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: 333-70984 and 333-70984-2

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

Title of each class to be so registered Capital Securities of BAC Capital Trust III (and the Guarantee related thereto)

Name of each exchange on which each class is to be registered New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:      None

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

          The securities to be registered hereby are (i) the capital securities (the "Capital Securities") of BAC Capital Trust III (the "Trust"), a Delaware statutory business trust, and (ii) the guarantee related thereto by Bank of America Corporation (the "Corporation"), a Delaware corporation. The Capital Securities represent undivided preferred beneficial interests in the Trust and are guaranteed by the Corporation, to the extent set forth in the form of Capital Securities Guarantee Agreement of the Corporation (the "Capital Securities Guarantee"). The form of Capital Securities Guarantee is incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 (Registration No. 333-70984) filed by the Corporation and the Trust with the Securities and Exchange Commission (the "Commission") on October 4, 2001, as amended (as amended, the "1933 Registration Statement"). For a description of the Capital Securities and the Capital Securities Guarantee covered by this registration statement, see the descriptions under the captions "Description of Capital Securities," "Description of Junior Subordinated Notes" and "Description of Guarantee" in the prospectus that constitutes part of the 1933 Registration Statement, including the prospectus supplement filed or to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 (as supplemented, the "Prospectus"). The Prospectus is incorporated by reference into this registration statement.

Item 2. Exhibits
 

Exhibit No.	Description and Method of Filing
1	1933 Registration Statement, incorporated herein by reference.
2	Certificate of Trust of BAC Capital Trust III, incorporated herein by reference to Exhibit 4.2 to the 1933 Registration Statement.
3	Declaration of Trust of BAC Capital Trust III, incorporated herein by reference to Exhibit 4.6 to the 1933 Registration Statement.
4	Form of Amended and Restated Declaration of Trust of BAC Capital Trust III, incorporated herein by reference to Exhibit 4.9 to the 1933 Registration Statement.
5	Form of Guarantee Agreement, incorporated herein by reference to Exhibit 4.14 to the 1933 Registration Statement.
6	Restated Indenture, incorporated herein by reference to Exhibit 4.10 to the 1933 Registration Statement.
7	Form of Supplemental Indenture, incorporated herein by reference to Exhibit 4.11 to the 1933 Registration Statement.
8	Form of Capital Security (included in Exhibit 4).
9	Form of Capital Securities Guarantee (included in Exhibit 5).

          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: August 6, 2002
 

	BANK OF AMERICA CORPORATION By: /s/ KAREN A. GOSNELL            Karen A. Gosnell            Senior Vice President
	BAC CAPITAL TRUST III By: /s/ JAMES T. HOUGHTON           James T. Houghton           Regular Trustee
	By: /s/ KAREN A. GOSNELL            Karen A. Gosnell              Regular Trustee