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ITEM 5. OTHER EVENTS.

        By action dated March 26, 2003, a Committee previously appointed by the Board of Directors of the Registrant, approved an increase of $500,000,000 in the outstanding principal amount of the Registrant's 5 1/8% Senior Notes, due 2014 (the "Notes") and the public offering of the Notes to various underwriters (the "Underwriters") 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 March 26, 2003, the Registrant entered into an underwriting agreement with the various Underwriters (the "Underwriting Agreement") for $500,000,000 of 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 Global Prospectus Supplement dated March 26, 2003. The Underwriting 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	Underwriting Agreement dated March 26, 2003 with respect to the offering of the 5 1/8% Senior Notes, due 2014
4.1	Form of 5 1/8% Senior Note, due 2014
5.1	Form of Opinion of Helms Mulliss & Wicker, PLLC, regarding legality of the 5 1/8% Senior Notes, due 2014
99.1	Resolutions dated March 26, 2003 of a Committee of the Board of Directors with respect to the terms of the offering of the 5 1/8% Senior Notes, due 2014

 

        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
 

Dated: March 31, 2003
 
 

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