FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COUNTRYMAN GARY L
  2. Issuer Name and Ticker or Trading Symbol
BANK OF AMERICA CORP /DE/ [BAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
LIBERTY MUTUAL INSURANCE COMPANY, 175 BERKELEY STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004
(Street)

BOSTON, MA 02117
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2004   A(1)   4,377 A $ 0 (1) 4,377 D  
Common Stock 04/01/2004   A(2)   222 A $ 81.47 4,599 D  
Common Stock 04/01/2004   A(1)   118 A $ 0 (1) 118 I Spouse Sally

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option, Right to Buy $ 51.13 04/01/2004   A(3)   1,315     (4) 04/01/2007 Common Stock 1,315 $ 51.13 1,315 D  
Option, Right to Buy $ 84.67 04/01/2004   A(3)   1,315     (4) 04/23/2008 Common Stock 1,315 $ 84.67 1,315 D  
Option, Right to Buy $ 75.94 04/01/2004   A(3)   1,315     (4) 04/22/2009 Common Stock 1,315 $ 75.94 1,315 D  
Director Stock Unit Plan $ 0 04/01/2004   A(5)   4,894.95     (6)   (6) Common Stock 4,894.95 (5) 4,894.95 D  
Director Stock Award Unit Plan $ 0 04/01/2004   A(7)   189.11     (6)   (6) Common Stock 189.11 (7) 189.11 D  
Director Retirement Ben Ex Program $ 0 04/01/2004   A(8)   6,504.3     (6)   (6) Common Stock 6,504.3 (8) 6,504.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COUNTRYMAN GARY L
LIBERTY MUTUAL INSURANCE COMPANY
175 BERKELEY STREET
BOSTON, MA 02117
  X      

Signatures

 Gary L. Countryman/Roger C. McClary POA   04/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in exchange for common stock of FleetBoston Financial at an exchange ratio of .5553 of a share of Bank of America common stock for each share of FleetBoston Financial common stock in connection with the merger of FleetBoston Financial into Bank of America on April 1, 2004. The closing price of FleetBoston Financial common stock on the last day prior to the effective time of the merger was $44.90 per share.
(2) Shares represent payment of a portion of the annual retainer and an additional award of restricted shares under the Bank of Ameri ca Corporation Directors' Stock Plan in transactions exempt under Rule 16b-3.
(3) Received in exchange for options to acquire FleetBoston Financial (FleetBoston) at an exchange ratio of .5553 of a share of Bank of America common stock for each share of FleetBoston common stock subject to such option in connection withthe merger of Fleetboston into Bank of America on April 1, 2004. The exercise price per share of Bank of America stock issuable upon exercise of these options is equal to the exercise price per share of FleetBoston common stock at which such FleetBoston option was exercisable immediately prior to the effective time of the merger divided by .5553. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share.
(4) This option fully vested on the effective date of the merger of FleetBoston Financial into Bank of America Corporation.
(5) Received in exchange for FleetBoston Financial Director Deferred Compensation and Stock Unit Plan units at the rate of .5553 Bank of America units for each FleetBoston unit in connection with the merger of FleetBoston into Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share.
(6) Director deferral plan units may be settled in cash upon death or termination of service as a director.
(7) Received in exchange for FleetBoston Financial BKB Director Stock Award Plan units at the rate of .5553 Bank of America units for each FleetBoston unit in connection with the merger of FleetBoston Financial into Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share.
(8) Received in exchange for FleetBoston Financial BKB Retirement Benefit Exchange Program units at the rate of .5553 Bank of America units for each FleetBoston unit in connection with the merger of FleetBoston with Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the efective time of the merger was $44.90 per share.

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