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ITEM 5. OTHER EVENTS.

          By action dated November 15, 2002, a Committee previously appointed by the Board of Directors of the Registrant approved the public offering of an aggregate principal amount of $145,000,000 of the Registrant's 3.761% Senior Notes, due 2007 (the "Notes") to a purchaser through the services of various placement agents (the "Placement Agents") and otherwise established the terms and conditions of the Notes and the sale thereof. The resolutions of the Committee are included as Exhibit 99.1 hereto.

         On November 15, 2002, the Registrant entered into a placement agency agreement with the various Placement Agents (the "Placement Agency Agreement") for the Notes. The terms of the offering and the Notes are described in the Registrant's Prospectus dated August 20, 2002 constituting a part of the Registration Statement (hereinafter described), as supplemented by a final Prospectus Supplement dated November 15, 2002. The Placement Agency Agreement is included as Exhibit 1.1 hereto.

        The Notes were issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 333-97197, as amended ("Registration No. 333-97197"), on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended. Registration No. 333-97197 registered up to $20,000,000,000 aggregate initial offering price of the Registrant's unsecured debt securities (either senior or subordinated), warrants, units and shares of its preferred stock, including depositary shares, and common stock.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

The following exhibits are filed herewith:
 

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
1.1	Placement Agency Agreement dated November 15, 2002 with respect to the offering of the 3.761% Senior Notes, due 2007
4.1	Form of 3.761% Senior Note, due 2007
5.1	Form of Opinion of Helms Mulliss & Wicker, PLLC, regarding legality of the 3.761% Senior Notes, due 2007
99.1	Resolutions dated November 15, 2002 of a Committee of the Board of Directors with respect to the terms of the offering of the 3.761% Senior Notes, due 2007

        Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ TERESA M. BRENNER
                                                                                TERESA M. BRENNER
                                                                                Associate General Counsel

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