Exhibit 99.3

4th QUARTER 2001 EARNINGS REVIEW
JANUARY 22, 2002
NEW YORK CITY

Thanks Kevin. Good morning everyone and welcome to our review of fourth quarter
earnings. I thank you for your presence and interest. My remarks will be brief
and cover three areas: a quick summary of results for the year, a more detailed
summary of the fourth quarter and, finally, our outlook for 2002.

We think that operating earnings for the year of $8.04 billion or $4.95 per
diluted share was quite an achievement (these numbers exclude the business exit
charges we announced in August). Clearly, the economy in the second half of last
year was in worse shape than any of us would have predicted a year ago. While
overall performance improved nicely from results in 2000, earnings were even
more impressive as the year progressed when compared to many of our peers.
Although slightly short of our own $5.00 plus goal, our results were up 5
percent from comparable earnings in 2000 and were in line with consensus from a
year ago. To say the least, we are very pleased overall with how our people
performed in a very tough environment.

Consumer and Commercial Banking showed strong results, growing revenue 7 percent
and earnings more than 6 percent, driven by great performance in card services
and mortgage banking supplemented by continued improvement in efficiency and
productivity. Global Corporate and Investment Banking leveraged the
diversification of their capabilities and grew revenues 13 percent while pruning
the loan portfolio. Despite market declines, the Asset Management Group still
grew revenues while assets under management grew $36 billion. These three
businesses overall still produced revenue growth of 8 percent and expense growth
of 4 percent, which was essentially in line with our long-term goals that we
outlined for you at our investor conference in November. This operating leverage
offset the 54 percent jump in credit provision and the dramatic reduction in
activity from Principal Investing.

But more important than last year's results to us now is what we have done to
position Bank of America to be both stronger and better able to produce
consistent quality earnings growth going forward. The tier one capital ratio
ended the year at 8.3 percent versus 7.5 percent at the end of last year as we
repurchased more than 82 million shares for $4.7 billion in 2001. Domestic
deposits increased $22 billion from the end of 2000 or more than 7 percent.
Liquidity and funding was enhanced as the loan-to-domestic-deposit ratio ended
the year at 99 percent, quite an improvement from 126 percent a year ago and the
strongest liquidity position we have had since the Texas acquisition a decade
ago. During the year we began the important process of implementing Six Sigma
throughout the organization to improve processes that will lead to top tier
customer service. The net increase in checking accounts for the year
substantially improved from results in previous years indicating that our
efforts to provide the customer with a better banking experience is taking hold.
Customer satisfaction scores, customer retention and associate retention all
showed improvement.

Loans are down $63 billion from a year ago as we exited businesses or
relationships that were unprofitable or didn't fit our strategic profile such as
sub-prime real estate, certain emerging market areas, auto leasing and
unprofitable commercial and corporate


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relationships. The allowance for loan losses at yearend increased to 2.1 percent
of the loan portfolio from 1.7 percent a year ago. As the economy weakened, we
were proactive with problem credits either through direct exits via market sales
or through charge-offs. As part of our decision to realign our workout efforts
for problem credits, a wholly-owned subsidiary, Strategic Solutions, Inc., was
established last year. SSI's goal is to provide a more effective means of
problem asset resolution. As a result, we believe our efforts in 2001 have
positioned Bank of America to be very prepared to address the challenges that
lie ahead and react quickly to unforeseen occurrences, either good or bad.

Turning to the fourth quarter, earnings were $2.1 billion or $1.28 per share on
a diluted basis, up 51 percent from $.85 per share a year ago and flat with the
results in the third quarter of 2001. We had several unusual items in the
quarter which I will recap for you at the end. By the way, unless noted, all my
comments on fourth quarter results will be in comparison to third quarter
operating results. Loans during the quarter reflected the same trends we have
been seeing all year with nice growth in credit card and consumer mortgages more
than offset by expected decreases in our corporate and commercial portfolios.
Managed consumer loans, excluding the portfolios we are exiting or running off
(consumer finance, auto leasing and manufactured housing), increased an
annualized 6 percent in the fourth quarter. Benefiting all our businesses was
deposit growth across our consumer and commercial segments and the decline in
short term rates relative to long term rates in the fourth quarter. These
factors resulted in an increase in net interest income for the corporation of 4
percent from the third quarter and an expansion of the margin to 3.95 percent.
For the year, the margin improved 48 basis points to 3.68 percent and net
interest income increased 11 percent.

Securities gains for the quarter totaled $393 million and were the result of our
decision in early November to begin positioning for higher rates. The objective
was to reduce the extension risk in the securities portfolio by moving out of
mortgage securities. Reductions in mortgage passthrough securities significantly
reduced the prepayment and extension risk in the portfolio as rates bottomed out
(and we have continued further reductions since yearend). Approximately 80
percent of the gains were taken in the first half of November at the low in
rates. This allowed us to reinvest, reducing the negative impact on future
interest flows.

Not connected with the securities gains, but affecting the balance sheet, were
two consumer finance securitizations completed late in the quarter totaling
approximately $18 billion. They were rated AAA and added to the securities
portfolio. Of the $22 billion in consumer finance real estate loans on the
balance sheet at the end of June, only $1 billion, approximately, remains for
disposition either later this quarter or early in the second quarter. All our
actions in exiting the consumer finance real estate business since August have
been in line with our original expectations.

Turning to fee revenue in the quarter, trends in several of our businesses were
quite satisfying. The Consumer and Commercial Bank saw noninterest income
increase 7 percent from third quarter levels driven by service charges, mortgage
banking and card services. Service charges increased 5 percent from the third
quarter due to seasonal activity. Mortgage banking income increased 53 percent
helped by an increase in first mortgage originations from $16 billion to $23
billion. Since exiting the less profitable correspondent business, retail
mortgage originations have grown to almost 75 percent of total mortgage
originations. Card income grew modestly during the quarter as managed consumer
card outstandings grew 3 percent and purchase volumes grew 8 percent, not quite
to our levels



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prior to 9/11, but still strong. Debit card revenue continued to grow due to
higher purchase volume (8 percent) and increased card activation (6 percent).
Our 15 percent growth in active on-line banking subscribers continues to help
customer retention.

Global Corporate and Investment Banking revenue included a 55 percent increase
in investment banking income to $473 million partially offset by decreases in
trading and other income. Investment banking income was at record
levels reflecting increases in all categories. Securities underwriting increased
47 percent to $232 million as debt underwriting (both high grade and high yield)
increased 24 percent and equity underwriting more than doubled in the quarter.
Loan syndication fees were up 47 percent, as well, to $122 million. Advisory
services more than doubled to $104 million. Deal flow in the investment bank was
unusually strong through December, a time that is normally slow. For the year,
investment banking income was up in a very difficult environment as our debt
capabilities overcame the weakness in the equity markets. Total trading related
revenue, which includes both fee and net interest income, was down 12 percent
from the third quarter to $703 million. The decline was a result of lower market
volatility and fewer client opportunities as the year wound down. Other income
in GCIB was down as several items went the opposite way this quarter including
lower leasing gains of $24 million and a writedown of securities related to a
CLO of approximately $21 million

Fee income in the Asset Management Group was up two percent as market sentiment
became more positive. Assets under management increased $32 billion, or 12
percent, to $314 billion driven by a 10 percent increase in equities-based funds
due to market appreciation and a 16 percent increase in money market and other
short term funds. While growth in money market mutual funds gets underplayed, we
find the business economically attractive and an important product that creates
value for the client and expands our relationship. Over the past three years, we
have tripled assets managed in our money market funds to $123 billion. We have
also increased our market share to almost six percent from under 4 percent two
years ago.

Looking at our fourth business segment Equity Investments, noninterest income
was a negative $55 million as impairment in the Principal Investing portfolio of
approximately $245 million was partly offset by cash gains and market
appreciation in the public portfolio. Total impairment in Principal Investing
for the year was approximately $335 million versus cash gains of $425 million.

Switching to noninterest expense, total expense levels for the corporation were
up from third quarter levels (excluding business exit costs), partly reflecting
our normal fourth quarter surge in all the businesses. In addition, incentive
compensation rose in conjunction with higher investment banking revenues.
Litigation expense increased by $334 million to cover some small settlements in
the quarter and also to add to the legal reserve to cover increased exposure to
existing litigation. A severance charge of $150 million, associated with ongoing
programs to improve efficiency throughout the corporation, was also recorded in
personnel expense in the quarter.

Turning to credit quality, we added approximately $210 million to the allowance
for credit losses in the fourth quarter, reflecting provision expense of $1.4
billion and charge-offs of $1.2 billion. Charge-offs increased $338 million over
third quarter levels (excluding business exit costs) due mainly to Enron
charge-offs of $210 million. It is a matter of corporate policy not to discuss
specific client relationships, but due to the publicity and interest surrounding
Enron, we are making an exception. As of 12/31/01 we had the following exposure
to Enron:



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$42 million of unsecured nonperforming loans written down $187 million or 82
percent, $184 million of secured nonperforming loans written down $23 million or
11 percent, $46 million in undrawn letters of credit and minor counterparty
exposure, and approximately $60 million in loans to companies in which Enron has
an investment but which we believe are not dependent on Enron's financial
situation. The CLO writeoff of $21 million that I referred to earlier was Enron
related. We think we have been aggressive in treatment of our credit exposure to
Enron. Our reserves should be more than adequate to handle any additional
charge-offs going forward. Excluding Enron, net charge-offs increased over third
quarter levels due mainly to higher commercial charge-offs. The managed bankcard
charge-off ratio increased from 4.81 percent to 4.90 percent while 30-day
delinquencies were 4.12 percent versus 3.96 percent earlier. NPAs rose $385
million or 9 percent in the quarter with more than half due to Enron. At
yearend, NPAs represented 1.5 percent of the loan portfolio. The allowance for
loan losses was at 2.1 percent of loans and 153 percent of nonperforming loans.

As I mentioned earlier, Strategic Solutions Inc. was funded as a subsidiary in
2001 to manage distressed assets. Approximately 350 associates from GCIB and
Commercial Banking were transferred to SSI in August. Their mission is to
provide a more effective means of problem asset resolution and to coordinate
exit strategies including bulk sales, collateralized debt obligations, and other
creative resolutions. Since the third quarter, through SSI, we completed a sale
of $313 million of nonperforming and near nonperforming loans as part of a
structured CDO transaction. In all, we have sold approximately $950 million of
problem loans designed to reduce our existing and future problem credit
exposure. The realignment of workout activities in SSI and the transfer of
ownership from existing Bank of America legal entities to SSI resulted in a tax
benefit of $418 million that is the primary driver behind the 17 percent
effective tax rate in the fourth quarter

Another issue in the news is Argentina. At yearend we had total exposure of
approximately $745 million. $478 million represented loans and letters of credit
predominately to subsidiaries of foreign multinationals. All but $20 million of
the $478 million is denominated in dollars. There is an additional $108 million
in reserves in the central bank. Most of the remaining exposure represents
government securities principal investments, and some derivatives. There are
NPAs of $37 million. We have identified reserves appropriate to our
understanding of the risk at this time. As most of you know, we have been
disclosing our Asian and Latin American exposure in SEC documents over the past
several quarters. Since yearend 2000, our exposure to Argentina has dropped by
30 percent

Before I talk about our outlook for 2002, let me summarize some of the larger
unusual items that impacted fourth quarter earnings. Those items that added to
the bottom line included lower tax expense of approximately $418 million due to
the SSI transaction and securities gains of $393 million. Those items that
subtracted from the bottom line included higher litigation expense of $334
million, severance expense of $150 million, an increase in the loan loss reserve
$207 million, Principal Investing impairment of $245 million and Enron credit
losses of $231 million. I think I am safe in saying that we won't experience a
plethora of items of this magnitude over the next few quarters

Let me spend the rest of my time today discussing our outlook for this year. I
can't help but recall Yogi's quote "It's deja vu all over again", given the
economic uncertainty we face today versus what we were looking at last year from
this same podium. We don't expect to see any significant economic growth until
sometime in the third quarter of 2002. As a result,


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we think the Fed has probably one more rate cut left in the first quarter and
then expect to see rising rates and some flattening of the curve later in the
year. Compared to yearend loan levels, we are looking for very modest loan
growth in 2002 as consumer lending and initial recovery in the commercial
markets outpace further reduction in unprofitable corporate relationships.
Consumer lending will continue to be focused on branch-based mortgages, home
equity loans, credit cards and small business credits. Versus yearend levels, we
are looking for total managed loan growth of around 1 to 2 percent. Other
earning assets will fluctuate around yearend levels as trading assets and
investment securities could easily move higher or lower depending on market
conditions and use of off-balance sheet instruments for asset/liability
management purposes. With modest loan growth and the carryover impact of exiting
consumer finance, we are looking for net interest income to be flat to up
slightly.

As I partially referenced earlier, the balance sheet is currently positioned to
be slightly asset sensitive to a rise in rates with some curve flattening. The
impact of a gradual rate change of 100 basis points plus or minus over 12 months
will impact net interest income less than one percent either way. Due to the
consumer finance securitizations that we discussed earlier, we will see a
reduction in net interest income in the first quarter. Much of the decrease is
the result of lower yields of the securities and actual loan paydowns versus the
income from consumer finance loans in the fourth quarter. This reduction
associated with these securitizations will be approximately $200 to $250 million
with a corresponding drop in margin. Other factors impacting net interest income
in the first quarter would include two less days in the quarter. On the fee
side, we are looking for continued positive trends in our consumer and
commercial business in the areas of service charges, card income and mortgage
banking income. Mortgage banking income should benefit as we expand our
origination capacity by rolling out new tools and product capabilities to our
branch associates in 2002. Asset management is expected to show mid-single digit
increases in fee revenue given the investments made in 2001 to grow the business
and higher market valuations. In Global Corporate and Investment Banking we are
looking for increases in global cash management and only a modest pickup in both
investment banking and trading. We haven't cut our investment banking and
trading platforms as dramatically as our peers and are positioned to rebound
quickly when the market picks up. Equity investment gains should see some pickup
in 2002 as the economy starts to rebound and should exceed 2001 results
especially since we don't expect to see the same level of impairment. To sum up,
fee revenue growth in total is expected to be in the mid to higher single digits
for 2002. Total revenue including net interest income and fee income is expected
to be up 3 to 5 percent in 2002, less growth than we experienced in 2001

On the expense front, we will continue to invest incremental resources in those
businesses that will produce long-term and profitable revenue growth. But having
said that, expense growth will remain minimal, after adjusting for lower
goodwill amortization, as we continue to look for greater efficiency and
productivity in the corporation. As most of you know, FASB142 starts in the
first quarter of this year and will result in lower amortization expense per
quarter to the tune of 9 cents per share. Both Ken and I, as the year
progresses, will scrutinize spending levels in the various businesses to ensure
that investments are paying their way. Should we not achieve the expected growth
because of execution, interest rate environment or market conditions, we will
take quick action to further constrain expenditures.


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Turning to credit quality, our outlook remains essentially the same as we
outlined for you in early December. Fourth quarter charge-offs would have been
north of $900 million in the fourth quarter if you adjust for Enron. In 2002, we
expect quarterly charge-offs to average at least at that level and probably
higher. Higher consumer charge-offs, mainly credit card, will drive increases
for the year while commercial and corporate charge-offs will remain at high
levels. Provision expense should track net charge-offs for the most part.
Nonperforming assets are expected to rise at least through the first half of
2002 although levels will fluctuate depending on the level of asset sales and
charge-offs.

Turning to capital trends, while we expect to keep our Tier 1 ratio at high
levels, we should still have plenty of room to pay an attractive dividend and
still buy back shares. Actual cash flow easily exceeded the $8 billion used for
share repurchases and dividends in 2001 and we expect the same dynamics to work
in 2002, considering balance sheet growth will be minimal

So, when you take all these comments into consideration, you should arrive at an
earnings number that should be close to the current consensus of $5.63 which, on
an apples-to-apples basis (after adjusting for FAS142), is a 6 percent increase
in diluted earnings per share. With that, let me now open the floor up for
questions - I appreciate your attention.


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