SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       -----------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                January 24, 2001

                           BANK OF AMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware

         (State or other jurisdiction of incorporation or organization)

                                     1-6523
                            (Commission File Number)

                                   56-0906609
                        (IRS Employer Identification No.)

                             100 North Tryon Street
                            Charlotte, North Carolina

                    (Address of principal executive offices)

                                      28255
                                   (Zip Code)

                                 (888) 279-3457
              (Registrant's telephone number, including area code)




         ITEM 5.  OTHER EVENTS.

         On January 24, 2001,  Bank of America  Corporation  (the  "Registrant")
         announced  Hugh  L.  McColl,  Jr.'s  retirement  as  Chairman  and  CEO
         effective April 25, 2001 and Kenneth D. Lewis'  appointment as Chairman
         and CEO immediately upon Mr. McColl's  retirement.  A copy of the press
         release  is  attached  hereto  as  Exhibit  99.1  and  incorporated  by
         reference herein.

         ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  The following exhibits are filed herewith:

         EXHIBIT NO.                DESCRIPTION OF EXHIBIT

         99.1                       Press Release dated  January 24, 2001 with
                                    respect to Hugh L. McColl, Jr.'s  retirement
                                    as Chairman and CEO in April 2001 and
                                    Kenneth D. Lewis'  appointment as Chairman
                                    and CEO immediately thereafter





                                                      SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                            BANK OF AMERICA CORPORATION

                                            By: /s/ Paul J. Polking
                                               -------------------------
                                               Paul J. Polking
                                               Executive Vice President and
                                               General Counsel

Dated: January 24, 2001




                                  EXHIBIT INDEX

         EXHIBIT NO.                DESCRIPTION OF EXHIBIT

         99.1                       Press Release dated  January 24, 2001 with
                                    respect to Hugh L. McColl,  Jr.'s
                                    retirement as Chairman and CEO in April
                                    2001 and Kenneth D. Lewis' appointment as
                                    Chairman and CEO immediately thereafter