As filed with the Securities and Exchange Commission on October 27, 2006

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8‑K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
October 23, 2006

BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)

100 North Tryon Street
Charlotte, North Carolina 28255
(Address of principal executive offices)

(800) 299-2265
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01.  OTHER ITEMS.

By action dated October 23, 2006, a Committee previously appointed by the Board of Directors of the Registrant approved the public offering of (a) an aggregate principal amount of $1,250,000,000 of the Registrant's 5⅝% Senior Notes, due October 2016 (the "Fixed Rate Notes"), and (b) an aggregate principal amount of $600,000,000 of the Registrant's Floating Rate Senior Notes, due October 2016 (the "Floating Rate Notes" and together with the Fixed Rate Notes,  the "Notes"), to Banc of America Securities LLC, Bear, Stearns & Co., Inc., HSBC Securities (USA), Inc., Blaylock & Company, Inc. and The Williams Capital Group, L.P. (the "Underwriters") and otherwise established the terms and conditions of the Notes and the sale thereof. 

            On October 23, 2006, the Registrant entered into an underwriting agreement with the Underwriters (the "Underwriting Agreement") for the Notes. The terms of each of the offerings and each series of Notes are described in the Registrant's Prospectus dated May 5, 2006 constituting a part of the Registration Statement (hereinafter described), as supplemented by a  Global Prospectus Supplement dated October 23, 2006.  The Underwriting Agreement is attached as Exhibit 1.1 hereto. 

            The Notes were issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 333-133852 ("Registration No. 333-133852"), on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.  Registration No. 333-133852 registers the Registrant's unsecured debt securities (either senior or subordinated), warrants, units and shares of its preferred stock, including depositary shares, and common stock.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
1.1	Underwriting Agreement dated October 23, 2006 with respect to the offering of the 5⅝% Senior Notes, due October 2016 and the Floating Rate Senior Notes, due October 2016
4.1	Form of 5⅝% Senior Note, due October 2016
4.2	Form of Floating Rate Senior Note, due October 2016
5.1	Opinion of Helms Mulliss & Wicker, PLLC, regarding legality of the 5⅝% Senior Notes, due October 2016 and the Floating Rate Senior Notes, due October 2016.

SIGNATURES

             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:  October 27, 2006

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INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
1.1	Underwriting Agreement dated October 23, 2006 with respect to the offering of the 5⅝% Senior Notes, due October 2016 and Floating Rate Senior Notes, due October 2016
4.1	Form of 5⅝% Senior Note, due October 2016
4.2	Form of Floating Rate Senior Notes, due October 2016
5.1	Opinion of Helms Mulliss & Wicker, PLLC, regarding legality of the 5⅝% Senior Notes, due October 2016 and the Floating Rate Senior Notes, October 2016