If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934 and is effective pursuant to General Instruction A.c, please check the following box. /X/

       If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 and is effective pursuant to General Instruction A.d, please check the following box. / /

       Securities Act registration statement file number to which this form relates: 333-83503

                                                     Securities to be registered pursuant to Section 12(b) of the Act.
 
 

Title of each class to be so registered DJIA(Service Mark) Return Linked Notes, due 2005

Name of each exchange on which  each class is to be registered The American Stock Exchange

Item 1. Description of Registrant's Securities to be Registered

The title of the class of securities to be registered hereunder is: Bank of America Corporation DJIA(Service Mark) Return Linked Notes, due 2005 (the "Notes"). A description of the Notes registered hereunder is set forth under the caption "Description of Debt Securities" in the prospectus included in the Registrant's Form S-3 Registration Statement (Registration No. 333-83503) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on August 12, 1999, as supplemented by the information under the caption "Description of the Notes" in the prospectus supplement dated June 5, 2001 filed with the SEC pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the "Act"), which description is incorporated herein by reference, and "Description of the Notes" in the pricing supplement dated March 22, 2002 filed with the SEC pursuant to Rule 424(b) promulgated under the Act, which description is incorporated herein by reference.
 
 

Item 2. Exhibits
 
 

Exhibit No.
4.1	Form of Registrant's DJIA (Service Mark) Return Linked Notes, due 2005.
4.2	Indenture dated as of January 1, 1995 between the Registrant and The Bank of New York, incorporated herein by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (Registration No. 333-57533); as supplemented by a First Supplemental Indenture dated as of September 18, 1998, incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K filed November 18, 1998 and a Second Supplemental Indenture dated as of May 7, 2001, incorporated by reference to Exhibit 4.4 of the Registrant's Current Report on Form 8-K filed June 14, 2001.

 
 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: March 22, 2002

                                                                    BANK OF AMERICA CORPORATION

                                                                    By: /S/ MARY W. RANTALA
                                                                                Mary W. Rantala
                                                                                Assistant Vice President