimating the fair value of the Series N, Q and R preferred
securities. Please tell us the following:

a.
Tell us why using the current market yield of the instrument most similar to the Series N, Q and R securities, would not be sufficient for the purpose of trying to
capture the uncertainty in the marketplace about when the preferred shares would be redeemed, instead of also assuming that the preferred shares were essentially perpetual in nature.

Response:
Please see response to comment 5(b) below.

b.
Tell us the nature of any evidence obtained to support your assumption that market participant’s valuations would assume a perpetual life and not probable early
redemptions at the call date.

Response:
Bank of America Corporation (“Bank of America” or the “Corporation”) issued three series of Fixed Rate Cumulative Perpetual Preferred Stock
(“Series N, Q and R preferred stock”) with accompanying common stock warrants, to the U.S. Treasury in accordance with the Troubled Asset Relief Program (“TARP”). The Series N preferred stock was issued on October 28, 2008
pursuant to the Capital Purchase Program (“CPP”) and concurrently with seven other financial institutions. The Series Q preferred stock was issued on January 9, 2009, also pursuant to the CPP, but subsequent to the Corporation’s
acquisition of Merrill Lynch & Co., Inc. (“Merrill Lynch”). The terms of the Series N and Q preferred stock were negotiated and announced concurrently in October 2008. In contrast, the terms of the Series R preferred stock, which
was issued on January 16, 2009 pursuant to the Targeted Investment Program (“TIP”), were negotiated in January 2009.

 In order to assign a book value to the preferred stock and the corresponding warrants, we
estimated a fair value for each type of security separately, and then apportioned the total investment proportionately to the respective fair values in accordance with APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with
Stock Purchase Warrants (“the relative fair value method”). The difference between the initial book value and the redemption amounts of the preferred stock is being amortized over five years (Series N and Q) or ten years (Series R)
consistent with the guidance in Staff Accounting Bulletin Topic 5.Q., Increasing Rate Preferred Stock.

 These
transactions were negotiated and announced in October 2008 and January 2009, at a time of unprecedented market turmoil. In our response letter dated July 24, 2009, we included a graph which illustrated both the extreme volatility and tremendous
price declines followed by subsequent partial recoveries of similar preferred securities issued by Bank of America, Wells Fargo, Citi and JP Morgan from July 2008 to June 2009. Based on a review of that graph and the underlying data, prices ranged
from the mid-twenties to the mid-eighties, and theoretically, depen

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4720

September 18, 2009
   Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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 March 31, 2009 Filed May 7, 2009 Form 10-Q for the Period Ended June 30, 2009 Filed August 7, 2009

Dear Mr. Price,   We have reviewed your response letter dated July 24, 2009 and have the following additional comments.

Form 10-K for the fiscal year ended December 31, 2008

Notes to the Consolidated Financial Statements
 Note 10 – Goodwill and Intangible Assets, page 142

1. We note your response to prior comment 6 to our letter dated June 17, 2009.  Tell
us whether you provide the economic capital results by reporting unit to your Board of Directors or your banking regulator s, and if so, whether the results of
those calculations are consistent with the amounts used in your goodwill impairment analysis.  To the extent that the economic capital results are provided

Mr. Joe L. Price
Bank of America Corporation
September 18, 2009 Page 2
at a higher level (company-level, or legal entity level), please confirm that you are calculating the economic capital measures consistently with the way they are calculated for your goodwill impairment analysis.

2. We note your response to prior comment 5 to our letter dated June 17, 2009
regarding the fair value estimation process for the Business Lending reporting unit.  Your response indicates that as of October 31, 2008, you used a market approach to determine the fair value of this reporting unit.  However, your response letter also indicates that you performed an alternative calculation using an income approach, which appears to have been done solely as part of your process of responding to our letter.  Regarding this income approach performed, please tell us how many years your analysis projected into the future and tell us the key assumptions used in this analysis.  Also, tell us whether you plan to continue to perform an income approach (in addition to a market approach) when valuing your reporting units in the future.

3. We note your response to prior comment 5 to our letter dated June 17, 2009
regarding your goodwill impairment testing of the Capital Markets and Advisory Services (CMAS) reporting unit.  Your response indicates that you used a market approach to determine the fair value of the reporting unit, whereby three estimates of fair value were calculated based on earnings multiples, tangible common equity multiples, and total book common equity multiples, and then you weighted them approximately evenly.  Given the wide disparity of earnings multiples for the comparable companies, and the fact that you would have failed Step 1 of the goodwill impairment test had the earnings multiple approach not been weighted in your determination of fair value, please tell us why you believe it was not necessary to perform Step 2 of the goodwill impairment test as you did for certain other reporting units where the difference between the fair value and carrying value of the reporting units was not significant.  Also, tell us why you used projected 2009 income instead of trailing income as you have done in other scenarios and confirm that the selected multiples used are forward multiples (i.e. utilizing a market capitalization as of the valuation date and projected 2009 income).

4. We note your response to prior comment 12 to our letter dated June 17, 2009 where you indicate that providing the carrying amount and estimated fair value for each reporting unit where there is no indication of impairment provides competitive information about your businesses that could potentially impact competitive bidding in the event of any sale of any of your businesses. We continue to believe this type of information is relevant as it provides more forward looking insight into the potential for impairment charges in the future.

Mr. Joe L. Price
Bank of America Corporation
September 18, 2009 Page 3
We believe that this information could be provided in such a way to reduce any competitive concerns; for example, in future filings, please provide the fair value as a percentage of carrying value by reporting unit, for any reporting unit that is tested for impairment.

Note 14 – Shareholders’ Equity and Earnings per Common Share

Preferred Stock, page 163
5. We note your response to prior comment 13 to our letter dated June 17, 2009 regarding the methodology and assumptions for valuing the preferred stock issued to the U.S. Treasury.  It is still unclear to us why it is appropriate to assume the preferred stock is essentially perpetual in nature and thus use an eighty year life for the purposes of estimating the fair value of the Series N, Q and R preferred securities.  Please tell us the following:
a. Tell us why using the current market yield of the instrument most similar to the Series N, Q and R securities, would not be sufficient for the purpose of trying to capture the uncertainty in the marketplace about when the preferred shares would be redeemed, instead of also assuming that the preferred shares were essentially perpetual in nature.
b. Tell us the nature of any evidence obtained to support your assumption that market participant’s valuations would assume a perpetual life and not probable early redemptions at the call date.
c. Tell us whether you have ever had perpetual preferred securities where you did not elect to redeem at the earliest possible contractual call date.
d. Tell us whether you would obtain a materially different valuation on the Series N, Q and R preferred securities if you assumed the probable early redemptions at the first call date.
 Form 10-Q for the period ended March 31, 2009

 Note 10- Goodwill and Intangible Assets, page 43

6. We note your response to prior comment 15 to our letter dated June 17, 2009.  It
is still unclear to us how you concluded that it was not necessary to test additional reporting units for impairment as of March 31, 2009 in light of your $23 billion decline in market capitalization from December 31, 2008, and the fact that the only two reporting units tested as of March 31, 2009 actually increased by $6.7 billion during this period, thus not appearing to explain any of the cause of the drop in market capitalization.  Your response provides extremely high level factors that you believe contributed to the decline in the market capitalization, but it is unclear how these factors overcome the presumption that additional reporting units should be tested for impairment.  In this regard, it is unclear when several of your other reporting units would ever have triggers for impairment testing.  For

Mr. Joe L. Price
Bank of America Corporation
September 18, 2009 Page 4
each of the other reporting units that you did not perform impairment testing as of March 31, 2009, please tell us whether the monthly or quarterly earnings at those reporting units was increasing or decreasing and whether any significant asset write-downs occurred.

7. We have reviewed the supplemental information provided as part of Exhibit A
and have the following general questions on the information provided:
a. Tell us how the fair value ranges were selected for each reporting unit. Additionally, please tell us which value indication was used in your Step 2 goodwill impairment calculation for the Card Services and Consumer Real Estate reporting units.
b. Please explain the balance sheet data provided for Business Lending, Deposits & Student Lending and Premier Banking & Investments, including the significant differences between the reporting units’ assets and liabilities.  Please refer to Exhibit 2.1 for one example of the balance sheet data that we would like to be analyzed.
c. We note that amount disclosed in the supplemental information for total economic capital as of October 31, 2008.  Please tell us how this amount compares to total shareholders’ equity as of October 31, 2008.

8. We have reviewed the supplemental information provided as part of Exhibit A
and have the following questions related to the Capital Markets and Advisory Services (CMAS) valuation performed:
a. Tell us how the “normalized” trailing twelve months of earnings data was estimated and why you believe it is appropriate to use in the valuation of this reporting unit.
b. Tell us whether a similar normalization calculation for the trailing twelve months of earnings was prepared for the comparable companies when calculating the price-to-earnings multiples.  If so, please tell us how this was estimated and if not, please explain why not.
c. Given the range of comparable price-to-earnings multiples and the limited number of comparable multiples to choose from, please tell us how you ultimately chose the multiple used.

9. We have reviewed the supplemental information provided as part of Exhibit A and have the following questions related to the Consumer Real Estate valuation performed:
a. Tell us how the “normalized” trailing twelve months of earnings data was estimated and why you believe it is appropriate to use in the valuation of this reporting unit.

Mr. Joe L. Price
Bank of America Corporation
September 18, 2009 Page 5
b. Tell us whether a similar normalization calculation for the trailing twelve months of earnings was prepared for the comparable companies when calculating the price-to-earnings multiples.  If so, please tell us how this was estimated and if not, please explain why not.

10. We have reviewed the supplemental information provided as part of Exhibit A
and have the following questions related to the Treasury Services valuation performed:
a. Please provide a detailed description of this reporting unit’s operations.
b. Please provide a detailed description of this reporting unit’s “other non-earning” assets shown on Exhibit 5.1 of the report.
c. Tell us why you selected a multiple based on a comparison of return on average assets (ROAA) and return on average equity (ROAE) given the amount of income of this reporting unit that is based on service and other non-interest income.
d. Tell us how you selected the comparable companies for this reporting unit.

11. We have reviewed the supplemental information provided as part of Exhibit A
and have the following questions related to the Card Services valuation performed:
a. Tell us how the “normalized” trailing twelve months of earnings data was estimated and why you believe it is appropriate to use in the valuation of this reporting unit.
b. Tell us whether a similar normalization calculation for the trailing twelve months of earnings was prepared for the comparable companies when calculating the price-to-earnings multiples.  If so, please tell us how this was estimated and if not, please explain why not.
c. Please clarify whether the selected multiples are based on the median of the comparable companies or based on the maximum multiples with a discount and explain how you determined the selected multiple was appropriate. Furthermore, if a discount was applied to the comparable company multiples,  please explain how the discount was determined.
d. Tell us how the low end of the value range was estimated on Exhibit 1.0 and tell us what equity value indication was utilized in your Step 2 impairment analysis.

Mr. Joe L. Price
Bank of America Corporation
September 18, 2009 Page 6  12. We have reviewed the supplemental information provided as part of Exhibit A for the Deposits and Student Lending valuation performed.  Please tell us how you selected and determined the weighting of the two value indications used in the analysis was appropriate in light of the fact that a different weighting may have led to a different conclusion on the results of Step 1 of the goodwill impairment test.

13. We have reviewed the supplemental information provided as part of Exhibit A for
the Premier Banking & Investments valuation performed.  Please provide us with additional detail of the “ALM/Other” co lumn on Exhibit 8.2 of the report.

14. We have reviewed the supplemental information provided as part of Exhibit A for
the US Trust valuation performed.  Please explain your basis for the multiples selected for this reporting unit compared to the selected multiples for the Premier Banking & Investments (it was noted that the same comparable companies were used to value these two reporting units).  Specifically, please elaborate on any quantitative analysis (including analysis of financial ratios) and qualitative analysis that was performed.
 Form 10-Q for the period ended June 30, 2009

 Consolidated Statements of Income, page 3

15. Considering the significance of your credit related impairment losses, please
revise your future filings to present total other than temporary impairment losses on the face of the income statement with  an offset for the portion of losses
recognized in other comprehensive income.  Refer to paragraphs 35-36 of FSP FAS 115-2.
    Note 8 – Securitizations

 Credit Card Securitizations, page 36

 16. We note your disclosure about the actions you took to address the recent decline in excess spread in your U.S. credit card securitization trust, including the trust's issuance of additional subordinated securities (Class D security) with zero stated rate of interest to you, and the decision for you to transfer "discount receivables"

Mr. Joe L. Price
Bank of America Corporation September 18, 2009 Page 7
to the trust for a stated period of time.  Your disclosure states that the transfer of "discount receivables" to the trust was permitted by the transaction documents.  Please tell us how you concluded that these actions did not invalidate qualifying SPE status of your credit card securitization trust, and in particular paragraph 35(b) and the requirement that the QSPE's permitted activities be both significantly limited and be entirely specified in the legal documents that established the SPE or created the beneficial interests in the transferred assets that it holds.

* *  *  *  *
  Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  You may contact Sharon Blume, Assistant Chief Accountant, at (202) 551-3474 or me at ( 202) 551-3872 if you have questions regarding
our comments.
Sincerely,    Hugh West Accounting Branch Chief

CORRESP
1
filename1.htm

SEC 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.

 July 24, 2009

 Mr. Hugh West

 Accounting Branch Chief

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

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 March 31, 2009

Filed May 7, 2009

 Dear Mr. West:

 We have received and reviewed your letter dated June 17, 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-K for the fiscal year ended December 31, 2008

 Notes
to Consolidated Financial Statements

 Note 8 – Securitizations

 Credit Card Securitizations, page 136

1.

We have reviewed your response to prior comment four from our letter dated April 14, 2009. In your response, you state that under the Emeralds program, the Master Trust
(“trust”) may issue up to $8.0 billion of Commercial Paper (“CP”). Further, we note your disclosure that the Corporation held $5.0 billion of investment grade securities in AFS debt securities issued by the trust due to
illiquidity in the marketplace (indicating that you were required to buy maturity notes because the extended notes did not renew). Please tell us and revise your future filings to disclose whether the remaining $3 billion of CP issued by the trust
is being rolled into new CP or if the CP has become extended notes. If extended notes, please revise to disclose your expectation with respect to whether you expect the notes to be renewed or if the Corporation will have to take on an additional $3
billion in maturity notes under its liquidity commitment. Provide us with your proposed future disclosure.

 *  Amount that may be issued by the trust under the Emerald CP program should have been reported as $8.8
billion.

Response:

None of the notes issued under the Emerald CP program (“Emeralds”) as of December 31, 2008 are Extended Notes or Maturity Notes. Of the $8.8 billion of Emeralds CP that was
outstanding at December 31, 2008, we held $5.0 billion on balance sheet that was classified in available for sale (“AFS”) debt securities and third parties held the other $3.8 billion. As the Emeralds CP matures, we continue to offer
to sell the newly-issued Emeralds CP to market participants. However, we may purchase the newly-issued Emeralds CP if it is not purchased by third parties. It is our expectation that we will continue to acquire Emeralds CP for the foreseeable
future, or until the market dislocation has ended. The “illiquidity in the marketplace” that we disclosed in connection with our investment is a reference to difficulties the trust experienced in issuing Emeralds CP, principally due to
negative investor sentiment toward extendible securities in general that arose during the recent market dislocations. This negative sentiment reduced but did not completely eliminate the investor base.

We do not expect any Emeralds CP to be extended nor do we expect the trust to issue any maturity notes in the foreseeable future. In future disclosures, we will clarify that the
“investment grade securities” held on balance sheet are in the form of Emeralds CP. We will also disclose the total amount of CP that may be issued under the Emeralds program.

Proposed disclosure:

During 2008, the Corporation entered into a liquidity support agreement related to the Corporation’s commercial paper program that obtains financing by issuing tranches of commercial
paper backed by credit card receivables to third party investors from a trust sponsored by the Corporation. Due to illiquidity in the marketplace, the Corporation held $4.7 billion and $5.0 billion of the outstanding commercial paper as of
June 30, 2009 and December 31, 2008, respectively, which is classified in AFS debt securities on the Consolidated Balance Sheet. The maximum amount of commercial paper that can be issued under this program given the current level of
liquidity support is $8.8 billion, all of which was outstanding as of June 30, 2009 and December 31, 2008. If certain conditions set forth in the legal documents governing the trust are not met, such as not being able to reissue the
commercial paper due to market illiquidity, the commercial paper maturity dates will be extended to 390 days from the original issuance date. This extension would cause the outstanding commercial paper to convert to an interest-bearing note, and
subsequent credit card receivable collections would be applied to the outstanding note balance. If any of the interest-bearing notes are still outstanding at the end of the extended maturity period, the liquidity commitment obligates the Corporation
to purchase maturity notes from the trust in order to retire the interest-bearing notes. As a maturity note holder, the Corporation would be entitled to the remaining cash flows from the collateralizing credit card receivables. As of June 30,
2009 and December 31, 2008, none of the commercial paper had been extended and there were no maturity notes outstanding.

2.

Please tell us and revise your future filings to disclose whether the other liquidity providers hold debt senior to the $5.0 billion AFS debt securities you hold and quantify the amount of
subordinated securities to support why you believe your investment is fully recoverable. Provide us with your proposed future disclosure.

Response:

No securities issued by the trust are senior in priority to the Emeralds CP which, as noted in our response to Comment #1, comprise all of the $5.0 billion AFS debt securities held as of
December 31, 2008.

To the best of our knowledge, none of the other liquidity providers hold Emeralds CP. As of December 31, 2008, other securities issued by the trust included $62.9 billion of Class A
Notes, which are pari passu in priority with the Emeralds CP, and $11.3 billion of subordinate Class B and Class C Notes. Of this amount, Class C Notes with an aggregate par value of $662 million provided support to the Emeralds CP. The Class B
Notes and the remaining Class C Notes provided support to the Class A Notes. In addition, on March 2, 2009 a subordinate Class D certificate was issued that currently has a par value of $7.7 billion, $890 million of which provides support
to the Emeralds CP.

In addition to the subordination provided by the Class C Notes and the Class D certificate, the recoverability of the Emeralds CP depends on the impact of various trust performance triggers.
For example, as discussed in our previous letter, the trust must maintain a three-month average excess spread (that is, finance charge and fee collections minus interest expense, servicing fees and credit losses) of at least 2% to issue new Emeralds
CP. If this target is not met or certain other Emeralds CP issuance criteria are not complied with, an early amortization event with respect to the Emeralds CP occurs. For trust securities other than the Emeralds CP, the trust must maintain a
three-month average excess spread of at least 0% (that is, excess spread cannot be negative), or those trust securities will enter into early amortization. As a result, the excess spread performance trigger would likely cause an early amortization
event with regard to the Emeralds CP before it causes an early amortization event with regard to other trust securities.

Following an early amortization event for the Emeralds CP, principal cash collections on the trust receivables that are allocable to the Emeralds CP are accumulated and used to repay the
maturing Emeralds CP. For any month, the amount of principal collections allocable to Emeralds CP will vary depending primarily on the aggregate amount of actual principal collections from the trust receivables and the amount of other trust
securities maturing in the twelve months following the date of measurement. For example, if there had been an early amortization event with respect to the Emeralds CP in December 2008 and no early amortization event with respect to other trust
securities, principal collections allocable to Emeralds CP in January 2009 would have been sufficient to repay all outstanding Emeralds CP. As a result of this allocation of principal collections, along with the subordination of Class C Notes
and Class D Certificates, the Corporation believes that our investment in Emeralds CP is fully collectible.

Please see our response to Comment #1 for our proposed disclosures.

Multi-Seller Conduits, page 139

3.

We note your disclosure regarding the collateral percentages of the Corporation’s unconsolidated conduit liquidity commitments. Please revise your future filings to also quantify the
dollar amounts of collateral. Additionally, revise to state if true, that these amounts represent amounts drawn on the facility.

Response:

We will revise future filings to include the dollar amounts, in addition to percentages of collateral underlying the Corporation’s liquidity commitments to unconsolidated conduits. The
disclosed amounts pertain to total commitments, not amounts drawn on the liquidity facilities. We will revise the disclosure in future filings to clarify this point.

 Note 10 – Goodwill and Intangible Assets, page 142

4.

We note your response to comment 6 to our letter dated April 14, 2009 where you indicate that you use the reporting units’ economic capital as a proxy for the carrying amount for
the reporting units in your goodwill impairment tests. Please respond to the following:

 •             Tell us in more detail how you allocated
goodwill to your reporting units.

Response:

Under Statement of Financial Accounting Standards No. 141, “Business Combinations” (“FAS 141”), Bank of America allocated goodwill to the reporting units that
we expected to benefit from the combined companies’ synergies. We used a pro-rata allocation based upon projections of post-acquisition net income for the affected reporting units. After the adoption of Statement of Financial Accounting
Standards No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), and consistent with the guidance in Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,”
(“FAS 157”), we included the synergies that market participants would consider in the allocation of goodwill to the reporting units.

 •             If a reporting unit has more goodwill, is
the economic capital allocated to it likely to increase or decrease, all other things being equal?

Response:

There is a direct relationship between the amount of goodwill attributable to a reporting unit and the amount of economic capital assigned to the reporting unit. Economic capital consists of
two separate components: an amount designed to cover economic risk associated with the activities of the unit and an additional amount equal to 100% of goodwill and 20% of other intangible assets of the unit. The economic risk component is allocated
to the reporting unit in proportion to its credit, country, market, operational and strategic risks to ensure a standard of solvency for the business consistent with the Corporation’s target credit rating and risk appetite. The goodwill and
intangibles component largely reflects the considerable regulatory capital penalty for these assets. Because the total economic capital is directly related to the amount of goodwill assigned to the business, our capital methodology by definition
provides a greater allocation to reporting units with larger amounts of goodwill.

Rule 83 confidential treatment request made by Bank of America Corporation

 •            Tell us whether you reconcile economic capital to
the total book value of the company as a whole, and if so, the results of this analysis. If not, tell us why you do not believe this reconciliation is necessary.

Response:

Although we compare economic capital to the total book value of the Corporation as a whole, we have not historically relied upon this comparison to manage capital levels. Instead, as
discussed below, we have relied upon a comparison of economic capital to Tier 1 capital, which we view as an alternative measure of available financial resources to cover risk.

The table below sets forth our comparison of economic capital to total shareholders’ equity for the Corporation as a whole. As described in our response to the preceding bullet, total
economic capital consists of two separate components: an amount designed to cover economic risk and an additional amount based on the amount of goodwill and other intangible assets of the unit.

[*** Redacted ***]

At December 31, 2008, economic capital was relatively close to the amount of total shareholders’ equity. However, economic capital may be greater than or less than total
shareholders’ equity depending on the mix of assets and liabilities as well as other facts and circumstances. For example, proceeds from the issuance of common stock may be temporarily invested in cash and cash equivalents, which require no
economic capital. As a result, shareholders’ equity will increase but economic capital will not.

We also allocate economic capital to the All Other segment. This segment includes our treasury function and certain non-core businesses such as Principal Investing. Approximately $1 billion
of goodwill is allocated to All Other, principally allocated to a non-core trust services reporting unit based on an appraisal of that reporting unit as of October 1, 2007, the time of acquisition. At December 31, 2008, total economic
capital allocated to each of the business segments was as follows:

[*** Redacted ***]

Economic capital is our internal estimate of capital required to support a reporting unit, considering that unit’s unique risk profile and its contribution to consolidated enterprise
risk. We use economic capital for risk management, capital adequacy assessment and reporting unit risk-adjusted performance management purposes. The calculation methodology is applied on a consistent basis to all reporting units and is subject to
internal controls and management oversight to ensure the integrity of the process.

On a quarterly basis we also compare our economic capital to Tier 1 Capital. Tier 1 Capital is another risk-based capital measure that has been adopted by the Board of Governors of the
Federal Reserve System to assist in the assessment of capital adequacy of member banks. This provides us with a relevant and meaningful comparison of our internal measures to an objective regulatory measure. The comparison is made to assess whether
changes in economic capital are reasonable and consistent both in terms of direction and magnitude.

 •            We note your response indicates that you believe
using economic capital to measure the carrying value of the reporting units is a “conservative approach” but please tell us how you concluded that this methodology would not underestimate or overestimate the carrying amount of the
reporting unit.

Response:

Reporting units are not established as separate legal entities. Therefore, the Corporation does not maintain separate records based on U.S. GAAP at the reporting unit level and does not
calculate total equity at the reporting unit level. However, had we maintained separate legal entity records for each reporting unit, we would have managed capital levels of the reporting units based on our current economic capital methodology, and
we would have adjusted capital according to that methodology.

We believe that on an overall basis, using economic capital to measure the carrying value of the reporting units is appropriate

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4720

June 17, 2009
   Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC  28255
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 March 31, 2009 Filed May 7, 2009

Dear Mr. Price,   We have reviewed your response letter dated May 8, 2009 and have the following  additional comments.    Form 10-K for the fiscal year ended December 31, 2008

 Notes to Consolidated Financial Statements

 Note 8 – Securitizations

Credit Card Securitizations, page 136

1. We have reviewed your response to prior comment four from our letter dated
April 14, 2009.  In your response, you state that under the Emeralds program, the Master Trust (“trust”) may issue up to $8.0 billion of Commercial Paper (“CP”).  Further, we note your disclosure that the Corporation held $5.0 billion of investment grade securities in AFS debt securities issued by the trust due to illiquidity in the marketplace (indicating that you were required to buy maturity notes because the extended notes did not renew).  Please tell us and revise your

Mr. Joe L. Price
Bank of America Corporation
June 17, 2009 Page 2
future filings to disclose whether the remaining $3 billion of CP issued by the trust is being rolled into new CP or if the CP has become extended notes.  If extended notes, please revise to disclose your expectation with respect to whether you expect the notes to be renewed or if the Corporation will have to take on an additional $3 billion in maturity notes under its liquidity commitment.  Provide us with your proposed future disclosure.
 2. Please tell us and revise your future filings to disclose whether the other liquidity providers hold debt senior to the $5.0 billion AFS debt securities you hold and quantify the amount of subordinated securities to support why you believe your investment is fully recoverable.  Provide us with your proposed future disclosure.
  Multi-Seller Conduits, page 139

 3. We note your disclosure regarding the collateral percentages of the Corporation’s
unconsolidated conduit liquidity commitments.  Please revise your future filings to also quantify the dollar amounts of collate ral.  Additionally, revise to state if
true, that these amounts represent amounts drawn on the facility.
 Note 10- Goodwill and Intangible Assets, page 142

 4. We note your response to comment 6 to our letter dated April 14, 2009 where you indicate that you use the reporting units’ economic capital as a proxy for the carrying amount for the reporting units in your goodwill impairment tests.  Please respond to the following:

• Tell us in more detail how you allocated goodwill to your reporting units.
• If a reporting unit has more goodwill, is the economic capital allocated to it likely to increase or decrease, all other things being equal?

• Tell us whether you reconcile economic capital to the total book value of the company as a whole, and if so, the results of this analysis.  If not, tell us why you do not believe this reconciliation is necessary.

• We note your response indicates that you believe using economic capital to measure the carrying value of the reporting units is a “conservative approach” but please tell us how you concluded that this methodology would not underestimate or overestimate the carrying amount of the reporting unit.

• We note your response indicates that you update economic capital on a quarterly basis.  Please tell us whether the values determined vary
 2

Mr. Joe L. Price
Bank of America Corporation
June 17, 2009 Page 3
significantly from quarter to quarter, and if so, why you believe this is appropriate and consistent with the guidance in paragraphs 32-33 of SFAS 142.

• Tell us in more detail how you concluded that the economic capital amount represented a good proxy for the carrying value of each reporting unit.  For example, as the various risks change for each reporting unit, the economic capital amount would change accordingly. How did you conclude that the carrying values of the assets in the reporting unit, had the legal books been separately maintained at that level, would change similarly, particularly since the carrying value of the reporting unit would likely be based on a mix of fair value and amortized costs measurements?

• Tell us how any off-balance sheet risk, if any, is incorporated in the economic capital values, and how you concluded that any effect is appropriate.

• Tell us in more detail how you believe you can perform Step 2 of the goodwill impairment analysis when for purposes of Step 1 of the goodwill impairment test you are not actually considering the separate assets and liabilities of the reporting unit, but are instead just calculating the economic capital amount as a proxy.

5. We note your response to prior comment 6 to our letter dated April 14, 2009 where you provide information about the fair values and carrying values of your reporting units as of June 30, 2008 and October 31, 2008.  Please respond to the following:

• Tell us why the fair value of the Business Lending reporting unit increased by $5.7 billion from June 30, 2008 to October 31, 2008.  As part of your response, discuss any specific key assumptions that changed and why, as well as whether there were any changes to the valuation techniques used.  If the valuation technique changed, tell us whether you investigated further as to whether the increase in fair value was appropriate, and would have resulted had a similar methodology been used from period to period.

• Tell us why the fair value of the Columbia Management reporting unit
increased by $2.4 billion from June 30, 2008 to October 31, 2008, particularly in light of the fact that the carrying amount of the reporting unit decreased by $1.7 billion during the same time period.  Discuss any specific key assumptions that changed and why, as well as whether there were any changes to the valuation techniques used.  If the valuation technique changed, tell us whether you investigated further as to whether the increase in fair value was
 3

Mr. Joe L. Price
Bank of America Corporation
June 17, 2009 Page 4

• In light of the thin cushion between the fair value and carrying value of the Capital Markets and Advisory Services reporting unit as of October 31, 2008, please tell us why you did not perform Step 2 of the goodwill reporting analysis.  In this regard, we note that under a “stressed” scenario that you performed for other reporting unit(s) (i.e. Card Services), it appears quite likely this reporting unit would fail Step 1 of the goodwill impairment test.

• Your response indicates that you used the income approach to determine the fair values of each of your reporting units as of June 30, 2008.  Your response also notes that due to market conditions, you determined that an alternative valuation to the income approach, the market approach, would provide further validity of the fair values of the reporting units as of October 31, 2008.  Please clarify whether you used both the income and market approach as of October 31, 2008, and if so, the weighting of each approach, or whether you solely used the market approach.  To the extent that you only used one valuation technique, tell us how you concluded this was appropriately, particularly in light of the guidance in paragraph 19 of SFAS 157 and given your historical
practice of using an income approach to determine the fair value of your reporting units.

6. We note your response to prior comment 6 to our letter dated April 14, 2009 where you discuss that as of December 31, 2008 you only performed an impairment test on the Mortgage, Home Equity and Insurance Services (MHEIS) and Card Services reporting units.   Please elaborate on your decision to only test these two reporting units for impairment in light of your approximate $40 billion decline in market capitalization. (or approximately 40% decline in value) from October 31, 2008 to December 31, 2008.  In this regard, we note that the fair values of these two reporting units only declined by approximately $5 billion at those two dates.  As part of your response, please discuss the factors and reporting units that you believe were the cause of the decline in market capitalization, and how you concluded that it was reasonable not to test any of the other remaining reporting units for impairment as of December 31, 2008.
 7. We note your response to prior comment 6 to our letter dated April 14, 2009 where you discuss your methodology used to perform Step 2 of the goodwill impairment test for Card Services.  On page 16 of your response, you indicate the key methodology used.  Tell us how in determining the fair value of the reporting unit for Card Services as described on pages 16-17 you ensure not to double count any assets.  Please ensure your response discusses the specific processes entailed,
 4

Mr. Joe L. Price
Bank of America Corporation
June 17, 2009 Page 5
and how this methodology interacts with the use of the economic capital approach in coming up with the carrying value of your reporting units.
 8. We note your response to prior comment 6 to our letter dated April 14, 2009 where you discuss the sensitivities of performing Step 2 of the goodwill impairment test for MHEIS and the fact that the loans and debt are the most sensitive and material fair values.  On page 23 of your response, you discuss that the estimated fair value of the loan portfolios is intended to approximate an exit price that a marketplace participant would pay in an orderly transaction, including a market liquidity discount.  However, based on disclosures made in the pro forma financial statements filed for Countrywide, your disclosure indicates that the non-impaired loans were recorded at the present value of amounts to be received at current interest rates, with the allowance also carried over.  Please clarify how the Step 2 goodwill impairment test was performed and discuss whether you believe it was similar to how the original purchase price allocation was performed for the Countrywide acquisition.
 9. We note your response to prior comment 6 to our letter dated April 14, 2009 where you indicate that you engaged an independent third party to assist in performing the goodwill impairment tests.  Please supplementally provide us with a copy of the valuation reports issued by the valuation firm for the tests performed as of October 31, 2008 and December 31, 2008.
 10. We note your response to prior comment 6 to our letter dated April 14, 2009 where you indicate that you compared the market capitalization of the Company to the total fair value of the reporting units in the fourth quarter of 2008, and that the analysis indicated control premiums ranging from 48% to over 100% depending on the dates incorporated into the analysis.  Please tell us whether, and how, the “All Other” reporting unit was considered in this analysis in light of your disclosure on page 12 of the response where you do not appear to have fully determined the fair value of this reporting unit.  Furthermore, please provide a more detailed response regarding your analysis of the implied control premium range of 48% to over 100% including both qualitative and quantitative supporting analysis.
 11. We note your response to prior comment 7 to our letter dated April 14, 2009 where you discuss the significant assumptions for MHEIS and Card Services.  Please respond to the following:
 5

Mr. Joe L. Price
Bank of America Corporation
June 17, 2009 Page 6
• You state that the annual growth rate assumed for both MHEIS and Card Services was based on management’s long-term projections.  Please tell us what your historical growth rate was for each of these reporting units over both a 5 year and 10 year period.

• You state that the base cash flows for MHEIS were based on the net income for the twelve months ending June 30, 2008 with a normalized provision for loan losses which was calculated based on total assets of MHEIS as of June 30, 2008 and the weighted average percentage ratio of the provision to total assets for the 2005, 2006 and 2007.  Please tell us whether you assumed this normalized provision for all of the 10 years of the projected cash flows.  If so, please tell us how you concluded this is reasonable given the known or likely knowable stresses that will occur over this 10 year future period.

• We note the significant increase (21%) in book value multiples from October 31, 2008 to December 31, 2008.  As part of your response, please tell us whether any of the market comparable companies included in the analyses at either date changed, and if so, why.

• You state that the selected control premium assumption utilized in the market approach for the MHEIS and Card Services reporting units was 30% and 25% respectively. Please provide us with a schedule that supports this assumption and tell us how you reconciled this assumption with the implied control premium range of 48% to over 100% discussed above.

12. We note your response to prior comment 7 to our letter dated April 14, 2009 where you discuss the proposed disclosure you would include in future filings about goodwill.  Please respond to the following:

• We believe the most relevant disclosure would be the disclosure of goodwill, carrying value and estimated fair value for each reporting unit, and not simply the reporting units where the Company was required to perform Step 2 of the impairment analysis.  For example, the staff believes this disclosure is relevant as it provides more forward looking insight into the potential for impairment charges in the future.

• Your response indicates that you would propose to “qualitatively” discuss the significant assumptions and when impairment to goodwill may be required based on changes to these assumptions.  The staff believes that this disclosure should be very specific to be the most relevant.  For example, the staff believes the disclosure should be similar to your discussion on page 22 of your response where you indicate that a 100 basis point increase in the discount rate of a specific reporting unit could case the fair value to be below
 6

Mr. Joe L. Price
Bank of America Corporation
June 17, 2009 Page 7
the carrying value, or that a 325 basis point decline in perpetual growth rate could do so, and identify the reporting unit.

• Since you perform a reconciliation analysis of the total fair value of your reporting units to your market capitalization, please discuss the results of this analysis, the implied control premium that results, and management’s conclusion as to how the implied premiums were reasonable.
Note 14 – Shareholders’ Equity and Earnings Per Common Share

Preferred Stock, page 163
 13. We have reviewed your response to prior comment eight from our letter dated April 14, 2009.  Please provide us with the following additional information regarding the accounting for your preferred stock issued to the U.S. Treasury:

• You state that in order to determine the fair value of the Series N and Q preferred shares, you discount the cash flows from the contractual dividends over an 80 year period.  Please explain why you believe your fair value methodology using an 80 year period is appropriate, in light of your assumption that the shares have a five year life.

• Similar to the above, for the Series R preferred shares, explain in greater
detail why you believe your fair value methodology using an 80 year life is appropriate, given your assumption that the shares have a ten year life.

• You state that when accreting the discount on the preferred shares, you will
use a straight-line convention as a practical expedient for the effective interest method.  Please confirm to us that there are no material differe

CORRESP
1
filename1.htm

Response to SEC Comment Letter

 McGuireWoods LLP

 201
North Tryon Street

 Charlotte, NC 28202

 Phone:
704.343.2000

 Fax: 704.343.2300

 www.mcguirewoods.com

 VIA EDGAR

 June 9, 2009

 Mr. Nicholas P. Panos, Esq.

 Mr. Perry J. Hindin, Esq.

 Office of Mergers &
Acquisitions

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 One Station Place

 100 F Street, NE

 Washington, DC 20549-3628

Re:
Bank of America Corporation

 Schedule
TO-I

 Filed May 28, 2009

 Amendment Nos. 1 and 2 to Schedule TO-I

 Filed June 3 and June 9, 2009,
respectively

 Dear Mr. Panos and Mr. Hindin:

 We are submitting this letter on behalf of our client, Bank of America Corporation (the “Company”), in response to comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) set forth in its comment letter of June 4, 2009 with respect to the above-referenced Schedule TO-I. For your convenience, we have included your comments below in bold with our corresponding responses following each bold
comment. Any capitalized terms used in this letter but not defined have the meanings given to such terms in the Company’s Tender Offer Statement on Schedule TO-I, as amended. The Company has filed Amendment No. 2 to the above-referenced
Schedule TO-I with changes responsive to comment no. 4 of the Staff.

 Schedule TO-I

 Offer to Exchange

 General

1.
Please advise us whether you believe each of the series of Preferred Stock represented by the Depositary Shares is a separate class of subject security for purposes of Exchange
Act Rule 13e-4 and Regulation 14E.

 Response:

 The Company believes that each series of Preferred Stock represented by the Depositary Shares is a separate class of subject securities for purposes of
Exchange Act Rule 13e-4 and Regulation 14E. Although “class” is not defined specifically for these purposes, it is defined for other

 Almaty | Atlanta | Baltimore | Brussels | Charlotte | Charlottesville | Chicago | Jacksonville | London | Los Angeles

 New York | Norfolk | Pittsburgh | Raleigh | Richmond | Tysons Corner | Washington, D.C. | Wilmington

 Mr. Nicholas Panos

 Mr.
Perry J. Hindin

 June 9, 2009

 Page 2

 purposes under the Securities Exchange Act of 1934 (the “Exchange Act”). Section 12(g)(5) of the Exchange Act provides that, for purposes
of Section 12(g) of the Exchange Act, the term “class” includes “all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges.” In
determining whether different series of preferred stock are the same “class” for the purposes of Rule 144A under the Securities Act of 1933, in Release No. 33-6862, the adopting release for Rule 144A, the SEC stated that the test
under Rule 144A to determine whether securities would be of the same class would be the same test as under Section 12(g)(5) of the Exchange Act and would be interpreted in the same manner. The SEC went on to state that “preferred equity
securities will be deemed to be of the same class if their terms relating to dividend rate, cumulation, participation, liquidation preference, voting rights, convertibility, call, redemption and other similar matters are substantially
identical” (emphasis added). The foregoing terms of each series of Preferred Stock represented by the Depositary Shares are not substantially identical. In particular, in no case is the dividend rate for a series of Preferred Stock,
including with respect to the series of floating rate Preferred Stock, substantially identical to any other series. There are also various other differences among the series of Preferred Stock. These differences are borne out by the fact that each
of the series is valued differently by the market and trades at different prices on the New York Stock Exchange. The Company believes that as a result of these differences among the material terms of the different series of Preferred Stock and among
the rights and privileges enjoyed by the holders of the Depositary Shares representing the different series of Preferred Stock, including the dissimilarities in the dividend rates and the historical market prices among the series, the different
series of Preferred Stock do not meet the definition of class provided by Section 12(g)(5) of the Exchange Act and, therefore, each series is a separate class of securities for purposes of Exchange Act Rule 13e-4 and Regulation 14E.

2.
We note that the subject classes of securities in the Private Exchange Transactions are preferred stock. Please confirm that you will file a Schedule TO-I for these privately
negotiated exchange offers or provide us with your analysis as to why the privately negotiated exchange offers are not tender offers. Refer to Rule 13e-4(a)(1) and (2) and Rule 3a11-1.

 Response:

 The
Company submits that the exchange of newly-issued shares of Common Stock for preferred stock in the Private Exchange Transactions does not constitute a tender offer and therefore does not implicate Rule 13e-4(a). Although neither the Exchange
Act nor the rules promulgated thereunder define the term “tender offer,” case law has supplied two standards to assist in the determination of whether a transaction or series of transactions is a tender offer: (i) the “Wellman
Test” (see Wellman v. Dickinson, 475 F.Supp. 783 (S.D.N.Y. 1979), cited with approval in SEC Release No. 34-43069) and (ii) the “Hanson Test” (see Hanson Trust plc v. SCM Corp., 774 F.2d 47 (2d
Cir. 1985), cited id. at n. 3). The Company considered these tests in connection with the Private Exchange Transactions and believes that whether viewed under the relevant criteria of the eight factors of the Wellman Test or more generally from the
totality of the circumstances and the

 Mr. Nicholas Panos

 Mr.
Perry J. Hindin

 June 9, 2009

 Page 3

 need for the protection of the tender offer rules under the Hanson Test, the Private Exchange Transactions are not the type of transactions contemplated
by Rule 13e-4.

 The Wellman Test evaluates the following eight factors in determining whether a transaction may comprise a tender
offer: (i) whether there is an active and widespread solicitation of public security holders; (ii) whether the solicitation is made for a substantial percentage of the issuer’s securities; (iii) whether the offer is made at a
premium over the prevailing market price; (iv) whether the terms of the offer are firm rather than negotiable; (v) whether the offer is contingent upon the tender of a fixed minimum and perhaps subject to the ceiling of a fixed maximum
number of securities to be purchased; (vi) whether the offer is open for only a limited period of time; (vii) whether the offerees are subjected to pressure to sell; and (viii) whether the public announcements of a purchasing program
precede or accompany a rapid accumulation of large amounts of the target company’s securities. “These factors are simply broad guidelines. They are factors to be weighed not simply counted numerically.” (Thomas Lee Hazen, Treatise on
the Law of Securities Regulation, §11.4, 5th Ed. 2005).

 The negotiation of the Private Exchange Transactions, and the exchange of
preferred stock for common stock in those transactions, did not involve any active solicitation of holders of preferred stock by or on behalf of the Company. In many cases, the holder of the preferred stock initiated contact with the Company,
expressing an interest in an exchange transaction well in advance of the Company electing to pursue the Private Exchange Transactions. In no case was the agreement with respect to a particular Private Exchange Transaction put forth by the Company on
fixed terms, and the Company has not fixed a minimum or maximum number of securities to be exchanged in the Private Exchange Transactions. The provisions of these agreements, including the covenants and the consideration, were the result of
extensive negotiations among the Company, the holders and their advisors. The Company did not impose any time constraints on the negotiations with the holders of the preferred stock and the negotiations were in no way subject to any fixed deadline.
In all cases, the series of preferred stock exchanged in the Private Exchange Transactions are different from the series of preferred stock that are eligible for exchange in the Exchange Offer.

 With respect to the Hanson Test, the determination turns on whether, unless tender offer rules are followed, there will be a substantial risk that
offerees will lack information needed to make an educated investment decision. Each of the holders of the preferred stock exchanged to date in a Private Exchange Transaction is a large, highly-sophisticated institutional investor. In most cases, the
holders were funds represented by an investment advisor as well as internal or external legal counsel. None of these holders required any additional information prescribed by the tender offer rules in order to make an educated investment decision.

 Based on the foregoing, the Company respectfully submits that the exchanges of preferred stock in the Private Exchange Transactions do not
constitute a tender offer and therefore did not implicate Rule 13e-4.

3.
 We note that you intend to determine the Common Stock Average Price and the number of shares of Common Stock issuable for each exchanged Depositary Share on the
second

 Mr. Nicholas Panos

 Mr.
Perry J. Hindin

 June 9, 2009

 Page 4

 business day prior to the expiration of the offer. Please provide your analysis as to how use of this pricing mechanism does not result in the need to
extend the offer for 10 business days pursuant to Rule 14e-1(b).

 Response:

 Rule 14e-1(b) provides that no person making a tender offer shall increase or decrease the percentage of the class of securities being sought or the
consideration offered in the tender offer unless such tender offer remains open for at least ten business days from the date that notice of such increase or decrease is first published or sent or given to security holders. We do not believe that
Rule 14e-1(b) requires that the Exchange Offer be extended after the Common Stock Average Price, and the number of shares of Common Stock issuable for each exchanged Depositary Share, has been determined as disclosed in the Offer to Exchange since
use of this pricing mechanism does not result in either an increase or decrease in the consideration offered in the Exchange Offer, or an increase or decrease in the Depositary Shares for which the Company is tendering.

 With respect to the consideration being offered for the Depositary Shares in the Exchange Offer, the consideration issuable for each exchanged Depositary
Share is clearly set forth in the Offer to Exchange. The value of this consideration is expressed as a specified dollar amount per Depositary Share, and the currency in which this amount will be paid is identified as shares of Common Stock. The
determination of the Common Stock Average Price has no effect on the value of the consideration that the Company is offering for exchanged Depositary Shares or the currency in which the consideration will be paid. The purpose of the pricing
mechanism, pursuant to which the Common Stock Average Price will be determined, is to value the Common Stock for the purpose of determining the number of shares of Common Stock that will be equal to the fixed value of the consideration being offered
per Depositary Share. Both the specified value of consideration being offered per Depositary Share and the pricing mechanism for determining the shares of Common Stock that this consideration per Depositary Share will represent are fixed and will
not change during the period of the Exchange Offer. The determination of the Common Stock Average Price is made over a period of time that ends two business days prior to the scheduled Expiration Date so that the value of the Common Stock that
holders of exchanged Depositary Shares actually receive will not vary greatly from the value of the Common Stock that the holders would receive if the value were determined on the Expiration Date. The Company believes that the pricing mechanism used
in the Exchange Offer offers holders a reasonable balance between the objectives of providing the most current pricing of the consideration to be received as is practicable, while reducing price distortions that could occur if prices were
established at a single point in time. The use of the pricing mechanism will not result in any change to the consideration offered for each Depositary Share exchanged in the Exchange Offer.

 The Staff has previously granted no-action relief under Rule 14e-1(b) in connection with the use of a pricing mechanism similar to the pricing mechanism
being used by the Company, where both the securities subject to and offered in the exchange offer were listed on a national securities exchange, as is the case in the Exchange Offer. See, e.g., Lazard Freres & Co. (Aug.
11, 1995). In Lazard Freres & Co., use of this pricing mechanism was determined not to result in a change in

 Mr. Nicholas Panos

 Mr.
Perry J. Hindin

 June 9, 2009

 Page 5

 the consideration that would require an extension of the offer period under Rule 14e-1(b). As noted in Lazard Freres & Co., this pricing
mechanism provides offerees two business days to tender securities or withdraw previously tendered securities.

 The Staff has also
previously granted no-action relief with respect to Rule 14e-1(b) in modified Dutch auction issuer tender offers where the exact number of securities to be acquired in the tender offer was determined after the expiration of the offer. In those
tender offers in which the amount of the consideration per security was determined by way of a modified Dutch auction and the aggregate consideration to be paid was limited, the number of securities sought was not specifically identified until the
price to be paid per share was determined, i.e., the aggregate consideration was divided by the clearing price. See, e.g., Alliance Semiconductor Corporation (Sept. 22, 2006). A number of issuer tender offers have been conducted
in this manner. The pricing mechanism in the Company’s Exchange Offer provides holders considerably more certainty as to the consideration being offered than a modified Dutch auction issuer tender offer does. With respect to the Company’s
Exchange Offer, the other conditions under which modified Dutch auction issuer tender offers are permitted are satisfied (e.g., equal proration and withdrawal rights) or are not applicable (e.g., the minimum and maximum consideration,
since, in the Exchange Offer, the consideration per Depositary Share is fixed at a specified dollar value).

 With respect to the Depositary
Shares for which the Company is tendering, the method of determining the number of Depositary Shares that the Company is seeking to exchange in the Exchange Offer is disclosed in the Offer to Exchange and will remain fixed throughout the period of
the Exchange Offer. Specifically, the Company is seeking to exchange Depositary Shares having an aggregate liquidation preference that will result in the issuance of 200,000,000 shares of Common Stock valued at the Common Stock Average Price.
Although the exact aggregate liquidation preference of Depositary Shares to be exchanged will not be known until the Common Stock Average Price is determined, that aggregate liquidation preference being sought for exchange is not increased or
decreased at any time during the period of the Exchange Offer—it remains fixed at the amount that would result in the issuance of 200,000,000 shares of Common Stock valued at the Common Stock Average Price. The Company does not have any
discretion with respect to the number of Depositary Shares that it will accept for exchange. It is obligated, rather, under the terms of the Exchange Offer, to accept for exchange the number of Dep

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628  June 4, 2009

Via Facsimile (704.444.8779) and U.S. Mail

 Richard W. Viola, Esq. McGuireWoods LLP 201 N. Tryon Street Charlotte, NC 28202

RE: Bank of America Corporation  Schedule TO-I, as amended
Filed May 28 and June 3, 2009 File No. 005-12646

Dear Mr. Campbell:
We have limited our review of the filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise the filing in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand the Company’s disclosure.  After reviewing this information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.
The purpose of our review process is to assist the Company in the compliance with the
applicable disclosure requirements and to enhance the overall disclosure in the filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Schedule TO-I

Offer to Exchange

General

1. Please advise us whether you believe each of the series of Preferred Stock represented by the Depositary Shares is a separate class of subject security for purposes of Exchange Act Rule 13e-4 and Regulation 14E.

Richard W. Viola, Esq.
McGuireWoods LLP
June 4, 2009 Page 2  2. We note that the subject classes of securities in the Private Exchange Transactions are preferred stock.  Please confirm that you will file a Schedule TO-I for these privately negotiated exchange offers or provide us with your analysis as to why the privately negotiated exchange offers are not tender offers.  Refer to Rule 13e-4(a)(1) and (2) and Rule 3a11-1.
 3. We note that you intend to determine the Common Stock Average Price and the number of shares of Common Stock issuable for each exchanged Depositary Share on the second business day prior to the expiration of the offer.  Please provide your analysis as to how use of this pricing mechanism does not result in the need to extend the offer for 10 business days pursuant to Rule 14e-1(b).
 Conditions to the Exchange Offer, page 29

 4. We note the representation that the Company may assert the conditions regardless of the circumstances giving rise to such conditions.  Please revise to remove the implication that the offer conditions may be triggered through action or inaction by the Company.

5. We note in the last sentence of the last paragraph of this section the disclosure relating to the Company’s failure to exercise any of the rights described in this section.  This language suggests that if a condition is triggered and the Company fails to assert the condition, it will not lose the right to assert the condition at a later time.  Please note that when a condition is triggered and the Company decides to proceed with the offer anyway, we believe that this decision is tantamount to a waiver of the triggered condition(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, the Company may be required to extend the offer and recirculate new disclosure to security holders.  Please confirm the Company’s understanding that if an offer condition is triggered, it will notify shareholders whether or not it has waived such condition.
 Solicitation, page 37

 6. We note the disclosure in the fourth paragraph of this section.  If this language is intended to apply to holders of outstanding Depositary Shares located outside the United States, please note that the all-holders provision in Exchange Act Rule 13e-4(f)(8) applies equally to U.S. as well as non-U.S. target holders.  Refer to the interpretive guidance in section II.G.1. of SEC Release 33-8957.  Please either advise us as to how the Company is complying with the all-holders provision in Rule 13e-4(f)(8) or revise the disclosure here consistent with that rule.

Richard W. Viola, Esq.
McGuireWoods LLP
June 4, 2009 Page 3  Exhibit (a)(1)(D)

 7. We note the last two paragraphs of this press release regarding forward-looking statements and your reference to the Private Securities Litigation Reform Act of 1995.  We remind you that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer.  See Section 27A(b)(2)(C) of the Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov.  Please revise and refrain from referring to such safe
harbor provisions in any offers to exchange, future press releases or other communications relating to this tender offer.
 8. We also note the disclaimer that you do not undertake any obligation to update any forward-looking statements. This disclaimer is inconsistent with the requirements of General Instruction F of Schedule TO and your obligations under Rule 13e-4(e)(3) to amend the Schedule to reflect a material change in the information previously disclosed. Please confirm that the Company will avoid using this statement in all future communications.

* * *

As appropriate, please amend the filing in response to these comments.  You may wish to
provide us with marked copies of the amended filing to expedite our review.  Please furnish a cover letter with the amended filing that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing the amended filing and responses to our comments.
 In connection with responding to our comments, please provide, in writing, a statement
from the Company acknowledging that:
• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Richard W. Viola, Esq.
McGuireWoods LLP June 4, 2009 Page 4
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of the filing or in response to our comments on the filing.
 Please direct any questions to me at (202) 551-3444 or, in my absence, to Nicholas
Panos, Senior Special Counsel, at (202) 551-3266.  You may also contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers & Acquisitions

Mail Stop 4561

April 14, 2009
   Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tyron Street Charlotte, N. C.  28255
RE: Bank of America Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 Current Report on Form 8-K/A Filed March 3, 2009 File No. 001-06523

Dear Mr. Price,
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of  your proposed disclosures.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Joe L. Price
Bank of America Corporation
April 14, 2009 Page 2   Form 10-K for the fiscal year ended December 31, 2008

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Recent Events, page 16

 1. We note your narrative summarizing the assets covered under the loss sharing agreement.  In order to give the reader a better understanding of the risk level of the covered assets, please address the following in future filings:

• Consider revising your disclosure to discuss the quality of the covered assets.  For example, quantify the amount of impaired or nonperforming loans, the amount of subprime or Alt-A loans, and the amount of below investment grade securities, etc.; and
• To the extent possible, consider revising your various discussions of asset quality, investment portfolios, etc. to provide quantification of the amount of covered assets included in such presentations.  For example, in footnote 4 on page 127, you provide various disclosures about your derivative portfolio.  To the extent that certain of your derivatives are covered assets under the loss sharing agreement, quantify the amount of such covered assets.  Similarly, in footnote 5 on page 129 you provide various  disclosures about your investment
portfolio.  To the extent that certain of your investments in unrealized loss positions are covered assets, quantify the amount of those assets.

Table 5.  Five-Year Summary of Selected Financial Data, page 22

 2. In future filings, please consider revising your table to include net income available to common shareholders.
 Supplemental Financial Data

 Operating Basis Presentation, page 23

 3. We note your Non-GAAP presentations and the corresponding adjustments (Table 6, page 24) in arriving at an operating basis (e.g. operating earnings, operating efficiency ratio, operating return on equity, etc.).  We also note that there has been a recurring pattern of merger and restructuring charges (i.e. for the last five years), and would anticipate such charges recurring again in 2009 as a result of the Merrill Lynch acquisition.  Considering the recurrence of the charges, it is not clear how you have determined they are nonrecurring items.  Further, we do not see where you have provided sufficient disclosure to

Mr. Joe L. Price
Bank of America Corporation
April 14, 2009 Page 3
substantiate why the non-GAAP measures are useful to investors.  Please revise your future filings to remove all such references to the aforementioned Non-GAAP measures.  We refer you to Regulation 10(e) of Regulation S-K and the related Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures prepared by Staff Members in  the Division of Corporation Finance
(particularly question #9).
 Notes to Consolidated Financial Statements

 Note 8 - Securitizations

 Credit Card Securitizations, page 136

 4. We note you entered into a liquidity support agreement in the second half of 2008 related to your commercial paper program, and if certain criteria are met, the commercial paper maturity dates can be extended.  To help us better understand your liquidity commitment, please address the following:

• Explain in detail each of the criteria that would trigger the extension of the commercial paper maturity dates; and
• Tell us how you considered whether such actions would affect the entity’s status as a QSPE under SFAS 140.
 Note 9 - Variable Interest Entities

 Multi-Seller Conduits, page 139

 5. We note that during 2008, CDO investments in one of your unconsolidated conduits were downgraded or threatened with a downgrade, which resulted in your funding of these investments in a transaction that was accounted for as a secured borrowing.  Further, we note the Corporation will be reimbursed for any realized losses on these investments up to the amount of capital notes issued by the conduit.  Please tell us and revise your future filings to provide the following additional information:

• Explain in more detail how these investments were “funded” and why the related transaction was accounted for as a secured borrowing (cite the specific authoritative literature you used to support your accounting treatment);
• Quantify the amount of investments downgraded, amounts threatened to be downgraded, and amounts funded at December 31, 2008 (also provide this information through March 31, 2009, if available);
• Quantify the amount of capital notes issued by the conduit;
• Quantify your maximum exposure to loss; and

Mr. Joe L. Price
Bank of America Corporation
April 14, 2009 Page 4
• Explain how you considered whether the agreement to be reimbursed for losses up to the amount of capital notes issued by the conduit was a reconsideration event under paragraph 15 of FIN 46-R and tell us how this impacted your determination of whether the Corporation is the primary beneficiary of the VIE.
 Note 10 - Goodwill and Intangible Assets, page 142

 6. We note that both your annual impairment test (as of June 30, 2008) and your additional testing at year-end resulted in no goodwill impairment.  Please provide us with additional details regarding your tests performed (at both June 30, 2008 and December 31, 2008):

• Provide us with a list (in tabular format) of each reporting unit and identify the respective unit fair value, carrying amounts, and reporting unit goodwill;
• Identify each unit that was tested for impairment and discuss the specific technique used to determine unit fair value (for example, your disclosure indicates the Corporation evaluated the fair value of its reporting units using a combination of the market and income approach, using a range of valuations to determine the fair value of each reporting unit.  Explain this process in more detail);
• Your disclosure indicates that in performing the updated goodwill impairment analysis, the Mortgage, Home Equity and Insurance Services business failed the first step analysis and therefore the second step analysis was performed.  Further, you indicate that although not required, you also performed the second step analysis for the Card Services business.  Discuss any second step analyses you performed in more detail, including how you considered the fair value of your loans for this purpose, and any previously unrecognized intangible assets identified;
• For those reporting units that required second step testing, tell us whether you used a third party valuation firm to assist in the determination of fair value for your reporting units.  If so, tell us the type of report issued by the valuation firm, and how management used this information to arrive at the fair values ultimately used, including discussions of any adjustments made to the fair values discussed in any report obtained; and
• Tell us whether management performed any "reasonableness" test or validation procedures on the fair values assumed for the reporting units.  For example, tell us whether management reconciled the fair values of the reporting units to the market capitalization of the company, and if so, the results of such testing.

Mr. Joe L. Price
Bank of America Corporation
April 14, 2009 Page 5  7. In light of our comment above, provide us with (in tabular format) and disclose in future filings (e.g. within your goodwill and intangible assets section of MD&A on page 90), the following:

• For each reporting unit, provide a list of the significant assumptions used in your impairment testing for each respective period that testing was performed (i.e. annual and additional periods when applicable);
• Provide sensitivity analysis surrounding each of the assumptions; and
• Identify specifically (quantitatively and qualitatively based on the assumptions that you have used) at what point impairment of goodwill would be required.

Note 14 - Shareholders’ Equity and Earnings Per Common Share
 Preferred Stock, page 163

 8. Please tell us and revise your future filings to more clearly discuss the following regarding your issuances of preferred stock and warrants to the U.S. Treasury:

• How you determined the fair value of the preferred stock and the common stock warrants;
• The market rate (discount rate) used when deriving the fair value of the preferred stock;
• The methodology and assumptions used to calculate the fair value of the common stock warrants; and
• The method used to amortize the discount on the preferred stock.

Form 8-K/A filed March 3, 2009

Pro Forma Statements of Income, page 3

9. We note adjustment K was made primarily to record the accretion of historical Merrill Lynch fair value decreases recorded in OCI on available-for-sale investment securities, which increased interest income by approximately $1.4 billion for the year ended December 31, 2008.  Please address the following:

• Explain in greater detail why this adjustment was made;
• Explain why it was not included in the pro forma adjustments made in your Form S-4/A filed on October 29, 2008; and
• Explain how this adjustment is consis tent Article 11 of Regulation S-X (i.e.
directly attributable, factually supportable, and expected to have a continuing impact).

Mr. Joe L. Price
Bank of America Corporation April 14, 2009 Page 6

* *  *  *  *
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Sharon Blume, Assistant Chief Accountant, at (202) 551-3474
or me at (202) 551-3872 if you have questions regarding our comments.

Sincerely,    Hugh West Accounting Branch Chief

CORRESP
1
filename1.htm

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.

 May 8, 2009

 Mr. Hugh West

 Accounting Branch Chief

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:

 Bank of America Corporation

 Form 10-K for the
Fiscal Year Ended December 31, 2008

 Filed February 27, 2009

 Current Report on Form 8-K/A Filed March 3, 2009

 File No. 001-06523

 Dear Mr. West:

 We have received and reviewed your letter dated April 14, 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-K for the
fiscal year ended December 31, 2008

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

Recent Events, page 16

1.
We note your narrative summarizing the assets covered under the loss sharing agreement. In order to give the reader a better understanding of the risk level of the covered
assets, please address the following in future filings:

•

 Consider revising your disclosure to discuss the quality of the covered assets. For example, quantify the amount of impaired or nonperforming loans, the amount
of subprime or Alt-A loans, and the amount of below investment grade securities, etc.; and

•

 To the extent possible, consider revising your various discussions of asset quality, investment portfolios, etc. to provide quantification of the amount
of covered assets included in such presentations. For example, in footnote 4 on

page 127, you provide various disclosures about your derivative portfolio. To the extent that certain of your derivatives are covered assets under the
loss sharing agreement, quantify the amount of such covered assets. Similarly, in footnote 5 on page 129 you provide various disclosures about your investment portfolio. To the extent that certain of your investments in unrealized loss positions are
covered assets, quantify the amount of those assets.

Response:
Please note that at the time we filed the 2008 Form 10-K on February 27, 2009 we had not entered into a binding agreement with the U.S. government regarding the loss sharing
agreement. At that time, we had agreed in principle with the U.S. government on a non-binding term sheet which did not include specific identification of the covered assets. Accordingly, we provided disclosure in the 2008 Form 10-K based on the
agreement in principle and the non-binding term sheet that we believed provided relevant and useful information to the investor based on the facts known at that time.

 We included an update in the March 31, 2009 Form 10-Q indicating that we had not entered into a binding agreement with the U.S. government as of the
time of filing such document.

 Subsequent to the filing of the Form 10-Q, we filed a Current Report on Form 8-K addressing Bank of
America’s results of the Supervisory Capital Assessment Program (commonly referred to as “stress tests”) as announced by the Federal Reserve Board. This document also included a statement that we are negotiating to terminate the
proposed loss sharing agreement.

 Table 5. Five-Year Summary of Selected Financial Data, page 22

2.
In future filings, please consider revising your table to include net income available to common shareholders.

Response:
In future filings, we will revise the “Five Year Summary of Selected Financial Data” table to include net income available to common shareholders.

 Supplemental Financial Data

 Operating Basis Presentation, page 23

3.
We note your Non-GAAP presentations and the corresponding adjustments (Table 6, page 24) in arriving at an operating basis (e.g. operating earnings, operating efficiency ratio,
operating return on equity, etc). We also note that there has been a recurring pattern of merger and restructuring charges (i.e. for the last five years), and would anticipate such charges recurring again in 2009 as a result of the Merrill Lynch
acquisition. Considering the recurrence of the charges, it is not clear how you have determined they are nonrecurring items. Further, we do not see where you have provided sufficient disclosure to substantiate why the non-GAAP measures are useful to
investors. Please revise your future filings to remove all such references to the aforementioned Non-GAAP measures. We refer you to Regulation 10(e) of Regulation S-K and the related Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures prepared by Staff Members in the Division of Corporation Finance (particularly question #9).

Response:
In future filings, we will exclude references to operating earnings, operating efficiency ratio, operating return on equity and other measures based on operating earnings
from the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), including the “Supplemental Financial Data and Reconciliation to GAAP Financial Measures” table.

 Notes to Consolidated Financial Statements

 Note 8 – Securitizations

 Credit Card Securitizations, page 136

4.
We note you entered into a liquidity support agreement in the second half of 2008 related to your commercial paper program, and if certain criteria are met, the commercial paper
maturity dates can be extended. To help us better understand your liquidity commitment, please address the following:

•

 Explain in detail each of the criteria that would trigger the extension of the commercial paper maturity dates; and

Response:
The Emeralds commercial paper (“CP”) program (“Emeralds”) is a component of the BA Credit Card Trust (the “Master Trust”), which the Corporation
has used as a funding vehicle for credit card receivables since its acquisition of MBNA Corporation in 2006. Under the Emeralds program, which began in 2001, the Master Trust may issue up to $8 billion of CP with initial expected maturities ranging
from one to 99 days. As the CP matures, the Master Trust issues new CP, the proceeds of which are used to repay the maturing CP. However, the Master Trust cannot issue new CP if certain conditions set forth in the legal documents governing the
Master Trust are not met.

 The Master Trust documents specify that, if the Master Trust is unable to issue new CP to repay
maturing CP, an early amortization event (“Early Amortization Event”) occurs whereby the maturing CP is automatically converted to note form (“Extended Notes”) and, in connection therewith, the maturity date is extended to 390
days (the “Final Maturity Date”) from the original issuance date of the CP. Subsequent to an Early Amortization Event, principal cash collections on receivables held in the Master Trust are accumulated and used to repay the principal
amount of any Extended Notes and newly-maturing CP.

 If an Extended Note has not been repaid in full from principal cash collections prior to its Final
Maturity Date, the Master Trust will issue a new series of notes (“Maturity Notes”) to repay the Extended Notes. The Maturity Notes will be purchased by a small group of liquidity providers (the “Maturity Note Purchasers”) in
accordance with the provisions of the Maturity Note liquidity facility (the “Liquidity Facility”). The amount of Maturity Notes issued cannot exceed the amount of liquidity available under the Liquidity Facility. Beginning in 2008, the
Corporation became one of the Maturity Note Purchasers when certain Maturity Note Purchasers declined to renew their commitments.

 The
Master Trust may be unable to issue CP if there are no willing buyers due to general market conditions. In addition, the Master Trust documents specify the following conditions for the issuance of new CP:

1.
Certain performance targets must be met, such as (a) the three-month average principal payment rate on the underlying credit card receivables must be at least 10% and
(b) the three-month average of excess spread (that is, finance charge and fee collections minus interest expense, servicing fees and credit losses) must be at least 2%;

2.
There are no Extended Notes or Maturity Notes outstanding (such Notes would have to be repaid in full from principal cash collections before the Master Trust can issue CP again);

3.
The Emeralds program must be rated at least A-1, P-1, or F1 by Standard & Poor’s, Moody’s or Fitch, respectively;

4.
The new CP must have an expected maturity of less than 99 days and, after its issuance, the weighted average expected maturities of all the outstanding CP must be 60 days or less.
Additionally, the new CP must have a Final Maturity Date which is within the commitment period of the Liquidity Facility; and

5.
BA Credit Card Funding, LLC (“Funding”), a consolidated subsidiary of the Corporation and the transferor of assets into the Master Trust, must properly administer the
Emeralds program by: (a) obtaining a minimum level of liquidity commitments from the Maturity Note Purchasers; (b) funding an interest funding account with a specified minimum balance; (c) delivering all required legal documents to
the indenture trustee; and (d) determining that the Emerald CP would be rated at least A absent the benefit of the Liquidity Facility.

 Each of the first three conditions is clearly outside of the control of the Corporation, including its consolidated subsidiary Funding, and the Master Trust. With regard to the last two conditions, the Corporation and
Funding

would face severe negative economic ramifications including exposure to third party claims for damages if Funding deliberately failed to administer the
Emeralds program appropriately. Accordingly, Funding does not have discretion over whether to perform these tasks, and we consider all of the above conditions to be outside of the control of the Corporation or Funding.

•

 Tell us how you considered whether such actions would affect the entity’s status as a QSPE under SFAS 140.

Response:
The Corporation determined that its participation in the Emeralds program as a Maturity Note Purchaser and the extendibility feature of the Emeralds program are consistent
with the activities of a QSPE. This conclusion was assessed principally in connection with the requirements of paragraph 35(b) of SFAS 140 which states that the permitted activities of a QSPE must be significantly limited, must be entirely specified
in the legal documents that established the SPE or created beneficial interests in the transferred assets, and can be significantly changed only with the approval of third party beneficial interest holders. The Corporation also determined that all
other conditions of paragraphs 35 to 45 of SFAS 140 have been met and are not affected by these issues.

 The mechanics of the
Emeralds program, including the provisions for issuance of Extended Notes, Maturity Notes, and the Liquidity Facility, are fully defined in the legal documents that govern the operations of the Master Trust. These provisions were unchanged by
the addition of the Corporation as a Maturity Note Purchaser. If the Corporation were ever required to purchase Maturity Notes, it would gain no additional rights or abilities to control the assets in the Master Trust. The liquidity fee paid to
the Corporation was determined on an arm’s length basis and is consistent with fees paid to other Maturity Note Purchasers who entered into agreements at the same time. Accordingly, the Corporation’s decision to become a Maturity Note
Purchaser did not violate the requirements of paragraph 35(b).

 The conditions under which CP is converted into Extended Notes are entirely
specified in the legal documents that govern the operations of the Master Trust and, as discussed above, are outside the control of the Corporation or the Master Trust. Any conversion of CP into Extended Notes occurs automatically as a
result of specified conditions, rather than due to any discretion exercised by the Corporation, Funding or the Master Trust. Accordingly, these provisions do not violate the requirements of paragraph 35(b).

 Therefore, we do not believe that the Corporation’s participation as a Maturity Note Purchaser and the conditions under which CP is converted into
Extended Notes, when considered in combination, would affect the Master Trust’s status as a QSPE under SFAS 140.

 Note 9 – Variable Interest Entities

 Multi-Seller Conduits, page 139

5.
We note that during 2008, CDO investments in one of your unconsolidated conduits were downgraded or threatened with a downgrade, which resulted in your funding of these
investments in a transaction that was accounted for as a secured borrowing. Further, we note the Corporation will be reimbursed for any realized losses on these investments up to the amount of capital notes issued by the conduit. Please tell us and
revise your future filings to provide the following additional information:

Response:
We have provided responses to your specific questions below and will expand future filings as noted below.

•

 Explain in more detail how these investments were “funded” and why the related transaction was accounted for as a secured borrowing (cite the
specific authoritative literature you used to support your accounting treatment);

Response:
The Corporation provides liquidity support for substantially all of the assets in the conduit, typically in the form of an asset purchase agreement (“APA”). Each APA is
tailored to a specific transaction but significant terms are relatively consistent among all APAs. The Corporation is obligated to purchase an asset from the conduit at any time if, in the opinion of the Corporation as Administrator of the conduit,
the quality of the asset has deteriorated or for any other reason the asset no longer meets the specified investment criteria for the conduit. The amount funded by the Corporation is generally limited to the amount supported by non-defaulted assets
and the Corporation is not required to purchase an asset if the conduit is in bankruptcy.

 The Corporation used the term
“funded” in a generic sense to indicate that cash was paid to the conduit upon the transfers of these investments to the Corporation. The Corporation used the term “outstanding par value” to refer to the notional amount of CDO
investments that had been purchased by and transferred to the Corporation and were outstanding at the balance sheet date. Four of the investments are revolving commitments under which the Corporation may be obligated to provide additional cash to
the CDOs until the revolving period of the issuing CDO ends in July, 2012. The amount of these unfunded commitments, which totaled $162 million at December 31, 2008, was not included in the “outstanding par value” amount.

To improve the clarity of future filings, we will not use the term “funded” to describe the transfer of CDO

investments from the conduit to the Corporation. Instead, we will state that the CDO investments were transferred to the Corporation in a transaction that
was accounted for as a financing transaction in accordance with SFAS 140. We will use the term “outstanding funded amounts” to refer to the notional amount of commitments that have been funded and remain outstanding at the balance sheet
date. We will also discuss “unfunded commitments” and refer to possible future investments that may be required in connection with the revolving commitments.

 The Corporation concluded that the transfer of assets did not meet the sale accounting criterion in paragraph 9(a) of SFAS 140. This paragraph provides that a transferor may record a sale only if, among other things,
the transferred assets have been isolated from the transferor and are beyond the reach of the transferor’s cred

October 27, 2008

By U.S. Mail and facsimile to: (212) 403-2207

Mr. Timothy J. Mayopoulos, Esq.  Executive Vice President and General Counsel  Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC 28255

Re: Bank of America Corporation
Amendment No. 1 to Registrati on Statement on Form S-4
Filed October 22, 2008
File No. 333-153771  Bank of America Corporation Form 10-Q for June 30, 2008, filed August 7, 2008 File Number 001-06523

Dear Mr. Mayopoulos:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
October 27, 2008 Page 2
Merrill Lynch’s Executive Officers and Dire ctors have Financial Interests…, page 10

1. We note the 8-K filed by Bank of Amer ica on October 8, 2008 regarding Mr.
Thain’s employment.  With regard to Mr. Thain or other officers you have offered
to retain, please include any compensation arrangements Bank of America has
agreed to in connection with their continued employment.

Legality Opinion, Exhibit 5

2. Revise the final paragraph of the opinion to remove the limitation as to persons
who can rely on the opinion.
 3. Please confirm your intention to refile  this opinion immediately prior to
effectiveness or revise the last sentence of your opinion so that it is valid as of the
date of effectiveness, rath er than the “date hereof.”

Tax Opinions, Exhibits 8.A and 8.B

4. Both Wachtell Lipton and Shearman & Sterli ng provide opinions that opine that
the disclosure in the section titled United States Federal Income Tax
Consequences is “accurate in all material  respects.”  Item 601(b)(8) of Regulation
S-K, requires an opinion regarding the ma terial federal income tax consequences
of the merger, rather than an opinion addressing the accuracy of the disclosure in registration statement.  Please provide opinions of counsel that opine on the
material federal income tax consequences.

Form 10-Q for Quarterly Period Ended June 30, 2008:

Notes to Consolidated Financial Statements
Note 11 – Commitments and Contingencies
Litigation and Regulatory Matters, page 26

5. We note your response to comment 21 of our letter dated October 15, 2008 and
acknowledge previous communications with  the staff in this regard.  We
understand that facts and circumstances in this area (i.e. litigation and
contingencies) are often revisited a nd brought current.  We emphasize however,
in future filings (starting with your September 30, 2008 Form 10-Q) your disclosure should reconcile  to the required disclosu res of SFAS 5, specifically
paragraph 10.  In this regard, you may be required to disclose litigation and loss
contingencies (i.e. range of possible loss,  etc.) even when am ounts are not accrued
because it could not be reasonably estimate d.  Refer to footnote 6 to paragraph 10
of SFAS 5.  As it relates to our curren t review, we will not object to your
disclosure; we may however have comments in future reviews.

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
October 27, 2008 Page 3
Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
  Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation October 27, 2008 Page 4  of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Angela Connell at (2 02)551-3426 or Hugh West, Accounting
Branch Chief, at (202) 551-3872 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact Kathryn McHale at (202) 551-
3464or me at (202) 551-3419 with any other questions.

     S i n c e r e l y ,

 Christian Windsor
Special Counsel
cc: Edward D. Herlihy
Wachtell, Lipton, Rosen & Katz 51 West 52
nd Street
New York, NY 10019

Rosemary T. Berkery Vice Chairman and General Counsel Merrill Lynch & Co., Inc.  4 World Financial Center New York, NY 10080  John J. Madden Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022

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   accelerationrequest.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

     Bank of America Corporation

101 South Tryon Street

NC2-002-29-01

Charlotte NC 28255

October 30, 2008

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

     Attention:

     Christian Windsor

     Re:

     Bank of America Corporation

     Registration Statement on Form S-4/A, Filed October 29, 2008

     File No. 333-153771

Dear Mr. Windsor:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Bank of America Corporation (the “Registrant”) hereby requests acceleration of effectiveness of its Registration Statement on Form S-4/A (File No. 333-153771) to 5:00pm EST on Thursday, October 30, 2008, or as soon as possible thereafter.

     In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Christian Windsor

October 30, 2008

Page 2

     Please contact the undersigned at (704) 386-4238 with any questions you may have concerning this request. In addition, please contact the undersigned when this request for acceleration has been granted.

     Very truly yours,

     By: /s/ Teresa M. Brenner

     Teresa M. Brenner

     Associate General Counsel

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   secsupresponse102708.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

October 28, 2008

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

     Attention:

     Christian Windsor

     Kathryn McHale

     Angela Connell

     Hugh West

     Re:

     Bank of America Corporation

     Registration Statement on Form S-4

     Filed October 22, 2008

     File No. 333-153771

     Bank of America Corporation

     Form 10-K for December 31, 2007, filed February 28, 2008

     Schedule 14A filed March 19, 2008

     Form 10-Q for June 30, 2008, filed August 7, 2008

     File Number 001-06523

Ladies and Gentlemen:

On behalf of Bank of America Corporation (“Bank of America”), we hereby submit additional responses to certain accounting comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance dated October 15, 2008, with respect to the above referenced filings. This letter and Bank of America’s Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-4 (File No. 333-153771) are being filed with the Commission electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with a courtesy copy of Amendment No. 2 marked to indicate changes from the version filed on October 22, 2008. For the convenience of the Staff, each of the Staff’s original comment numbers is referenced prior to these additional responses.

We appreciate the opportunity to have spoken with the Staff on October 24, 2008 and the Staff’s responsiveness to our timing considerations regarding the effective date of our S-4. As we discussed with the Staff on Friday, October 24, 2008, we performed our due diligence including our evaluation of Merrill Lynch’s balance sheet in mid-September which culminated with a public merger announcement on the morning of September 15th. The work was completed after a week of unparalleled market disruption and in the face of the imminent bankruptcy of Lehman Brothers and the collapse of AIG.

Comments 8 and 13

As indicated in our discussion with the Staff, we included pro forma adjustment A for $1.4 billion and a portion ($1.5 billion) of pro forma adjustment H based upon the guidance in EITF 95-3. Although we will record liabilities in purchase accounting for the estimated breakage costs of terminating redundant Merrill Lynch credit derivative positions or where combined counterparty or industry concentrations exceed desired levels, as well as for the costs of severance of Merrill Lynch personnel and closure of Merrill Lynch vacant facilities, since we are in the process of completing a position by position review, as well as individual associate and facility reviews, each action will not be finalized until the acquisition is completed. Therefore these actions are not assumed to be 100 percent factually supportable at this time. Accordingly, we have removed these

adjustments from our pro forma financial statements and will instead include an additional footnote regarding the adjustment for the credit derivatives. The new footnote wording is as follows:

                     Note 6 – Other Items

                                        In addition to the pro forma adjustments included in our Unaudited Pro Forma

                     Condensed Combined Financial Statements, we anticipate recording certain liabilities

                     with a corresponding increase to goodwill in purchase accounting under the guidance of

                     EITF 95-3. When evaluating Merrill Lynch’s credit derivative positions, we considered

                     overall exposure when combined with Bank of America. In that regard, where we

                     determined that we had redundant positions or where combined counterparty or industry

                     concentrations exceeded desired levels, we have preliminarily estimated breakage costs

                     of terminating the Merrill Lynch credit derivatives to be approximately $1.4 billion. These

                     estimates are based upon current assumptions and valuations which are subject to

                     change as we complete a position by position review of the Merrill Lynch credit

                     derivatives.

Additionally, please note that discussion of the $1.5 billion related to severance and vacant facilities is already included in Note 4. We will include the following additional language (underlined text) within the first paragraph of Note 4:

                                        In connection with the merger, the plan to integrate Bank of America’s and Merrill

                     Lynch’s operations is still being developed. The total integration costs have been

                     preliminarily estimated to be approximately $2 billion after tax or approximately $3 billion

                     pre-tax. Approximately $1.5 billion (pre-tax basis) is estimated to be capitalized, with a

                     corresponding increase to goodwill, in purchase accounting, including costs for

                     severance of Merrill Lynch personnel and closure of Merrill Lynch vacant facilities. The

                     specific details of these plans will continue to be refined over the next several months.

                     Currently, our merger integration team is assessing the two companies’ operations,

                     including information systems, premises, equipment, benefit plans, supply chain

                     methodologies, service contracts and personnel to determine optimum strategies to

                     realize cost savings. The remaining approximately $1.5 billion (pre-tax basis) is

                     estimated to relate to Bank of America merger costs, including costs for severance of

                     Bank of America personnel, as well as Merrill Lynch and Bank of America associate

                     retention costs, conversion costs, and communication costs, and will be recorded based

                     upon the nature and timing of these activities. These remaining costs are not reflected in

                     the unaudited pro forma condensed combined statements of income.

Comment 9

As indicated in our discussion with the Staff, Merrill Lynch acquired its interest in Blackrock in September 2006 and accounts for its approximately 45% voting interest in Blackrock on the equity method. We estimated the fair value of Merrill Lynch’s investment in Blackrock based upon its closing stock price of $177.60 on June 27, 2008. Accordingly, when considering the approximately 52 million common shares and 12 million preferred shares that Merrill Lynch holds of Blackrock compared to Merrill Lynch’s carrying amount on June 27, 2008, the fair value is approximately $3 billion greater. After the acquisition, we will account for this investment under the equity method. We believe that this adjustment along with the other adjustments related to securities are factually supportable.

Comment 10

As indicated in our discussion with the Staff, our pro forma purchase accounting adjustments included an adjustment to write off deferred costs related to debt issuance costs of approximately $250 million consistent with the requirements in SFAS 141 to fair value assets at the date of acquisition, as well as adjusted pension and other postretirement benefits/liabilities due to changes in benefit plan assumptions (e.g., discount rate and expected return on assets) based upon market conditions. We believe that these pro forma adjustments are factually supportable. Further, based upon our discussion with the Staff we will revise pro forma adjustment F to remove the prepaid adjustment of approximately $500 million and the miscellaneous asset adjustment of approximately $200 million pending the completion of our detailed review of these assets when the acquisition is completed.

Comment 11

As indicated in our discussion with the Staff, we are providing additional information for pro forma adjustment C. As of June 27, 2008 Merrill Lynch had a loan portfolio of approximately $80 billion including approximately $32.9 billion of consumer loans and approximately $46.9 billion of commercial, small and middle market loans. Based on our initial preliminary analysis, approximately $15.6 billion of the consumer portfolio was considered impaired and included approximately $1 billion of US subprime loans, approximately $8 billion US prime loans, and approximately $6.6 billion of non-US loans and other consumer loans. The preliminary purchase accounting adjustment to record impaired consumer loans was approximately $2.5 billion. Additionally, approximately $8.2 billion of the commercial portfolio was considered impaired and included approximately $6.9 billion of commercial real estate loans and approximately $1.3 billion of other non investment grade commercial loans. The preliminary purchase accounting adjustment to record impaired commercial loans was approximately $1.4 billion. Finally, our preliminary purchase accounting adjustment also included a market rate interest adjustment of approximately $1.4 billion on the entire loan portfolio. We believe that these adjustments are factually supportable.

We will revise adjustment C (underlined text) as follows:

                     Preliminary adjustments, totaling approximately $5.3 billion, to record residential and

                     commercial impaired loans at their estimated fair values primarily based upon the present

                     value of expected future cash flows, including life of loan loss forecasts, based upon

                     current market interest and default rates, as well as residential and commercial non-

                     impaired loans at their estimated present value of amounts to be received using current

                     market interest rates. For non-impaired loans, Merrill Lynch’s existing allowance for loan

                     losses was retained. The effect of these adjustments is to increase interest income and

                     decrease provisions for loan losses for the impaired portfolio by approximately $350

                     million and $700 million for the six months ended June 30, 2008, and the twelve months

                     ended December 31, 2007, respectively. The entire amount has been recorded as an

                     adjustment to interest income pending a detailed loan by loan review. The adjustments

                     reflected herein are based on current assumptions and valuations which are subject to

                     change.

Please note that adjustment C will now be adjustment B in the revised pro forma financial information included in Amendment No. 2 to the Form S-4.

Comment 12

Based upon our discussion with the Staff, the following is a break-out of the revised deferred tax asset adjustment. Additionally, please note that in accordance with EITF 00-23 which was superseded by SFAS 123(R), historical Merrill Lynch deferred tax assets related to share-based compensation awards are required to be written-off in purchase accounting. Accordingly, we believe these adjustments comply with the guidance in paragraph 38 of SFAS 141 and SFAS 123(R) and are factually supportable. The following provides an analysis of the deferred tax adjustment as requested by the Staff.

     Pro Forma Adjustment:

          A

     Removed $1.4 billion of preliminary estimated breakage costs

        - see response to Comments 8 & 13

          B

                     -

     No change

          C

                 (5,305)

     No change

          D

     N/A - Goodwill is not deductible for tax purposes

          E

                  7,500

     No change

          F

                   (930)

     Removed $500 million of prepaids and $200 of miscellaneous assets

        - see response to Comment 10

          G

     Net impact on Deferred Taxes

          H

                 (2,550)

     Removed $1.5 billion of preliminary estimated Merrill Lynch severance and facilities costs

        - see response to Comments 8 & 13

          I

                  6,500

     No change

     Net Impact of Purchase Accounting

          Adjustments

                  5,215

     Pro Forma Tax Rate

                  32.5%

     Deferred Tax Liability

                  (1,695)

     Write-off of Merrill Lynch

          Share-based Compensation

          Deferred Tax Asset

                  (2,210)

     Pro Forma Net Impact on

          Deferred Taxes

                  (3,905)

We will revise adjustment G (underlined text) on page 45 as follows:

                     Preliminary adjustments to record the tax effect of the pro forma adjustments at an

                     estimated 32.5% effective tax rate, as well as estimated adjustments to write-off Merrill

                     Lynch deferred tax assets related to share-based compensation awards. The 32.5% rate

                     represents the estimated blended statutory rates of the U.S. (including states) at 37%

                     and non-U.S. taxing jurisdictions (primarily the U.K) at 28%. The estimated net

                     adjustment to Merrill Lynch deferred tax assets primarily relates to the elimination of

                     deferred taxes attributable to unvested awards to employees of share-based

                     compensation (approximately $2.2 billion) and the establishment of deferred taxes

                     related to the purchase accounting adjustments (approximately $1.7 billion). The

                     adjustments reflected herein are based on current assumptions and valuations which are

                     subject to change.

Please note that adjustment G will now be adjustment F in the revised pro forma financial information included in Amendment No. 2 to the Form S-4.

Comment 21

As we discussed during the call on Friday, October 24, 2008, this same comment was provided by the Staff during their review of Bank of America Corporation’s Form 10-K for the year ended December 31, 2004. There was a significant level of dialogue between the Staff and us regarding the comment and our final response which was included in our letter dated December 20, 2005 to Mr. Donald Walker, Senior Assistant Chief Accountant, Division of Corporation Finance. The Staff agreed with the response and cleared the comment. We believe that we are in compliance with SFAS 5, “Accounting for Contingencies” and consistent with the agreed upon principles outlined in our previous response letter to the Staff. Additionally, we acknowledge the Staff’s comment and we note that our consideration of SFAS 5 includes the disclosure requirements of paragraph 10 of SFAS 5 regarding the “reasonable possibility that a loss or additional loss has been incurred” within the context of balancing our concerns over confidentiality with the needs of the users of our financial statements.

Comment 24

We would like to further clarify the response provided to the Staff in our letter dated October 22, 2008. The Staff asked for clarification on how the amounts reported in Table 10 on page 95 related to our CDO liquidity exposure reconcile with the Super Senior CDO Exposure Rollforwards on page 82 in our June 30, 2008 Form 10-Q. We provided a reconciliation between the amounts included in both tables but did not elaborate further regarding the nature of the amounts included in the reconciliation. The gross liquidity exposure, included in our Special Purpose Entities Liquidity Exposure table, represents the maximum amount of funding that we could be required to provide to the CDOs and is the contractual commitment amount that remains

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LETTER TO THE S.E.C.

PRIVILEGED AND CONFIDENTIAL

October 29, 2008

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Christian Windsor

Kathryn McHale

Angela Connell

Hugh West

    Re:

    Bank of America Corporation

    Amendment No. 1 to Registration Statement on Form S-4

    Filed October 22, 2008

    File No. 333-153771

    Bank of America Corporation

    Form 10-Q for June 30, 2008, filed August 7, 2008

    File Number 001-06523

Ladies and Gentlemen:

     On behalf of Bank of America Corporation (“Bank of America”), we hereby submit the responses
of Bank of America and Merrill Lynch & Co., Inc. (“Merrill Lynch”) to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter
from the Division of Corporation Finance dated October 27, 2008, with respect to the
above-referenced filings.

     This letter and Bank of America’s Amendment No. 2 (the “Amendment”) to the Registration
Statement on Form S-4 (File No. 333-153771) are being filed with the Commission electronically via
the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this
letter, along with a courtesy copy of the Amendment marked to indicate changes from the version
filed on October 22, 2008.

     For the convenience of the Staff, each of the Staff’s comments is reproduced below and is
followed by the corresponding response of Bank of America or Merrill Lynch, as applicable. All
references to page numbers in these responses are to the pages in the marked version of the
Amendment.

PRIVILEGED AND CONFIDENTIAL

Securities and Exchange Commission

October 28, 2008

Page 2

Merrill Lynch’s Executive Officers and Directors have Financial Interests..., page 10

    1.

    We note the 8-K filed by Bank of America on October 8, 2008 regarding Mr. Thain’s employment.
With regard to Mr. Thain or other officers you have offered to retain, please include any
compensation arrangements Bank of America has agreed to in connection with their continued
employment.

Response:

The
Staff is supplementally advised that the disclosures on pages 10, 69
and 75 of the
Amendment continue to be accurate; as disclosed on pages 10 and 75, Bank of America has not
reached agreement with Mr. Thain or any other executive officers of Merrill Lynch on
compensation arrangements in connection with their continued employment following completion
of the merger.

Legality Opinion, Exhibit 5

    2.

    Revise the final paragraph of the opinion to remove the limitation as to persons who can rely
on the opinion.

Response:

Pursuant to the Staff’s comment, the opinion has been revised and is included as Exhibit
5(a) to the Amendment.

    3.

    Please confirm your intention to refile this opinion immediately prior to effectiveness or
revise the last sentence of your opinion so that it is valid as of the date of effectiveness,
rather than the “date hereof.”

Response:

Pursuant to the Staff’s comment, the opinion has been revised and is included as Exhibit
5(a) to the Amendment.

Tax Opinions, Exhibits 8.A and 8.B

    4.

    Both Wachtell Lipton and Shearman & Sterling provide opinions that opine that
the disclosure in the section titled United States Federal Income Tax Consequences is “accurate
in all material respects.” Item 601(h)(8) of Regulation S-K, requires an opinion regarding the
material federal income tax consequences of the merger, rather than an opinion addressing the
accuracy of the disclosure in registration statement. Please provide opinions of counsel that opine on the material federal income tax
consequences.

2

PRIVILEGED AND CONFIDENTIAL

Securities and Exchange Commission

October 28, 2008

Page 3

Response:

Pursuant to the Staff’s comment, the opinions have been revised and are included as Exhibits
8(a) and 8(b) to the Amendment.

Form 10-Q for Quarterly Period Ended June 30, 2008:

Notes to Consolidated Financial Statements

Note 11 — Commitments and Contingencies

Litigation and Regulatory Matters, page 26

    5.

    We note your response to comment 21 of our letter dated October 15, 2008 and acknowledge
previous communications with the staff in this regard. We understand that facts and
circumstances in this area (i.e., litigation and contingencies) are often revisited and
brought current. We emphasize however, in future filings (starting with your September 30,
2008 Form 10-Q) your disclosure should reconcile to the required disclosures of SFAS 5,
specifically paragraph 10. In this regard, you maybe required to disclose litigation and loss
contingencies (i.e., range of possible loss, etc.) even when amounts are not accrued because
it could not be reasonably estimated. Refer to footnote 6 to paragraph 10 of SFAS 5. As it
relates to our current review, we will not object to your disclosure; we may however have
comments in future reviews.

Response:

We acknowledge the Staff’s comment and will make appropriate disclosures in future filings.

*****

     Please contact the undersigned (telephone no. 212-403-1381) or Ross A. Fieldston (telephone
no. 212-403-1340) of Wachtell, Lipton, Rosen & Katz, counsel to Bank of America, or John A.
Marzulli Jr. (telephone no. 212-848-8590) or Scott D. Petepiece (telephone no. 212-848-8576) of
Shearman & Sterling LLP, counsel to Merrill Lynch, should you require further information or have
any questions.

    Sincerely,

    /s/ Nicholas G. Demmo

    Nicholas G. Demmo

3

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CORRESP

PRIVILEGED AND CONFIDENTIAL

Wachtell, Lipton, Rosen & Katz 51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212)
403 — 1000 FACSIMILE: (212) 403 — 2000 GEORGE A. KATZ (1965-1989) JAMES H. FOGELSON
(1967-1991) OF COUNSEL WILLIAM T. ALLEN LEONARD M. ROSEN PETER C. CANELLOS MICHAEL W.
SCHWARTZ THEODORE GEWERTZ ELLIOTT V. STEIN THEODORE A. LEVINE J. BRYAN
WHITWORTH ALLAN A. MARTIN AMY R. WOLF COUNSEL MICHELE J. ALEXANDER ELAINE P.
GOLIN LOUIS J. BARASH PAULA N. GORDON DIANNA CHEN NANCY B. GREENBAUM ANDREW J.H. CHEUNG
MAURA R. GROSSMAN DAMIAN G. DIDDEN IAN L. LEVIN PAMELA EHRENKRANZ HOLLY M.
STRUTT MARTIN LIPTON DAVID M. SILK HERBERT M. WACHTELL ROBIN PANOVKA BERNARD W. NUSSBAUM
DAVID A. KATZ RICHARD D. KATCHER ILENE KNABLE GOTTS LAWRENCE B. PEDOWITZ DAVID M. MURPHY
ROBERT B. MAZUR JEFFREY M. WINTNER PAUL VIZCARRONDO, JR. TREVOR S. NORWITZ PETER C. HEIN BEN
M. GERMANA HAROLD S. NOVIKOFF ANDREW J. NUSSBAUM DAVID M. EINHORN RACHELLE SILVERBERG KENNETH
B. FORREST DAVID C. BRYAN MEYER G. KOPLOW STEVEN A. COHEN THEODORE N. MIRVIS GAVIN D. SOLOTAR
EDWARD D. HERLIHY DEBORAH L. PAUL DANIEL A. NEFF DAVID C. KARP ERIC M. ROTH RICHARD K. KIM
WARREN R. STERN JOSHUA R. CAMMAKER ANDREW R. BROWNSTEIN MARK GORDON MICHAEL H. BYOWITZ JOSEPH
D. LARSON PAUL K. ROWE LAWRENCE S. MAKOW MARC WOLINSKY JEANNEMARIE O’BRIEN DAVID GRUENSTEIN
WAYNE M. CARLIN PATRICIA A. VLAHAKIS JAMES COLE, JR. STEPHEN G. GELLMAN STEPHEN R. DiPRIMA
STEVEN A. ROSENBLUM NICHOLAS G. DEMMO PAMELA S. SEYMON IGOR KIRMAN STEPHANIE J. SELIGMAN
JONATHAN M. MOSES ERIC S. ROBINSON T. EIKO STANGE JOHN F. SAVARESE DAVID A. SCHWARTZ SCOTT K.
CHARLES JOHN F. LYNCH ANDREW C. HOUSTON WILLIAM SAVITT PHILIP MINDLIN ERIC M. ROSOF DAVID
S. NEILL MARTIN J.E. ARMS JODI J. SCHWARTZ GREGORY E. OSTLING ADAM O. EMMERICH DAVID B. ANDERS
CRAIG M. WASSERMAN ADAM J. SHAPIRO GEORGE T. CONWAY III NELSON O. FITTS RALPH M. LEVENE
JEREMY L. GOLDSTEIN RICHARD G. MASON JOSHUA M. HOLMES DOUGLAS K. MAYER DAVID E. SHAPIRO
MICHAEL J. SEGAL J. AUSTIN LYONS SCOTT W. GOLENBOCK LORI S. SHERMAN ROBERT J. JACKSON, JR.
JEFFREY C. FOURMAUX CAITH KUSHNER ANTE VUCIC WILLIAM J. MARTIN IAN BOCZKO GRAHAM W. MELI
LAURYN P. GOULDIN JOSHUA M. MILLER MATTHEW M. GUEST JASAND MOCK DAVID E. KAHAN OPHIR NAVE
MARK A. KOENIG GREGORY E. PESSIN DAVID K. LAM CARRIE M. REILLY MICHAEL S. WINOGRAD ERIC
ROSENSTOCK KATHRYN GETTLES-ATWA ANGOLA RUSSELL BENJAMIN M. ROTH JEFFREY UNGER DAVID M.
ADLERSTEIN MARK F. VEBLEN SHIRI BEN-YISHAI CARMEN WOO JOSHUA A. FELTMAN ANDREW M. WOOLF
STEPHEN M. FRANCIS STELLA AMAR JONATHAN H. GORDON ADRIAN L. BELL EMIL A. KLEINHAUS BENJAMIN R.
CARALE ADIR G. WALDMAN DONALD P. CASEY AREF H. AMANAT DOUGLAS R. CHARTIER B. UMUT ERGUN LAUREN COOPER EVAN
K. FARBER RODMAN K. FORTER VICTOR GOLDFELD JEFFREY D. HOSCHANDER MICHAEL KRASNOVSKY VINCENT G.
KALAFAT SARAH A. LEWIS JENNIFER R. KAMINSKY GARRETT B. MORITZ LAUREN M. KOFKE JOSHUA A.
NAFTALIS JONATHON R. La CHAPELLE MEREDITH L. TURNER EDWARD J. LEE YELENA ZAMACONA SABASTIAN V.
NILES KARESSA L. CAIN BRANDON C. PRICE WILLIAM EDWARDS MICHAEL SABBAH JAMES R. GILMARTIN JOEY
SHABOT ADAM M. GOGOLAK JUSTIN T. SEVIER JONATHAN GOLDIN S. CHRISTOPHER SZCZERBAN CATHERINE
HARDEE SHLOMIT WAGMAN DANIEL E. HEMLI C. LEE WILSON CARRIE Z. MICHAELIS RACHEL A. WILSON
GORDON S. MOOD IE ALISON M. ZIESKE MICHAEL ROSENBLAT MICHAEL S. BENN LINDSAY R. SELLERS
CHRISTINA O. BRODERICK DONGJU SONG JAMES D. CUNEO AMANDA L. STRAUB MARTIN A. KURZWEIL BRADLEY
R. WILSON SHAUN J. MATHEW NATHANIEL L. ASKER JASON S. OH FRANCO CASTELLI JUSTIN S. ROSENBERG
DAVID B. FEIRSTEIN JANE VANLARE ROSS A. FIELDSTON KEOLA R. WHITTAKER DAVID FISCHMAN AUSTIN T.
WITT JESSE E. GARY

October 22, 2008

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Christian Windsor

Kathryn McHale

Angela Connell

Hugh West

                        Re:

    Bank of America Corporation

Registration Statement on Form S-4

Filed October 1, 2008

File No. 333-153771

Bank of America Corporation

Form 10-K for December 31, 2007, filed February 28, 2008

Schedule 14A filed March 19, 2008

Form 10-Q for June 30, 2008, filed August 7, 2008

File Number 001-06523

     Ladies and Gentlemen:

     On behalf of Bank of America Corporation (“Bank of America”), we hereby submit the responses
of Bank of America and Merrill Lynch & Co., Inc. (“Merrill Lynch”) to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter
from the Division of Corporation Finance dated October 15, 2008, with respect to the
above-referenced filings.

     This letter and Bank of America’s Amendment No. 1 (the “Amendment”) to the Registration
Statement on Form S-4 (File No. 333-153771) are being filed with the Commission electronically via
the EDGAR system today. In addition to the EDGAR filing, we are delivering

PRIVILEGED AND CONFIDENTIAL

Securities and Exchange Commission

October 22, 2008

Page 2

a hard copy of this letter, along with a courtesy copy of the Amendment marked to indicate
changes from the version filed on October 1, 2008.

     For the convenience of the Staff, each of the Staff’s comments is reproduced below and is
followed by the corresponding response of Bank of America or Merrill Lynch, as applicable. All
references to page numbers in these responses are to the pages in the marked version of the
Amendment.

General

    1.

    Please file all exhibits, including drafts of your legality and tax
opinion, with your next amendment; providing them as soon as practicable will
permit for an expedited review of the materials.

    Response:

    Pursuant to the Staff’s comment, we have filed with the Amendment all exhibits,
including the legality and tax opinions, that were not previously filed.

    2.

    Please provide any presentation, memo, report or other material
provided to the board of Merrill Lynch or Bank of America by their respective
financial advisors with regard to the valuation or fairness of the transaction
other than the opinion included in your registration statement.

    Response:

    Each of Bank of America and Merrill Lynch are providing a supplemental response to
the Staff under separate cover requesting confidential treatment pursuant to the
provisions of 17 C.F.R. § 200.83.

    3.

    Please advise the staff regarding any projections, analysis or other
material non-public information provided by Bank of America to Merrill Lynch or its
financial advisor. Similarly, tell us about any projections or other material
non-public information provided by Merrill Lynch to Bank of America or its
financial advisors.

    Response:

    Although Merrill Lynch undertook the due diligence investigation discussed in
“Background of the Merger” and “Merrill Lynch’s Reasons for the Merger; Recommendation of the Merrill Lynch
Board of Directors” in connection with entering into the merger agreement, and its financial advisors undertook
the review discussed in “Opinion of Merrill Lynch’s Financial Advisor” in connection with delivering its
fairness opinion, Bank of America did not provide any projections, analysis or other material non-public
information to Merrill Lynch or its financial advisor that has not been appropriately disclosed in the

PRIVILEGED AND CONFIDENTIAL

Securities and Exchange Commission

October 22, 2008

Page 3

    registration statement.  Although Bank of America undertook the due diligence investigation discussed
in “Background of the Merger” and “Bank of America’s Reasons for the Merger; Recommendation of the Bank of
America Board of Directors” in connection with entering into the merger agreement, and its financial advisors
undertook the review discussed in “Opinion of Merrill Lynch’s Financial Advisor” in connection with delivering
its fairness opinion, Merrill Lynch did not provide any projections, analysis or other material non-public
information to Bank of America or its financial advisors that has not been appropriately disclosed in the
registration statement.  In particular, no earnings estimates were provided by either party, other than Merrill
Lynch’s management’s estimates for the quarter ended September 26, 2008; Merrill Lynch subsequently publicly
disclosed its third quarter results.

    4.

    Since market conditions have changed and significant actions by the
government have markedly affected your operating environment and your capital
position, please consider revising your disclosure to discuss recent developments
and their effect upon the companies and the merger. In particular, we note your
third quarter earnings announcement, your ARS liability, the creation of the TARP
and the direct investment in Bank of America by the United States Government.

    Response:

    Pursuant to the Staff’s comment, we have added a Recent
Developments section starting
on page 35 of the Amendment.

Cover page

    5.

    Please indicate the amount of securities to be offered in accordance with Item
501(b)(2) of Regulation S-K.

    Response:

    Pursuant to the Staff’s comment, we have revised the disclosure on the cover page of
the Amendment.

Stock Option Agreement, page 7

    6.

    Please briefly disclose under what circumstances Bank of America can exercise
its option to purchase Merrill shares.

    Response:

    Pursuant to the Staff’s comment, we have revised the disclosure on page 7 of the
Amendment.

Securities and Exchange Commission

October 22, 2008

Page 4

Merrill Lynch’s Executive Officers and Directors Have Financial Interests . . ., page 9

    7.

    Revise this section to quantify the benefits to directors and senior officers
of Merrill Lynch.

    Response:

    Pursuant to the Staff’s comment, we have revised the disclosure on pages 9 and 10 of
the Amendment.

Unaudited Pro Forma Condensed Combined Financial Statements, page 34

Note 3 – Preliminary Purchase Accounting Allocation, page 40

    8.

    We note adjustment A (page 41) relates to estimated costs of terminating
certain Merrill Lynch credit derivatives. Please address the following:

    •

    Revise to clarify whether this adjustment relates to the agreement reached
by Merrill Lynch (Merrill) and XL Capital Assurance to terminate all of their
CDO-related hedges for a cash payment of $500 million; as discussed on page 69
(Note 18 – Subsequent Events) of Merrill’s Form 10-Q for the quarterly period
ended June 27, 2008 filed August 5, 2008. If so, please disclose the terms of
this settlement.

    •

    Revise to clarify whether this adjustment also includes expected settlements
on certain contracts with other monoline counterparties for which Merrill is in
the process of negotiating settlements. If so, explain how you determined the
expected settlement amounts, and explain how you determined such amounts were
an appropriate indicator of fair value.

    •

    Revise to disclose the methods and significant assumptions used to determine
the fair value of these credit derivatives.

    •

    Tell us how you determined that the termination of these derivative
instruments was directly attributable to the transaction and therefore an
appropriate pro forma adjustment. Refer to Article 11-02(b)(6) of Regulation
S-X.

    Response:

    •

    As discussed in Note 1 on page 41, the pro forma accounting, including the
determination of goodwill does not consider the results of operations,
including certain transactions that have occurred subsequent to June 27,
2008. Accordingly, as it relates to adjustment A, neither the agreement
reached with XL Capital, nor the expected settlements with monoline

Securities and Exchange Commission

October 22, 2008

Page 5

    counterparties disclosed in Note 18 of Merrill Lynch’s 10-Q are included in
the pro forma adjustment. We believe that our disclosure in Note 1 on page
41 is sufficient and therefore, no additional language will be included in
the description of adjustment A as it relates to the Staff’s first two
bullet points.

    •

    When evaluating Merrill Lynch’s credit derivatives, we considered overall
exposure when combined with Bank of America. In that regard, where we
determined that we had redundant positions or where combined counterparty or
industry concentrations exceeded desired levels, we have estimated the breakage
costs of terminating the Merrill Lynch credit derivatives. In this regard, we
view these costs consistent with the guidance in EITF 95-3 and accordingly
believe these costs are directly attributable to the transaction and an
appropriate pro forma adjustment.

    We will revise adjustment A on page 44 as follows:

    Preliminary adjustments, primarily to record estimated breakage costs of
terminating certain Merrill Lynch credit derivatives for which the positions are
redundant to or where the levels exceed desired counterparty or industry
concentrations for the combined company. The entire amount has been recorded
is shown as an adjustment to derivative assets pending a detailed position
by position review. The adjustments reflected herein are based on current
assumptions and valuations which are subject to change.

    9.

    We note adjustment B (page 42) resulted in an immaterial net impact to your
purchase price allocation because certain investments were marked up to fair value
while certain other investments were marked down to fair value. In an effort to
provide more meaningful information to investors and to provide greater transparency,
please revise to disaggregate information regarding the adjustments that were made to
record your investments – by individual investment or class – to their estimated fair
values (tabular presentation may be useful here). Also, disclose the methods and
significant assumptions used to determine the fair value of these investments.

    Response:

    In determining the fair value of equity method investments, to the extent that the
investments are publicly traded we used that information in estimating fair value.
For the other investments, these are primarily residential mortgage backed
securities and other investments that due to current market conditions may not be
traded in an active market or where broker quotes are not available. Accordingly,
after consideration of market events subsequent to June 30, 2008, we estimated fair
value based upon discounted cash flows for these illiquid investments.

Securities and Exchange Commission

October 22, 2008

Page 6

    We will revise adjustment B on page 45 as follows:

    Preliminary adjustments, primarily to record equity method and other investments at
their estimated fair values. Certain of these adjustments were increases,
totaling approximately $3 billion primarily related to publicly traded equity method
investments resulted in an increase in fair value based on quoted prices. and
certain of these adjustments were decreases in fair value, Other adjustments,
totaling approximately $3.0 billion related to the write down in fair value of
residential mortgage-backed securities and other investments that due to current
market conditions may not be traded in active markets. resulting in an
immaterial net impact. For these illiquid investments, after consideration of
market events subsequent to June 30, 2008, fair value was estimated based upon
discounted cash flows. The adjustments reflected herein are based on current
assumptions and valuations which are subject to change.

    10.

    As a related matter, please revise to disaggregate information regarding the
adjustments that were made to record core deposit, customer and trade name intangibles
(adjustment E, page 42) and prepaids, deferred costs, pension and other postretirement
benefits and other miscellaneous assets (adjustment F, page 42) at their estimated fair
values. Discuss the methods and significant assumptions used to determine such fair
values.

    Response:

    •

    We have considered your com

Mail Stop 4561
        April 11, 2008

By U.S. Mail and facsimile to: (212) 225-3999

Mr. Timothy J. Mayopoulos, Esq.
Executive Vice President and General Counsel
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255

Re: Bank of America Corporation
Amendment No. 1 to Registrati on Statement on Form S-4
Filed March 27, 2008
File Number 333-149204

Bank of America Corporation
Form 10-K for December 31, 2007, filed February 28, 2008
Schedule 14A filed March 19, 2008
File Number 001-06523

Dear Mr. Mayopoulos:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General Comments on the Registration Statement

1. In your response to prior comment 3, you indicated that Bank of America does

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 2
not believe that the decision as to how the outstanding obligations of Countrywide will be backed by Bank of America is material to a voting or investment decision by the shareholders of Countrywide.  The staff is not able to agree with this
analysis, as it appears that the decisi on to guarantee or assume the outstanding
debt of Countrywide would materially a ffect the financial health of Bank of
America and therefore could be material to a voting decision in which the result
of the transaction would be  the exchange of Countryw ide shares for shares of
Bank of America.  Therefore, please pr ovide the information requested by prior
comment 3, or provide analysis  as to how the decision to  assume or guarantee the
debt of Countrywide is not material to Bank of America or its shareholders.

Risk Factors, page 18

2. We note your response to our former comment 6; please consider adding
disclosure relating to the current FBI investigation into securities fraud at
Countrywide (as first reported in the Wa ll Street Journal on March 8, 2008) and
any foreseeable impact it may have on the merger.

Countrywide’s Reasons for the Merger: R ecommendation of the Countrywide Board of
Directors, page 27

3. Revise this section to specifically note that some of the analysis performed by
Countrywide’s financial advisors did not support the overall fairness
determination and state whether the board c onsidered this factor in arriving at its
recommendation.

Opinions of Countrywide’s Financial Advisors, page 32

4. The disclosure added in response to pr ior comment 14 does not clearly indicate
that the amounts disclosed represent all compensation paid to the financial advisors or merely the fees paid for the described services.  Pl ease clarify that the
amounts represent all compensation paid to each of the financial service
providers, rather than the amounts pa id for certain types of services.

Exhibit 5; Legality Opinion

5. Please revise the last paragraph of your  legality opinion; you can limit your
opinion as to scope  but not person.

6. We note that you disclaim your obligation to update your opinion; accordingly,
please represent to staff that you intend to  file this opinion im mediately prior to

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 3
effectiveness or give your opinion as of the date of ef fectiveness rather than the
“date hereof.”

Bank of America Schedule 14A Definiti ve Proxy Statement filed March 19, 2008
Management’s Discussion and Analysis
Off- and On-Balance Sheet Arrangements
Corporation-Sponsored Multi-Seller Conduits, page 36

7. We note that you administer three multi -seller conduits to  which you provide
liquidity, standby letters of credit or similar loss protection commitments.  Please
tell us and revise future filings to pr ovide detailed disclosures regarding your
obligations under these liquidi ty facilities.  Consider providing the following in
your revised disclosures:

• Whether your obligation is  to purchase commercial paper, provide capital
commitments or to purchase assets from the conduits;
• Whether there are triggers associated with your obligations to fund; and
• Whether there are any terms that woul d limit your obliga tion to perform.

Municipal Bond Trusts and Corporate SPEs, page 37

8. We note your disclosure regarding liquidity  support provided to other corporate
conduits.  It indicates that in the ev ent that you are unable to remarket the
conduit’s commercial paper such that it no longer qualifies as a QSPE, you would
consolidate the conduit.  Please confirm th at the reason the QSPE status could be
invalidated is due to the requirement in paragraph 36 of SFAS 140.  Additionally, in light of your obligation to purchase asse ts from the vehicles if the assets or
insurers are downgraded, please tell us how you concluded that the SPE met the
criteria to qualify as a QSPE.

Collateralized Debt Obligation Vehicles, page 37

9. We note you provided $12.3 billion of liquidity support to CDO vehicles during 2007, of which $9.1 billion was provided to unconsolidated CDOs.  Please tell us how you determined that you were not the primary beneficiary of these vehicles
in light of the liquidity support provided.  Address the following in your response:

• Tell us whether you considered the writ ten put options and other liquidity
agreements to be variable interests at the inception of the CDO transactions, and if so, how those variable interests impacted the primary beneficiary calculation at inception and at  each reconsideration event;

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 4

• Clarify whether you performed a quantit ative or qualitative analysis to
determine whether you were the primary be neficiary of these CDO vehicles at
inception and at each reconsideration event;

• Explain whether you consider the purch ase of commercial paper from the
vehicles to be reconsideration even ts under paragraph 15 of FIN 46(R) and
clarify whether your conclusion is diffe rent for commercial paper purchased
pursuant to written put options, ot her liquidity agreements, or non-
contractually required purchases;

• Clarify whether the commercial paper purchases during the second half of
2007 were in all cases made pursuant to the terms of the liq uidity puts, or
whether certain purchases were made in  advance of any sp ecific obligation to
purchase the commercial paper; and

• Clarify the terms of the written put options, including how “severe disruption
in the short-term funding market” is de fined.  Explain whether it is solely
based on whether the CDO can issue commercial paper at prices below the
contractual yield sp ecified in your liquidity obligations.

10. We note that you consolidated a CDO ve hicle to which you provided liquidity
support of $3.2 billion as of December  31, 2007.  Please explain whether this
CDO was newly-created dur ing 2007 or whether it wa s an existing CDO for
which you became the primary beneficiary during 2007.  If the latter, please describe the events that resulted in  the change in primary beneficiary
determination and explain how your consolid ation analysis resulted in a different
conclusion for this CDO compared to the other unconsolidated CDOs to which you provided liquidity support.

Asset Acquisition Conduits, page 38

11. Please describe the types of derivative contracts utili zed in conjunction with the
asset acquisition conduits th at you administer on behalf  of your customers.
Consider providing this disclosure in fu ture filings to the extent material.

Management of Consumer Credit Risk Concentrations
Consumer Credit Portfolio – Residential Mortgage, page 46

12. We note your disclosure con cerning your concentrations of  credit risk in certain
states (e.g. California, Florid a) with respect to your c onsumer loan portfolio.  In

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 5
light of the significant dete rioration in the housing mark ets in certain geographical
areas, please consider disclosing the de linquency statistics (e.g. charge-offs,
nonperforming, accruing past due 90 days) re lated to your residential mortgage
and home equity loan portfolios in these st ates in your future filings.  Consider
providing this information in a tabular format similar to Table 13.

Notes to Consolidated Financial Statements
Note 4 – Derivatives, page 104

13. In the table on page 105 we note your disclo sure regarding your exposure to credit
derivatives, and specifically the 103% increase in notional amount of credit
derivatives from $1.5 trillion at Decemb er 31, 2006 to $3.0 trillion at December
31, 2007.  To the extent material and a pplicable, please consider revising your
future filings to address the following types of disclosures regarding your credit derivatives either here or in your MD&A:
a. Quantify the extent to which the posi tions held in your credit derivatives
portfolio represent a purchase of credit  default protection versus a sale of
credit default protection, as well as th e types of instruments used (e.g., total
return swaps, credit default swaps, or other credit derivatives).  Within these
two categories of protection sold and pur chased, please separately quantify the
extent to which the derivative act ivity was for the following purposes:

• Provide default risk protection to  offset credit exposure to your
holdings of the related reference enti ty’s debt in your loan portfolio,
investment portfolio or loan commitments outstanding;
• Create new credit risk positions  for your own trading purposes;
• Create new credit exposures taken fo r the benefit of your clients; and
• Provide an offset to credit exposur e taken for the benefit of clients.

b. Separately quantify the gross realized  gains and losses from your credit
derivative activity.

c. Consider discussing the settlement tri ggers that are typical to the swap
contracts in your credit deriva tives portfolio.  To the extent that the nature of
the triggers varies within your portfolio, discuss that f act accordingly.

d. Discuss the overall strategies you empl oy in your credit derivatives portfolio
as well as any changes in those strate gies during the periods presented.

e. Discuss any trends experienced within the portfolio both in  terms of positions
held and realized gains and losses.  Sp ecifically disclose the reasons for the

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 6
significant increases in th e notional amounts as well as the reasons for the
changes in the credit risk of the derivatives.  Discuss any expected changes to those trends.

f. Discuss the types of counterparties (e.g. broker-dealers, other financial
institutions, non-financial institutions, and insurance and financial guaranty
firms) to your credit derivatives, and consider quantifying the notional amount of credit derivatives by type of count erparty, separated based on whether you
purchased protection from the counter party or sold protection to the
counterparty.

g. Discuss, in general terms, the poten tial impact to you should one of the
counterparties to the credit derivatives  contract experi ence a downgrade in
their credit rating.

Director Compensation, page 11

14. In future filings, please present the value of the equity awards made to directors
based upon the amounts expensed on the aw ards during the fiscal year.  Please
refer to Item 402(k)(iii) and the accompanying instructions.

15. In future filings, please refrain fr om adding columns to the Director
Compensation Table or otherw ise changing the format of the table.  Instead, if
you believe that investors mi ght benefit from more expl anation as to the results
reported in the table, please present the information in the footnotes or in an
accompanying narrative discussion.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Mr. Timothy Mayopoulos, EVP & General Counsel
Bank of America Corporation
April 11, 2008 Page 7
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Angela Connell at (202) 551-3426 or John P. Nolan, Accounting
Branch Chief, at (202) 551-3492 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact

CORRESP
1
filename1.htm

Bank of America Corporation

May 28, 2008

BY FAX AND EDGAR

Mr. Christian Windsor

Mail Stop 4561

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Bank of America Corporation

Registration Statement on Form S-4

File No. 333-149204

Dear Mr. Windsor:

     In accordance with Rule 461 under the Securities Act of 1933, as amended, Bank of America
Corporation (“Bank of America” or the “Company”) hereby respectfully requests that the Registration
Statement on Form S-4 filed by Bank of America on February 13, 2008 (File No. 333-149204), as
amended, be declared effective on May 28, 2008 at 1:00 p.m., Eastern time, or as soon as
practicable thereafter.

     Bank of America hereby acknowledges to the Securities and Exchange Commission (the
“Commission”) the following:

    1.

    Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing.

    2.

    The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing.

    3.

    The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Very truly yours,

BANK OF AMERICA CORPORATION

Name: Teresa M. Brenner

Title:   Associate General Counsel

    cc:

    Kathryn McHale, Esq.

Securities and Exchange Commission

    Benet J. O’Reilly, Esq.

Cleary Gottlieb Steen & Hamilton LLP

    Susan E. Bow

Countrywide Financial Corporation

    Nicholas G. Demmo, Esq.

Wachtell, Lipton, Rosen & Katz

CORRESP
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Bank of America Corporation

May 21, 2008

Mail Stop 4561

By U.S. Mail and facsimile to: (202) 772-9208

Christian Windsor

Mail Stop 4561

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Bank of America Corporation

Amendment No. 2 to Registration Statement on Form S-4

Filed April 30, 2008

File Number 333-149204

    Bank of America Corporation

Form 10-K for December 31, 2007, filed February 28, 2008

File Number 001-06523

Dear Mr. Windsor:

     Set forth below are the responses of Bank of America Corporation and Countrywide Financial
Corporation to the comments of the Staff of the Division of Corporation Finance, which were set
forth in your letter dated May 9, 2008 (the “May 9 Letter”) regarding Bank of America’s Form 10-K
for December 31, 2007 and Amendment No. 2 to Bank of America’s Registration Statement on Form S-4
(“Amendment No. 2”). The responses to the Staff’s comments are provided in the order in which the
comments were set out in the May 9 Letter and are numbered correspondingly. The Staff’s comments,
indicated by bold, are followed by responses on behalf of Bank of America and Countrywide.
References herein to “we” or “our” are to Bank of America Corporation and its subsidiaries.

Bank
of America Form 10-K for Fiscal Year Ended December 31,
2007:

Management’s Discussion and Analysis

Off-and On-Balance Sheet Arrangements

Collateralized Debt Obligation Vehicles, page 37

    1.

    We refer to your response to comment 9 of our letter dated April 11, 2008, and to our
telephone conversation held on May 8, 2008. Please provide us with the

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 2

    following additional information so that we may more clearly understand your involvement
with various CDO vehicles and your application of FIN 46(R) to such vehicles.

    Bullet 1

    •

    Please provide us a list of CDO vehicles with which you are involved (both consolidated and
unconsolidated) and describe your various forms of involvement (e.g., administrator, liquidity
provider, other variable interest holder) with each.

    Please see the attached Exhibit 1 for a list of the CDO vehicles to which we had super
senior exposure at December 31, 2007, as disclosed in the table entitled Super Senior
Collateralized Debt Obligation Exposure on page 29 of our Form 10-K. Included in Exhibit 1
are written put options and other liquidity obligations totaling $12.3 billion, including
support of $2.3 billion to a CDO conduit that we administer (the “Conduit”) and $10.0
billion to six third party CDOs (the “Third Party CDO Issuers”). Our obligations under
these liquidity agreements were discussed in detail in our previous response. Also included
in Exhibit 1 are other super senior CDO exposures in the form of cash instruments or
derivative contracts with an aggregate notional amount of $8.4 billion. All of the CDO
vehicles in Exhibit 1 are herein referred to collectively as the “CDO Vehicles”. To the
extent that we held other variable interests in the CDO Vehicles, we have also indicated the
notional amount of such interests at December 31, 2007.

    Exhibit 1 does not include other CDO exposures that we hold as a result of our typical sales
and trading activities, including derivative contracts through which we may buy or sell
credit protection on CDO exposures. These sales and trading positions, which were acquired
through routine trading activities, do not represent significant variable interests in a CDO
vehicle and are therefore excluded from our comments that follow. Also, as noted in our
previous letter dated April 30, 2008, $451 million of our liquidity obligations pertain to
Canadian CDO vehicles. To date, we have not purchased any commercial paper (“CP”) that was
issued by the Canadian CDO vehicles, and we do not hold any other variable interests in
these vehicles. Accordingly, we have excluded the Canadian CDO vehicles from our comments
in the remainder of this letter.

    We provided structuring, debt placement and/or underwriting services for all of the CDO
Vehicles. We serve as a CP dealer for the Conduit and the Third Party CDO Issuers to which
we provide liquidity support. We are the administrator of the Conduit but do not provide
administrative or collateral management services for any of the other CDO Vehicles.

    We entered into several types of derivative contracts with the CDO Vehicles at inception.
For example, we may provide interest rate swaps to eliminate the interest rate mismatch when
fixed rate assets are funded by variable rate debt. In a few cases, we provide
cross-currency swaps. We also provide cash flow swaps to several of the CDO Vehicles,
including the Conduit, to eliminate the mismatch in timing between the receipt of cash on

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 3

    assets and payments due on liabilities of the vehicles. In determining whether these
derivatives are variable interests in the CDO Vehicles, we considered the guidance in
paragraph 13 of FSP No. FIN 46(R)-6, Determining the Variability to Be Considered in
Applying FASB Interpretation No. 46(R):

         “The following characteristics, if both are present, are strong indications that a
derivative instrument is a creator of variability:

         a. Its underlying is an observable market rate, price, index of prices or rates, or
other market observable variable (including the occurrence or nonoccurrence of a specified
market observable event).

         b. The derivative counterparty is senior in priority relative to other interest holders
in the entity.”

    The underlyings for the interest rate and cross-currency swaps are observable market
variables, and payments due to us under all of these derivatives are senior in the waterfall
to all payments of principal and interest due to investors in the CDO Vehicles.
Accordingly, these swaps are creators of variability and thus are not variable interests in
the CDO Vehicles.

    We have also entered into credit derivatives with several CDO Vehicles through which we
purchased credit protection on a variety of debt securities. These credit derivatives
create variability and are not considered to be variable interests in the CDO Vehicles.
Proceeds from debt securities issued by the CDO Vehicles serve as collateral for the CDO
Vehicles’ obligations to us under the credit derivatives.

    Bullet 2

    •

    Please describe any structural differences between the CDO conduit you administer and the
third party CDOs, and discuss the different classes and types of securities issued by each.

    Except for the Conduit, each of the CDO Vehicles holds a diversified pool of structured
securities with pre-determined characteristics. The collateral pool may include principally
high grade or mezzanine securities, or securities issued by other CDOs (referred to as
CDOs-squared). To fund the acquisition of the asset pool, each CDO issued several classes
of securities with ratings ranging from AAA to below investment grade, as well as a class of
junior securities that is not rated. Each class of securities is subordinated to those with
a higher rating, with the non-rated junior securities providing first loss protection. The
economic risks and rewards of the assets are passed through to the investors holding the
various classes of securities, with the subordinated securities receiving a higher coupon
than the senior securities to compensate for the increased risk of loss due to default.

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 4

    The Conduit was a unique structure when it was created in 2005. It holds a small number of
super senior CDO securities (in each case, the “Class A-1A Notes”) issued by certain third
party CDOs (the “Conduit Investment CDOs”) and was designed to benefit the Conduit
Investment CDOs by providing them access to the CP market. The Conduit obtains all of its
funding through the issuance of CP, which benefits from the liquidity support that we
provide. Due to the high quality of its assets, the Conduit did not issue subordinated
securities and it was not required by the rating agencies to obtain other forms of credit
enhancement. We are the administrator of the Conduit and our obligations and
responsibilities are discussed in more detail in our response to Bullet 3 below.

    Bullet 3

    •

    Please explain your obligations and responsibilities as the CDO conduit administrator. For
example, discuss when you are contractually permitted to remove certain assets from the CDO
conduit, versus when you are required to do so. Please explain how any losses realized upon
your purchase of assets from the conduit, either when contractually obligated or contractually
permitted, are allocated to the CDO security holders.

    [Confidential Treatment Requested by Bank of America Corporation]

    Bullet 4

    •

    Tell us when you would have been contractually obligated to perform under the liquidity
puts had you not voluntarily purchased the commercial paper issued by the CDOs. Additionally,
please clarify whether your maximum obligation under the liquidity puts was reduced (for at
least as long as you held the commercial paper outright) when you chose to purchase the
commercial paper from the CDOs in advance of the liquidity puts being formally exercised.

    We purchased CP from the Conduit and the Third Party CDO Issuers only after we were informed
by broker-dealers and other parties involved with the CDOs that they were unable to re-issue
some or all of their maturing CP at less than the contractually-specified yield.
Accordingly, had we not voluntarily purchased the CP, we would have been obligated to
purchase CP under our liquidity agreements on that same day. As stated in our previous
letter dated April 30, 2008, we chose to purchase CP directly from the Conduit and the Third
Party CDO Issuers rather than wait for the liquidity obligations to be exercised (i) in
order to maintain liquidity in the ABCP market generally and with respect to the Conduit and
the Third Party CDO Issuers specifically, (ii) so that we could determine the tenor of paper
that we would purchase, and (iii) for operational simplicity. We believe that the
difference between voluntarily purchasing CP under these conditions and waiting for the
liquidity puts to be exercised is not meaningful and that the accounting results should be
the same in either case.

    The liquidity agreements obligate us to purchase newly-issued CP whenever maturing CP cannot
be re-issued at less than the contractually-specified yield. Accordingly, our

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 5

    maximum obligation under the liquidity agreements is not increased or decreased when we hold
CP outright, regardless of whether we voluntarily purchased the CP or if the liquidity puts
were exercised. Instead, the CP that we hold remains subject to the liquidity agreements.
If the CP dealers are unable to issue new CP to repay the CP that we hold when it matures,
we remain obligated under the liquidity agreements to purchase newly-issued CP.

    Bullet 5

    •

    Please explain why the voluntary purchase of commercial paper in advance of the liquidity
puts being formally exercised could have resulted in the consolidation of the CDOs as of
December 31, 2007 had you concluded the voluntary purchase of commercial paper was a
reconsideration event.

    We raised this point in our previous response because we had become aware of another view in
the marketplace. Specifically, a market participant might conclude that the purchase of CP
under the circumstances we faced would be a reconsideration event. Although we disagree
with this interpretation, as discussed in our response to Bullet 7 below, we believe that a
reconsideration analysis in the fourth quarter of 2007, if performed, would likely have led
to consolidation of the Conduit and the Third Party CDO Issuers, as discussed below. Our
intent was to frame the issue for the Staff’s review so as to permit an accurate assessment
of the impact of consolidation on our financial condition and results of operations.

    A reconsideration analysis is based on current market conditions and incorporates current
expectations of future cash flows. In the fourth quarter of 2007, the capital markets faced
an unprecedented liquidity crisis and we faced widespread losses on debt securities
exceeding amounts that had been anticipated in the FIN 46(R) analyses performed at inception
of the Conduit and each Third Party CDO Issuer. As a result, cash flow projections
performed at that time in connection with a reconsideration analysis would have utilized
significantly different assumptions than those that had been considered reasonable and
appropriate at inception.

    In our original FIN 46(R) analysis for the Conduit, we had concluded that interest rate risk
was the primary source of variability and that the Conduit Investment CDOs would absorb
substantially all of this variability. We did not expect credit losses to be a significant
source of variability due to the high credit quality of the Conduit’s assets, all of which
were super senior securities issued by the Conduit Investment CDOs that benefited from
subordination levels exceeding that required for a AAA rating by 50%. However, market
conditions in the second half of 2007 eroded the value of the assets held in the Conduit
Investment CDOs, causing a decline in value of the super senior securities held as assets of
the Conduit. Our liquidity agreement with the Conduit and related contracts with the
Conduit Investment CDOs obligate us to absorb losses on these assets if they are removed
from the Conduit and cannot be sold at a price less than par. As a result, we absorbed
market losses created by the assets of the Conduit. Although we do not believe a
reconsideration event occurred, had we performed a reconsideration

Christian Windsor

Securities and Exchange Commission

May 21, 2008

Page 6

    analysis during the fourth quarter of 2007, we would likely have concluded that we would
absorb a majority of variability created by the assets of the Conduit and we would therefore
have consolidated the Conduit.

    In our original FIN 46(R) analyses for the Third Party CDO Issuers, we had concluded that
credit risk was the primary source of variability and that the subordinated securities
issued by the Third Party CDO Issuers would absorb substantially all of this variability.
Contrary to our expectations, the subordinated securities were not sufficient to absorb
substantially all of the credit risk created by the assets of the Third Party CDO Issuers.
Instead, market losses in the second half of 2007 had erased all or most of the value of the
subordinated securities and were also eroding the value of the super senior CP. As our
written put options obligate us to purchase CP at par value, we absorbed market losses
created by the assets of the Third Party CDO Issuers. Although we do not believe a
reconsideration event occurred, had we performed a reconsideration analysis during the
fourth quarter of 2007, we would likely have concluded that we would absorb a majority of
variability going forward through these written put options and we would therefore have
consolidated the Third Party CDO Issuers.

    Notwithstanding the above, we believe that our interpretation was reasonable and supported
by the guidance in FIN 46(R). Specifically, we do not believe that the purchase of CP under
these circumstances was a reconsideration event. However, in consideration of other
interpretations, we note that consolidation of the Conduit and the Third Party CDO Issuers
would have had no impact on net earnings, as we had already captured any loss in value of
the Conduit’s and Third Par

CORRESP
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Bank of America Corporation

April
30, 2008

Mail Stop 4561

By U.S. Mail and facsimile to: (202) 772-9208

Christian Windsor

Mail Stop 4561

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Bank of America Corporation

    Amendment No. 1 to Registration Statement on Form S-4

    Filed March 27, 2008

    File No. 333-149204

    Bank of America Corporation

    Form 10-K for December 31, 2007, filed February 28, 2008

    Schedule 14A filed March 19, 2008

    File Number 001-06523

Dear Mr. Windsor:

     Set forth below are the responses of Bank of America Corporation and Countrywide Financial
Corporation to the comments of the Staff of the Division of Corporation Finance, which were set
forth in your letter dated April 11, 2008 (the “April 11 Letter”) regarding Amendment No. 1 to Bank
of America’s Registration Statement on Form S-4 (“Amendment No. 1”), Bank of America’s Form 10-K
for December 31, 2007, and Bank of America’s Schedule 14A. The responses to the Staff’s comments
are provided in the order in which the comments were set out in the April 11 Letter and are
numbered correspondingly. The Staff’s comments, indicated by bold, are followed by responses on
behalf of Bank of America and Countrywide.

Amendment No. 1 to Bank of America’s Registration Statement on Form S-4:

     Note: In this section of this response letter, references to page numbers and section headings
refer to page numbers and section headings in Amendment No. 2 to Bank of America’s Registration on
Form S-4 (“Amendment No. 2”), as filed concurrently
with this letter and dated April 30, 2008,
via EDGAR submission. Such amendment reflects the responses to the Staff’s comments contained
herein and other changes and updates deemed necessary or appropriate. We

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 2

have also provided, on a supplemental basis, a blackline of the Form S-4 marked against Amendment
No. 1 to facilitate the Staff’s review.

          Capitalized terms used in this section without definition have the meanings specified in
Amendment No. 2.

General Comments on the Registration Statement

    1.

    In your response to prior comment 3, you indicated that Bank of America does not believe that
the decision as to how the outstanding obligations of Countrywide will be backed by Bank of
America is material to a voting or investment decision by the shareholders of Countrywide.
The staff is not able to agree with this analysis, as it appears that the decision to
guarantee or assume the outstanding debt of Countrywide would materially affect the financial
health of Bank of America and therefore could be material to a voting decision in which the
result of the transaction would be the exchange of Countrywide shares for shares of Bank of
America. Therefore, please provide the information requested by prior comment 3, or provide
analysis as to how the decision to assume or guarantee the debt of Countrywide is not material
to Bank of America or its shareholders.

    In response to the Staff’s comment, we have provided additional disclosure on page 58.

Risk Factors, page 18

    2.

    We note your response to our former comment 6; please consider adding disclosure relating to
the current FBI investigation into securities fraud at Countrywide (as first reported in the
Wall Street Journal on March 8, 2008) and any foreseeable impact it may have on the merger.

    The Department of Justice has stated that it cannot confirm or deny whether it is conducting
an investigation, and, therefore, Countrywide cannot confirm the accuracy of news accounts
about an FBI investigation. Countrywide supplementally advises the Staff that it has no
reason to anticipate that the news reports or any underlying facts or circumstances would
have any impact on the merger.

Countrywide’s Reasons for the Merger: Recommendation of the Countrywide Board of Directors, page 27

    3.

    Revise this section to specifically note that some of the analysis performed by Countrywide’s
financial advisors did not support the overall fairness determination and state whether the
board considered this factor in arriving at its recommendation.

    In response to the Staff’s comment, we have revised the disclosure on page 29.

Opinions of Countrywide’s Financial Advisors, page 32

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 3

    4.

    The disclosure added in response to prior comment 14 does not clearly indicate that the
amounts disclosed represent all compensation paid to the financial advisors or merely the fees
paid for the described services. Please clarify that the amounts represent all compensation
paid to each of the financial service providers, rather than the amounts paid for certain
types of services.

    In response to the Staff’s comment, we have revised the disclosure on page 32.

Exhibit 5: Legality Opinion

    5.

    Please revise the last paragraph of your legality opinion; you can limit your opinion as to
scope but not person.

    In response to the Staff’s comment, we have revised the last paragraph of our legality
opinion.

    6.

    We note that you disclaim your obligation to update your opinion; accordingly, please
represent to staff that you intend to file this opinion immediately prior to effectiveness or
give your opinion as of the date of effectiveness rather than the “date hereof.”

    We hereby confirm that we intend to file the legality opinion immediately prior to
effectiveness of the Form S-4.

Bank of America Form 10-K for Fiscal Year Ended December 31, 2007:

Management’s Discussion and Analysis

Off- and On-Balance Sheet Arrangements

Corporation-Sponsored Multi-Seller Conduits, page 36

    7.

    We note that you administer three multi-seller conduits to which you provide liquidity,
standby letters of credit or similar loss protection commitments. Please tell us and revise
future filings to provide detailed disclosures regarding your obligations under these
liquidity facilities. Consider providing the following in your revised disclosures:

    •

    Whether your obligation is to purchase commercial paper, provide capital commitments
or to purchase assets from the conduits;

    •

    Whether there are triggers associated with your obligations to fund; and

    •

    Whether there are any terms that would limit your obligation to perform.

    We will expand our future filings to provide additional details pertaining to our
commitments to the multi-seller conduits as follows:

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 4

    •

    Our liquidity, standby letters of credit (“SBLC”) and similar loss protection
commitments obligate us to purchase assets from the conduits at the conduits’ cost.
Subsequent realized losses on assets purchased from the unconsolidated conduits
would be reimbursed from the cash received from the sale of capital notes and
equity interests to third party investors. We would absorb losses in excess of
such amounts.

    •

    If a conduit is unable to re-issue commercial paper due to illiquidity in the
commercial paper market or deterioration in the asset portfolio, we are obligated
to provide funding subject to certain limitations, as described below.

    •

    Our obligations to purchase assets under the SBLC and similar loss protection
commitments are subject to a maximum commitment amount, which is typically set at
8% to 10% of the total outstanding commercial paper. Our obligation to purchase
assets under the liquidity agreements, which comprise the remainder of our
exposure, is generally limited to the amount of non-defaulted assets. We are not
obligated to fund under the liquidity, SBLC or similar loss protection commitments
if the conduit is the subject of a voluntary or involuntary bankruptcy proceeding.

Municipal Bond Trusts and Corporate SPEs, page 37

    8.

    We note your disclosure regarding liquidity support provided to other corporate conduits.
It indicates that in the event that you are unable to remarket the conduit’s commercial paper
such that it no longer qualifies as a QSPE, you would consolidate the conduit. Please confirm
that the reason the QSPE status could be invalidated is due to the requirement in paragraph 36
of SFAS 140. Additionally, in light of your obligation to purchase assets from the vehicles
if the assets or insurers are downgraded, please tell us how you concluded that the SPE met
the criteria to qualify as a QSPE.

    We confirm that QSPE status of the other corporate conduits could be invalidated due to the
requirements in paragraph 36 of SFAS 140. As indicated in paragraph 35(a) of SFAS 140, a
QSPE must be “...demonstrably distinct from the transferor.” Paragraph 36 indicates that if
a QSPE is not a guaranteed mortgage securitization it is demonstrably distinct from the
transferor only if it cannot be unilaterally dissolved by the transferor, its affiliates, or
its agents and at least 10 percent of the fair value of its beneficial interests is held by
parties other than the transferor, its affiliates, or its agents. Consequently, if one or
more of our corporate conduits were unable to remarket a sufficient percentage of its
commercial paper to meet this test, that conduit would no longer be a QSPE because it would
no longer be demonstrably distinct from the transferor (i.e., Bank of America Corporation)
and we would consolidate.

    Paragraph 35(d)(1) of SFAS 140 permits a QSPE to sell assets in an automatic response to the
occurrence of an event or circumstance that (a) is specified in the legal documents

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 5

that established the SPE or created the beneficial interests in the transferred assets; (b) is
outside of the control of the transferor, its affiliates, or its agents; and (c) causes, or
is expected to cause, the fair value of those financial assets to decline by a specified
degree below the fair value of those assets when the SPE obtained them.

The other corporate conduits are required to sell an asset in an automatic response to the
occurrence of the downgrade of the asset caused by a downgrade of the issuer or, if
applicable, the insurer of the asset. This requirement meets the criteria in paragraph
35(d)(1) based on the following:

    (a)

    The liquidity agreements were established at the time the conduits were
created.

    (b)

    The sale of an asset is triggered by the downgrade of the issuer or
insurer of that asset or an event of default by the issuer. Such events are
outside of our control.

    (c)

    At the time of transfer into the conduit, each asset is typically rated
AAA based on the rating of the issuer or the insurer, as applicable. If an asset
is downgraded below AA-, the conduit is required to sell the asset. Such a
downgrade from the initial rating will cause the fair value of the asset to
decline.

We also have a conditional call option on the assets in one of the other corporate conduits.
The call can only be exercised if the asset is downgraded from its rating at the time of
transfer into the conduit, but not below a rating of AA-, or if the asset has been placed on
negative credit watch by one of the rating agencies. The call expires if it is not
exercised within 30 days following the occurrence of such an event.

Paragraph 35(d)(3) permits a QSPE to sell assets in response to the transferor’s exercise of
a call that is specified in the legal documents that established the SPE, transferred assets
to the SPE, or created beneficial interests in the transferred assets. Our conditional call
option is specified in the legal documents that created beneficial interests in the
transferred assets, specifically commercial paper, and is therefore permitted in accordance
with paragraph 35(d)(3).

Paragraph 88 states that a conditional call that can be exercised only in response to a
third party’s action that has not yet occurred does not maintain the transferor’s effective
control over the assets and thus does not preclude sale accounting. Our conditional call
option can be exercised only in response to the downgrade or threatened downgrade of an
asset by a third party rating agency, and such events are outside of our control.
Accordingly, the conditional call option does not preclude sale accounting.

Based on the above, we believe that sales of assets from the other corporate conduits comply
with the requirements of SFAS 140 and that these conduits meet the definition of a QSPE in
SFAS 140.

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 6

Collateralized Debt Obligation Vehicles, page 37

    9.

    We note you provided $12.3 billion of liquidity support to CDO vehicles during 2007, of which
$9.1 billion was provided to unconsolidated CDOs. Please tell us how you determined that you
were not the primary beneficiary of these vehicles in light of the liquidity support provided.
Address the following in your response:

    •

    Tell us whether you considered the written put options and other liquidity
agreements to be variable interests at the inception of the CDO transactions, and if
so, how those variable interests impacted the primary beneficiary calculation at
inception and at each reconsideration event;

    Our written put options and other liquidity obligations to unconsolidated CDOs at December
31, 2007 included support of $2.3 billion to a CDO conduit that we administer (the
“Conduit”) and $6.8 billion to third party CDOs (the “Third Party CDO Issuers”).

    As discussed in more detail below in response to the second part of this comment, we
performed a quantitative FIN 46(R) analysis for the Conduit at its inception in 2005. We
concluded that we were not the primary beneficiary. However, given our role as
administrator and liquidity provider, we concluded that we held a significant variable
interest in the Conduit and it would be appropriate to include the Conduit in our FIN 46(R)
disclosures.

    The Conduit holds only super senior CDO tranches, and we consider the purchase of each new
asset by the Conduit to be a reconsideration event. At the time of each reconsideration
event, we reaffirmed our conclusion that we were not the primary beneficiary. However,
during 2007, we did not perform any quantitative tests as no new assets were purchased by
the Conduit.

    Although we exercised our right as administrator to remove certain assets from the Conduit
during the fourth quarter of 2007 due to credit deterioration, we did not consider the
removal of these assets to be a reconsideration event because the actions were taken in
accordance with pre-existing legal arrangements. Finally, we did not consider the purchase
of commercial paper (“CP”) issued by the Conduit during 2007 to be a reconsideration event
because it did not expose us to any new risk or variability, as discussed in more detail
below in response to the third part of this comment. As no reconsideration events occurred
in 2007, we did not perform a reconsideration analysis for the Conduit in 2007.

    As discussed in more detail below, we performed qualitative analyses for each of the Third
Party CDO Issuers and concluded that we were not the primary beneficiary.

    All of our liquidity obligations to Third Party CDO Issuers arose prior to June 30, 2007.
We did not consider these obligations to be significant variable interests at inception of
the transactions based on the following:

Christian Windsor

Securities and Exchange Commission

April 30, 2008

Page 7

AAA Rating of Super Senior Tranches

Our obligations pertain to super senior tranches, each of which benefited from a level
of subordination exceeding the amount that would have been required for a AAA-rating,
typically by 50%. Given the historically low loss r

CORRESP
1
filename1.htm

Bank of America Corporation

Bank
of America

101 S. Tryon Street

Charlotte, NC 28255

March 27, 2008

Mail Stop 4561

By
EDGAR and facsimile

Christian Windsor

Mail Stop 4561

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Bank of America Corporation

Registration Statement on Form S-4

Filed February 13, 2008

File No. 333-149204

Dear Mr. Windsor:

     Set forth below are the responses of Bank of America Corporation and Countrywide Financial
Corporation to the comments of the Staff of the Division of Corporation Finance, which were set
forth in your letter dated March 8, 2008 (the “March 8 Letter”) regarding Bank of America’s
Registration Statement on Form S-4 (the “Original Form S-4”). The responses to the Staff’s
comments are provided in the order in which the comments were set out in the March 8 Letter and are
numbered correspondingly.

     The Staff’s comments, indicated by bold, are followed by responses on behalf of Bank of
America and Countrywide. References in this letter to page numbers and section headings refer to
page numbers and section headings in Amendment No. 1 to Bank of
America’s Registration Statement on Form S-4
(the “Form S-4”), as filed concurrently with this letter
and dated March 27, 2008, via EDGAR
submission. Such amendment reflects the responses to the Staff’s comments contained herein and
other changes and updates deemed necessary or appropriate. We have also provided, on a supplemental
basis, a blackline of the Form S-4 marked against the Original Form S-4 to facilitate the Staff’s
review.

     Capitalized terms used in this letter without definition have the meanings specified in the
Form S-4.

Christian Windsor

Securities and Exchange Commission

March 27, 2008

Page 2

General

    1.

    Please file all exhibits, including drafts of your legality and tax opinions, with your next
amendment; providing them as soon as practicable will permit for an expedited review of the
materials.

    In response to the Staff’s comment, we have filed all exhibits with the Form S-4 filed on
March 27, 2008.

    2.

    Please provide any presentation, memo, report or other material provided to the board of
Countrywide by either Goldman Sachs or Sandler O’Neill with regard to the valuation or
fairness of the transaction.

    We understand that a copy of the presentation materials dated January 10, 2008 jointly
prepared by Goldman Sachs and Sandler O’Neill for the Countrywide board of directors has
been provided to the Staff by Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for
Goldman Sachs, under separate cover requesting confidential treatment pursuant to Exchange
Act Rule 12b-4 and Securities Act Rule 418 and pursuant to the provisions of 17 C.F.R. §
200.83. Countrywide has confirmed to us that this is the only presentation provided to its
board by Goldman Sachs or Sandler O’Neil in connection with the transaction.

    3.

    It appears that you intend to maintain the assets and obligations of Countrywide in Red Oak
Merger Corporation. Please clarify whether you will consolidate Red Oak and whether Bank of
America will guarantee or assume the debt of Countrywide so that investors can better evaluate
the impact of the merger upon the Bank of America shares they will acquire.

    As described in the Form S-4, Countrywide will be merged with and into Red Oak Merger
Corporation, which will be renamed Countrywide Financial Corporation at the effective time
of the merger and continue as a wholly-owned subsidiary of Bank of America. The results of
Countrywide and its consolidated subsidiaries will be included in Bank of America’s
consolidated financial statements following the merger. In response to the Staff’s comment,
we have added disclosure to this effect on page 3.

    Bank of America does not expect that its decision regarding whether it will guarantee or
directly assume any of Countrywide’s existing debt would be material to a Countrywide common
stockholder’s evaluation of the impact of the merger on the value of Bank of America common
stock. Decisions around this issue will be made in the normal course of our transition
planning activities.

Summary, page 3

    4.

    Please revise the preamble to state that it highlights the material, not “selected,”
information.

Christian Windsor

Securities and Exchange Commission

March 27, 2008

Page 3

    In response to the Staff’s comment, we have revised the preamble on page 3.

Countrywide’s Officers and Directors Have Financial Interests in the Merger, page 5

    5.

    Please provide a dollar amount (estimated, if necessary) for the various benefits and a total
for each individual both here and on page 42. Also, please revise this section to include a
discussion of the retention arrangements referenced on page 42 including the amounts of the
lump sum payments.

    In response to the Staff’s comment, we have revised the disclosure on pages 5-6 and 47-55.

Risk Factors, page 16

    6.

    Please include a risk factor which discusses the litigation referred to on page 41 or advise
staff why this is not appropriate.

    In response to the Staff’s comment, we have added a risk factor on page 18.

    7.

    Please include a risk factor which discusses the change in market conditions and the fact
that shareholders are being offered less than book value for their shares.

    Bank of America respectfully notes that the risk factors included its Form 10-K for the year
ended December 31, 2007, which are incorporated by reference in the Form S-4, already
highlight risks associated with the recent volatility in the credit markets. These risks
also are discussed in the risk factors included in Countrywide’s Form 10-K for the year
ended December 31, 2007. Accordingly, Bank of America believes that no additional risk
factor is necessary.

    Bank of America does not believe that the fact that the current market value of the merger
consideration it is offering Countrywide shareholders is less than the current book value of
their shares is a risk that affects either Bank of America or the securities being offered
by it, and accordingly that lack is not a risk factor. In response to the Staff’s
comment, however, we have added additional disclosure regarding the comparison between the
merger consideration and the book value per Countrywide share in the disclosure on page 4 and, as
further described below in response to comment number 13, in the disclosure on page 29.

    8.

    Add a risk factor that discusses the changes in shareholder rights for Countrywide
shareholders when they exchange for Bank of America common stock.

    In response to the Staff’s comment, we have added a risk factor on page 19.

Christian Windsor

Securities and Exchange Commission

March 27, 2008

Page 4

The
market price of Bank of America common stock. . . , page 16

    9.

    Revise this risk factor so that it addresses a discrete risk. At present, you appear to
indicate that circumstances might change in the future, rather than discuss known, material
risks of investing in Bank of America stock.

    Bank of America respectfully submits that the risk that the market may value its common
stock after the merger differently than the market valued each company’s common
stock independently prior to the acquisition is a discrete risk arising from the merger. We
further believe that such a risk factor is customary (see, e.g., 424(b)(3) filed by JDS
Uniphase on January 15, 2008, 424(b)(3) filed by Wachovia Corporation on August
30, 2007, 424(b)(3) filed by Wells Fargo & Co. on August 23, 2007 and 424(b)(3) filed
by Merrill Lynch & Co. Inc. on June 22, 2007) and consistent with Item 503(c) of Regulation
S-K.

Recommendation of the Countrywide Board of Directors, page 22

    10.

    In the risk factor on page 17 you indicate that Countrywide will not seek updated fairness
opinions from either of its financial advisors. Please clarify that despite the lack of any
update in the fairness opinions, the Board’s recommendation is as of the date of the
registration statement.

    In response to the Staff’s comment, we have revised the disclosure on pages 17 and 29.

Background of the Merger, page 24

    11.

    Please revise to describe the negotiation of the principal terms of the merger, including
price.

    In response to the Staff’s comment, we have revised the disclosure on page 26.

    12.

    In the penultimate paragraph on page 24, you state that “Countrywide’s regulatory consultants
reported on the status of regulatory matters;” please elaborate to disclose the current status
of Countrywide’s regulatory concerns, including any approvals required for the merger.

    In response to the Staff’s comment, we have revised the disclosure on pages 25 and 26.

    13.

    It appears that the Board of Directors agreed to a merger consideration that was a
substantial discount to the net book value of Countrywide. Please revise this section to
clarify whether the Board considered the discount to book value in making its recommendation
and whether the Board considered any other courses of action.

    In response to the Staff’s comment, we have revised the disclosure on page 29.

Christian Windsor

Securities and Exchange Commission

March 27, 2008

Page 5

Opinions
of Countrywide’s Financial Advisors, page 30

    14.

    Please disclose all compensation received by Goldman Sachs and its affiliates from
Countrywide and its affiliates during the past two years in accordance with Item 1015 of
Regulation M-A and Item 4 of Form S-4. Similarly, please disclose all compensation received
by Sandler O’Neill and its affiliates from Countrywide and its affiliates during the past two
years.

    In response to the Staff’s comment, we have revised the disclosure on page 32.

    15.

    It appears that the implied valuation of Countrywide falls outside the range of values for a
number of the methodologies employed by Goldman Sachs and Sandler O’Neill. Revise the
disclosure to indicate how the valuation outside the range impacted the fairness opinions of
Countrywide’s financial advisors. In particular, please disclose whether any of these
analyses failed to support the fairness conclusions of the advisors.

    In response to the Staff’s comment, we have revised the disclosure on page 40.

    16.

    Revise this section to discuss in more detail the reasons that Countrywide’s financial
advisors chose to use the Stress Case in valuing the shares of Countrywide. Also, please
provide more detail regarding the assumptions used to result in the expected cash flows for
Countrywide under the stress case.

    In response to the Staff’s comment, we have revised the disclosure on page 35.

    17.

    Revise this section to provide a summary discussion of the Precedent Transactions Analysis
discussed in the Fairness Opinion Materials presented to the Board by Goldman Sachs and
Sandler O’Neill.

    In response to the Staff’s comment, we have revised the disclosure on page 37.

Discounted Cash Flow Analysis — Bank of America, page 40

    18.

    Revise this section to disclose not only the implied value of Bank of America common stock,
but also the implied value of the merger consideration, .1822 of a share of Bank of America
stock.

    In response to the Staff’s comment, we have revised the disclosure on page 40.

*            *            *

Christian Windsor

Securities and Exchange Commission

March 27, 2008

Page 6

     Please direct any questions concerning the above responses to Benet J. O’Reilly (telephone:
(212) 225-2746; fax: (212) 225-3999) with a copy to the undersigned (telephone: (704) 386-4238;
fax: (704) 386-0181).

Very truly yours,

Teresa M. Brenner

Associate General Counsel

Bank of America Corporation

Enclosures
(being filed by EDGAR and delivered by hand)

cc: Kathryn McHale, Esq.

August 21, 2007
 Mail Stop 4563
By U.S. Mail and facsimile to (704) 386-1670

Kenneth D. Lewis Chief Executive Officer Bank of American Corp.
Bank of America Corporate Center
100 N. Tryon Street  Charlotte, North Carolina 28255

Re:  Bank of America Corp.  Definitive 14A   Filed March 19, 2007
File No. 01-6523
 Dear Mr. Lewis:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply.
Please understand that after our review of all of your responses, we may raise additional
comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Kenneth D. Lewis, Chief Executive Officer
Bank of American Corp.
August 21, 2007 Page 2  Compensation Committee, page 7

1. You provide disclosure regarding two consultants who served the Compensation Committee in 2006.  Revise your discussion to more specifi cally discuss the
services provided by the consultants a nd the nature and the scope of their
assignments.  Please refer to Item 407(e)(3)(iii) of Regulation S-K.
2. It appears that the Compensation Committ ee has a significant role in providing
oversight and control over the executive compensation program of Bank of America.  However, your discussion indi cates that the Boar d retains a certain
amount of oversight, where the Committ ee makes recommendations to the Board
and also provides the Board with info rmation, including the executive officers
tally sheets.  Revise this section to cl arify the extent to which the Committee’s
authority to approve compensation is limited and therefore ultimate approval requires Board action.  Please refer to Item 407(e)(3)(i) of Regulation S-K.
 Compensation Discussion and Analysis, page 19

3. You disclose that the Committee considers business line performance in setting the compensation of executives who have significant line of business
responsibilities.  You also discuss, in detail, the factors the Committee considered
in setting Mr. Lewis’ compensation.  To  the extent that the decision making
process for the other named executiv e officers was different, including a
consideration of other performance measurements, please discuss the
compensation determinations for those na med officers.  Please refer to Item
402(b)(1)(v) and 402(b)(2)(v, vi, and vii) of Regulation S-K.
4. One of the questions to be addressed as  part of the Compensation Discussion and
Analysis section is how the amount of each element of compensation was
determined.  You provide disclosure rega rding various factors considered by the
Committee and by the CEO in making r ecommendations to the Committee,
including peer group compensation info rmation, corporate level performance
targets, performance compared to the pe rformance of your two peer groups and
performance of individual business units (f or executive officers with line of
business responsibilities).  However,  your discussion of the process for
determining cash incentive compensation a nd the size of long term compensation
do not directly tie any of these factors to the ultimate compensation decision.  Please revise your discussion to indicate the extent to which the size of the
compensation provisions are directly tied to  particular measurements of corporate
performance or to match a particular meas urement of peer group pay practices.
To the extent that these factors are considered and inform the Committee’s
determination, but the ultimate decision on the size or target payout is set using
the Committee’s discretion, please discuss th e use of discretion.  Please refer to
Item 402(b)(1)(v) and 402(b)(2)(vi) of Regulation S-K.

Kenneth D. Lewis, Chief Executive Officer
Bank of American Corp.
August 21, 2007 Page 3
5. There appears to be significant differen ces in the amounts paid to Mr. Lewis and
the amounts paid to the other named executive  officers.  Revise the disclosure to
discuss the reasons that the Committee dete rmined that the disparity in the amount
of compensation of the Chief Executive compared to the other named executives
was consistent with Bank of America’s compensation program.  In the last paragraph of Section II(B )(1) of Release 33-8732A, th e Commission clarified that
you should discuss material differences in  the compensation po licies between the
named executive officers.  Please also refe r to Item 402(b)(2)(vii) of Regulation
S-K.
Impact of SEC and Accounting Rules on Compensation Disclosure, page 25

6. In what appears to be a closing pi ece of your Compensation Discussion and
Analysis, you provide disclosure an d a table which shows how you viewed
compensation amounts when determining the total compensation for the named
executives.  Revise your disc losure to ensure that this  table is not given greater
prominence than the required tables , including the Summary Compensation
Table.  In particular, please refrain fr om using the heading “Alternative Summary
Compensation Table” which appears to present your table of compensation actions as part of the same series of tables as the Summar y Compensation Table,
as the other tables appear to be part  of your analysis of your compensation
decisions and should be presented as such.  Finally, please clarify that while your
table is presented to explai n how you view the disclosu re, you should explain that
your alternative table and disclosure are not a substitute for the complete information required by the SEC’s rules.
 Summary Compensation Table, page 27

7. You provide a number of detailed footnot es to the Summary Compensation Table
and the Grant of Plan Based Awards Table.  Please limit the use of footnotes to required disclosure or other information explaining adjustments or assumptions.  Please place more broad-based explan atory information in the narrative
discussion of these tables called for by It em 402(e) of Regulation S-K or in your
CD&A, as appropriate.
8. Revise to disclose the assumptions used to value the restricted stock awards, or
make reference to the rele vant portion of your notes to financial statement or
Management’s Discussion and Analysis ca lled for by the Instru ctions to 402(c)(v)
and (vi) of Regulation S-K.

Certain Transactions, page 42

9. Please revise your discussion of credit relationships between Bank of America
and your officers and directors to include the full representation required by

Kenneth D. Lewis, Chief Executive Officer
Bank of American Corp. August 21, 2007 Page 4
Instruction 4(c) to Item 404(a) of Regulation S-K.
 Closing Comment

  Please respond to our comments by September 14, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at  (202) 551-3419 with any questions.

Sincerely,   Christian N. Windsor Special Counsel

Mail Stop 4561
 January 25, 2008
 Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tyron Street Charlotte, NC 28255
Re: Bank of America Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
Forms 10-Q for the Quarterly Periods Ended March 31, 2007, June
30, 2007, and September 30, 2007
  File No. 1-6523

Dear Mr. Price:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

John P. Nolan Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Correspondence Letter

 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 7, 2008

 Mr. John P. Nolan

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:
Bank of America Corporation

 Form 10-K for the
Fiscal Year Ended December 31, 2006

 Forms 10-Q for the Quarterly Periods Ended March 31, 2007, June 30, 2007 and
September 30, 2007

 File Number: 1-6523

 Dear Mr. Nolan:

 We have received and reviewed your letter dated December 12, 2007. 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 the Quarterly Period Ended September 30, 2007

 Consolidated Financial Statements

 Note 11 –
Commitments and Contingencies

 Litigation and Regulatory Matters, page 24

1.

We note the statement in the November 13, 2007 conference presentation by Joe L. Price that you expect to recognize your share of the Visa settlement with American Express in the
fourth quarter. Please tell us the following:

 •       the dollar amount and percentage of your ownership in Visa;

Response:

On September 30, 2007, our ownership interest in Visa USA was 11.5 percent with a carrying value of $0. As a result of our acquisition of LaSalle Bank Corporation on October 1, 2007, our
ownership percentage increased to 12.1 percent and the carrying value increased to $76 million, which represents the estimated fair value assigned to LaSalle’s interest in Visa USA.

 Rule 83 Confidential Treatment

 request made by

 Bank of America Corporation

 •        how you considered SFAS 5 and FIN 45 related to your obligations under the Visa
settlement, including the anti-trust litigation, the Loss Sharing Agreement and the Judgment Sharing Agreement; and

 •        how you determined the proper period to record any liabilities associated with
these agreements and the Visa settlement with American Express.

Response:

As it relates to our obligations to Visa USA for the settlement between Visa and American Express, as of September 30, 2007 we concluded that the FAS 5 criteria to record a contingent
liability were not met. Subsequent to September 30, 2007 (in early November), we were advised that a settlement was reached between Visa and American Express (the American Express Settlement), and our proportional share was approximately $230
million. In evaluating whether the American Express Settlement was a Type 1 subsequent event, we concluded that the impact was not material to the September 30, 2007 Consolidated Financial Statements, as it represented 1.1% of pre-tax earnings for
the nine months ended September 30, 2007 (or 4.3% for the three months then ended). Accordingly, we recorded our proportionate share of the American Express Settlement in the fourth quarter of 2007 and disclosed such amount in a Form 8-K furnished
on November 13, 2007.

As it relates to our exposure in other Visa anti-trust litigation, we perform a FAS 5 evaluation at least on a quarterly basis. As of September 30, 2007, we concluded that the FAS 5 criteria
to record a liability in respect to other Visa anti-trust litigation were not met.

[*** Redacted ***]

 Management’s Discussion and Analysis

 Capital Markets and Advisory Services, page 77

2.

We note your disclosure regarding losses related to sales and trading activities during the quarter ended September 30, 2007. Please tell us and in future filings disclose the
following:

 •       separately quantify client activity fees and gains/losses resulting from proprietary
positions and trading; and

Response:

Within Capital Markets and Advisory Services (CMAS), our sales and trading activities are managed and operated on an integrated basis. Principal position taking is decisioned as a net result
of customer accommodation trades, market making and directional trades. Dealer compensation on customer accommodation trades is embedded within the bid/offer spread, rather than as an explicit fee charged to the counterparty. As such, there is no
fee recorded for client activity. This contrasts with fees for service activities such as merger and acquisition advisory support or equity and debt underwriting. Accordingly, income generated by customer accommodation trades is not separately
recorded. The

ultimate principal risk run by the business is decisioned within the mandates assigned to traders within a business, and is within approved risk limits. Therefore, it is not feasible to
differentiate between customer flow earnings and those earned from discretionary principal risk positions in the normal course of business.

 •        describe the specific types of positions and hedges for which there was a
breakdown in hedge correlation, including some specific examples.

Response:

The hedges referred to in this disclosure are economic hedges, not accounting hedges under SFAS 133.

In the context of sales and trading losses from credit products, our reference to correlation breakdowns related to the approach of risk managing portfolios of single name credits (bonds,
loans or derivatives) with derivatives referencing indices. In the third quarter of 2007, the relationship between these types of financial instruments began to diverge from historical norms. One example of this divergence is the widening of the
spread between the investment grade cash market, as represented by the Banc of America Securities IG Index, and the credit derivative market, as represented by the CDX Index. For the three years ended June 30, 2007, the spread averaged 46 basis
points, with a high of 58 and a low of 29. However, during the third quarter of 2007, the average spread increased 37 percent to 63 basis points, with a high of 91 and a low of 43.

In the context of liquid products, another example of this breakdown is represented by the severe spike in the spread between the 10 year Municipal Market Data Municipal Index Spread and the
10 year Bond Market Association Swap spread. For the three years ended June 30, 2007, this spread had averaged negative 2 basis points, with a high of 13 basis points and a low of negative 13 basis points. However, in the third quarter of 2007, the
average spread increased 350 percent to 9 basis points, with a high of 30 basis points and a low of negative 1 basis point. Similar spikes were noted in both the 20 and 30 year spreads as well.

In the context of structured products, our reference to correlation breakdowns related to the divergence in valuation of agency-based mortgage products, principally derivatives and forward
sales contracts, used to economically hedge non-agency loans.

In future filings, we will provide additional disclosure addressing the Staff’s comments where material to the understanding of the transaction(s).

3.

We note your disclosure on page 78 regarding losses on leveraged loans, loan commitments and the company’s share of the forward calendar. Please tell us and in future filings quantify
your exposure to covenant light loans, lower rated unsecured, or subordinate positions. Disclose whether the leveraged finance write-downs during the third quarter were concentrated on these types of higher risk loans and
commitments.

 Response:

At September 30, 2007, our exposure included 40 funded loans and 77 unfunded leveraged loans (including our share of the forward calendar). Our exposure and the corresponding recognized
losses net of fees were as follows:

(in millions)

Recognized
Losses

 Funded Leveraged Loans:

 Senior secured

$
2,898

$
(27
)

 Covenant light

314

—

 Subordinated/ Senior unsecured

1,127

(16
)

 Unfunded Leveraged Loans:

 Senior secured

$
19,527

(87
)

 Covenant light

—

—

 Subordinated/ Senior unsecured

8,585

(43
)

 Total Net Losses

$
(173
)

Losses incurred on our exposure were not concentrated in any one type (senior secured, covenant light or subordinated/senior unsecured) and were generally due to wider new issuance credit
spreads. Since the negotiated spreads were lower than the then-current new issuance spreads, a fair value loss resulted. In some cases, interest rate concessions (e.g., an increase in the stated coupon) were obtained from the borrowers, thereby
increasing the value of the loans and negating the need for any write downs.

In future filings, we will provide additional disclosure addressing the Staff’s comments where material to the understanding of the transaction(s).

 4.

Please describe for us how you determined the valuation of leveraged loans, loan commitments, the company’s share of the forward calendar, commercial debt obligation (“CDO”)
warehouse pipeline, and financings of mezzanine CDO paper as of September 30, 2007. Describe the specific changes in model assumptions used and your basis for the assumptions that resulted in the recognition of losses during the quarter.

 Response:

The valuation of our held for sale Funded and Unfunded Leveraged Loans (which includes funded leveraged loans, unfunded loan commitments, and our share of the forward calendar),
Collateralized Debt Obligations (“CDO”) Warehouse Pipeline and Financings of Mezzanine CDO Paper as of September 30, 2007 was determined as follows:

 o       Funded and Unfunded Leveraged Loans – The valuation of our exposure incorporates
available public market information (e.g., pricing of similar deals or published new issue spreads), actual third party sales and non-public deal information (e.g., interest rate and covenant concessions from borrowers, status of purchase
commitments from investors and indicative interest from investors on deal levels). As a result of these observations, each funded and unfunded loan was marked with a price that was considered “market clearing” (i.e., prices trading in the
market, or exit price as defined by SFAS 157) based on current market conditions. Losses were recognized where those market clearing prices were lower than the carrying value of the loans. Further information is provided above in our response to
Comment #3.

 o       CDO Warehouse Pipeline – The valuation of the $1.0 billion of positions in the CDO
warehouse pipeline was based on individual trader market prices for each position in the warehouse. The trader price is based on the trader’s knowledge of current market spreads, which, in some cases can be observable through actual trades or
based on quotes from other dealers. The trader price is also subject to our independent price verification process, which includes comparing trader prices or inputs to prices or inputs obtained from independent pricing services, brokers, industry
publications or recent transactions for significant inputs. For unobservable inputs, methods such as stress testing and reviewing propriety of inputs are used. Losses in the quarter resulted from lower market prices placed on positions in the CDO
warehouse, resulting in a total loss net of fees for the quarter of $104 million.

 o       Financing of Mezzanine CDO Paper – The valuation of the mezzanine CDO paper,
mentioned on page 78 of the Form 10-Q for the period ended September 30, 2007, was based on a discounted cash flow model. The discounted cash flow model included the projection of expected cash flows and market level spreads for the different rated
tranches of the CDO paper. The amount and timing of expected cash flows were estimated based on a variety of loss scenarios and their impact on cash flows in the underlying deal structure. The market level spreads were based on published spreads for
various tranches of the ABX Index (an industry wide index of credit default swaps on “benchmark” asset backed bonds). The losses suffered on these positions in the quarter resulted from an increase in the projection of underlying losses as
well as widening of ABX Index spreads by an average of 59 basis points for AAA and 2,024 basis points for BBB segments of the 06-2 and 07-1 vintages, and resulted in a loss net of fees for the quarter of $198 million.

 Rule 83 Confidential Treatment

 request made by

 Bank of America Corporation

5.

Please describe for us how you determined the valuation of CDOs as of September 30, 2007. Describe the specific subsequent changes in model assumptions used and your basis for the
assumptions that resulted in your estimate of a $3 billion fourth quarter write-down as disclosed in your November 13, 2007 conference presentation.

Response:

[*** Redacted ***]

 Trading Risk Management, page 122

6.

We note your disclosure that during the twelve-months ended September 30, 2007 10 percent of the total trading days had losses greater than $10 million and the largest loss was $159
million. Please tell us and in future filings disclose your policies and procedures in place to monitor, assess, and react to daily trading losses that exceed a certain maximum amount. Describe how the amount of trading days with losses exceeding
$10 million and the amount of losses were considered within your risk monitoring and mitigation activities.

Response:

The Global Markets’ Risk Committee (GRC), chaired by the Global Markets’ Risk Executive, has been delegated by Bank of America’s Asset & Liability Committee (ALCO) as the
primary governance authority for Global Markets’ Risk Management. The GRC’s focus is to take a forward-looking view of the primary credit and market risks impacting Global Markets and prioritize those that need a proactive risk mitigation
strategy.

At the GRC meetings, the GRC considers significant daily gains and losses by business along with an explanation of the primary driver of the gain or loss. Thresholds ranging from $5 million
to $14 million are established for each of our 32 businesses in order to determine if a gain or loss is considered to be significant for that business. If the thresholds are exceeded, an explanation of the variance is made to the GRC. The thresholds
are developed in coordination with the respective Risk Managers to highlight those gains or losses which exceed what is considered to be normal daily P&L volatility.

On a quarterly basis, the accuracy of the Daily Earnings at Risk (DEaR) methodology is reviewed by backtesting (i.e. comparing actual results against expectations derived from historical
data) the DEaR results against the daily profit and loss. Graphic representation of the backtesting results with additional explanation of backtesting excesses are reported to the GRC. Backtesting excesses occur when trading losses exceed the
DEaR. The excesses are reported for the same business units referenced above as well as at the Global Markets and Global Corporate and Investment Banking (GCIB) levels.

Starting in the third quarter of 2007, Capital Markets Risk Management communicated daily with Senior Management in GCIB, Risk and Finance to discuss losses, DEaR limit excesses and the impact
to regulatory capital. As a result of these conversations, the lines of business selectively reduced risk. Given the overall marketplace illiquidity, our ability to reduce exposure or hedge alternatives was not always available. Therefore, where
economically feasible, positions were sold or macro economic hedges were executed to reduce exposure to further market dislocation.

In future filings, we will provide additional disclosure addressing the Staff’s comments regarding the policies and procedures in place to monitor, assess and react to daily trading losses
that exceed a certain maximum amount.

 We believe the foregoing is responsive to the questions raised by the Staff. Further, we have reviewed the
responses with our independent public accountants, Pr

Mail Stop 4561
 December 12, 2007
 Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tyron Street Charlotte, NC 28255
Re: Bank of America Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
Forms 10-Q for the Quarterly Periods Ended March 31, 2007, June
30, 2007, and September 30, 2007
  File No. 1-6523

Dear Mr. Price:
We have reviewed your response dated October 17, 2007 and have the following
comments.    Form 10-Q for the Quarterly Period Ended September 30, 2007

 Consolidated Financial Statements

 Note 11 – Commitments and Contingencies

 Litigation and Regulatory Matters, page 24

 1. We note the statement in the November 13, 2007 conference presentation by Joe L. Price that you expect to recognize your share of the Visa settlement with American Express in the fourth quarter.  Please tell us the following:

• the dollar amount and percentage of your ownership in Visa;
• how you considered SFAS 5 and FIN 45 related to your obligations under the Visa settlement, including the anti-trust litigation, the Loss Sharing Agreement and the Judgment Sharing Agreement; and
• how you determined the proper period to record any liabilities associated with these agreements and the Visa settlement with American Express.

Mr. Joe L. Price
Bank of America Corporation
December 12, 2007 Page 2  Management’s Discussion and Analysis

 Capital Markets and Advisory Services, page 77

 2. We note your disclosure regarding losses related to sales and trading activities during the quarter ended September 30, 2007.  Please tell us and in future filings disclose the following:

• separately quantify client activity fees and gains/losses resulting from proprietary positions and trading; and
• describe the specific types of positions and hedges for which there was a breakdown in hedge correlation, including some specific examples.
 3. We note your disclosure on page 78 regarding losses on leveraged loans, loan commitments and the company’s share of the forward calendar.  Please tell us and in future filings quantify your exposure to covenant light loans, lower rated unsecured, or subordinate positions.  Disclose whether the leveraged finance write-downs during the third quarter were concentrated on these types of higher risk loans and commitments.
 4. Please describe for us how you determined the valuation of leveraged loans, loan commitments, the company’s share of the forward calendar, commercial debt obligation (“CDO”) warehouse pipeline, and financings of mezzanine CDO paper as of September 30, 2007.  Describe the specific changes in model assumptions used and your basis for the assumptions that resulted in the recognition of losses during the quarter.
 5. Please describe for us how you determined the valuation of CDOs as of September 30, 2007.  Describe the specific subsequent changes in model assumptions used and your basis for the assumptions that resulted in your estimate of a $3 billion fourth quarter write-down as disclosed in your November 13, 2007 conference presentation.
 Trading Risk Management, page 122

 6. We note your disclosure that during the twelve-months ended September 30, 2007 10 percent of the total trading days had losses greater than $10 million and the largest loss was $159 million.  Please tell us and in future filings disclose your policies and procedures in place to monitor, assess, and react to daily trading losses that exceed a certain maximum amount.  Describe how the amount of trading days with losses exceeding $10 million and the amount of losses were considered within your risk monitoring and mitigation activities.

Mr. Joe L. Price
Bank of America Corporation December 12, 2007 Page 3
  * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing your response to our comments.
  You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.
Sincerely,

John P. Nolan Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 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.

 October 17, 2007

 Mr. Donald A. Walker

 Senior Assistant Chief Accountant

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F-Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:

Bank of America Corporation

Form 10-K for the Fiscal Year Ended December 31, 2006

Forms 10-Q for the Quarterly Periods Ended March 31, 2007 and June 30, 2007

File Number: 1-6523

 Dear Mr. Walker:

 We have received and reviewed your letter dated October 3, 2007. 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, 2006:

 Consolidated Financial Statements

 Note 4 – Derivatives, page 108

1.

We note your response to comment one of our letter dated July 20, 2007 and specifically your response to the portion of the comment where we questioned whether you had missed any of
your forecasts. Given the information contained in your response, please describe how you enhanced your forecast process, including describing any new controls you put into place, to show you have the ability to continue forecasting cash flows.

Response:

     [*** Redacted ***]

 Rule 83 Confidential Treatment

 Request Made by

 Bank of America Corporation

2.

We note your response to comment two of our letter dated July 20, 2007. Please provide us with an example for a specific cash flow hedge of how you determine hedgeable cash flows over
a ten-year period, including how you apply your haircuts. For this example, show us how the actual hedgeable cash flows compared to the forecasted cash flows over the period in which the hedge was in place.

Response:

     [*** Redacted ***]

3.

Please tell us how you account for the derivatives in your rollover cash flow hedging strategies using the first payments approach. Specifically, based on your example documentation, you
appear to use various receive fixed 3-month LIBOR swaps to hedge the cash flows associated with the rollover of reverse repurchase agreements. Please tell us whether the cash flow layers hedged by your swaps change as swaps mature or are terminated.
For example, based on your documentation, tell us what happens when a derivative hedging a lower layer of cash flows is terminated or matures. Your response should discuss whether your policy requires you to designate or redesignate existing
relationships when the layer being hedged by a specific derivative is changed and the basis for your conclusion.

Response:

     [*** Redacted ***]

4.

Please tell us whether you have any hedging relationships where you are hedging interest rate risk for the forecasted issuances of deposit products arising from a rollover strategy,
consistent with the strategy outlined in DIG Issue G19 and G26. Specifically, tell us whether this strategy is applied to any deposit products, such as money market accounts or sweep accounts. If so, please tell us how you concluded that these
products qualified for benchmark interest rate hedging given the restriction in paragraph 29(h) of SFAS 133.

Response:

     [*** Redacted ***]

5.

We note that you use the hypothetical derivative method in DIG Issue G7 to measure hedge ineffectiveness. Please tell us whether you consider payment date differences as a source of
ineffectiveness under this method.

Response:

     [*** Redacted ***]

 Rule 83 Confidential Treatment

 Request Made by

 Bank of America Corporation

6.

We note your response to comment nine of our letter dated July 20, 2007 and specifically the portion of your response that begins with “For operational convenience.” Please
clarify what is meant by this statement and elaborate on how your methodology complies with DIG Issue H8.

Response:

     [*** Redacted ***]

 Form 10-Q for the [Quarterly Period Ended June 30, 2007]:

 Consolidated Financial Statements

 Note 14 – Fair
Value Disclosures, page 24

7.

Please tell us and disclose in future filings why you reclassified substantially all of your available-for-sale debt securities from Level 1 to Level 2 measured
instruments.

Response:

The available-for-sale debt securities reclassified from Level 1 to Level 2 consisted primarily of U.S. Government and agency mortgage-backed debt securities, including securities issued by
the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae).

We did not change the methodology used to measure fair value for these securities. However, subsequent to filing the Corporation’s Form 10-Q for the first quarter of 2007, we
concluded that we should reconsider our initial classification of these securities as Level 1.

We measure the fair value of U.S. Government and agency mortgage-backed securities using quoted prices for similar securities in lieu of broker quotes for the identical securities because,
given the size and breadth of our portfolio, broker quotes are not readily available for all of the mortgage-backed securities on a timely basis. This methodology is consistent with paragraph 25 of SFAS 157 which permits the use of an
alternative pricing method that does not rely exclusively on quoted prices as a practical expedient.

We will include the following statement in our Form 10-Q for the period ended September 30, 2007:

 Certain securities, primarily U.S. Government and agency mortgage-backed securities, had been classified as Level 1 measurements at March 31, 2007. We
subsequently determined that these securities are more appropriately classified as Level 2 measurements. This change in classification did not impact the recorded fair value of the securities.

 Rule 83 Confidential Treatment

 Request Made by

 Bank of America Corporation

 ALM/All Other

 Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006, page 79

8.

We note your response to comment 11 of our letter dated July 20, 2007. Your disclosure indicates that the $600 million increase in value is related to the July sale of private equity
funds including the associated unfunded equity investment commitments to Conversus Capital. Please demonstrate for us how the sales price for the private equity funds and the associated unfunded equity investment commitments was determined,
including the following in your analysis:

 •   the sum of the equity funds’ March 31, 2007 net asset values as reported by the GP of the
funds;

Response:

The sum of the equity funds’ March 31, 2007 net asset values as reported by the General Partners (GPs) was $2.2 billion. The GPs do not report a value for the unfunded commitments.

 •   the adjustments for subsequent capital calls and distributions through the date of the
sale;

Response:

The GP reported net asset values at March 31, 2007 of $2.2 billion were increased by $75 million for capital calls and reduced by $322 million for distributions, from April 1, 2007
through July 5, 2007, resulting in a $1.9 billion value.

 •   the fair value attributed to the unfunded equity investment commitments;

Response:

Bank of America, Oak Hill Investment Management, L.P (Oak Hill), an independent third party wealth and asset manager, and Conversus Capital, L.P. (Conversus) did not ascribe a fair value to
the unfunded equity investment commitments, which is consistent with standard industry practice.

 •   how the value attributed to the unfunded equity investment commitments was
determined;

Response:

See above response.

 •   how the limitations of the limited partnership investments described in your response were considered in
determining the sales price;

Response:

     [*** Redacted ***]

 Rule 83 Confidential Treatment

 Request Made by

 Bank of America Corporation

 •   how Conversus Capital’s structure specifically overcomes the limitations you
described;

Response:

     [*** Redacted ***]

 •   the parties explicitly involved in determining and approving the sales price;
and

Response:

     [*** Redacted ***]

 •   how the strategic investors implicitly validated the sales price.

Response:

     [*** Redacted ***]

 We believe the foregoing is responsive to the questions raised by the Staff. Further, we have reviewed the
responses with our independent public accountants, PricewaterhouseCoopers LLP.

 The adequacy and accuracy of the disclosure in the filings is the
responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (the Commission) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not
foreclose the Commission from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have further questions or require
additional clarifying information, please call Mr. John James, Corporate Controller, at 980.387.4997 or Mr. Randy Shearer, Financial Reporting and Policy Executive, at 980.388.8433.

 Sincerely,

 Joe L. Price

 Chief Financial Officer

cc:

Timothy J. Mayopoulos, Executive Vice President and General Counsel

Steven O. Swyers, Partner, PricewaterhouseCoopers LLP

 Rule 83 Confidential Treatment

 Request Made by

 Bank of America Corporation

 ATTACHMENT 1 – Illustrative Example of Hedge of Daily Repurchase Agreements in CIMS (Response to Comment 2
and Comment 3)

 The diagram below illustrates all active hedges of daily repurchase agreements, our forecast of daily repurchase agreements for the
hedge periods, and our actual balances through the current period (which are in excess of the amount required for the derivative trades). The process illustrated in this diagram is representative of how we track forecasted cash flows for our
LIBOR-based cash flow hedging program, including 10 year hedges when they exist.

 [*** Redacted ***]

Mail Stop 4561
 October 3, 2007
 Mr. Joe L. Price Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tyron Street Charlotte, NC 28255
Re: Bank of America Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
Forms 10-Q for the Quarterly Periods Ended March 31, 2007 and
June 30, 2007
  File No. 1-6523

Dear Mr. Price:
We have reviewed your response dated August 13, 2007 and have the following
comments.    Form 10-K for the Fiscal Year Ended December 31, 2006:

 Consolidated Financial Statements

 Note 4 - Derivatives, page 108

 1. We note your response to comment one of our letter dated July 20, 2007 and specifically your response to the portion of the comment where we questioned whether you had missed any of your forecasts.  Given the information contained in your response, please describe how you enhanced your forecast process, including describing any new controls you put into place, to show you have the ability to continue forecasting cash flows.
 2. We note your response to comment two of our letter dated July 20, 2007.  Please provide us with an example for a specific cash flow hedge of how you determine hedgeable cash flows over a ten-year hedge period, including how you apply your haircuts.  For this example, show us how the actual hedgeable cash flows compared to the forecasted cash flows over the period in which the hedge was in place.

Mr. Joe L. Price
Bank of America Corporation
10/3/2007 Page 2   3. Please tell us how you account for the derivatives in your rollover cash flow hedging strategies using the first payments approach.  Specifically, based on your example documentation, you appear to use various receive fixed 3-month LIBOR swaps to hedge the cash flows associated with the rollover of reverse repurchase agreements.  Please tell us whether the cash flow layers hedged by your swaps change as swaps mature or are terminated.  For example, based on your documentation, tell us what happens when a derivative hedging a lower layer of cash flows is terminated or matures.  Your response should discuss whether your policy requires you to designate or redesignate existing relationships when the layer being hedged by a specific derivative is changed and the basis for your conclusion.
 4. Please tell us whether you have any hedging relationships where you are hedging interest rate risk for the forecasted issuances of deposit products arising from a rollover strategy, consistent with the strategy outlined in DIG Issue G19 and G26.  Specifically, tell us whether this strategy is applied to any deposit products, such as money market accounts or sweep accounts.  If so, please tell us how you concluded that these products qualified for benchmark interest rate hedging given the restriction in paragraph 29(h) of SFAS 133.
 5. We note that you use the hypothetical derivative method in DIG Issue G7 to measure hedge ineffectiveness.  Please tell us whether you consider payment date differences as a source of ineffectiveness under this method.
 6. We note your response to comment nine of our letter dated July 20, 2007 and specifically the portion of your response that begins with "For operational convenience."   Please clarify what is meant by this statement and elaborate on how your methodology complies with DIG Issue H8.

Form 10-Q for the Fiscal Year Ended December 31, 2006:

Consolidated Financial Statements

Note 14 – Fair Value Disclosures, page 24

7. Please tell us and disclose in future filings why you reclassified substantially all
of your available-for-sale debt securities from Level 1 to Level 2 measured instruments.
 ALM/Other

Mr. Joe L. Price
Bank of America Corporation 10/3/2007 Page 3
  Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006,
page 79

8. We note your response to comment 11 of our letter date July 20, 2007.  Your disclosure indicates that the $600 million increase in value is related to the July sale of private equity funds including the associated unfunded equity investment commitments to Conversus Capital.  Please demonstrate for us how the sales price for the private equity funds and the associated unfunded equity investment commitments was determined, including the following in your analysis:

• the sum of the equity funds’ March 31, 2007 net asset values as reported by the GP of the funds;
• the adjustments for subsequent capital calls and distributions through the date of the sale;
• the fair value attributed to the unfunded equity investment commitments;
• how the value attributed to the unfunded equity investment commitments was determined;
• how the limitations of the limited partnership investments described in your response were considered in determining the sales price;
• how Conversus Capital’s structure specifically overcomes the limitations you described;
• the parties explicitly involved in determining and approving the sales price; and
• how the strategic investors implicitly validated the sales price.

* * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your response to our comments.
  You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3490 if you have any questions.
Sincerely,

Donald A. Walker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

SEC Response Letter

 September 28, 2007

 Christian N. Windsor

 Special Counsel

 Division of
Corporation Finance

 Securities and Exchange Commission

 Mail
Stop 4563

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Bank of America Corp.

Definitive 14A

Filed March 19, 2007

File No. 01-6523

 Dear Mr. Windsor:

 On behalf of Bank of America Corporation (the “Company”), this responds to your letter of August 21, 2007, regarding our Definitive Proxy
Statement on Schedule 14A for the 2007 Annual Meeting of the Stockholders. Set forth below are each of your comments, indicated in italics, and our responses. We note that your letter indicates that we should comply with the comments in all future
filings as applicable. In this regard, we anticipate that the first filing to which these comments will be applicable will be the Schedule 14A we file for our 2008 Annual Meeting of Stockholders.

 Compensation Committee, page 7

 Comment 1

You provide disclosure regarding two consultants who served the Compensation Committee in 2006. Revise your discussion to more specifically discuss
the services provided by the consultants and the nature and the scope of their assignments. Please refer to Item 407(e)(3)(iii) of Regulation S-K.

 Response

 During 2007-2008, the Compensation Committee (the “Committee”) will only be using the services of one
compensation consulting firm, Towers Perrin. We will describe the

 September 28, 2007

 Page 2

 material elements of the executive compensation services provided by Towers Perrin, which include providing external market and performance comparisons,
advising the Committee with respect to Chief Executive Officer (“CEO”) and director compensation, and providing analysis and advice with respect to equity plan design issues.

 Comment 2

 It appears that the Compensation Committee has a significant role in providing
oversight and control over the executive compensation program of Bank of America. However, your discussion indicates that the Board retains a certain amount of oversight, where the Committee makes recommendations to the Board and also provides the
Board with information, including the executive officers tally sheets. Revise this section to clarify the extent to which the Committee’s authority to approve compensation is limited and therefore ultimate approval requires Board action. Please
refer to Item 407(e)(3)(i) of Regulation S-K.

 Response

 We will clarify our description of the respective roles of the Board and the Committee in determining executive compensation.

 Compensation Discussion and Analysis, page 19

 Comment 3

 You disclose that the Committee considers business line performance in setting the compensation of executives who have significant line of business
responsibilities. You also discuss, in detail, the factors the Committee considered in setting Mr. Lewis’ compensation. To the extent that the decision making process for the other named executive officers was different, including a
consideration of other performance measurements, please discuss the compensation determinations for those named officers. Please refer to Item 402(b)(1)(v) and 402(b)(2)(v, vi, and vii) of Regulation S-K.

 Response

 As discussed on page 21 of the 2007 Proxy
Statement, the Committee’s decision making process for the CEO and the other named executive officers (“NEOs”) is substantially the same. The only differences are that (i) for the NEOs, the Committee receives the CEO’s
perspective on the respective NEO’s individual performance and reviews the performance of the business line, if any, for which the respective NEO is responsible; and (ii) for the CEO, in

 September 28, 2007

 Page 3

 addition to reviewing relative financial performance over one-year, three-year and five-year periods, the Committee considers such performance over the
CEO’s full tenure.

 Comment 4

 One of the questions to be addressed as part of the Compensation Discussion and Analysis section is how the amount of each element of compensation was determined. You provide disclosure regarding various factors considered by the
Committee and by the CEO in making recommendations to the Committee, including peer group compensation information, corporate level performance targets, performance compared to the performance of your two peer groups and performance of individual
business units (for executive officers with line of business responsibilities). However, your discussion of the process for determining cash incentive compensation and the size of long term compensation do not directly tie any of these factors to
the ultimate compensation decision. Please revise your discussion to indicate the extent to which the size of the compensation provisions are directly tied to particular measurements of corporate performance or to match a particular measurement of
peer group pay practices. To the extent that these factors are considered and inform the Committee’s determination, but the ultimate decision on the size or target payout is set using the Committee’s discretion, please discuss the use of
discretion. Please refer to Item 402(b)(1)(v) and 402(b)(2)(vi) of Regulation S-K.

 Response

 The Committee does not give weighted values to particular factors, but rather considers the factors both individually and in their entirety. Thus, while
we have a structured, principled framework for assessing performance and compensation, as discussed in the CD&A on pages 21, 24 and 25, the Committee does exercise judgment in determining the amount of performance-based compensation received by
the CEO and NEOs, and we will make this clearer.

 Comment 5

 There appears to be significant differences in the amounts paid to Mr. Lewis and the amounts paid to the other named executive officers. Revise the disclosure to discuss the reasons that the Committee
determined that the disparity in the amount of compensation of the Chief Executive compared to the other named executives was consistent with Bank of America’s compensation program. In the last paragraph of Section II(B)(1) of Release 33-8732A,
the Commission clarified that you should discuss material differences in the compensation policies between the named executive officers. Please also refer to Item 402(b)(2)(vii) of Regulation S-K.

 September 28, 2007

 Page 4

 Response

 We will discuss the reasons
that the Committee has determined that the CEO should be paid more than the other NEOs. These include his much greater responsibilities both with respect to the management and strategic direction of all the Company’s business units, as well his
substantial obligations with respect to the Company’s external relationships.

 Impact of SEC and Accounting Rules on Compensation Disclosure,
page 25

 Comment 6

 In what
appears to be a closing piece of your Compensation Discussion and Analysis, you provide disclosure and a table which shows how you viewed compensation amounts when determining the total compensation for the named executives. Revise your disclosure
to ensure that this table is not given greater prominence than the required tables, including the Summary Compensation Table. In particular, please refrain from using the heading “Alternative Summary Compensation Table” which appears to
present your table of compensation actions as part of the same series of tables as the Summary Compensation Table, as the other tables appear to be part of your analysis of your compensation decisions and should be presented as such. Finally, please
clarify that while your table is presented to explain how you view the disclosure, you should explain that your alternative table and disclosure are not a substitute for the complete information required by the SEC’s rules.

 Response

 We will revise the format of our disclosure
to see that the “Alternative Summary Compensation Table” does not receive greater prominence than the required tables. We also will add further explanation that it is provided as supplemental information for stockholders and is not
intended as a substitute for the information required by the Commission’s rules.

 Summary Compensation Table, page 27

 Comment 7

 You provide a number of detailed
footnotes to the Summary Compensation Table and the Grant of Plan Based Awards Table. Please limit the use of footnotes to required disclosure or other information explaining adjustments or assumptions. Please place more broad-based explanatory
information in the narrative discussion of these tables called for by Item 402(e) of Regulation S-K or in your CD&A, as appropriate.

 September 28, 2007

 Page 5

 Response

 We will revise our
disclosure to provide any more general explanation in the narrative discussion that accompanies the tables or in the CD&A as appropriate. However, to the extent that the explanations relate to specific items in a table, we believe that the use
of footnotes is more informative to stockholders.

 Comment 8

 Revise to disclose the assumptions used to value the restricted stock awards, or make reference to the relevant portion of your notes to financial statement or Management’s Discussion and Analysis called for
by the Instructions to 402(c)(v) and (vi) of Regulation S-K.

 Response

 We believe that we have provided the required information in footnote 3 to the Summary Compensation Table, which discloses that the grant date fair value
of restricted stock awards expensed in 2006 was based on the closing price of the common stock on the applicable grant date. In this regard, we note that the numerous assumptions required in valuing stock options are not relevant to restricted
stock.

 Certain Transactions, page 42

 Comment 9

 Please revise your discussion of credit relationships between Bank of America and your officers and directors
to include the full representation required by Instruction 4(c) to Item 404(a) of Regulation S-K.

 Response

 We believe that the disclosure that appears on page 42 of the 2007 Proxy Statement complies with the requirements of Instruction 4(c) to Item 404(a)
of Regulation S-K. Instruction 4(c) states that if the lender is a bank, disclosure under Item 404(a) may consist of a statement, if such is the case, that the related person indebtedness transactions (i) were made in the ordinary course
business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparables loans with person not related to the lender, and (iii) did not involve more than the normal
risk of collectibility or present other unfavorable terms. As such is the case with respect to the indebtedness transactions between the Company and its related persons, we have included the language

 September 28, 2007

 Page 6

 of Instruction 4(c)(i),(ii) and (iii) verbatim. Please let us know if you believe any additional information is required.

 *        *        *

 As requested in your comment letter, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If you have any questions or further comments, please contact me at 704.386.5083—telephone or
704.386.1670—facsimile.

Very truly yours,

/s/ William J. Mostyn III

 William J. Mostyn III

 Deputy General
Counsel

 and Corporate Secretary

CORRESP
1
filename1.htm

Correspondence to SEC

 [Bank of America Logo Appears Here]

 September 12, 2007

 Christian N. Windsor

 Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4563

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Bank of America Corp.

Definitive 14A

Filed March 19, 2007

File No. 01-6523

 Dear Mr. Windsor:

 We have received your correspondence dated August 21, 2007 in which you commented on the Definitive Schedule 14A of Bank of America Corporation (the
“Company”) filed on March 19, 2007. While we are in the process of preparing our response, we will require additional time in which to respond due to the need to coordinate with the Company’s Compensation Committee. Accordingly,
we expect to provide our response on or before September 30, 2007.

Very truly yours,

/s/ William J. Mostyn III

William J. Mostyn III

 Deputy General Counsel

 and Corporate
Secretary

 Tel: 704.386.5083 Ÿ Fax: 704.386.1670

 william.mostyn@bankofamerica.com

 Bank of America, NC1-002-29-01

 101 S. Tryon Street, Charlotte

CORRESP
1
filename1.htm

Correspondence Letter

 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.

 August 13, 2007

 Mr. John P. Nolan

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F-Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:
Bank of America Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2006

 Form 10-Q for the Fiscal Quarter Ended March 31,
2007

 File Number: 1-6523

 Dear Mr. Nolan:

 We have received and reviewed your letter dated July 20, 2007. 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, 2006

 Consolidated Financial Statements

 Note 4 – Derivatives, page 108

 1.

 We note your response to comment four of our letter dated May 31, 2007. Please provide us with a more in-depth description of each type of
hedged transaction and the related hedging instrument included within your active cash flow hedge strategy #1.

 Response:

 Attachment 1 to this letter provides a more in-depth description of each type of hedge relationship included in active cash flow strategy #1. The
table in Attachment 1 describes in more detail the risk management objective and the nature of the risk being hedged, the hedging instrument, the hedged item and the hedge period.

 Rule 83 Confidential Treatment

 Request Made By

 Bank of America Corporation

 2.

 Regarding cash flow hedges of forecasted purchases/issuances of assets and liabilities discussed in active cash flow hedge strategy #1, please
tell us the following for each type of forecasted transaction:

•

 how you aggregate similar cash flows under paragraph 29(a) of SFAS 133;

 Response:

 [*** Redacted ***]

•

 the defined time period over which you typically forecast the probable cash flows for each type of forecasted hedged transaction;

 Response:

 As illustrated in Attachment 1, our active hedge relationships as of June 30, 2007 have hedge periods between 2 and 10 years.

•

 how you assess current hedgeable cash flows and expectations in determining whether the cash flows are probable throughout the hedge period;

 Response:

 [*** Redacted ***]

•

 whether you have missed any of your forecasts (i.e. had more notional amounts of hedging instruments than actual hedgeable forecasted transactions) and if so,
the number of times and frequency;

 Response:

 [*** Redacted ***]

•

 whether you have ever changed the forecasted transaction of an established hedge; and

 Response:

 We have changed the forecasted transaction of established hedges in approximately 20 instances since the adoption of SFAS 133.

•

 if so, how you considered the off-market components of the swap at the time of the de-designation and re-designation.

 Response:

 Upon redesignation, we considered the off-market component of the derivative in our measurements of ineffectiveness by ensuring that the
hypothetical derivative we created to measure ineffectiveness had a fair value of zero upon redesignation. We did not expect the off-market component of the derivative to have a significant impact on our assessment of effectiveness, which is
validated by our process to monitor the actual ineffectiveness recorded to validate the appropriateness of our assessments of effectiveness.

 3.

 Please provide us with your hedge documentation for a representative sample of one of your cash flow hedges of forecasted reverse repurchase
agreements. Please ensure this documentation shows how you concluded that the individual pool of reverse repurchase agreements shares the same risk exposure (i.e. include your sample statistical analysis as well as the details of the underlying
forecasted assets that will make up the bucket).

 Response:

 Attachment 2 to this letter provides actual hedge documentation for a hedge of forecasted interest receipts on monthly reverse repurchase
agreements, as well as the regression results demonstrating the aggregated forecasted transactions share the same risk exposure.

 Rule 83 Confidential Treatment

 Request Made By

 Bank of America Corporation

 4.

 Regarding your European swaptions used as hedging instruments in active cash flow hedging relationship #2, we note that you state that you use
DIG Issue G7 to measure ineffectiveness, yet you also state that your assessment of effectiveness considers the terminal value of the swaptions, which is discussed in DIG Issue G20. Please clarify which methodology you are using for these hedging
relationships.

 Response:

 These hedges do not meet the criteria in Question 2 of DIG Issue G20 to assume perfect effectiveness because the critical terms of the hedging
instrument do not completely match the related terms of the hedged forecasted transaction (i.e., the reset frequency of the hedging instrument does not match the rollover frequency of the hedged items). However, in our application of the long-haul
method of accounting for these swaptions, we use the hypothetical derivative method described in DIG Issue G20 to measure ineffectiveness. Under this method, we create a hypothetical derivative with terms that would meet the criteria in Question 2
of DIG Issue G20 and compare the changes in fair value of this hypothetical derivative with the changes in fair value of the hedging instrument.

 Although we apply the hypothetical derivative method as described in DIG Issue G20, we referenced DIG Issue G7 in our letter dated June 22, 2007 because DIG Issue G7 also provides guidance on the application of
the hypothetical derivative method.

 5.

 Regarding your non-cancelable foreign currency interest rate swaps discussed in active fair value hedging strategy #2, please tell us how you
concluded that it was acceptable to hedge the risk only through the call date of the debt, as opposed to the maturity date of the debt. Specifically, please tell us how you concluded this was not partial-term hedging, as discussed in DIG F2.

 Response:

 [*** Redacted ***]

 6.

 Regarding your zero-cost collars used as hedging instruments, please confirm that the collars meet all of the four conditions outlined in DIG
Issue E2 to be considered zero-cost collars.

 Response:

 [*** Redacted ***]

 7.

 Regarding your use of dollar offset and cumulative dollar offset in assessing effectiveness for certain hedges, please tell us whether there
were any times you failed the dollar offset method and yet still concluded that the relationship is highly effective and continue to apply hedge accounting. If so, tell us what additional procedures you performed and how you concluded it was
appropriate to continue to apply hedge accounting.

 Response:

 [*** Redacted ***]

 Rule 83 Confidential Treatment

 Request Made By

 Bank of America Corporation

 8.

 Regarding your use of the hypothetical derivative method pursuant to DIG Issue G7, in general, please confirm that the hypothetical derivative
considered to be perfectly effective has a fair value of zero at inception of the hedge. Please also confirm that in re-designations of cash flow hedges, the hypothetical derivative used under DIG Issue G7 has an initial fair value of zero.

 Response:

 When we use the hypothetical derivative method pursuant to DIG Issue G7, we create a hypothetical derivative with a fair value of zero at
inception of the hedge. As noted above in our response to comment 2, we ensure that upon redesignation of a derivative into a new hedge relationship the hypothetical derivative created to measure ineffectiveness has a fair value of zero at inception
of the new hedge relationship.

 9.

 Regarding your net investment hedging relationships, please tell us the following:

•

 demonstrate for us how you meet the criteria of paragraph 40(a) and (b) of SFAS 133 as amended;

 Response:

 Certain U.S. dollar denominated subsidiaries of Bank of America Corporation (the Corporation or BAC) have foreign operations that are denominated
in functional currencies other than U.S. dollar. Those U.S. dollar denominated subsidiaries, as the parties exposed to fluctuations in those foreign currencies, hedge that exposure by entering into forward foreign exchange contracts (“forward
contracts”).

•

 the tenors of the derivative instruments;

 Response:

 These forward contracts typically settle in 90 days; however, they could have settlement periods ranging from 7 days to 1 year depending on the
specific foreign currency being hedged. We enter into new forward contracts for our then-current net investment exposure upon settlement of the prior forward contracts.

•

 your documented methodology for assessing effectiveness at inception and on an ongoing basis; and

 Response:

 Our documented method of assessing effectiveness and measuring ineffectiveness for our net investment hedges is the spot-spot method as described
in DIG Issue H8.

•

 whether you have ever been required to redesignate the derivative, and if so, the circumstances surrounding such instances

 Response:

 [*** Redacted ***]

 10.

 We note your response to comment five of our letter dated May 31, 2007. Please tell us the following regarding the historical use of the
shortcut method for your hedges of callable reverse repurchase agreements:

•

 the typical terms of the reverse repurchase agreements and related swaps;

 Response:

 [*** Redacted ***]

•

 how the tenors and resets compare with the swap;

 Response:

 [*** Redacted ***]

•

 whether you hedge on an individual item basis or as a pool; and

 Response:

 We hedged these reverse repurchase agreements on an individual basis. Each of the reverse repurchase agreements was matched with an individual pay
fixed swap with matching tenors.

•

 if as a pool, how you ensure that each reverse repurchase agreement in the pool would individually qualify for the shortcut method and also meet the conditions
in paragraph 21(a)(1) of SFAS 133

 Response:

 As noted above, we hedged these reverse repurchase agreements on an individual basis.

 Form 8-K filed July 19, 2007:

 Exhibit 99.1 –
Press Release

 Revenue – Page 3

 11.

 We note your disclosure regarding the $600 million gain related to the sale of private equity funds to Conversus Capital. Please tell us the
following:

•

 the nature of your relationship and involvement with Conversus Capital before and after the sale of private equity funds;

 Response:

 Conversus Capital, L.P. (Conversus) is a Euronext traded investment partnership formed in May 2007 for the purpose of making investments in
private equity funds and direct private equity investments. As described more fully below, we own approximately 11% of the equity of Conversus and have a non-voting advisory position on the Board of Directors of Conversus GP, Limited (Conversus
GP), general partner of Conversus. We also participate on the Investment Committee of Conversus Asset Management, LLC (CAM), the asset manager, which is primarily owned by us and OHIM Investors, L.P., a subsidiary of Oak Hill Investment
Management, L.P. (together, OHIM).

 We own $200 million of the total $1.8 billion equity of Conversus. Other significant
equity investors include California Public Employees Retirement System, Harvard Management Company, Inc. (together, the strategic investors) and OHIM, which combined own $750 million and $25 million of equity, respectively. These investors are
substantive, independent third parties with whom we do business from time to time on an arms’ length basis.

 Conversus GP is a limited
liability company whose activities are overseen by a Board of Directors (the Board) which currently has three members, all of whom are independent of OHIM, CAM and us. Additional Board members may be elected through a resolution of 80% of the
Board’s directors, with a unanimous vote required if there are fewer than five members.

 The investment portfolio sold to Conversus
consisted of Limited Partner (LP) interests in 167 private equity funds (the sold portfolio), which will be managed by CAM. We and OHIM each own just less than 45 percent equity interest in CAM with the remaining interests owned by the strategic
investors and CAM’s management. CAM will manage the sold portfolio pursuant to a services agreement with Conversus which delegates

 Rule 83 Confidential Treatment

 Request Made By

 Bank of America Corporation

 authority for establishing investment policies and procedures and making individual investment decisions to CAM. The agreement has an initial term of
five years, during which time Conversus can terminate the agreement only for cause, such as gross negligence or fraud on the part of CAM. Investment decisions will be made by CAM’s Investment Committee which is comprised of two representatives
whom we appoint, two representatives appointed by OHIM and two representatives selected by the Board.

•

 how the fair value of the investments sold and the amount of the gain were determined; and

 Response:

 [*** Redacted ***]

•

 how you considered your relationship with Conversus Capital in determining that this transaction met each of the criteria in paragraph 9 of SFAS 140 to be
considered a sale transaction.

 Response:

 As noted above, the sold portfolio was held in legal entities that account for their investments at fair value. Accordingly, the recognition of
income is not dependent upon sale accounting. However, to ensure that the transaction was appropriately recorded on the balance sheet, we evaluated the transfer of assets in accordance with the sale accounting criteria set forth in paragraph 9 of
SFAS 140. This evaluation included a consideration of our relationship with Conversus as follows:

•

 Paragraph 9(a) requires that the sold portfolio be legally isolated from the transferor. We obtained a legal opinion from external counsel that expressly
acknowledged our ownership interest in Conversus and CAM, and our role in appointing members of the Investment Committee and Directors of the Board and concluded that the transferred assets have been legally isolated from our creditors, even in the
event of bankruptcy or receivership. Accordingly, the transfer complies with the requirements of paragraph 9(a).

•

 Paragraph 9(b) requires that the transferee have the right to pledge or exchange the assets it received and that no condition both constrains the transferee from
taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor. Some of the transferred assets may, by their terms, be subject to restrictions on transferability. For example, as noted above, an
interest in an investment fund may be transferable only with the approval of that fund’s general partner. Such restrictions have not been imposed by the transferor and do not provide the transferor with a more-than-trivial benefit. The
governing documents of Conversus place no additional restrictions on the ability of CAM as asset manager to pledge or exchange the transferred assets, although proposed sales to BAC or OHIM require the approval of all non-BAC or non-OHIM Investment
Committee members and a majority of the independent Board members or their designee. This requirement does not constitute a restriction on Conversus’ ability to pledge or exchange the assets, and the transfer therefore complies with the
requirements of paragraph 9(b).

•

 Paragraph 9(c) requires that the transferor not maintain effective control over the transferred assets through either (1) an agreement that both entitles and
obligates the transferor to repurchase or redeem them before their maturity or (2) the ability to unilaterally cau

Mail Stop 4561

July 20, 2007

Mr. Joe L. Price
Chief Financial Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tyron Street
Charlotte, NC 28255

Re: Bank of America Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Fiscal Quarter Ended March 31, 2007
  File No. 1-6523

Dear Mr. Price:

We have reviewed your response dated June 22, 2007 and have the following
comments.

Form 10-K for the Fiscal Year Ended December 31, 2006:

Consolidated Financial Statements

Note 4 - Derivatives, page 108

1. We note your response to comment four of our letter dated May 31, 2007.  Please
provide us with a more in-depth description of each type of hedged transaction and the related hedging instrument included within your active cash flow hedge strategy #1.

2. Regarding cash flow hedges of forecasted purchases/issuances of assets and liabilities discussed in active cash flow hedge strategy #1, please tell us the following for each type of forecasted transaction:

• how you aggregate similar cash flows under paragraph 29(a) of SFAS 133;
• the defined time period over which you typically forecast the probable cash flows for each type of forecasted hedged transaction;
• how you assess current hedgeable cash flows and expectations in determining whether the cash flows are probable throughout the hedge period;

Mr. Joe L. Price
Bank of America Corporation
7/20/2007 Page 2
• whether you have missed any of your forecasts (i.e. had more notional amounts of hedging instruments than actual hedgeable forecasted transactions) and if so, the number of times and frequency;
• whether you have ever changed the forecasted transaction of an established hedge; and
• if so, how you considered the off-market components of the swap at the time of de-designation and re-designation.

3. Please provide us with your hedge documentation for a representative sample of one of your cash flow hedges of forecasted reverse repurchase agreements.  Please ensure this documentation shows how you concluded that the individual pool of reverse repurchase agreements shares the same risk exposure (i.e. include your sample statistical analysis as well as the details of the underlying forecasted assets that will make up the bucket).

4. Regarding your European swaptions used as hedging instruments in active cash flow hedging relationship #2, we note that you state that you use DIG Issue G-7 to measure ineffectiveness, yet you also state that your assessment of effectiveness considers the terminal value of the swaptions, which is discussed in DIG Issue G-20.  Please clarify which methodology you are using for these hedging relationships.

5. Regarding your non-cancelable foreign currency interest rate swaps discussed in active fair value hedging strategy #2, please tell us how you concluded that it was acceptable to hedge the risk only through the call date of the debt, as opposed to the maturity date of the debt.  Specifically, please tell us how you concluded this was not partial-term hedging, as discussed in DIG F-2.

6. Regarding your zero-cost collars used as hedging instruments, please confirm that the collars meet all of the four conditions outlined in DIG Issue E2 to be considered zero-cost collars.

7. Regarding your use of dollar offset and cumulative dollar offset in assessing effectiveness for certain hedges, please tell us whether there were any times you failed the dollar offset method and yet still concluded that the relationship is highly effective and continue to apply hedge accounting.  If so, tell us what additional procedures you performed and how you concluded it was appropriate to continue to apply hedge accounting.

8. Regarding your use of the hypothetical derivative method pursuant to DIG Issue G7, in general, please confirm that the hypothetical derivative considered to be perfectly effective has a fair value of zero at inception of the hedge.  Please also

Mr. Joe L. Price
Bank of America Corporation
7/20/2007 Page 3
confirm that in re-designations of cash flow hedges, the hypothetical derivative used under DIG Issue G7 has an initial fair value of zero.

9. Regarding your net investment hedging relationships, please tell us the following:

• demonstrate for us how you meet the criteria of paragraphs 40(a) and (b) of SFAS 133 as amended;
• the tenors of the derivative instruments;
• your documented methodology for assessing effectiveness at inception and on an ongoing basis; and
• whether you have ever been required to redesignate the derivative, and if so, the circumstances surrounding such instances.

10. We note your response to comment five of our letter dated May 31, 2007.  Please tell us the following regarding the historical use of the shortcut method for your hedges of callable reverse repurchase agreements:

• the typical terms of the reverse repurchase agreements and related swaps;
• how the tenors and resets compare with the swap;
• whether you hedge on an individual item basis or as a pool; and
• if as a pool, how you ensure that the each reverse repurchase agreement in the pool would individually qualify for the shortcut method and also meet the conditions in paragraph 21(a)(1) of SFAS 133.

Form 8-K filed July 19, 2007:

Exhibit 99.1 – Press Release

Revenue – Page 3

11. We note your disclosure regarding the $600 million gain related to the sale of private equity funds to Conversus Capital.  Please tell us the following:

• the nature of your relationship and involvement with Conversus Capital before and after the sale of private equity funds;
• how the fair value of the investments sold and the amount of the gain were determined; and
• how you considered your relationship with Conversus Capital in determining that this transaction met each of the criteria in paragraph 9 of SFAS 140 to be considered a sale transaction.

Credit Quality – Page 4

Mr. Joe L. Price
Bank of America Corporation
7/20/2007 Page 4
12. In your June 30, 2007 Form 10-Q, please explain why your overall allowance relative to the portfolio has decreased since year-end in light of the trends you describe, such as increased charge-offs, lower commercial recoveries, higher level of non-performing assets, and a continued move to more normalized loss levels.  Clarify what you consider to be “normal” when you refer to normalized loss levels.  Please provide us with your proposed disclosure.

* * * *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your response to our comments.

You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 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.

 June 22, 2007

 Mr. John P. Nolan

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F-Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:
Bank of America Corporation

 Form 10-K for the
Fiscal Year Ended December 31, 2006

 Form 10-Q for the Fiscal Quarter Ended March 31, 2007

 File Number: 1-6523

 Dear Mr. Nolan:

We have received and reviewed your letter dated May 31, 2007. 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, 2006

 Supplemental Financial Data, page 22

1.
We note your disclosure that you believe your Shareholder value added (“SVA”) non-GAAP performance measure focuses on whether incremental investments generate returns in
excess of the costs of capital associated with those investments. Both of the items excluded from this measure, intangible asset amortization and merger and restructuring charges, appear directly related to incremental investment opportunities, such
as business combinations. In future filings, please clearly describe the limitations of using this non-GAAP measure in evaluating returns on incremental investments in light of the fact that it excludes costs that appear directly attributable to
investments. In addition, clearly demonstrate how the performance measure actually focuses on whether incremental investments generate returns in excess of the related costs of capital. Please provide us with your proposed future disclosure.

Response:
We have read the Staff’s comments and will exclude the SVA non-GAAP performance measure and related discussion from future filings.

2.
We note your disclosure of the non-GAAP per share measures “Operating earnings per common share” and “Diluted operating earnings per common share.” Note that ASR
142 states that per share data other than that related to net income, net assets and dividends should be avoided in reporting financial results. Although Item 10(e) of Regulation S-K does not include a prohibition on the use of per share
non-GAAP financial measures, ASR 142 requires that the disclosure that explains how these measures are used by management and in what way they provide meaningful information to investors (as the per share measure would not depict the amount that
accrues directly to shareholders’ benefit) is critical. Please confirm that you will exclude the disclosure of non-GAAP earnings per share measures from future filings. Alternatively, provide us with your proposed future disclosure that clearly
addresses the concerns raised in ASR 142. For additional guidance, refer to Question 11 of the June 13, 2003 Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

Response:
We have read the Staff’s comments and will exclude the disclosure of non-GAAP earnings per share measures from future filings.

 Consolidated Financial Statements

 Consolidated
Statement of Income, page 102

3.
You disclose that you are a registered bank holding company; however, we note that your Statement of Income presentation does not follow the format of the presentation requirements
of Rule 9-04 of Regulation S-X. Please tell us why you believe your current format is more meaningful to investors or confirm to us that in future filings you will fully comply with Rule 9-04 of Regulation S-X, including the following items:

•

 the provision for credit losses should be presented below net interest income and followed by a subtotal for your net interest income less provision for loan
losses;

•

 exclude presentation of “total revenue” subtotal as this subtotal is net of interest expenses; and

•

 present gains (losses) on sales of debt securities within noninterest income.

Response:
We have read the Staff’s comments and will make certain modifications to our Consolidated Statement of Income. Specifically, we will change the title of “total
revenue” to “total revenue, net of interest expense” and will present “gains (losses) on sales of debt securities” as part of “noninterest income.” As for the presentation of the “provision for credit
losses,” we believe an acceptable alternative is to present the “provision for credit losses” after “total revenue, net of interest expense” as customer lending relationships generate revenues from “interest
income” and “noninterest income” (e.g., service charges, mortgage banking income and card income). In addition, we believe the investor community values a separate presentation of “total revenues, net of interest expense”,
before “provision for credit losses” as this appropriately captures all the components of customer revenues that are essential in understanding the underlying business fundamentals. This results in a presentation of “total revenue,
net of interest expense” highlighting period over period organic growth, excluding any potential distortion from non-recurring credit losses. As a result, it is our view that an acceptable alternative would be to present “provision for
credit losses” after “total revenue, net of interest expense.”

 Page 2

 Note 4 – Derivatives, page 108

4.
For each type of hedging relationship outstanding during the periods presented, please tell us how you determined that they met the criteria for hedge accounting pursuant to
paragraphs 20, 21, 28 and 29 of SFAS 133, as applicable. In your response, please specifically address the following for each type of hedging relationship:

•

 the nature and terms of the hedged item or transaction, including any embedded options;

•

 the nature and terms of the derivative instrument;

•

 the specific documented risk being hedged;

•

 how you assess effectiveness at inception and on an ongoing basis, including the specific quantitative measures you use and how you apply them; and

•

 the quantitative measures you use to measure ineffectiveness.

Response:
We are exposed to fluctuations in interest rates, foreign exchange rates, equity prices and credit risk factors. We manage these risks predominantly through the use of
derivatives such as swaps, options, futures and forwards that we enter into with highly rated counterparties. Derivatives designated as hedging instruments in Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivatives and Hedging Activities (SFAS 133) hedging relationships (SFAS 133 hedges) are designated as either fair value hedges, cash flow hedges or hedges of net investments in foreign operations. Fair value hedges are used to protect against
changes in the fair value of our assets and liabilities that are due to interest rate or foreign exchange volatility. Cash flow hedges are used to minimize the variability in cash flows associated with existing variable rate assets, existing
variable rate liabilities or forecasted transactions caused by changes in interest rates, foreign exchange rates or overall changes in equity prices. Net investment hedges, while not a significant volume of our derivative transactions, are used to
protect our investments in foreign operations against foreign exchange volatility.

 During 2005, we established the Corporate
Investment Hedge Accounting Committee (CIHAC) to provide additional management oversight over SFAS 133 hedging activities, including the review and approval of all new SFAS 133 hedge strategies. The CIHAC is comprised of various individuals from
Corporate Investments Finance, the Corporate Controller, Accounting Policy and Quantitative Finance. CIHAC meetings are observed by Internal Audit. The CIHAC meets on a monthly basis, or more frequently if needed, to review new SFAS 133 hedge
strategies, prospective and retrospective tests of effectiveness (performed at least quarterly) and ineffectiveness measurements on existing hedging relationships.

 Attachment 1 includes a discussion of each type of SFAS 133 hedging relationship used during the periods presented (December 31, 2004, December 31, 2005, December 31, 2006 or March 31, 2007),
including the nature and terms of the hedging instrument and hedged item, specific risk being hedged, how we assess effectiveness and how we measure ineffectiveness.

 Page 3

5.
Please tell us the nature of the hedging relationships for which you apply the “shortcut” method or “matched terms” approach for assuming no ineffectiveness.
Tell us how you determine that the hedging relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

Response:
For all periods presented, there were no hedging relationships that utilized the “matched terms” approach. As of January 1, 2007, we do not apply the
“shortcut” method for any hedging relationship. Prior to this time, there were three “shortcut” strategies which were outstanding and are summarized below (see Attachment 1 for further details on the nature and terms of these
hedge strategies).

•

 Non-callable fixed rate debt – We applied the “shortcut” method for fair value hedges of non-callable fixed rate domestic debt with a total
outstanding balance of approximately $32 billion until September 2006. We established at inception of each hedging relationship that the criteria outlined in paragraph 68 of SFAS 133 were met (see Attachment 2 for details). In September
2006, we terminated these “shortcut” hedging relationships.

•

 Callable fixed rate debt – We applied the “shortcut” method for fair value hedges of callable fixed rate domestic debt with a total outstanding
balance of $365 million until October 2006. We established at inception of each hedging relationship that the criteria outlined in paragraph 68 of SFAS 133 were met (see Attachment 2 for details). In October 2006, we terminated these
“shortcut” hedging relationships.

•

 Callable reverse repurchase agreements – We applied the “shortcut” method for fair value hedges of long-term callable reverse repurchase agreements
with a total outstanding balance of $1.4 billion through the end of December 2006. We established at inception of each hedging relationship that the criteria outlined in paragraph 68 of SFAS 133 were met (see Attachment 2 for
details). Effective January 1, 2007, we elected the fair value option on these callable reverse repurchase agreements which eliminated the need to apply SFAS 133 hedge accounting on a go-forward basis.

6.
We note that you have numerous notes and bonds outstanding that have returns based on various indices, some of which are non-interest rate indices. Please describe for us how you
evaluate derivatives embedded in financial assets and liabilities to determine whether the derivatives should be bifurcated and accounted for separately under SFAS 133. Quantify the fair value of embedded derivatives that were bifurcated and
accounted for separately as of December 31, 2006. Refer to paragraphs 12 -16 and 60 – 61 of SFAS 133 as amended.

Response:
 At December 31, 2006, the fair values of embedded derivatives that were bifurcated and separately accounted for as derivative assets and derivative
liabilities totaled $12 million and $386 million, respectively. These derivatives are embedded in $2.4 billion of structured notes whose payment terms are indexed to changes in equity prices, commodity prices or third-party credit and $55 million of
equity-linked certificates of deposit whose payment terms are indexed to changes in equity prices.

 Page 4

 Each new structured note program is subject to our review process that addresses the accounting
treatment for notes to be issued under the program and requires the approval of key constituents, including Corporate Treasury, Legal, Compliance, Risk, Finance and Accounting Policy. As part of this process, we determine whether the embedded
feature meets the definition of a derivative pursuant to paragraph 6 of SFAS 133. We then evaluate any embedded derivatives that have been identified by analyzing the economic characteristics and risks of the embedded derivative to determine whether
they are clearly and closely related to the economic characteristics and risks of the host contract. This analysis requires that we consider how the terms of the embedded derivative will affect the cash flows that would otherwise be required by the
host contract, which is a debt instrument. If the underlying for the embedded derivative is a non-interest rate index, that embedded derivative is not considered to be clearly and closely related to a debt host contract and is therefore bifurcated
and accounted for separately as a derivative with changes in fair value recorded in earnings.

 If a program involves the issuance of notes
whose payment terms are linked to an interest rate index, each issuance is analyzed by Finance and the embedded derivative is not bifurcated unless either of the following conditions is met:

•

 The hybrid instrument can contractually be settled in such a way that the investor would not recover substantially all of its initial recorded investment; or

•

 The embedded derivative could at least double the investor’s initial rate of return on the host contract and could also result in a rate of return that is at
least twice what otherwise would be the then-current market return for a contract that has the same terms as the host contract and that involves a debtor with credit quality similar to the issuer’s credit quality at inception.

 The equity-linked certificates of deposit were subject to a similar review process at inception of the program.

7.
We note the disclosure on page 93 of your December 31, 2005 Form 10-K regarding the restatement for certain “shortcut” hedges and certain cash flow hedges for which
you utilized the centralized trading desk to lay off the internal trades with an external party. Please tell us whether during the periods presented you had any other hedging transactions outstanding that used internal derivative transactions for
hedging purposes, except for derivatives used to hedge your net investment in foreign subsidiaries. Describe how you evaluated the impact on hedge accounting and your consolidation process.

Response:
As noted in our response to comment 6 in our correspondence dated October 5, 2006, we established a new policy prohibiting internal derivative transactions for hedging
purposes and the added requirement of a management review of each new trade to be used in a SFAS 133 hedging relationship to ensure the trade was not executed with an internal counterparty. The new policy was effective for the second quarter of
2005.

 Page 5

 Rule 83 Confidential Treatment

 request made by

 Bank of America Corporation

 Prior to the effective date of the new policy, our Consumer Real Estate business utilized internal derivatives for its SFAS 133 hedges. Subsequent
to the filing of the 2005 restatement, we noted that certain of these hedging relationships did not qualify for SFAS 133 hedge accounting for the same reasons as disclosed on page 93 (fourth paragraph under Note 1) of our December 31, 2005 Form
10-K. The impact on net income associated with these internal derivatives was deemed immaterial (approximately $4 million for the year ended December 31, 2004 and $2 million for the six months ended June 30, 2005). There were no other
instances where the use of internal derivatives impacted net income.

8.
We refer you to your response to comment 6 in your correspondence dated October 5, 2006 regarding the implementation of new policies, processes and procedures over the internal
control system covering derivative transactions. Please more fully describe for us how your

Mail Stop 4561

May 31, 2007

Mr. Joe L. Price
Chief Financial Officer
Bank of America Corporation
Bank of America Corporate Center
100 N. Tyron Street
Charlotte, NC 28255

Re: Bank of America Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
Form 10-Q for the Fiscal Quarter Ended March 31, 2007
  File No. 1-6523

Dear Mr. Price:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your future disclosure in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006:

Supplemental Financial Data, page 22

1. We note your disclosure that you believe your Shareholder value added (“SVA”) non-GAAP performance measure focuses on whether incremental investments generate returns in excess of the costs of capital associated with those investments.  Both of the items excluded from this measure, intangible asset

Mr. Joe L. Price
Bank of America Corporation
5/31/2007 Page 2
amortization and merger and restructuring charges, appear directly related to incremental investment opportunities, such as business combinations.  In future filings, please clearly describe the limitations of using this non-GAAP measure in evaluating returns on incremental investments in light of the fact that it excludes costs that appear directly attributable to investments.  In addition, clearly demonstrate how the performance measure actually focuses on whether incremental investments generate returns in excess of the related costs of capital.  Please provide us with your proposed future disclosure.

2. We note your disclosure of the non-GAAP per share measures “Operating earnings per common share” and “Diluted operating earnings per common share.”  Note that ASR 142 states that per share data other than that related to net income, net assets and dividends should be avoided in reporting financial results.  Although Item 10(e) of Regulation S-K doe s not include a prohibition on the use
of per share non-GAAP financial measures, ASR 142 requires that the disclosure that explains how these measures are used by management and in what way they provide meaningful information to investors (as the per share measure would not depict the amount that accrues directly to shareholders' benefit) is critical.  Please confirm that you will exclude the disclosure of non-GAAP earnings per share measures from future filings.  Alternatively, provide us with your proposed future disclosure that clearly addresses the concerns raised in ASR 142.  For additional guidance, refer to Question 11 of the June 13, 2003 Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

Consolidated Financial Statements

Consolidated Statement of Income, page 102

3. You disclose that you are a registered  bank holding company; however, we note
that your Statement of Income presentation does not follow the format of the presentation requirements of Rule 9-04 of Regulation S-X.  Please tell us why you believe your current format is more meaningful to investors or confirm to us that in future filings you will fully comply with Rule 9-04 of Regulation S-X, including the following items:

• the provision for credit losses should be presented below net interest income and followed by a subtotal for your net interest income less provision for loan losses;
• exclude presentation of “total revenue” subtotal as this subtotal is net of interest expense; and
• present gains (losses) on sales of debt securities within noninterest income.

Mr. Joe L. Price
Bank of America Corporation
5/31/2007 Page 3
Note 4 - Derivatives, page 108

4. For each type of hedging relationship outstanding during the periods presented, please tell us how you determined that they met the criteria for hedge accounting pursuant to paragraphs 20, 21, 28 and 29 of SFAS 133, as applicable.  In your response, please specifically address the following for each type of hedging relationship:

• the nature and terms of the hedged item or transaction, including any embedded options;
• the nature and terms of the derivative instrument;
• the specific documented risk being hedged;
• how you assess effectiveness at inception and on an ongoing basis, including the specific quantitative measures you use and how you apply them; and
• the quantitative measures you use to measure ineffectiveness.

5. Please tell us the nature of the hedging relationships for which you apply the “shortcut” method or “matched terms” approach for assuming no ineffectiveness.  Tell us how you determine that the hedging relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

6. We note that you have numerous notes and bonds outstanding that have returns based on various indices, some of which are non-interest rate indices.  Please describe for us how you evaluate derivatives embedded in financial assets and liabilities to determine whether the derivatives should be bifurcated and accounted for separately under SFAS 133.  Quantify the fair value of embedded derivatives that were bifurcated and accounted for separately as of December 31, 2006.  Refer to paragraphs 12 – 16 and 60 – 61 of SFAS 133 as amended.

7. We note the disclosure on page 93 of your December 31, 2005 Form 10-K regarding the restatement for certain “shortcut” hedges and certain cash flow hedges for which you utilized the centralized trading desk to lay off the internal trades with an external party.   Please tell us whether during the periods presented you had any other hedging transactions outstanding that used internal derivative transactions for hedging purposes, except for derivatives used to hedge your net investment in foreign subsidiaries.  Describe how you evaluated the impact on hedge accounting and your consolidation process.

8. We refer you to your response to comment 6 in your correspondence dated October 5, 2006 regarding the implementation of new policies, processes and procedures over the internal control system covering derivative transactions.  Please more fully describe for us how your new automated system allocates hedging instruments to approved hedge strategies and how that impacts your

Mr. Joe L. Price
Bank of America Corporation
5/31/2007 Page 4
designation of hedging relationships.  Provide us with an example of how this process works, including any timing issues involved.

Note 12 – Short-term Borrowings and Long-term Debt, page 133

9. We note your disclosure on page 134 that the majority of the floating rates are based on three- and six-month LIBOR.  Please quantify for us the principal amount of bonds and notes outstanding as of December 31, 2006 that have a return based off of a non-interest rate index.  Describe for us how you determine periodic interest expense related to these bonds and notes, including an example for a specific note that does not pay interest but pays an additional redemption amount based on the performance of a basket of currencies or stock indices.

* * * *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your response to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

Mr. Joe L. Price
Bank of America Corporation
5/31/2007 Page 5
You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan
Accounting Branch Chief

November 17, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (704) 386-4579

Mr. Alvaro G. de Molina
Chief Financial Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC  28255

Re: Bank of America Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2005
 Forms 10-Q for Fiscal Quarters Ended
 March 31, 2006 and June 30, 2006
 File No. 1-06523

Dear Mr. de Molina:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

                              John P. Nolan
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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Correspondence Letter

 October 5, 2006

 Mr. John P. Nolan

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington, DC 20549-4561

Re:
Bank of America Corporation

Form 10-K for the fiscal year ended December 31, 2005

Forms 10-Q for Fiscal Quarters Ended

March 31, 2006 and June 30, 2006

File Number: 1-06523

 Dear
Mr. Nolan:

 We have received and reviewed your letter dated September 14, 2006. 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 year ended December 31, 2005

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

 Business Segment Operations

 Global Capital Markets and Investment Banking, page 37

 1.

Please tell us the facts and circumstances that have resulted in the Global Capital Markets and Investment Banking segment having a negative provision for credit losses of $245 million and
$445 million for the years ended December 31, 2005 and 2004, respectively. Please consider the relevance of the following disclosures we noted as you prepare your response, as applicable:

 •      your discussion of continued improvement in commercial credit quality although at a slower rate
than experienced in 2004, an improved risk profile in Latin America and reduced uncertainties resulting from the completion of credit-related integration activities for FleetBoston on page 34;

 •      your Global Capital Markets and Investment Banking provision for credit losses discussion on page
37 in which you refer to a slower rate of improvement in commercial credit quality;

 •      your discussion regarding concentrations of commercial credit risk on page 53 in which you
discuss how concentrations are actively managed, the strategy of originate to distribute and through the purchase of credit protection through credit derivatives; and

 •      an abbreviated discussion of factors contributing to the periodic changes to the commercial
portion of the provision for loan losses on page 61.

Response:

The $445 million negative provision for credit losses in 2004 in Global Capital Markets and Investment Banking (GCMIB) resulted primarily from improvements in the U.S. economy and higher
levels of liquidity in the capital markets which drove improvement in commercial credit quality. Total Corporation commercial criticized exposure decreased $9.5 billion from December 31, 2003 to December 31, 2004 including the decrease
from FleetBoston criticized assets which were added on April 1, 2004. GCMIB accounted for approximately 45% of this decrease. Please refer to Table 20- Commercial Criticized Exposure on page 54 and Table 21- Nonperforming Commercial Assets on
page 55 in Form 10-K for the year ended December 31, 2004 for more detail. These decreases within GCMIB were driven primarily by paydowns and payoffs of $5.1 billion which resulted in the movement of loans out of the criticized category. Other
contributors to the negative provision included an approximate $70 million release of reserves associated with the strengthening of the economy and a reduction in the Reserve for Unfunded Lending Commitments within GCMIB by approximately $80 million
due to improvement in the level of criticized letters of credit. Changes in the Reserve for Unfunded Lending Commitments, which is classified within Accrued Expenses and Other Liabilities, are recorded in the Provision for Credit
Losses.

Overall, in 2005, a robust economy drove strong business performance which generated growth in business lending and supported healthy credit quality. GCMIB’s $244 million negative
provision for credit losses in 2005 was driven by a $224 million recovery stream which resulted in a net recovery position of $119 million for the year and by improved commercial credit quality, although the velocity of credit quality improvement
slowed from that experienced in 2004. The improvement in commercial credit quality can be evidenced by the $2.7 billion decline in total Corporation commercial criticized exposure and $891 million decline in nonperforming commercial assets as noted
on Tables 21 and 22 on pages 59 and 60 of Form 10-K for the year ended December 31, 2005. GCMIB accounted for approximately 33% of the decrease in criticized exposure driven primarily by $2.0 billion in paydowns and payoffs. The resolution of
uncertainties and completion of certain credit-related integration activities for FleetBoston had an approximate $20 million impact on GCMIB and was not significant to GCMIB’s provision expense as the FleetBoston acquired portfolio was mainly
within the Global Business and Financial Services segment.

While we do purchase credit protection through credit derivatives to actively manage concentrations of commercial credit risk, credit derivatives are recorded at fair value with changes in
fair value recorded in Other Income and are not accounted for using the hedge accounting provisions of Statement of Financial Accounting Standards Board No. 133, Accounting for Derivatives and Hedging Activities (SFAS 133). Credit
derivative positions are not considered in the evaluation of allowance for credit loss levels and thus do not impact the Provision for Credit Losses.

 2 of 9

Latin America was not included within GCMIB’s results as it was a separately reported business in 2004 and 2005 within the Global Business and Financial Services segment and,
accordingly, did not impact the GCMIB Provision for Credit Losses.

 Consolidated Financial Statements

 Note 5 – Derivatives, page 109

 2.

We note your disclosure on page 111 that you use basis swaps where both the pay rate and the receive rate are floating rates based on different indices. Please tell us whether you account for
these basis swaps as fair value, cash flow or economic hedges. If your accounting treatment varies, please separately quantify for us the notional amount of assets and liabilities hedged with basis swaps as fair value, cash flow and economic hedges.
Please also describe the differences between the specific risks you hedge with your basis swaps depending on whether you account for the hedge as a fair value, cash flow or economic hedge.

 Response:

We do not use basis swaps which involve the exchange of two floating rate financial instruments denominated in the same currency which are indexed to different bases (indices) in any of our
hedging relationships. However, included in our disclosure of basis swaps are cross-currency basis swaps which are used to hedge our foreign currency risk. These cross-currency basis swaps are interest rate swaps that involve the exchange of one
floating rate (typically Libor) for another floating rate (for example, Euribor) in two different currencies. These swaps are accounted for as follows:

 •      Certain cross-currency basis swaps are used as economic hedges of foreign-denominated fixed-rate
debt. The change in fair value of these swaps is recorded in Other Income. The notional amount of these swaps as of December 31, 2005 was $7.8 billion.

 •      We also combine cross-currency basis swaps with interest rate swaps to create cross-currency
interest rate swaps (CIRCUS). These CIRCUS are designated in accordance with SFAS 133 as fair value hedges of interest rate and foreign currency risk for foreign denominated fixed-rate debt. These hedges are accounted for under the long-haul method
in accordance with SFAS 133. The notional amount of these swaps as of December 31, 2005 was $10 billion.

 •      We do not use basis swaps in any cash flow hedging relationship.

3.

We note your disclosure on page 122 that you have approximately $10.9 billion of fixed rate junior subordinated notes outstanding related to trust preferred securities. So that we may more
clearly understand your hedge accounting treatment (if

 3 of 9

 applicable) for fixed rate junior subordinated debentures, please tell us the following:

 •      the extent to
which you use interest rate swaps to hedge the fair value of your fixed subordinated debentures;

 Response:

We applied SFAS 133 hedge accounting treatment to interest rate swaps with a notional amount of $2.4 billion. These swaps were designated as hedges of the change in fair value attributable to
changes in the benchmark interest rate of three issuances of fixed rate junior subordinated notes outstanding related to trust preferred securities. In addition to receive-fixed interest rate swaps, we also used cross-currency basis swaps, as
applicable, to hedge foreign currency risk and callable swaps, as applicable, in order to mirror the call option present in the fixed rate trust preferred securities. The remaining $8.5 billion of trust preferred securities are not
hedged.

 •      whether or not you use the shortcut method to assess the effectiveness of these hedges (if
applicable);

 Response:

We used the long haul method in accordance with SFAS 133 to perform the assessment of effectiveness and measure the ineffectiveness of these fair value hedge relationships.

 •      if you use the shortcut method, please tell us how you determined that you qualify under
paragraph 68 of SFAS 133;

 Response:

We did not use the shortcut method.

 •      specifically address how you considered the interest rate deferral options described on page 123
in determining that use of the shortcut method was appropriate, if true.

 Response:

We did not use the shortcut method.

 Note 9 – Special Purpose Financing Entities, page 116

 4.

We note your disclosure on page 116 that you securitize the majority of your residential mortgage loan originations in conjunction with or shortly after loan closing. For each type of loan
that you securitize (e.g. mortgage loans, credit card loans) please tell us your accounting policy for classifying the loan as held for sale upon origination or acquisition. Refer to paragraph 8 of SOP 01-6.

 Response:

Residential and commercial real estate loans are identified as being held for investment or held for sale or securitization at the time of origination or purchase. Loans that are held
for sale or securitization are classified within Other Assets and measured at the lower of cost or fair value in accordance with paragraph 8 of SOP 01-6.

 4 of 9

Credit card receivables are not classified as held for sale. When accounts are flagged for association with a securitization trust, both existing and future receivables on those accounts
will be transferred into the trust. The time period between identification of the specific accounts to be flagged and the transfer of existing receivables on those accounts is no more than a few days. Such transfers typically result in an
increase in the retained seller’s interest, which is classified within Loans on the consolidated Balance Sheet, and are therefore not accounted for as sales. Subsequently, cash collections of principal payments received by the trust are used to
purchase newly-created receivables on those accounts, which are transferred to the trust within one to three days of origination. These transfers are accounted for as sales to the extent that they are attributable to the investors’ interest in
the trust. We did not issue any new bonds out of our credit card securitization trusts in 2005 or 2004. We also note that, at December 31, 2005, only $2.2 billion of our $60.8 billion managed credit card portfolio had been securitized.
Following the merger with MBNA Corporation on January 1, 2006, when a decision is made to issue new or additional bonds out of the securitization trust, resulting in the recognition of a sale for accounting purposes, the issuance is typically
completed within two weeks.

From time to time, we may purchase portfolios of other types of loans with the intent of selling or securitizing them. Such loans are classified as held for sale at the time of purchase and
measured at the lower of cost or fair value. We do not routinely securitize originated loans other than mortgage loans or credit card receivables from our loan portfolio.

 Note 20 – Business Segment Information, page 149

 5.

We note that you have reclassified your business segment results multiple times in the past few years. For example, we note your disclosure on page 149 that, effective January 1, 2006,
you combined the Global Business and Financial Services segment with the Global Capital Markets and Investment Banking Segment to create a new segment called Global Corporate and Investment Banking. As described on page 26 of your Form 10-Q for the
period ended March 31, 2006, the new segment includes your traditional banking business for large corporations and institutional clients as well as other services such as derivatives capabilities, advisory services, capital-raising solutions,
and equity and debt sales.

Based on the range of products and services included in the Global Corporate and Investment Banking segment, it appears that you have aggregated two or more operating segments for reporting
purposes. If true, please tell us how you considered the criteria of paragraph 17 of SFAS 131 in determining it was appropriate to aggregate multiple operating segments based on their similar economic characteristics. Alternatively, please tell us
the facts and circumstances you considered in determining that the Global Corporate and Investment Banking segment represents a single, unaggregated operating segment.

 Response:

We agree with your observation that within the past few years we have reclassified our business segment results multiple times. When evaluating these reclassifications, it is important to
note that we acquired FleetBoston on April 1, 2004. Additionally, as discussed below, we adopted the universal banking model.

 5 of 9

In response to these changes, we assessed our organizational structure and re-aligned our operating segments to accurately reflect how we manage our business, assess performance, and allocate
resources. Consistent with paragraph 34 of SFAS 131, on May 25, 2006 and July 12, 2005, we filed a Form 8-K to restate the prior three years of our reportable segments resulting from our application of the universal banking model and the
FleetBoston acquisition, respectively.

As part of our continuous efforts to improve the distribution of products to our customers, we may change our organizational alignment and accordingly modify our management reporting
methodologies and the reporting of our operating segments. For example, on page 19 of our 2004 Annual Report (please see Attachment A) we discussed our universal banking model: “In this universal banking model, teams of consumer, commercial and
investment bankers work together to provide all clients, regardless of size the right combination of products and services to meet their needs … We are collaborating to create access to our capabilities that is based on clients’ financial
and strategic needs … to provide clients with insightful solutions and seamless access to the financial services they need … We deliver our services through Global Business and Financial Services (GBFS) and GCMIB, and we are now breaking
down these walls to deliver the bank’s entire platform to our clients.” As disclosed on pages 26 – 27 of our 2005 Form 10-K: “Also during the third quarter of 2005, we announced the future combination of Global Business and
Financial Services and Global Capital Markets and Investment Banking that was effective on January 1, 2006. This new segment is called Global Corporate and Investment Banking. This new segment will enable us to more
effectively leverage the universal bank model in servicing our business clients.” Therefore, effective January 1, 2006, we chang

September 14, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (704) 386-4579

Mr. Alvaro G. de Molina
Chief Financial Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC  28255

Re: Bank of America Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2005
 Forms 10-Q for Fiscal Quarters Ended
 March 31, 2006 and June 30, 2006
 File No. 1-06523

Dear Mr. de Molina:

 We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise future filings in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

*    *    *    *    *    *    *

Mr. Alvaro G. de Molina
Bank of America Corporation
September 14, 2006 Page 2

Form 10-K for the year ended December 31, 2005

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Business Segment Operations

Global Capital Markets and Investment Banking, page 37

1. Please tell us the facts and circumstances that have resulted in the Global Capital Markets and Investment Banking segment having a negative provision for credit losses of $245 million and $445 million for the years ended December 31, 2005 and 2004, respectively. Please consider the relevance of the following disclosures we noted as you prepare your response, as applicable:

• your discussion of continued improvement in commercial credit quality
although at a slower rate than experienced in 2004, an improved risk profile in Latin America and reduced uncertainties resulting from the completion of credit-related integration activities for FleetBoston on page 34;
• your Global Capital Markets and Investment Banking provision for credit
losses discussion on page 37 in which you refer to a slower rate of improvement in commercial credit quality;
• your discussion regarding concentrations of commercial credit risk on page
53 in which you discuss how concentrations are actively managed, the strategy of originate to distribute and through the purchase of credit protection through credit derivatives; and
• an abbreviated discussion of factors contributing to the periodic changes to
the commercial portion of the provision for loan losses on page 61.

Consolidated Financial Statements

Note 5 – Derivatives, page 109

2. We note your disclosure on page 111 that you use basis swaps where both the pay rate and the receive rate are floating rates based on different indices.  Please tell us whether you account for these basis swaps as fair value, cash flow or economic hedges.  If your accounting treatment varies, please separately quantify for us the notional amount of assets and liabilities hedged with basis swaps as fair value, cash flow and economic hedges.  Please also describe the differences between the specific risks you hedge with your basis swaps depending on whether you account for the hedge as a fair value, cash flow or economic hedge.

Mr. Alvaro G. de Molina
Bank of America Corporation
September 14, 2006 Page 3
3. We note your disclosure on page 122 that you have approximately $10.9 billion of fixed rate junior subordinated notes  outstanding related to trust preferred
securities.  So that we may more clearly understanding your hedge accounting treatment (if applicable) for fixed rate junior subordinated debentures, please tell
us the following:

• the extent to which you use interest rate swaps to hedge the fair value of your fixed subordinated debentures;
• whether or not you use the shortcut method to assess the effectiveness of these hedges (if applicable);
• if you use the shortcut method, please tell us how you determined that you qualify under paragraph 68 of SFAS 133; and
• specifically address how you considered the interest rate deferral options described on page 123 in determining that use of the shortcut method was appropriate, if true.

Note 9 – Special Purpose Financing Entities, page 116

4. We note your disclosure on page 116 that you securitize the majority of your residential mortgage loan originations in conjunction with or shortly after loan closing.  For each type of loan that you securitize (e.g. mortgage loans, credit card loans) please tell us your accounting policy for classifying the loan as held for sale upon origination or acquisition. Refer to paragraph 8 of SOP 01-6.

Note 20 – Business Segment Information, page 149

5. We note that you have reclassified your business segment results multiple times in the past few years.  For example, we note your disclosure on page 149 that, effective January 1, 2006, you combined the Global Business and Financial Services segment with the Global Capital Markets and Investment Banking segment to create a new segment called Global Corporate and Investment Banking.  As described on page 26 of your Form 10-Q for the period ended March 31, 2006, the new segment includes your traditional banking business for large corporations and institutional clients as well as other services such as derivatives capabilities, advisory services, capital-raising solutions, and equity and debt sales.

Mr. Alvaro G. de Molina
Bank of America Corporation
September 14, 2006 Page 4
Based on the range of products and services included in the Global Corporate and Investment Banking segment, it appears that you have aggregated two or more operating segments for reporting purposes.  If true, please tell us how you considered the criteria of paragraph 17 of SFAS 131 in determining it was appropriate to aggregate multiple operating segments based on their similar economic characteristics.  Alternatively, please tell us the facts and circumstances you considered in determining that the Global Corporate and Investment Banking segment represents a single, unaggregated operating segment.

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

Controls and Procedures, page 166

6. Please tell us whether you considered your February 2006 decision to restate previously reported financial results to be part of the process for remediating your material weakness in internal control over financial reporting with respect to derivative transactions.  If you do consider the restatement to be part of the remediation, please tell us how you were able to determine that the material weakness had been fully remediated as of December 31, 2005.  If you do not consider the restatement to be part of the remediation, please fully describe for us the factors you relied upon to support your position.

*    *    *    *    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

     We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Alvaro G. de Molina
Bank of America Corporation
September 14, 2006 Page 5

     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

  In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Lisa Haynes, Senior Staff Accountant at (202) 551-3424 or me at (202) 551-3492 if you have questions.

        S i n c e r e l y ,

                          John P. Nolan                              Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

            March 3, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (704) 386-4579

Mr. Alvaro G. de Molina
Chief Financial Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC  28255

Re:	Bank of America Corporation
	Form 10-K filed March 1, 2005
	File No. 1-06523

Dear Mr. de Molina:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

								Sincerely,

	                         					John P.
Nolan
								Accounting Branch Chief

</TEXT>
</DOCUMENT>

CORRESP
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Correspondence Letter

 February 14, 2006

 John P. Nolan

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Mail
Stop 4561

 Washington, DC 20549

Re:
Bank of America Corporation

 Form 10-K for the
fiscal year ended December 31, 2004

 Filed March 1, 2005

 File Number: 1-6523

 Dear Mr. Nolan:

 We have received and reviewed your letter dated February 3, 2006 addressed to Mr. Alvaro G. de Molina, Chief Financial Officer, Bank of
America 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 issues raised by the
Staff. We are ready to assist the Staff in resolving any matter requiring further attention.

 Form 10-K for the year ended December 31, 2004

 Consolidated Financial Statements

 Note 1 – Summary of Significant Accounting Principles, page 90

1.

We note your response to our prior comment 2 from our comment letter dated November 28, 2005. We understand that, due to some different interpretations of paragraph 10 of FIN 39, there
is currently diversity in practice as to whether companies offset receivables or obligations related to cash collateral against the net derivative positions in the balance sheet. It appears that you have changed from one alternative interpretation
of FIN 39 to another. Therefore, we believe a preferability letter would be appropriate. Refer to ASR 177.

Please tell us the facts and circumstances (including the reasons for the change) which led to your decision to begin netting the cash collateral in the fourth quarter of 2004. Please also
tell us the quantifiable impact that this change in policy had upon your capital requirements, key performance ratios and debt covenants, as applicable.

Response:

During 2004, we noted that at least one other large financial institution had netted cash collateral against its derivative positions on the balance sheet, as reflected in its 2003 Annual
Report. We began to reconsider our accounting for the obligation to return or the right to reclaim cash collateral (hereafter referred to as “netting of the cash collateral”) against

the fair value of the derivatives being collateralized at that time. We initiated discussions with internal legal counsel and internal counsel advised that the ISDA Master Agreement (Master
Agreement) and the ISDA Credit Support Annex (CSA) used for our derivative transactions constitute a single agreement for the purpose of netting collateral held under a CSA against derivative exposures under the Master Agreement. We concluded based
upon the enforceability of the contractual provisions of these contracts that the netting of cash collateral against the fair value of the derivatives was more appropriate and a better representation of our true financial position. We then discussed
the proposed accounting with our external accountants. Based on the above, we began netting the cash collateral against the fair value of the derivatives in the fourth quarter of 2004. We reflected this change in presentation in our
December 31, 2004 financial statements and reclassified prior year amounts to conform to the 2004 presentation. Given the nature of this change in presentation and the immateriality of the amounts involved, which were disclosed in Note 4
of the financial statements, we did not believe that a preferability letter from our independent accountants was required.

We note that SAB Topic 6G.2(b), which interprets ASR 177, states that a registrant who makes a material change in its method of accounting must, among other things, submit a
preferability letter from its independent accountants. As stated above, we determined that the impact of the change in presentation was not material as it did not affect net income and had only an insignificant impact on the balance sheet and our
regulatory capital ratios. For these reasons, we believe that a preferability letter is not required.

As a result of the change in presentation, total risk-weighted assets at December 31, 2004 declined by $6.0 billion due to the impact of netting the right to reclaim cash collateral placed
against the derivative liabilities. As a result, the Corporation’s Tier 1 risk-based capital ratio increased from 8.04% to 8.10% at December 31, 2004, and the return on average assets improved from 1.33% to 1.35% for the year then ended.
The ratio of total equity to total assets at December 31, 2004 increased from 8.85% to 8.97%. The change had no impact on net income or total equity, nor did it impact compliance with any debt covenants. As previously communicated to Mr. Don
Walker in our letter dated December 20, 2005, the impact on the balance sheet was 0.8 percent and 1.0 percent of our total assets and 0.5 percent and 1.3 percent of our total liabilities and equity as of December 31, 2004 and 2003,
respectively.

2.

We note your response to our prior comment 3 from our comment letter dated November 28, 2005. We understand that during 2004, in order to be consistent with evolving industry practice, you
began to record previously unrecognized gains and losses on derivative contracts held for trading purposes into income using the straight line method of amortization over the contractual life of the derivative contract. We understand that EITF 02-3
did not specifically address the timing and appropriate methodology for recognizing such previously deferred gains and losses. Please tell us whether you believe the change to a straight line amortization method represented a change in accounting
policy and if not, the reasons why not.

Response:

We believe that adoption of the straight line amortization method represented a refinement of our implementation of EITF 02-3 which, as acknowledged above, did not specifically
address this issue. We therefore concluded that a preferability letter was not required.

3.

If you believe the change to a straight line amortization method represented a change in accounting policy, please tell us:

•

Whether you obtained a preferability letter from your accountants regarding this change and if not, the reasons why; and

•

The quantifiable impact that this change in policy had upon your capital requirements, key performance ratios, and debt covenants, to the extent applicable.

Response:

As noted above, we do not believe that adoption of the straight-line amortization method represented a change in accounting policy. However, had this been viewed as a change in
accounting policy, we would have concluded that a preferability letter would not be required since the amount recognized in income during 2004 as a result of using the straight-line amortization method was not material. Net income after tax for
the year ended December 31, 2004 increased by $29 million ($44 million on a pretax basis) or 0.2%. The impact on earnings per share was insignificant as an additional $29 million of after-tax income equates to approximately $.007 per share. Diluted
earnings per share for the year ended December 31, 2004 was $3.69. The Corporation’s reported Tier 1 risk-based capital ratio at December 31, 2004 would not have changed if the straight-line amortization method had not been used. Additionally,
the change had no effect on compliance with any debt covenants.

 * * *

 We believe the foregoing is responsive to the questions raised by the Staff. Further, we have
reviewed the responses with our independent public accountants, PricewaterhouseCoopers LLP.

 The adequacy and accuracy of the disclosure in the filings is the responsibility of Bank of America Corporation (the “Corporation”). The Corporation acknowledges to the Securities and Exchange Commission
(the “Commission”) that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing. The Corporation also
acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If you have further questions or require additional clarifying information please give me a call at 704.388.5521.

Sincerely,

 /s/ Neil A. Cotty

Neil A. Cotty

Chief Accounting Officer

cc:
Timothy J. Mayopoulos

 Executive Vice President

 and General Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

            February 3, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (704) 386-4579

Mr. Alvaro G. de Molina
Chief Financial Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC  28255

Re:	Bank of America Corporation
	Form 10-K filed March 1, 2005
	File No. 1-06523

Dear Mr. de Molina:

      	We have reviewed your response letter dated December 20,
2005, and have the following comments.  Please respond to these
comments within 10 business days or tell us when you will provide
us
with a response.

*    *    *    *    *    *    *

Form 10-K filed March 1, 2005

Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Principles, page 90

1. We note your response to our prior comment 2 from our comment
letter dated November 28, 2005.  We understand that, due to some
different interpretations of paragraph 10 of FIN 39, there is
currently diversity in practice as to whether companies offset
receivables or obligations related to cash collateral against the
net
derivative positions in the balance sheet.  It appears that you
have
changed from one alternative interpretation of FIN 39 to another.
Therefore, we believe a preferability letter would be appropriate.
Refer to ASR 177.

Please tell us the facts and circumstances (including the reasons
for
the change) which led to your decision to begin netting the cash
collateral in the fourth quarter of 2004.  Please also tell us the
quantifiable impact that this change in policy had upon your
capital
requirements, key performance ratios, and debt covenants, as
applicable.

2. We note your response to our prior comment 3 from our comment
letter dated November 28, 2005.  We understand that during 2004,
in
order to be consistent with evolving industry practice, you began
to
record previously unrecognized gains and losses on derivative
contracts held for trading purposes into income using the straight
line method of amortization over the contractual life of the
derivative contract.  We understand that EITF 02-3 did not
specifically address the timing and appropriate methodology for
recognizing such previously deferred gains and losses.  Please
tell
us whether you believe the change to a straight line amortization
method represented a change in accounting policy and if not, the
reasons why not.

3. If you believe the change to a straight line amortization
method
represented a change in accounting policy, please tell us:

* Whether you obtained a preferability letter from your
accountants
regarding this change and if not, the reasons why; and

* The quantifiable impact that this change in policy had upon your
capital requirements, key performance ratios, and debt covenants,
to
the extent applicable.

*    *    *    *    *    *    *

      Please furnish a response letter that keys your responses to
our comments.  Detailed letters greatly facilitate our review.
Please file your response letter on EDGAR.  Please understand that
we
may have additional comments after reviewing your responses to our
comments.

	You may contact Lisa Haynes, Staff Accountant at (202) 551-
3424
or me at (202) 551-3492 if you have questions.

								Sincerely,

	                        	 John P. Nolan
				Accounting Branch Chief

??

??

??

??

Mr. Alvaro G. de Molina
Bank of America Corporation
Page 3 of 3

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CORRESP
1
filename1.htm

Correspondence Letter

 December 20, 2005

 Donald A. Walker

 Senior Assistant Chief Accountant

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F. Street, N.E.

 Mail Stop 4561

 Washington, DC 20549

Re:

Bank of America Corporation

Form 10-K for the fiscal year ended December 31, 2004

Filed March 1, 2005

File Number: 1-6523

 Dear
Mr. Walker:

 We have received and reviewed your letter
dated November 28, 2005 addressed to Mr. Alvaro G. de Molina, Chief Financial Officer, Bank of America Corporation. We appreciate the Staff agreeing to postpone our deadline to respond until December 20, 2005. 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 issues raised by the Staff. We are ready to assist the Staff in resolving any matter
requiring further attention.

 Form 10-K for the year ended
December 31, 2004

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

 Financial Highlights, page 11

1.

We note your disclosure on page 12 that during 2004, the return of securitized loans to your balance sheet resulted in an increase to your provision for credit losses in your consumer credit
card portfolio. We also note your disclosure on page 57 that you anticipate the return of approximately $4.5 billion of securitized loans to the balance sheet in 2005. For each period presented in your filing, please:

 •       tell us what caused the return of previously securitized loans to the balance
sheet;

Response:

In our filing we referred to the return of securitized loans to our balance sheet. We had certain credit card securitizations that were winding down and were in the amortization period. This
statement was intended to describe the impact of selling fewer credit card receivables into our revolving securitization trusts. As set out in the governing documents of the securitization trust, during the amortization period as paydowns on the
consumer credit card receivables in the trust are made, rather than using these proceeds to purchase additional receivables generated by the

credit card accounts in the revolving securitization trusts, the trust uses the proceeds to reduce the trust’s outstanding debt. The impact is that we are selling less receivables to the
trust and therefore retaining a greater number of newly-generated consumer credit card receivables on our balance sheet. This retention of newly-generated consumer credit card receivables led to an increase in our 2004 provision for credit losses
and anticipated higher levels of consumer net charge-offs in 2005. In future filings, beginning with our Form 10-K for the year ended December 31, 2005, we will more fully describe how selling fewer credit card receivables into our revolving
securitization trust impacts our balance sheet and the provision for credit losses.

 •       quantify the amount of securitized loans returned to the balance sheet by loan type;
and

Response:

As described above, there were no securitized loans that returned to our balance sheet. However, the impact of selling less credit card receivables to the trusts and retaining a greater number
of newly-generated consumer credit card receivables on our balance sheet was $4.2 billion and $2.6 billion in 2004 and 2003, respectively.

 •       quantify the impact that the return of these loans had upon your provision for credit losses
by loan type.

Response:

As described above, there were no securitized loans that returned to our balance sheet. As a result, there was no impact on the provision for credit losses for the securitized loans that
returned to the balance sheet. With regard to the impact on the provision for credit losses of selling less credit card receivables to the trusts and retaining a greater number of newly-generated consumer credit card receivables on our balance
sheet, our provision for loan losses methodology for credit cards considers the impact of overall portfolio growth, credit loss history, level of charge-offs, and other industry factors holistically, but does not quantify the impact of each of these
factors separately.

 Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Principles, page 90

2.

We note your disclosure on page 94 that you net cash collateral against the applicable derivative mark-to-market exposures based upon provisions contained in legal netting agreements. It appears
that similar disclosure was not provided in your 12/31/03 Form 10-K. Please tell us whether this represents an accounting policy change to your method of handling cash collateral. If your policy has changed, please tell us when this change was made
and whether all periods are presented on the same basis. If applicable, please tell us whether you received a preferability letter from your independent accountants regarding this change.

Response:

We began to net the obligation to return or the right to reclaim cash collateral against the fair value of the derivatives being collateralized in the fourth quarter of 2004. We do not view this
as a change in

 2 of 7

accounting policy, but rather an improvement of balance sheet presentation which more appropriately reflects the existing contractual provisions. Prior period amounts were reclassified to
conform to the current year presentation. The obligation to return cash collateral of $9.4 billion and $7.5 billion that was applied against derivative assets was approximately 0.8 percent and 1.0 percent of our total assets as of December 31,
2004 and 2003, respectively. The right to reclaim cash collateral of $6.0 billion and $9.5 billion placed against derivative liabilities was 0.5 percent and 1.3 percent of our total liabilities and equity as of December 31, 2004 and 2003,
respectively. Given the nature of this change in presentation and the immateriality of the amounts involved, which were disclosed in Note 4 of the financial statements, we did not believe that a preferability letter from our independent accountants
was required.

3.

Please tell us and revise future filings to clarify your accounting policies regarding unrealized gains or losses on derivative contracts held for trading purposes. Refer to EITF 02-3. Please
provide us with the following information:

 •       describe your accounting policy for recognition of unrealized gains and losses at the
inception of the contracts;

Response:

We recognize unrealized gains and losses at inception of a contract only if the fair value of the contract is evidenced by a quoted market price in an active market, an observable price or other
market transaction, or other observable data supporting a valuation model. For those gains and losses not evidenced by the above mentioned market data, the transaction price is used as the fair value of the contract. Accordingly, any difference
between the transaction price and the model fair value is considered to be an unrecognized gain or loss at inception of the contract. This policy has been developed in accordance with EITF Issue No. 02-3, Issues Involved in Accounting for
Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities (EITF 02-3).

As you are aware, the FASB has proposed FASB Statement, Fair Value Measurements, and FASB Staff position No. FAS 133a, Accounting for Unrealized Gains (Losses) Relating to Derivative
Instruments Measured at Fair Value under Statement 133. We are closely monitoring these proposals and, accordingly, will revise our policies and disclosures as they become effective.

 •       describe your accounting policy for recognition of previously unrecognized gains or losses
subsequent to inception. Tell us whether these gains and losses are ever recognized and if so, describe the conditions for recognition;

Response:

Beginning in 2004, consistent with evolving industry practice, we began to recognize previously unrecognized gains and losses to income using the straight line method of amortization over the
contractual life of the derivative contract. Earlier recognition of the full unrecognized gain or loss was permitted if the trade was terminated early, subsequent market activity was observed which supported the fair value of the contract, or
significant inputs used in the valuation model became observable.

 3 of 7

 •       separately quantify unrecognized gains and losses at the inception of the contracts and
recognized gains and losses subsequent to inception during each period presented; and

Response:

Unrecognized gains associated with derivative contracts entered into during the years ended December 31, 2004 and 2003 were $212 million and $163 million, respectively, and unrecognized losses
were $21 million and $15 million, respectively, at inception of the contracts. Of these amounts, $113 million and $14 million of net gains were recognized in income during 2004 and 2003, respectively. The amount recognized in income in 2004
includes $44 million of amortization, $23 million due to early terminations or maturities, and $46 million associated with subsequent market activity or obtaining third party observable market data. The amount recognized in income in 2003 includes
$2 million due to an early termination and $12 million associated with subsequent market activity or obtaining third party observable market data.

 •       if you have deferred losses, please tell us the authoritative literature you rely upon to
support this position.

Response:

Unrecognized losses are accounted for in the same manner as unrecognized gains based on the guidance in EITF 02-3. As stated in footnote 3 of EITF 02-3, “in the FASB staff’s view
an entity should not recognize an unrealized gain or loss at inception of a derivative instrument unless the fair value of that instrument is obtained from a quoted market price in an active market or is otherwise evidenced by comparison to other
observable current market transactions or based on a valuation technique incorporating observable market data.” Accordingly, the transaction price was considered to be the fair value.

Note 2 – Merger and Restructuring Activity, page 102

4.

 It appears that your disclosures regarding the FleetBoston merger do not include

 the matters described in paragraphs 51(b), 51(f), 51(h), and 52(c)(1) of SFAS

 141. Please tell us why you believed these
disclosure requirements were not

 applicable to this transaction.

Response:

In response to your question, we will address each of the SFAS 141 paragraphs separately:

 •       Paragraph 51(b) of SFAS 141 requires disclosure of the primary reasons for the acquisition,
including a description of the factors that contributed to a purchase price that resulted in the recognition of goodwill.

 In Note 2, we disclosed that the primary reason for the acquisition was to expand our presence in the Northeast. Encompassed in this statement is
the

 4 of 7

 strategic importance of creating a presence in a market where we historically have not been. This strategic importance combined with a purchase price dictated
by free market forces resulted in the creation of the goodwill on the transaction.

 We believe that the primary reason and most important factors are encompassed in the current disclosure. We will remain cognizant of this requirement for
disclosure relating to mergers in future filings.

 •       Paragraph 51(f) of SFAS 141 requires the disclosure of contingent payments, options, or
commitments specified in the acquisition agreement and the accounting treatment that will be followed should any such contingency occur.

 There were no contingent payments, options or commitments specified in the acquisition agreement. Accordingly, these disclosures did not apply to this
transaction.

 •       Paragraph 51(h) of SFAS 141 requires the disclosure of the fact and the reasons therefore
of any purchase price allocation that has not been finalized. In subsequent periods, the nature and amount of any material adjustments made to the initial allocation of the purchase price shall be disclosed.

 Except for a few immaterial items, the purchase price allocation was substantially complete as of December 31, 2004. In the Allocation of the Purchase
Price table included in Note 2, we labeled the line item “Estimated goodwill resulting from the Merger.” However, as allowed under EITF 93-7, Uncertainties Related to Income Taxes in a Purchase Business Combination, certain
adjustments to goodwill may still be made as more information becomes available.

 •       Paragraph 52(c)(1) of SFAS 141 requires the disclosure as it relates to the total amount of
goodwill and the amount that is expected to be deductible for tax purposes.

 The total amount of goodwill was $33.2 billion and was disclosed in the purchase price allocation table.

 The merger was a tax-free exchange as disclosed in Note 2 and no tax deductible goodwill was created as part of this transaction. FleetBoston did have some
tax-deductible goodwill associated with previous transactions which tax basis was carried forward as part of the transaction. However, none of the goodwill created with this transaction was tax deductible. Accordingly, this disclosure did not apply
to this transaction.

 5 of 7

Note 11 – Short-term Borrowings and Long-term Debt, page 120

5.

 Please revise future filings to disclose the significant terms of your advances

 from each of the Federal Home Loan Banks. The terms to be disclosed should include interest rates, maturity dates, conversion features and call dates associated with the advances, where applicable. Refer to paragraph
14(h) of SOP 01-6.

Response:

We have read and agree to incorporate the Staff’s comments for all material Federal Home Loan Bank advances in all of our future filings starting with our Form 10-K for the year ended
December 31, 2005.

Note 12 – Commitments and Contingencies

6.

We note your March 3, 2005 Form 8-K in which you announced an agreement to settle class action litigation with WorldCom securities holders for $460.5 million. Your press release states that the
expense of the settlement was provided for in prior periods but your Form 10-K disclosures in Note 12 to the consolidated financial statements do not include a range of possible loss for this matter as required by paragraph 10 of SFAS
5.

In future filings beginning with your Form 10-K for the year ended December 31, 2005, please revise your disclosures for each litigation matter to clearly describe whether estimated losses
from litigation contingencies are both probable and estimable, estimable but not probable, or neither. To the extent that estimated losses related to litigation contingencies are both probable and estimable, please revise future filings to disclose
an estimate of the possible loss or a range of loss. Refer to paragraphs 8-10 of SFAS 5.

Response:

Paragraph 9 of SFAS 5 states: Disclosure of the nature of an accrual made pursuant to the provisions of paragraph 8, and in some circumstances the amount accrued, may be necessary for the
financial statements not to be misleading [emphasis added].

In Note 12 of our most recent Form 10-K, we disclosed the nature of the accrual related to the WorldCom litigation, including the claims made by the plaintiffs and the status of the litigation.
We also stated that management does not believe the liabilities, if any, arising from pending litigation or regulatory matters, including WorldCom, will have a material adverse effect on our consolidated financial position or liquidity, but may be
material to our operating results for any particular quarter.

We continually assess potential litigation liabilities as well as the adequacy of our provision for litigation. We set our provision to be adequate to cover our probable and estimable losses in
litigation consistent with

<DOCUMENT>
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<TEXT>

            November 28, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (704) 386-4579

Mr. Alvaro G. de Molina
Chief Financial Officer
Bank of America Corporation
100 N. Tryon Street
Charlotte, NC  28255

Re:	Bank of America Corporation
	Form 10-K filed March 1, 2005
	File No. 1-06523

Dear Mr. de Molina:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise future filings in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

*    *    *    *    *    *    *

Form 10-K for the year ended December 31, 2005

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

Financial Highlights, page 11

1. We note your disclosure on page 12 that during 2004, the return
of
securitized loans to your balance sheet resulted in an increase to
your provision for credit losses in your consumer credit card
portfolio.  We also note your disclosure on page 57 that you
anticipate the return of approximately $4.5 billion of securitized
loans to the balance sheet in 2005.  For each period presented in
your filing, please:

* tell us what caused the return of previously securitized loans
to
the balance sheet;

* quantify the amount of securitized loans returned to the balance
sheet by loan type; and

* quantify the impact that the return of these loans had upon your
provision for credit losses by loan type.

Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Principles, page 90

2. We note your disclosure on page 94 that you net cash collateral
against the applicable derivative mark-to-market exposures based
upon
provisions contained in legal netting agreements.  It appears that
similar disclosure was not provided in your 12/31/03 Form 10-K.
Please tell us whether this represents an accounting policy change
to
your method of handling cash collateral.  If your policy has
changed,
please tell us when this change was made and whether all periods
are
presented on the same basis.  If applicable, please tell us
whether
you received a preferability letter from your independent
accountants
regarding this change.

3. Please tell us and revise future filings to clarify your
accounting policies regarding unrealized gains or losses on
derivative contracts held for trading purposes.  Refer to EITF 02-
3.
Please provide us with the following information:

* describe your accounting policy for recognition of unrealized
gains
and losses at the inception of the contracts;

* describe your accounting policy for recognition of previously
unrecognized gains and losses subsequent to inception.  Tell us
whether these gains and losses are ever recognized and if so,
describe the conditions for recognition;

* separately quantify unrecognized gains and losses at the
inception
of the contracts and recognized gains and losses subsequent to
inception during each period presented; and

* if you have deferred losses, please tell us the authoritative
literature you rely upon to support this position.

Note 2 - Merger and Restructuring Activity, page 102

4. It appears that your disclosures regarding the FleetBoston
merger
do not include the matters described in paragraphs 51(b), 51(f)f,
51(h), and 52(c)(1) of SFAS 141.  Please tell us why you believed
these disclosure requirements were not applicable to this
transaction.

Note 11 - Short-term Borrowings and Long-term Debt, page 120

5. Please revise future filings to disclose the significant terms
of
your advances from each of the Federal Home Loan Banks.  The terms
to
be disclosed should include interest rates, maturity dates,
conversion features and call dates associated with the advances,
where applicable.  Refer to paragraph 14(h) of SOP 01-6.

Note 12 - Commitments and Contingencies

6. We note your March 3, 2005 Form 8-K in which you announced an
agreement to settle class action litigation with WorldCom
securities
holders for $460.5 million.  Your press release states that the
expense of the settlement was provided for in prior periods but
your
Form 10-K disclosures in Note 12 to the consolidated financial
statements do not include a range of possible loss for this matter
as
required by paragraph 10 of SFAS 5.

In future filings beginning with your Form 10-K for the year ended
December 31, 2005, please revise your disclosures for each
litigation
matter to clearly describe whether estimated losses from
litigation
contingencies are both probable and estimable, estimable but not
probable, or neither.  To the extent that estimated losses related
to
litigation contingencies are both probable and estimable, please
revise future filings to disclose an estimate of the possible loss
or
a range of loss.  Refer to paragraphs 8-10 of SFAS 5.

*    *    *    *    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter that keys your responses to our comments and provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

        We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

        In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lisa Haynes, Staff Accountant at (202) 551-
3424
or me at (202) 551-3490 if you have questions.

								Sincerely,

	                        	Donald A. Walker
				Senior Assistant Chief Accountant

??

??

??

??

Mr. Alvaro G. de Molina
Bank of America Corporation
November 28, 2005
Page 5

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