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$8,301,000

REVERSE CONVERTIBLE BASKET LINKED NOTES, DUE NOVEMBER 2004

Bank of America Corporation Reverse Convertible Basket Linked Notes, due November 2004, are our unsecured senior notes.

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and involve investment risks. The value of these notes at maturity is uncertain. You may lose some or all of your investment in the notes. Potential purchasers of the notes should consider the information in “Risk Factors” beginning on page PS-9.

None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We will deliver the notes in book-entry form only through The Depository Trust Company on or about November 17, 2003 against payment in immediately available funds.

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SUMMARY

This pricing supplement relates only to our notes and does not relate to the securities of any of the other companies comprising the basket described in this pricing supplement.

This summary includes questions and answers that highlight selected information from the accompanying prospectus, prospectus supplement, and this pricing supplement to help you understand these notes. You should read carefully the entire prospectus, prospectus supplement, and pricing supplement to understand fully the terms of the notes, as well as the tax and other considerations important to you in making a decision about whether to invest in the notes. In particular, you should review carefully the section in this pricing supplement entitled “Risk Factors,” which highlights a number of risks, to determine whether an investment in the notes is appropriate for you. If information in this pricing supplement is inconsistent with the prospectus or prospectus supplement, this pricing supplement will supersede those documents.

Certain capitalized terms used herein have the meanings ascribed to them in the prospectus supplement and prospectus.

In light of the complexity of the transaction described in this pricing supplement, you are urged to consult with your own attorneys and business and tax advisors before making a decision to purchase any of the notes.

The information in this “Summary” section is qualified in its entirety by the more detailed explanation set forth elsewhere in this pricing supplement and the accompanying prospectus supplement and prospectus. You should rely only on the information contained in this pricing supplement and the accompanying prospectus supplement and prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor any of the agents is making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this pricing supplement or the accompanying prospectus supplement and prospectus is accurate as of the date on their respective front covers only.

What are the notes?

The notes are senior debt securities of Bank of America Corporation and are not secured by collateral. The notes rank equally with all of our other unsecured senior indebtedness from time to time outstanding. The notes will mature on November 16, 2004. We cannot redeem the notes at any earlier date. We will not make any payments on the notes until maturity.

Are the notes equity or debt securities?

The notes are our senior debt securities. However, these notes differ from traditional debt securities in that you will not receive periodic interest payments and you may not receive your principal in cash at maturity. Instead, at maturity, you may receive the common stock of ten selected companies and an interest payment.

Will I receive interest on the notes?

Yes. The notes bear interest at the rate of 5.60% per annum from, and including, the day we issue the notes, to, but excluding, the maturity date. The interest amount payable with

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respect to each $1,000 face amount of notes will be $55.84. We will pay all interest in cash at maturity.

Why is the interest rate on the notes higher than the interest rate payable on your conventional debt securities with the same maturity?

The notes offer a higher interest rate than the yield that would be payable on a conventional debt security with the same maturity issued by us or an issuer with a comparable credit rating. This is because you, the investor in the notes, indirectly sell a put option to us on the “Basket Stocks” (as defined below). The premium due to you for this put option is combined with a market interest rate on our senior debt to produce the higher interest rate on the notes.

What are the consequences of the indirect put option that you have sold?

The put option you indirectly sell to us creates the feature of convertibility. You may not receive your principal at maturity. If the performance of the common stock of ten selected companies, which we identify as “Basket Companies” and described below, does not meet or exceed certain predetermined levels, then you will receive shares of common stock of each of the Basket Companies at maturity. In this event, the aggregate value of the common stock of the Basket Companies that you receive at maturity would be less than their aggregate value on November 13, 2003, the day we agreed to sell the notes to the public, or the “Pricing Date.” Because of these features, we call the notes “reverse convertible securities.”

What are the Basket Companies?

The Basket Companies are the ten selected companies whose common stocks make up the basket that is used to determine your return at maturity. The ten companies are: Amgen Inc., Cisco Systems, Inc., Citigroup Inc., Exxon Mobil Corporation, General Electric Company, Intel Corporation, Microsoft Corporation, Pfizer Inc., QUALCOMM Incorporated, and Wal-Mart Stores, Inc. We refer to the number of shares of common stock of the Basket Companies comprising the basket as “Basket Stock.”

In addition to the interest payment, what will you receive at maturity?

For each $1,000 face amount of notes, at maturity you will receive either $1,000 in cash, which we refer to as the “Cash Amount,” or shares of the Basket Stocks, which we refer to as the “Physical Amount.” We describe the Cash Amount and the Physical Amount and how the Physical Amount is determined below.

On the Pricing Date, we created a hypothetical basket of the Basket Stocks with a value of $1,000, based on the Closing Price (as defined below) of each Basket Stock on the Pricing Date. Each Basket Stock will represent 10%, or $100, of the total value of the basket on the Pricing Date. The number of shares of each Basket Stock was set by dividing $100 by the Closing Price of that Basket Stock on the Pricing Date. We call this fixed number of shares the “Underlying Securities.” As a result, the number of Underlying Securities with respect to each Basket Stock that we may have to deliver as the Physical Amount at maturity is fixed as of the Pricing Date and is subject to change only in the event of certain extraordinary corporate events affecting the relevant Basket Company, as described in this pricing supplement.

On the Pricing Date, we also set the “Initial Basket Level” at $1,000 and the “Downside Basket Level” at $800. When we use the term the “Basket Level,” we simply are referring to the hypothetical value of the basket that is determined at the close of any Trading Day (as defined below) by multiplying each of the Underlying Securities by the Closing Price for those shares.

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On the Trading Day which is four Business Days (as defined below) prior to the maturity date, or the “Valuation Date,” the calculation agent will determine the “Basket Level” for each of the Trading Days between the Pricing Date and the Valuation Date, inclusive. We call this period the “Reference Period.” We refer to the “Basket Level” on the Valuation Date as the “Closing Basket Level.”

If during the Reference Period, (1) the “Basket Level” is ever at or below the Downside Basket Level and (2) the Closing Basket Level is below the Initial Basket Level, then at maturity we will pay you the Physical Amount. We will deliver the Underlying Securities and will pay you cash in lieu of any fractional share of any of the Underlying Securities otherwise payable.

In all other cases, we will pay the Cash Amount at maturity.

The only variables that will determine whether you receive the Cash Amount, which would be $1,000 for each $1,000 face amount of the notes, or the Physical Amount at maturity will be:

(1) whether the Basket Level is ever at or below the Downside Basket Level during the Reference Period, and

(2) whether the Closing Basket Level is less than the Initial Basket Level.

As shown in the following five hypothetical examples, you will receive the Physical Amount only when the Downside Basket Level ($800) is reached or broken during the Reference Period and the Closing Basket Level is less than the Initial Basket Level ($1,000):

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Because these examples are based on hypothetical terms and assumptions that may not apply to a purchaser of the notes, the returns set forth above may not represent the actual return of the notes.

Who will determine whether the Cash Amount or the Physical Amount is delivered at maturity?

A calculation agent will make all calculations associated with determining whether the Cash Amount or the Physical Amount should be delivered to you at maturity. We have appointed our affiliate, Banc of America Securities LLC, or “BAS,” to act as calculation agent. See the section entitled “Description of the Notes—Role of the Calculation Agent.”

Will you have an ownership interest in the Basket Stocks during the term of the notes?

No, an investment in the notes does not entitle you to any ownership interest in the stocks of the Basket Companies, unless and until the Physical Amount is delivered to you.

How have the Basket Stocks performed historically?

There have been significant fluctuations in the closing price of each of the Basket Stocks. The tables in the section entitled “Historical Data on the Basket Stocks” show the high, low, and closing sale prices for each of the Basket Stocks for each quarter since the first quarter of 2001. We have provided this historical information to help you evaluate the behavior of the Basket Stocks in recent years. However, it is not possible to predict how the Basket Stocks will perform in the future.

Who are the selling agents for the notes?

Our affiliates, Bank of America, N.A., or “BANA,” Banc of America Investment Services, Inc., or “BAI,” and BAS are acting as our selling agents in connection with this offering and will receive a commission based on the total principal amount of notes sold. In this capacity, none of BANA, BAI, or BAS is your fiduciary or advisor, and you should not rely upon any communication from BANA, BAI, or BAS in connection with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisers.

How are the notes being offered?

The selling agents are offering the notes to selected investors on a best efforts basis. We have registered the notes with the Securities and Exchange Commission in the United States. However, we are not registering the notes for public distribution in any other jurisdiction. The selling agents may solicit offers to purchase the notes from non-United States investors in reliance on available private placement exemptions. See the section entitled “Notices for Certain Non-United States Investors.”

How are the notes treated for United States federal income tax purposes?

In the absence of an administrative or judicial ruling to the contrary, we will treat the notes for United States federal income tax purposes as an investment unit consisting of two components:

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Under this characterization, the interest payable on the notes will be treated:

In general, for United States federal income tax purposes, the amount treated as interest on the debt component would be includable in income as ordinary income in the year it is received or accrued depending on your method of accounting for tax purposes. In contrast, the amount treated as a payment for the put option generally would not be taxed until you sell the notes or the notes mature. At that time, the option payment will either be taxed as a short term capital gain or, if we deliver the Underlying Securities, will reduce your tax basis in the Underlying Securities you receive.

Significant aspects of the tax treatment of the notes are uncertain. We do not plan to request a ruling from the United States Internal Revenue Service, or the “IRS,” regarding the United States income tax treatment of the notes, and the IRS or a court may not agree with the tax treatment described in this pricing supplement. Alternative characterizations of the notes, which produce different tax results, are possible. Accordingly, you should consult your own tax advisor as to the United States federal income tax consequences of an investment in the notes.

If you are a Non-United States Holder (as defined below in the section entitled “United States Federal Income Tax Considerations”), payments on the notes generally will not be subject to United States federal income or withholding tax, as long as you provide us with the requisite forms.

For more details see “United States Federal Income Tax Considerations.”

Are the notes transferable?

Yes. You may transfer the notes only in units of $100,000 and increments of $1,000 in excess of $100,000. You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the notes in the form of a global certificate, which will be held by The Depository Trust Company (“DTC”) or its nominee. Direct and indirect participants in the DTC will record beneficial ownership of the notes by individual investors. You should refer to the section “Description of the Notes—Book-Entry System” in the prospectus supplement and the section “Registration and Settlement” in the prospectus.

Will the notes be listed on an exchange?

No. The notes will not be listed on any securities exchange, and a market for the notes may never develop.

Can a Trading Day (as defined below) or the maturity date be postponed if a Market Disruption Event occurs?

Yes. If the calculation agent determines that, on any Trading Day, a Market Disruption Event (as defined below) has occurred or is continuing, that Trading Day will be postponed until the first Business Day on which no Market Disruption Event occurs or is continuing, but the delay will never be more than five Business Days. If a delay occurs, then the calculation agent instead will use the Basket Level (as defined below) on that new Trading Day. If any scheduled Trading Day is postponed to the last possible day, but a Market Disruption Event

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occurs or is continuing on that day, that day nevertheless will be the Trading Day. If the Basket Level is not available on that last possible day, either because of a Market Disruption Event or for any other reason, the calculation agent will make a good faith estimate of the Basket Level based on its assessment, in its sole discretion, of the Basket Level at that time. If the last scheduled Trading Day is postponed due to a Market Disruption Event, the maturity date for the notes also will be postponed by the same number of Business Days. See the section entitled “Description of the Notes—Market Disruption Event.”

Does ERISA impose any limitations on purchases of the notes?

Yes. An employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974 (commonly referred as “ERISA”) or a plan that is subject to Section 4975 of the Internal Revenue Code, or the “Code,” including individual retirement accounts, individual retirement annuities or Keogh plans, or any entity the assets of which are deemed to be “plan assets” under the ERISA regulations, should not purchase, hold, and dispose of the notes unless that plan or entity has determined that its purchase, holding, and disposition of the notes will not constitute a prohibited transaction under ERISA or Section 4975 of the Code.

Any plan or entity purchasing the notes will be deemed to be representing that it has made such determination.

Are there any risks associated with your investment?

Yes, you may lose your principal investment and the notes are subject to a number of additional risks. Please refer to the section “Risk Factors” in this pricing supplement.

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RISK FACTORS

Your investment in the notes entails significant risks. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about the significant elements of the notes or financial matters in general.

You will not participate in any appreciation of the value of the basket. Unlike owning the common stock of the Basket Companies directly, the notes do not offer you the opportunity to participate in any appreciation of the Basket Stocks.

You may lose some or all of your principal. The value of the Physical Amount you may receive at maturity would be less than the face value of the notes. You are subject to the risk that a decline in the prices of the Basket Stocks will trigger our payment of the Physical Amount. Unlike most conventional convertible debt securities, this risk may cause you to receive the Underlying Securities at a time when the value of those securities is substantially less than the principal amount of your notes.

If you attempt to sell the notes prior to maturity, the market value of the notes, if any, may be less than the principal amount of the notes. Unlike savings accounts, certificates of deposit, and other similar investment products, you have no right to redeem the notes prior to maturity. If you wish to liquidate your investment in the notes prior to maturity, your only option would be to sell the notes. At that time, there may be a very illiquid market for the notes or no market at all. Even if you were able to sell your notes, there are many factors outside of our control that may affect the market value of the notes, some of which, but not all of which, are stated below. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe the expected impact on the market value of the notes given a change in a specific factor, assuming all other conditions remain constant.

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trading value of the notes will increase. The level of prevailing interest rates also may affect the U.S. economy, and, in turn, the value of the Basket Stocks.

It is important to understand that the impact of one of the factors specified above may offset some or all of any change in the value of the notes attributable to another factor. For example, the change in the value of the notes due to an increase in the prices of the Basket Stocks may be offset by an increase in interest rates.

Changes in our credit ratings are expected to affect the value of the notes. Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings may affect the trading value of the notes. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the Basket Level of the Basket Stocks, an improvement in our credit ratings will not reduce the other investment risks related to the notes.

The historical performance of the Basket Stocks is not an indication of the future performance of the Basket Stocks. The historical prices of the Basket Stocks are not an indication of the future performance of the Basket Stocks during the term of the notes. Changes in the prices of the Basket Stocks will affect the trading price of the notes, but it is impossible to predict whether the prices of the Basket Stocks will rise or fall.

Prior to receiving the Physical Amount at maturity, if at all, you will have no rights against the issuers of the Basket Stocks, including the right to receive dividends or other distributions if any, even though:

You will have voting rights and rights to receive dividends or other distributions, if any, as a holder of the Underlying Securities only if and when you receive the Physical Amount at maturity.

You have no assurance that you currently have or will continue to receive current information on the Basket Companies. There can be no assurance that each of the Basket Companies will continue to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will distribute any reports, proxy statements, and other information required to be disclosed to its shareholders. In the event that any of the Basket Companies cease to be subject to such reporting requirements and the notes continue to be

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outstanding, pricing information for the notes may be more difficult to obtain and the value and liquidity of the notes may be adversely affected.

We and our affiliates are not affiliated with any of the Basket Companies and are not responsible for any disclosure by any Basket Company. None of the Basket Companies is involved in the offering of the notes or has any obligation of any sort with respect to the notes. Thus, none of the Basket Companies has any obligation to take your needs into consideration for any reason, including taking any corporate actions that might affect the value of the notes. No Basket Company will receive any of the proceeds of the offering of the notes and none has participated in the determination of the timing of, prices for, or quantities of the notes to be issued or in the determinations to be made by the calculation agent. None of the Basket Companies is involved with the administration, marketing, or trading of the notes, and none has any obligations with respect to the Underlying Securities that may be delivered to you at maturity.

Neither we nor any of our affiliates assume any responsibility for the adequacy or accuracy of the information about the Basket Companies contained in this pricing supplement or in any of their publicly available filings. The material provided in this pricing supplement concerning the Basket Companies has been derived from publicly available information concerning the Basket Companies. The Basket Companies have not provided or approved of such information. We have not made any attempt to review or confirm any such information. Before you invest in the notes, you should make your own investigation into the Basket Companies.

The value of the Underlying Securities you may receive at maturity may be reduced if the Underlying Securities are diluted and the number of shares of the Underlying Securities is not correspondingly adjusted. The basket composition, and, in certain circumstances, the process of determination of the Basket Level, are subject to adjustment for a number of events arising out of stock splits and combinations, stock dividends, and a number of other transactions involving the Basket Companies, as well as for the liquidation, dissolution, or winding up of an issuer. You should refer to the section “Description of the Notes—The Basket and Adjustments to the Basket” in this pricing supplement. The basket composition and the process of determination of the Basket Level will not be adjusted for other events that may adversely affect the price of a Basket Stock, such as offerings of common stock for cash or in connection with acquisitions. There can be no assurance that the Basket Companies will not make offerings of common stock or take such other action in the future, or any estimate as to the amount of these offerings, if any.

We cannot assure you that a trading market for your notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot predict how the notes will trade in the secondary market or whether such market will be liquid or illiquid. The number of potential buyers of the notes in any secondary market may be limited. If you sell your notes prior to maturity, you may find that the market value of the notes is less than the principal amount of the notes. Although under ordinary market conditions, BAS intends to indicate prices on the notes on request, there can be no assurance at which price such a bid would be made. BAS may discontinue buying and selling the notes on the secondary market at any time.

Hedging activities may affect your return at maturity and the market value of the notes. We or one or more of our affiliates, including BANA, BAI, and BAS, may engage in hedging activities that may affect the Basket Level and, accordingly, increase or decrease the market value of the notes prior to maturity and the Basket Level used to determine your return at maturity. In addition, we or one or more of our affiliates, including BANA, BAI, or BAS, may hold or resell the notes. Although we have no reason to believe that any of those activities will

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have a material impact on the Basket Level, we cannot assure you that these activities will not affect such level and the market value of the notes prior to maturity or the Basket Level used to determine your return payable at maturity.

Our business activities may create conflicts of interest with you. We or one or more of our affiliates, including BANA, BAI, or BAS, may engage in trading activities related to the Basket Companies that are not for your account or on your behalf. We and our affiliates from time to time may buy or sell the Underlying Stocks or futures or options contracts based on the Underlying Stocks for our own accounts, for business reasons or in connection with hedging our obligations under the notes. These trading activities may present a conflict of interest between your interest in your notes and the interests that we and our affiliates may have in our proprietary accounts, in facilitating transactions, including block trades, for our other customers, and in accounts under our management. In addition, we expect to enter into an arrangement with BANA to hedge the market risks associated with our obligation to pay the amounts due under the notes. BANA expects to make a profit in connection with this arrangement. We do not intend to seek competitive bids for this arrangement from unaffiliated parties. These trading activities, if they influence the Basket Level, could be adverse to your interests as a beneficial owner of the notes.

We and our affiliates, including BANA, BAI, and BAS, at present or in the future, may engage in business with the Basket Companies, including making loans to, equity investments in, or providing investment banking, asset management, or other services to those companies, their affiliates, and their competitors. In connection with these activities, we may receive information about those companies that we will not divulge to you or other third parties. One or more of our affiliates have published, and in the future may publish, research reports on one or more of the Basket Companies. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.

There may be potential conflicts of interest between you and the calculation agent. We have the right to appoint and remove the calculation agent. Our subsidiary, BAS, is the calculation agent for the notes and, as such, determines each Basket Level on each Trading Day. Under certain circumstances, these duties could result in a conflict of interest between BAS’s status as our subsidiary and its responsibilities as calculation agent. These conflicts could occur, for instance, in connection with the calculation agent’s determination as to whether a “Market Disruption Event” has occurred, or in connection with adjustments to the basket that it would be required to make in the event of certain corporate actions of a Basket Company. See the sections entitled “Description of the Notes—Market Disruption Events” and “—The Basket and Adjustments to the Basket.”

The United States federal income tax consequences of the notes are uncertain. No statutory, judicial, or administrative authority directly addresses the characterization of the notes or securities similar to the notes for United States federal income tax purposes. As a result, significant aspects of the United States federal income tax consequences of an investment in the notes are not certain. No ruling is being requested form the IRS with respect to the notes and no assurance can be given that the IRS will agree with the statements made in the section entitled “United States Federal Income Tax Considerations.”

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RECENT DEVELOPMENTS

On October 14, 2003, we reported earnings for the quarter ended September 30, 2003. The press release containing that information was filed with the SEC on our Current Report on Form 8-K (the “Form 8-K”) dated October 14, 2003. The same day, we filed a second Form 8-K describing pending litigation and regulatory matters arising from trading in mutual funds in the Nations Funds family. On October 27, 2003, we announced that we have entered into an Agreement and Plan of Merger dated as of October 27, 2003 with FleetBoston Financial Corporation, providing for the merger of FleetBoston with and into us (the “FleetBoston Merger”). The press release containing that information was filed with the SEC on a Form 8-K dated October 27, 2003. On October 28, 2003 we filed a second Form 8-K with copies of the merger agreement and additional information concerning the FleetBoston Merger. Finally, on November 5, 2003, we filed a third Form 8-K with the SEC containing selected preliminary unaudited pro forma condensed consolidated financial information about the FleetBoston Merger. Each of these Form 8-K’s contains additional information and is incorporated by reference into this pricing supplement. Copies of the Form 8-K’s are available over the Internet at the SEC’s home page at http://www.sec.gov.

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DESCRIPTION OF THE NOTES

General

The notes are part of a series of medium-term notes entitled “Medium-Term Notes, Series J” issued under the Senior Indenture, which we describe more fully in the accompanying prospectus and prospectus supplement. The following description of the notes supplements the description of the general terms and provisions of the notes and debt securities set forth under the headings “Description of Notes” in the prospectus supplement and “Description of Debt Securities” in the prospectus.

The aggregate principal amount of the notes is $8,301,000. The notes are issued in minimum denominations of $100,000 and increments of $1,000 in excess of $100,000. However, non-United States investors purchasing notes through BANA in the original distribution are required to purchase at least $250,000 of the notes. The notes will mature on November 16, 2004, but under limited circumstances, which we describe below, the stated maturity date may be postponed. See the section entitled “Description of the Notes—Market Disruption.”

Prior to maturity, the notes are not redeemable by us or repayable at the option of any holder. The notes are not subject to any sinking fund. Upon the occurrence of an Event of Default (as defined in the Senior Indenture) with respect to the notes, holders may accelerate the maturity of the notes, as described under “Description of Debt Securities—Events of Default” in the prospectus.

The notes will be issued in book-entry form only. The CUSIP number for the notes is 06050 5BE3.

Interest

The notes bear interest at 5.60% per annum from, and including, the issue date, to, but excluding, the maturity date. The interest amount payable with respect to each $1,000 face amount of notes will be $55.84. All interest will be paid in cash at maturity.

Principal Payment at Maturity

For each $1,000 face amount of notes, at maturity you will receive either the Cash Amount or the Physical Amount.

On the Pricing Date, we created a hypothetical basket of the Basket Stocks with a value of $1,000, based on the Closing Price of each Basket Stock on the Pricing Date. Each Basket Stock represents 10%, or $100, of the total value of the basket on the Pricing Date. The number of shares of each Basket Stock was set by dividing $100 by the Closing Price of that Basket Stock on the Pricing Date. Thus, the number of Underlying Securities with respect to each Basket Stock that we may have to deliver as the Physical Amount at maturity was fixed as of the Pricing Date and is subject to change only in the event of certain extraordinary corporate events affecting the relevant Basket Company, as described below.

On the Pricing Date, we also set the Initial Basket Level of the basket at $1,000 and the Downside Basket Level at $800.

On the Valuation Date, the calculation agent will determine the Basket Level for each of the Trading Days during the Reference Period, including the Closing Basket Level.

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If the Basket Level during the Reference Period was ever at or below the Downside Basket Level and the Closing Basket Level is below the Initial Basket Level, then at maturity we will pay you the Physical Amount by delivering the number of Underlying Securities in the Closing Basket Level. We will pay you cash in lieu of any fractional share of any of the Underlying Securities otherwise payable, which amount will be the fraction of such share multiplied by the Closing Price of the relevant Basket Stock on the Valuation Date. In all other cases, we will pay the Cash Amount at maturity.

A “Trading Day” means a day, as determined by the calculation agent, on which trading generally is conducted (and on which no Market Disruption Event has occurred) on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Mercantile Exchange, and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States.

The “Closing Price” of any security for which a trading price must be determined on any day will be (1) if the security is listed on a national securities exchange on that date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date on the principal United States exchange on which the security is listed or admitted to trading, (2) if the security is not listed on a national securities exchange on that date of determination, or if the closing sale price or last reported sale price is not obtainable (even if the security is listed or admitted to trading on such exchange), and the security is quoted on the Nasdaq National Market, the closing bid price or, if no closing bid price is reported, the last reported bid price on that date as reported on the Nasdaq, and (3) if the security is not quoted on the Nasdaq on that date of determination or, if the closing bid price or last reported bid price is not obtainable (even if the security is quoted on the Nasdaq), the last quoted bid price for the security in the over-the-counter market on that date as reported by the OTC Bulletin Board, the National Quotation Bureau, or a similar organization. The determination of the Closing Price on any date of determination that is not a Trading Day may be deferred by the calculation agent to the immediately following Trading Day. If no sale price is available pursuant to clauses (1), (2), or (3) above or if there is a Market Disruption Event, the Closing Price on any date of determination, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the security obtained from as many dealers in such security (which may include any of our subsidiaries or affiliates), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. A security “quoted on the Nasdaq National Market” will include a security included for listing or quotation in any successor to such system and the term “OTC Bulletin Board” will include any successor to such service.

Market Disruption Event

A “Market Disruption Event” means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume, or related information in respect of, (1) the shares of any of the Basket Stocks on any exchange or market, or (2) any options contracts or futures contracts relating to the shares of any of the Basket Stocks, or any options on such futures contracts, on any exchange or market if, in each case, the calculation agent determines that any such suspension, limitation, or unavailability is material.

If a Market Disruption Event occurs or is continuing on the day that would otherwise be the Valuation Date, then the calculation agent will instead use the Basket Level on the first Business Day after that day on which no Market Disruption Event occurs or is continuing. In

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no event, however, will the Valuation Date be postponed by more than five Business Days. If the Valuation Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, that day will nevertheless be the Valuation Date, and the calculation agent will make a good faith estimate of the Basket Level based upon its assessment at that time of the Closing Prices of the Basket Stocks pursuant to the definition of Closing Prices. As a result, if a Market Disruption Event occurs or is continuing on the scheduled Valuation Date, the stated maturity date for the notes will also be postponed, although not by more than five Business Days. No additional interest will accrue or be payable with respect to any period of time after the scheduled maturity date.

The Basket and Adjustments to the Basket

The “basket” is comprised of the common stocks of the following ten issuers, the Basket Stocks, as weighted below based on the Closing Price of each Basket Stock on November 13, 2003, the Pricing Date, as determined by the calculation agent, to achieve a Basket Level of $1,000 on that date:

If one of the events described below occurs and the calculation agent determines that the event has a dilutive or concentrative effect on the theoretical value of a particular Basket Stock, the calculation agent will calculate a corresponding adjustment to the number of Underlying Securities of that Basket Stock as the calculation agent, in its sole discretion, determines appropriate to account for that dilutive or concentrative effect. For example, if an adjustment is required because of a two-for-one stock split of a Basket Stock, then the number of shares of that Basket Stock will be adjusted to double the amount of those Underlying Securities in the basket. The calculation agent also will determine the effective date of an adjustment and the substitution in the basket of those shares, if applicable, in the event of consolidation or merger of the relevant Basket Company. Upon making any adjustment, the calculation agent will give notice as soon as practicable to us and the senior trustee, stating the adjustment to the number of those Underlying Securities in the basket.

If more than one event occurs that requires adjustment to a particular Underlying Security, the calculation agent will adjust the number of those shares in the basket in the order in which each event occurs, and on a cumulative basis. Thus, after adjusting the number of those shares in the basket for the first event, the calculation agent then will adjust the number of those shares in the basket for the second event. The second adjustment will be made to those shares in the basket after the adjustment is made the first event, and so on for each event.

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For any dilution event described below, other than a consolidation or merger, the calculation agent will not have to adjust the number of relevant Underlying Securities unless the adjustment would result in a change of at least 0.1% to the number of shares that would apply without the adjustment. The number of relevant Underlying Securities resulting from any adjustment will be rounded up or down to the nearest 0.00001, with 0.000001 being rounded upward.

If an event requiring an antidilution adjustment occurs, the calculation agent will make the adjustments with a view to offsetting, to the extent practical, any change in your economic position relative to the notes, that results solely from that event. The calculation agent, in its sole discretion, may modify the antidilution adjustments as necessary.

The calculation agent will make all determinations, in its sole discretion, with respect to antidilution adjustments, including any determination as to whether an event requiring adjustment has occurred or the nature of the adjustment required and how it will be made. In the absence of manifest error, those determinations will be conclusive for all purposes and will be binding on you and us, without any liability on the part of the calculation agent. The calculation agent will provide information about any adjustments it makes upon your written request.

The following events are examples of events that may require an antidilution adjustment:

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Stock Splits

A stock split is an increase in the number of a corporation’s outstanding shares of stock without any resulting change in its shareholders’ equity. Each outstanding share will be worth less as a result of a stock split.

If a Basket Company is subject to a stock split, then the calculation agent will adjust the number of Underlying Securities in the basket to equal the sum of the prior number of shares—i.e., the number of shares before that adjustment—plus the product of (1) the number of new shares issued in the stock split with respect to one share of the relevant Basket Stock, and (2) the prior number of shares.

Reverse Stock Splits

A reverse stock split is a decrease in the number of a corporation’s outstanding shares of stock without any resulting change in its shareholders’ equity. Each outstanding share will be worth more as a result of a reverse stock split.

If a Basket Company is subject to a reverse stock split, then the calculation agent will adjust the number of Underlying Securities of that Basket Stock in the basket to equal the product of the prior number of shares and the quotient of (1) the number of outstanding shares of the relevant Basket Company outstanding immediately after the reverse stock split becomes effective, divided by (2) the number of shares of the relevant Basket Company outstanding immediately before the reverse stock split becomes effective.

Stock Dividends

In a stock dividend, a corporation issues additional shares of its stock to all holders of its outstanding stock in proportion to the shares they own. Each outstanding share will be worth less as a result of a stock dividend.

If a Basket Company is subject to a stock dividend payable in shares of its stock, then the calculation agent will adjust the number of Underlying Securities of that Basket Stock in the basket to equal the sum of the prior number of shares plus the product of (1) the number of shares issued in the stock dividend with respect to one share of the relevant Basket Company, and (2) the prior number of shares.

Other Dividends and Distributions

The number of Underlying Securities will not be adjusted to reflect dividends or other distributions paid with respect to a Basket Company, other than:

A dividend or other distribution with respect to a Basket Company will be deemed to be an extraordinary dividend if its per share value exceeds that of the immediately preceding non-

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extraordinary dividend, if any, for that Basket Company by an amount equal to at least 10% of the Closing Price of that Basket Company on the Business Day before the ex-dividend date. The ex-dividend date for any dividend or other distribution is the first day on which the relevant Basket Stock trades without the right to receive that dividend or distribution.

If an extraordinary dividend occurs, the calculation agent will adjust the relevant number of Underlying Securities of that Basket Stock to equal the product of (1) the prior number of shares, and (2) a fraction, the numerator of which is the Closing Price of the relevant Basket Stock on the Business Day before the ex-dividend date and the denominator of which is the amount by which that Closing Price exceeds the extraordinary dividend amount.

The extraordinary dividend amount with respect to an extraordinary dividend for a particular Basket Company equals:

To the extent an extraordinary dividend is not paid in cash, the calculation agent will determine the value of any non-cash component. A distribution on a Basket Stock that is a stock dividend payable in that Basket Stock, an issuance of rights or warrants or a spin-off event and an extraordinary dividend will result in an adjustment to the number of shares only as described in “—Stock Dividends” above, “—Transferable Rights and Warrants” below or “—Reorganization Events” below, as the case may be, and not as described here.

Transferable Rights and Warrants

If a Basket Company issues transferable rights or warrants to all shareholders of its Basket Stock to subscribe for or purchase its Basket Stock at an exercise price per share that is less than the Closing Price of its Basket Stock on the Business Day before the ex-dividend date for the issuance, then the number of Underlying Securities of that Basket Stock in the basket will be adjusted by multiplying the prior number of shares by the following fraction:

Reorganization Events

Each of the following is a reorganization event with respect to any Basket Company:

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Adjustments for Reorganization

If a reorganization event occurs with respect to any Basket Company, then the calculation agent will adjust the number of Underlying Securities of that Basket Stock in the basket so as to consist of the amount and type of property or properties—whether it be cash, securities, other property, or a combination—that a prior holder of that Basket Stock would hold after the reorganization event had occurred. We refer to this new property as the “distribution property.”

For purposes of making an adjustment required by a reorganization event, the calculation agent, in its sole discretion, will determine the value of each type of distribution property. For any distribution property consisting of a security, the calculation agent will use the Closing Price of the security on the relevant exchange notice date. The calculation agent may value other types of property in any manner it determines, in its sole discretion, to be appropriate. If a holder of the applicable Basket Stock may elect to receive different types or combinations of types of distribution property in the reorganization event, the distribution property will consist of the types and amounts of each type distributed to a holder that makes no election, as determined by the calculation agent in its sole discretion.

If a reorganization event occurs and the calculation agent adjusts the number of Underlying Securities of that Basket Stock in the basket to consist of the distribution property distributed in connection with the reorganization event as described above, the calculation agent then will make any further antidilution adjustments for later events that affect the distribution property, or any component of the distribution property, comprising the new number of shares. The calculation agent will do so to the same extent that it would make adjustments if the applicable Basket Stock were outstanding and were affected by the same kinds of events. If a subsequent reorganization event affects only a particular component of the number of shares, the required adjustment will be made only with respect to that component.

For example, if a Basket Company merges into another company and each share of the relevant Basket Stock is converted into the right to receive two common shares of the surviving company and a specified amount of cash, the number of applicable Underlying Securities in the basket will be adjusted to consist of two common shares of the surviving company and that

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specified amount of cash. The calculation agent will adjust the common share component of the new number of shares to reflect any later stock split or other event, including any later reorganization event, that affects the common shares of the surviving company, to the extent described in this section as if the common shares of the merged company were the Basket Stock. In that event, the cash component will not be adjusted but will continue to be a component of the number of shares (with no interest adjustment) in the basket. Consequently, if the Physical Amount is required to be delivered at maturity, our payment will include, in addition to the shares of the other Underlying Securities, the final value of the two shares of the surviving company and the cash.

If a reorganization event occurs, the distribution property distributed in the event will be substituted for the relevant Underlying Security as described above. Consequently, in this pricing supplement, references to a share of an Underlying Security means any distribution property that is distributed in a reorganization event and comprises the adjusted number of Underlying Securities with respect to that stock. Similarly, references to a Basket Company mean any successor entity in a reorganization event with respect to that Basket Company.

Role of the Calculation Agent

The calculation agent has the sole discretion to make all determinations regarding the notes, including determinations regarding the Basket Level at any time (including the Closing Basket Level), whether the Cash Amount or Physical Amount is paid at maturity, Market Disruption Events, and Trading Days. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent.

We have initially appointed our affiliate, BAS, as the calculation agent, but we may change the calculation agent at any time without notifying you.

Same-Day Settlement and Payment

The notes will be delivered in book-entry form only through DTC against payment by purchasers of the notes in immediately available funds. We will make payments of interest and any Cash Amount at maturity, as well as any payment in lieu of fractional shares, in cash in immediately available funds so long as the notes are maintained in book-entry form.

We may satisfy our obligation, if any, to deliver shares of the Underlying Securities representing the Physical Amount at maturity by causing our affiliate, BAS, to deliver the applicable number of Underlying Securities to the paying agent through the facilities of DTC. If we do so, the paying agent will in turn be obligated to deliver those securities to holders of the notes.

We will not deliver fractional shares of any of the Underlying Securities. We will pay cash in lieu of any fractional share of any of the Underlying Securities otherwise payable to holders of the notes. The number of full shares of the Underlying Securities, and any cash in lieu of a fractional share, to be delivered to each holder will be calculated based on the aggregate number of notes held by each holder. If physical or book-entry delivery of the Underlying Securities cannot be made at any time as required by the terms of the notes, we will pay holders of the notes an amount in cash equal to the value of the Physical Amount, due at the relevant time and any cash due in lieu of fractional shares.

Listing

The notes will not be listed on any securities exchange.

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THE BASKET COMPANIES

No Basket Company has authorized or sanctioned the notes or participated in the preparation of this pricing supplement. According to publicly available documents, each of the Basket Companies is subject to the informational requirements of the Exchange Act and files reports, proxy statements, and other information with the SEC. To the best of our knowledge, based upon public documents currently available as of the date of this pricing supplement, each of the Basket Companies is eligible to use a Form S-3 or Form F-3 Registration Statement for primary sales of its securities. In addition, the common stock of each Basket Company is registered under the Exchange Act. Companies with securities registered under the Exchange Act are required to file periodically financial and other information required by the SEC. Information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material also can be obtained from the Public Reference Section at prescribed rates. In addition, information filed electronically by each Basket Company with the SEC can be reviewed through a web site maintained by the SEC. The address of the SEC’s web site is http://www.sec.gov.

This pricing supplement relates only to the notes and does not relate to the Basket Companies. We are not offering or selling securities of any of the Basket Companies. The descriptions of the Basket Companies in this section, as well as all of the other disclosures contained in this pricing supplement regarding the Basket Companies, are derived from the publicly available documents described in the preceding paragraph. Neither we, nor any of our affiliates, including BANA, BAI, and BAS, has participated in the preparation of such documents, verified the accuracy or the completeness of the information concerning the Basket Companies included in the publicly available documents or made any diligence inquiry with respect to the Basket Companies. We do not make any representation that the publicly available documents or any other publicly available information about the Basket Companies are accurate or complete. There can be no assurance that events occurring prior or subsequent to the date of this pricing supplement (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that might affect the trading price of any of the Basket Stocks have been or will be publicly disclosed. Because the payment of the notes at maturity is related to the trading prices of the Basket Stocks, such events, if any, also would affect the trading prices of the notes. We do not intend to furnish to you any additional information about to the Basket Companies. Neither we, nor any of our affiliates, including BANA, BAI, and BAS, make any representation to you as to the future performance of any of the Basket Stocks.

You should make your own investigation into the Basket Companies.

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HISTORICAL DATA ON THE BASKET COMPANIES

Amgen Inc.

Amgen Inc. discovers, develops, manufactures, and markets human therapeutics based on cellular and molecular biology. The company focuses its research on secreted protein and small molecule therapeutics, with particular emphasis on neuroscience and cancer. Amgen concentrates on the areas of hematology, cancer, infectious disease, endocrinology, neurobiology, and inflammation.

The following table sets forth the high, low, and period-end closing prices of Amgen Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, as of October 17, 2003, there were 1,289,949,059 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “AMGN.”

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Cisco Systems, Inc.

Cisco Systems, Inc. supplies data networking products for the Internet. The company’s Internet Protocol-based networking solutions are installed at corporations, public institutions, and telecommunication companies worldwide. The company’s solutions transport data, voice, and video within buildings, across campuses, and around the world.

The following table sets forth the high, low, and period-end closing prices of Cisco Systems, Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Annual Report on Form 10-K for the fiscal year ended July 26, 2003, as of September 8, 2003, there were 6,953,996,891 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “CSCO.”

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Citigroup Inc.

Citigroup Inc. is a diversified financial services holding company that provides a broad range of financial services to consumer and corporate customers around the world. The company’s services include investment banking, retail brokerage, corporate banking, and cash management products and services.

The following table sets forth the high, low, and period-end closing prices of Citigroup Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, as of September 30, 2003, there were 5,158,676,709 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “C.”

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Exxon Mobil Corporation

Exxon Mobil Corporation operates petroleum and petrochemicals businesses on a worldwide basis. The company’s operations include exploration and production of oil and gas, electric power generation, and coal and minerals operations. Exxon Mobil also manufactures and markets fuels, lubricants, and chemicals.

The following table sets forth the high, low, and period-end closing prices of Exxon Mobil Corporation. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, as of July 31, 2003, there were 6,636,854,594 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “XOM.”

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General Electric Company

General Electric Company develops, manufactures, and markets products for the generation, distribution, and utilization of electricity. The company, through General Electric Capital Services, Inc., offers a variety of financial services including mutual fund management, financing, asset management, and insurance. General Electric also owns the National Broadcasting Company.

The following table sets forth the high, low, and period-end closing prices of General Electric Company. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, as of September 30, 2003, there were 10,040,860,000 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “GE.”

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Intel Corporation

Intel Corporation designs, manufactures, and sells computer components and related products. The company’s major products include microprocessors, chipsets, embedded processors and microcontrollers, flash memory products, graphics products, network and communications products, systems management software, conferencing products, and digital imaging products.

The following table sets forth the high, low, and period-end closing prices of Intel Corporation. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003, as of October 24, 2003, there were 6,532,000,000 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “INTC.”

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Microsoft Corporation

Microsoft Corporation develops, manufactures, licenses, sells, and supports software products. The company offers operating system software, server application software, business and consumer applications software, software development tools, and Internet and intranet software. Microsoft also develops the MSN network of Internet products and services.

The following table sets forth the high, low, and period-end closing prices of Microsoft Corporation. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, as of August 15, 2003, there were 10,813,984,831 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “MSFT.”

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Pfizer Inc.

Pfizer Inc. is a research-based, global pharmaceutical company that discovers, develops, manufactures, and markets medicines for humans and animals. The company’s products include prescription pharmaceuticals, non-prescription self-medications, and animal health products such as anti-infective medicines and vaccines.

The following table sets forth the high, low, and period-end closing prices of Pfizer Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2003, as of August 11, 2003, there were 7,786,223,406 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “PFE.”

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QUALCOMM Incorporated

QUALCOMM Incorporated develops and delivers digital wireless communications products and services based on the company’s CDMA digital technology. The company’s business areas include integrated CDMA chipsets and systems software, technology licensing, Eudora email software for Windows and Macintosh platforms, and satellite based systems including Omnitracs and Globalstar systems.

The following table sets forth the high, low, and period-end closing prices of QUALCOMM Incorporated. We obtained the prices shown below from Bloomberg financial Markets, without independent verification. According to the company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2003, as of November 3, 2003, there were 800,070,897 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “QCOM.”

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Wal-Mart Stores, Inc.

Wal-Mart Stores, Inc. operates discount stores and Supercenters, as well as Sam’s Clubs. The company’s Wal-Mart discount stores and Supercenters offer merchandise such as apparel, housewares, small appliances, electronics, and hardware. Wal-Mart operates in the United States, Canada, Argentina, Brazil, Germany, Mexico, Korea, United Kingdom, and Puerto Rico.

The following table sets forth the high, low, and period-end closing prices of Wal-Mart Stores, Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2003, as of August 31, 2003, there were 4,369,200,025 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “WMT.”

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SUPPLEMENTAL PLAN OF DISTRIBUTION

Our affiliates, BANA, BAI, and BAS, have been appointed as our agents to solicit offers on a best efforts basis to purchase the notes. BANA, BAI, and BAS are parties to the Distribution Agreement described in the “Supplemental Plan of Distribution” on page S-23 of the accompanying prospectus supplement. Any agent will receive a commission of 1.00% of the principal amount of each note sold through its efforts. Each initial purchaser of notes must have an account with one of the agents.

None of BANA, BAI, or BAS is acting as your fiduciary or advisor, and you should not rely upon any communication from any agent in connection with the notes as investment advice or a recommendation to purchase notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.

BANA, BAI, and BAS, or any of our other affiliates, may use this pricing supplement, the accompanying prospectus supplement, and the prospectus in a market-making transaction for any notes after their initial sale.

NOTICES FOR NON-UNITED STATES INVESTORS

Argentina: The notes have not been registered in Argentina. The Comisión Nacional de Valores of Argentina has not approved the notes, the offering, nor any document relating to the offering of the notes, including this pricing supplement. Neither this pricing supplement nor the accompanying prospectus supplement or prospectus nor the delivery of such documents constitutes an offer to sell the notes or an invitation to receive offers to purchase the notes. No person wishing to offer or acquire the notes shall take any action that would result in the offering of the notes being deemed a public offering within the meaning of Argentine Law Nbr. 17.811. In addition, any resale of the notes must be made in a manner that will not constitute a public offering in Argentina. Argentine pension funds and insurance companies may not purchase the notes.

Brazil: The notes have not been registered in Brazil. The Comissão de Valores Mobiliários of Brazil has not approved the notes, the offering, nor any document relating to the offering of the notes, including this pricing supplement. Neither the notes nor the offering have been registered with the Comissão de Valores Mobiliários in Brazil. Persons wishing to offer or acquire the notes within Brazil should consult with their own counsel as to the applicability of registration requirements or any exemption therefrom. No action should be taken by such persons that would result in the offering of the notes being deemed a public offering under Brazilian law. In addition, any resale of the notes must be made in a manner that will not constitute a public offering in Brazil. This offering is not being made to any Brazilian financial institution, pension fund, insurance company, or capitalization company.

Chile: The notes have not been registered with the Superintendency of Securities and Insurance of Chile, and the notes may not be lawfully offered or sold to persons in Chile except in circumstances that do not result in an offer to the public in Chile, within the meaning of Chilean Law.

Colombia: This pricing supplement, the accompanying prospectus supplement, the prospectus, or any other document relating to the offering of the notes are for the sole use of the prospective investor to whom such documents are delivered and cannot be used by, or passed on to, any other person or third party. Investors wishing to acquire the notes will be required to make payment for the notes outside of Colombia. A Colombian investor purchasing the notes will be deemed to know, understand, and acknowledge that such investor is solely responsible for full compliance of the Colombian regulations applicable to such investor.

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Ecuador: This pricing supplement, the accompanying prospectus supplement, the prospectus or any other document relating to the offering of the notes are for the sole use of the prospective investor to whom such documents are addressed and delivered and cannot be used by, or passed on to, any other person. The notes have not been registered in Ecuador. No person wishing to offer or acquire the notes shall take any action that would result in the offering of the notes being deemed a public offering within the meaning of the Ecuadorian Securities Market Act. Any resale of the notes must be made in a manner that will not constitute a public offering in Ecuador. An Ecuadorian investor purchasing the notes will be deemed to know, understand, and acknowledge that such investor is solely responsible for compliance with the Ecuadorian regulations applicable to such investor.

El Salvador: This pricing supplement, the accompanying prospectus supplement, the prospectus, or any other document relating to the offering of the notes are for the sole use of the prospective investor to whom such documents are addressed and delivered and cannot be used by, or passed on to, any other person. The notes have not been registered in El Salvador. No person wishing to offer or acquire the notes shall take any action that would result in the offering of the notes being deemed a public offering within the meaning of the Salvadorian Stock Market Law. Any resale of the notes must be made in a manner that will not constitute a public offering in El Salvador. A Salvadorian investor purchasing the notes will be deemed to know, understand, and acknowledge that such investor is solely responsible for full compliance with the Salvadorian regulations applicable to such investor.

Hong Kong: The notes may not be offered or sold in Hong Kong by means of any document other than in circumstances that do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32).

Unless a person is permitted to do so under the securities laws of Hong Kong, such person may not issue or have in his or her possession for the purposes of issue, and will not issue, or have in his or her possession for the purposes of issue, any advertisement, invitation, or document relating to the notes other than with respect to notes intended to be disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons whose business involves the acquisition, disposal, or holding of securities, whether as principal or agent.

Mexico: The notes have not been registered under the Mexican Securities Market Law or recorded in the Mexican National Securities Registry. No action may be taken in Mexico that would render the offering of the notes a public offering in Mexico. No Mexican regulatory authority has approved or disapproved of the notes or passed on our solvency.

Saudi Arabia: This pricing supplement, the accompanying prospectus supplement, the prospectus, and any other document relating to the notes may be delivered to a person who is a resident of the Kingdom of Saudi Arabia only if such person has requested such documents. None of this pricing supplement, the accompanying prospectus supplement, the prospectus, or the notes have been approved, disapproved, or passed on in any way by the Saudi Arabian Monetary Agency or the Saudi Arabian Ministry of Commerce and Industry. Neither the issuer, nor any of the selling agents, has received authorization to market the notes within the Kingdom of Saudi Arabia. Neither the issuer, nor any of the selling agents, is licensed to provide investment management services in the Kingdom of Saudi Arabia. None of this pricing supplement, the accompanying prospectus supplement, the prospectus, or any other document relating to the notes, constitutes an offer to sell, or a solicitation of offers to purchase, the notes under laws and regulations applicable in the Kingdom of Saudi Arabia.

Singapore: None of this pricing supplement, the accompanying prospectus supplement, the prospectus, or any other document relating to the notes has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing

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supplement, the accompanying prospectus supplement and prospectus, and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale, or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the notes to the public in Singapore.

Taiwan: The notes may not be sold or publicly offered in Taiwan.

United Arab Emirates: The information contained in this pricing supplement, the accompanying prospectus supplement, and the prospectus does not constitute a public offer of the notes in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984, as amended) or otherwise and is intended to be provided only to persons who are institutional or otherwise sophisticated investors. Further, the information contained in this pricing supplement, the accompanying prospectus supplement, and the prospectus is not intended to lead to the conclusion of any contract within the United Arab Emirates.

Venezuela: The notes have not been registered with the Comisión Nacional de Valores of Venezuela and are not being publicly offered in Venezuela. No document relating to the offering of the notes, including this pricing supplement, shall be deemed to constitute an offer of securities or an offer or the rendering of any investment advice or securities brokerage services in Venezuela. Investors wishing to acquire the notes may use only funds located outside of Venezuela.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain United States federal income tax considerations relating to the ownership of the notes. This summary does not purport to be a complete analysis of all tax considerations relating to the notes. In particular, except where otherwise noted, this summary deals only with notes held as capital assets by initial holders and does not address all aspects of United States federal income taxation that may be relevant to a particular holder in light of its individual circumstances or to certain types of holders subject to special treatment under the United States federal income tax laws, such as financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, tax-exempt entities, Non-United States Holders (as defined below), persons holding notes in a tax-deferred or tax-advantaged account, persons holding notes as a hedge, a position in a “straddle” or as part of a “conversion” transaction for tax purposes, or persons who are required to mark-to-market for tax purposes. Furthermore, the discussion below is based upon the provisions of the Code, and regulations, rulings, and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified so as to result in federal income tax consequences different from those discussed below.

No statutory, judicial, or administrative authority directly addresses the characterization of the notes or instruments similar to the notes for United States federal income tax purposes. As a result, significant aspects of the United States federal income tax consequences of an investment in the notes are not certain. No ruling is being requested from the IRS with respect to the notes and no assurance can be given that the IRS will agree with the conclusions expressed herein. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP, OR DISPOSITION OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE FEDERAL INCOME TAX CONSEQUENCES TO THEM IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

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As used herein, a “United States Holder” of notes means an individual who is a citizen or resident of the United States, an entity which is a corporation, partnership, or other entity created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source or a trust which is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Code. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons also will be United States Holders. A “Non-United States Holder” is a holder who is not a United States Holder.

By purchasing the notes, you agree with us to treat, for United States federal income tax purposes, the notes as an investment unit consisting of a fixed rate debt instrument (the “Debt Instrument”) issued by us and a put option (the “Put Option”) on the Underlying Securities written by you and purchased by us. Consistent with this characterization, we have determined that any amounts paid to us in respect of the original issuance of the notes will be allocated entirely to the Debt Instrument. Under this characterization, the interest paid on the notes will be treated, (1) as a payment of interest and (2) as a payment for the Put Option. At the present time, our ordinary cost of borrowing is 1.42%. The discussion below assumes that the agreement described above as to the United States federal income tax treatment of the notes will be respected.

Treatment as an Investment Unit

Interest on the Debt Instrument

The Debt Instrument has a term of one year or less, unless the term exceeds one year in the case of a Market Disruption Event. Interest on the notes should be included in the income of a United States Holder as interest at the time that such interest is accrued or received in accordance with such United States Holder’s method of accounting. The IRS or a court may determine that the interest should instead be reported under the rules applicable to original issue discount (“OID”).

The terms of the notes require you and us to treat 1.42% of the interest paid with respect to the notes as interest on the Debt Instrument.

Payment for the Put Option

Any amount you receive that is treated as a payment for the Put Option will either (1) be included in income by you upon maturity or sale of the notes or (2) reduce the basis of any shares of Underlying Securities you may receive at maturity. The terms of the notes require you and us to treat 4.18% of the interest paid with respect to the notes as a payment for the Put Option.

Payment at Maturity

A payment of the Cash Amount upon maturity of the notes would be treated as (1) payment in full of the principal amount of the Debt Instrument, which would not result in the recognition of gain or loss if you are an initial purchaser of the notes and (2) the lapse of the Put Option which would result in your recognition of short-term capital gain in an amount equal to the amount paid to you for the Put Option as described in the preceding paragraph.

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Alternatively, with respect to a payment of the Physical Amount at maturity, delivery of the Underlying Securities upon maturity of the notes would be treated as (1) payment in full of the principal amount of the Debt Instrument, which would not result in the recognition of gain or loss if you are an initial purchaser of the notes and (2) the exercise by us of the Put Option and your purchase of the Underlying Securities for an amount equal to the principal amount of the notes. Your United States federal income tax basis in the Underlying Securities you receive would equal the principal amount of your notes less the amount of payments you received for the Put Option as described in the second preceding paragraph. Your holding period in the Underlying Securities you receive would begin on the day after you beneficially receive such shares. If you receive cash in lieu of fractional shares, you would recognize a short-term capital gain or loss in an amount equal to the difference between the amount of cash you receive and your tax basis (determined in the manner described above) in the fractional share.

Sale or Exchange of Notes

Upon a sale, exchange, or other disposition of your notes (other than at maturity), you will be required to apportion the value of the amount you receive between the Debt Instrument and the Put Option on the basis of the values thereof on the date of the redemption or sale. You would recognize gain or loss with respect to the Debt Instrument in an amount equal to the difference between (i) the amount apportioned to the Debt Instrument and (ii) your adjusted United States federal income tax basis in the Debt Instrument (which would generally be equal to the principal amount of your notes if you are an initial purchaser of the notes). Except to the extent attributable to accrued but unpaid interest with respect to the Debt Instrument (which would be treated as ordinary income) such gain or loss would generally be short-term capital gain or loss. The value of the amount that you receive that is apportioned to the Put Option (together with any amount of premium received in respect thereof and deferred as described above) would be treated as short-term capital gain. If the value of the Debt Instrument on the date of the sale of your notes is in excess of the amount you receive upon such sale, you would likely be treated as having made a payment to the purchaser equal to the amount of such excess in order to extinguish your rights and obligations under the Put Option. In such a case, you would likely recognize short-term capital gain or loss in an amount equal to the difference between the premium you previously received in respect of the Put Option and the amount of the deemed payment made by you to extinguish the Put Option.

Secondary Purchasers

If you are a secondary purchaser of the notes, you would be required to allocate your purchase price for the notes between the Debt Instrument and Put Option based on the respective fair market values of each on the date of purchase. If, however, the portion of your purchase price allocated to the Debt Instrument in accordance with the preceding sentence is in excess of your purchase price for the notes, you would likely be treated for tax purposes as having paid nothing for the Put Option (i.e., your purchase price for the Put Option would be zero) and as having received a payment for obligating yourself under the Put Option (which will be deferred as described above) in an amount equal to such excess. If the portion of your purchase price allocated to the Debt Instrument is at a discount from, or is in excess of, the principal amount of the notes, you may be subject to the market discount or amortizable bond premium rules with respect to the Debt Instrument. The portion of your purchase price, if any, that is allocated to the Put Option would likely be offset for tax purposes against amounts you subsequently receive with respect to the Put Option (including amounts received upon a sale of the notes that are attributable to the Put Option), thereby reducing the amount of gain or increasing the amount of loss you would recognize with respect to the Put Option or with respect to the sale of any of the Underlying Securities you receive upon the exercise of the Put Option.

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Alternative Characterization

Although you are generally required to report your income in accordance with the treatment described above, alternative characterizations are possible. In particular, the IRS or a court may conclude that the notes should not be treated as an investment unit and should instead be characterized as a single debt instrument including a contingent payment debt instrument or some type of equity interest. Under these characterizations, the timing and character of income or gain you would be required to recognize in respect of the notes may differ significantly from that described above. Among other things, the IRS or a court may require you to use an accrual (rather than the cash receipts and disbursements) method of accounting with respect to interest on your notes, or require you to recognize ordinary gain or loss upon the sale or maturity of your notes in an amount equal to the difference, if any, between the cash or the fair market value of the Underlying Securities received at such time and your adjusted United States federal income tax basis in the notes. Also, the IRS or a court may determine that amounts denominated as option premium should be includible in the United States Holder’s income as interest or other kinds of income. Accordingly, you are urged to consult your own tax advisors concerning the United States federal income tax consequences of an investment in the notes.

Wash Sale Rules

If you purchase the notes at original issue and you sell any shares of Basket Stocks prior or subsequent to such purchase, your purchase of the notes will not cause you to be subject to any restriction or limitation with respect to the recognition of loss, if any, for United States federal income tax purposes upon your sale of the shares of Basket Stocks. If you are a secondary purchaser of the notes or if you have shorted shares of Basket Stocks, you should consult your tax advisor regarding the possible application of the wash sale rules to your sale of shares of Basket Stocks prior or subsequent to your purchase of the notes.

United States Holders—Backup Withholding and Information Reporting

Generally, payments of principal and interest, and the accrual of OID, with respect to the notes will be subject to information reporting and possibly to backup withholding. Information reporting means that the payment is required to be reported to the holder of the notes and the IRS. Backup withholding means that we are required to collect and deposit a portion of the payment with the IRS as a tax payment on your behalf. Backup withholding will be imposed at a rate of 28%.

Payments of principal and interest, and the accrual of OID, with respect to notes held by a United States Holder, other than certain exempt recipients such as corporations, and proceeds from the sale of notes through the United States office of a broker will be subject to backup withholding unless such United States Holder supplies us with a taxpayer identification number and certifies that its taxpayer identification number is correct or otherwise establishes an exemption. In addition, backup withholding will be imposed on any payment of principal and interest, and the accrual of OID, with respect to a note held by a United States Holder that is informed by the United States Secretary of the Treasury that it has not reported all dividend and interest income required to be shown on its federal income tax return or that fails to certify that it has not underreported its interest and dividend income.

Payments of the proceeds from the sale of the notes to or through a foreign office of a broker, custodian, nominee, or other foreign agent acting on your behalf will not be subject to information reporting or backup withholding. If, however, such nominee, custodian, agent, or broker is, for United States federal income tax purposes, (1) a United States person, (2) the government of the United States or the government of any State or political subdivision of any

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State (or any agency or instrumentality of any of these governmental units), (3) a controlled foreign corporation, (4) a foreign partnership that is either engaged in a United States trade or business or whose United States partners in the aggregate hold more than 50% of the income or capital interests in the partnership, (5) a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, or (6) a United States branch of a foreign bank insurance company such payments will be subject to information reporting, unless (a) such custodian, nominee, agent, or broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are met or (b) the holder otherwise establishes an exemption from information reporting.

A United States Holder that does not provide us with its correct taxpayer identification number may be subject to penalties imposed by the IRS. In addition, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against such holder’s United States federal income tax liability provided certain required information is furnished to the IRS.

Recently promulgated Treasury regulations require taxpayers that participate in “reportable transactions” to disclose such participation to the IRS by attaching Form 8886 to their tax returns and to retain a copy of all documents and records related to the transaction. In addition, organizers and sellers of such a transaction are required to maintain records, including lists identifying investors in the transaction, and must furnish those records to the IRS upon demand. A transaction may be a “reportable transaction” based on any of several criteria, one or more of which may be present with respect to an investment in the notes. Although we do not believe that the issuance of the notes constitutes a “reportable transaction” as defined in the regulations, whether an investment in the notes constitutes a “reportable transaction” for any investor depends on such investor’s particular circumstances. Investors should consult their own tax advisors concerning any possible disclosure obligation they may have with respect to their investment in the notes and should be aware that should we (or other participants in the transaction) determine that the investor list maintenance requirement applies to this transaction, we (or they) would comply with such requirement.

Non-United States Holders—Income Tax Considerations

Under present United States federal income tax law, and subject to the discussion below concerning backup withholding, if you are a Non-United States Holder, the payment by us, or any paying agent, of principal or interest, and the accrual of OID, on a Debt Instrument owned by you will not be subject to United States federal income or withholding tax provided that:

1. you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

2. you are not a controlled foreign corporation that is related to us through stock ownership;

3. you are not a bank receiving interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business;

4. the payment is not effectively connected with your conduct of a trade or business in the United States; and

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5. either (a) you provide us (or the paying agent) with a statement which sets forth your name and address, and certify, under penalties of perjury, that you are the beneficial owner of the notes and that you are not a United States person, citizen, or resident (which certification may be made on an IRS Form W-8BEN (or successor form)) or (b) a partnership holding the note or a financial institution holding the note on your behalf furnishes us (or the paying agent) with a copy of such statement and certifies, under penalties of perjury (which certification may be made on an IRS Form W-8IMY (or successor form)), that it has or will provide us (or the paying agent) with a withholding statement.

Payments not meeting the requirements set forth above are subject to withholding of United States federal income tax at a rate of 30% unless (a) you are engaged in a trade or business in the United States and you provide us with a properly executed IRS Form W-8ECI (or successor form) certifying that the payments are effectively connected with the conduct of a trade or business in the United States, or (b) you provide us with a properly executed IRS Form W-8BEN (or successor form) claiming an exemption from, or a reduction in the rate of, withholding under the benefit of a tax treaty. To claim benefits under an income tax treaty, you must obtain a taxpayer identification number and certify as to your eligibility under the appropriate treaty’s limitations on benefits article.

You will not be subject to United States federal income tax on any gain realized on the sale, exchange, or retirement of the Debt Instrument or Put Option, provided that (a) such gain is not effectively connected with a United States trade or business and (b), if you are an individual, you are not present in the United States for 183 days or more in the taxable year of the sale or other disposition.

Non-United States Holders—Backup Withholding and Information Reporting

Payments of principal and interest, and the accrual of OID, with respect to a Debt Instrument and proceeds from the sale of the debt instrument or put option will not be subject to backup withholding so long as you have certified to us (or any paying agent) that you are not a United States person and we (or any paying agent) do not have actual knowledge that such certification is false (or you otherwise establish an exemption). However, if you do not certify that you are not a United States person or we have actual knowledge that such certification is false (and you have not otherwise established an exemption), you will be subject to backup withholding and information reporting in the manner described above in “United States Holders – Backup Withholding and Information Reporting.”

ERISA CONSIDERATIONS

A fiduciary of a pension plan or other employee benefit plan (including a governmental plan, an individual retirement account, or a Keogh plan) proposing to invest in the notes should consider this section carefully.

A fiduciary of an employee benefit plan subject to ERISA should consider fiduciary standards under ERISA in the context of the particular circumstances of such plan before authorizing an investment in the notes. A fiduciary also should consider whether the investment is in accordance with the documents and instruments governing the plan.

In addition, ERISA and the Code prohibit certain transactions (referred to as “prohibited transactions”) involving the assets of a plan subject to ERISA or the assets of an individual retirement account, or plan subject to Section 4975 of the Code (referred to as an “ERISA plan”), on the one hand, and persons who have certain specified relationships of the plan

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(“parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code), on the other. If we (or an affiliate) are considered a party in interest or disqualified person with respect to an ERISA plan, then the investment in notes by the ERISA plan may give rise to a prohibited transaction. There are several ways by which we or our affiliates may be considered a party in interest or a disqualified person with respect to an ERISA plan. For example, if we provide banking or financial advisory services to an ERISA plan, or act as a trustee or in a similar fiduciary role for ERISA plan assets, we may be considered a party in interest or a disqualified person with respect to that ERISA plan.

If an ERISA plan engages in a prohibited transaction, the transaction may require “correction” and may cause the ERISA plan fiduciary to incur certain liabilities and the parties in interest or disqualified persons to be subject to excise taxes. Therefore, an ERISA plan should not invest in the notes unless the plan fiduciary or other person acquiring notes on behalf of the ERISA plan determines that neither we nor an affiliate is a party in interest or a disqualified person or, alternatively, that an exemption from the prohibited transaction rules is available. By purchasing and holding the notes, the person making the decision to invest on behalf of an ERISA plan is representing that the purchase and holding of the notes will not result in a prohibited transaction under ERISA or the Code.

If you are the fiduciary of a pension plan or other ERISA plan, or an insurance company that is providing investment advice or other features to a pension plan or other ERISA plan, and you propose to invest in the notes with the assets of the ERISA plan, you should consult your own legal counsel for further guidance.

WHERE YOU CAN FIND MORE INFORMATION

You may request a copy of any filings referred to on page 41 of our prospectus, including documents we will file (without exhibits), at no cost, by contacting us at the following address:

Bank of America Corporation

Corporate Treasury Division

NC1-007-07-06

100 North Tryon Street

Charlotte, North Carolina 28255

(704) 386-5972

LEGAL OPINIONS

The legality of the notes will be passed upon for us by Helms Mulliss & Wicker, PLLC, Charlotte, North Carolina, and for the agents by Morrison & Foerster LLP, New York, New York. As of the date of this pricing supplement, certain members of Helms Mulliss & Wicker, PLLC, beneficially owned less than one-tenth of 1% of our outstanding shares of common stock.

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-97197

$5,000,000,000

Medium-Term Notes, Series J

We may offer to sell our Bank of America Corporation Medium-Term Notes, Series J, from time to time. Specific terms of the notes will be determined before each sale and will be described in a separate pricing supplement. Terms may include:

^¡  Federal funds rate

^¡  LIBOR

^¡  Prime rate

^¡  Treasury rate

^¡  Any other rate specified by us

We may sell notes to the agents as principal for resale at varying or fixed offering prices or through the agents as agents using their best efforts on our behalf. We also may sell the notes directly to investors.

We may use this prospectus supplement and accompanying prospectus in the initial sale of any note. In addition, Banc of America Securities LLC, or any of our other affiliates, may use this prospectus supplement and accompanying prospectus in a market-making transaction in any note after its initial sale. Unless we or our agent inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and accompanying prospectus are being used in a market-making transaction.

Unless otherwise specified in the pricing supplement, we do not intend to list the notes on any securities exchange.

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America, N.A. or any other bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Potential purchasers of the notes should consider the information set forth in the “ Risk Factors” section beginning on page S-3.

None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Banc of America Securities LLC

Bear, Stearns & Co. Inc.

Lehman Brothers

Merrill Lynch & Co.

Salomon Smith Barney

Prospectus Supplement to Prospectus dated August 20, 2002

August 20, 2002

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ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS

The notes have been registered on a registration statement on Form S-3 with the Securities and Exchange Commission under Registration No. 333-97197.

We intend to use this prospectus supplement, the accompanying prospectus, and a related pricing supplement to offer the notes from time to time. You should read each of these documents before investing in the notes.

This prospectus supplement provides you with certain terms of the notes and supplements the description of the debt securities contained in the accompanying prospectus. If information in this prospectus supplement is inconsistent with the prospectus, this prospectus supplement will supersede the information in the prospectus.

Each time we issue notes, we will prepare a pricing supplement which will contain additional terms of the offering and a specific description of the notes being offered. The pricing supplement also may add, update, or change information in this prospectus supplement or the accompanying prospectus, including provisions describing the calculation of interest and the method of making payments under the terms of a note. A pricing supplement can be quite detailed and always should be read carefully. We have the flexibility to set or negotiate the terms for each issuance. The terms of some notes, such as indexed notes, may be quite complex. Indexed notes are notes for which the payment of principal or interest is determined by reference to the price or performance, either directly or indirectly, of one or more securities, currencies or composite currencies, commodities, interest rates, stock indices, or other indices or formulae. The terms of the notes may differ from the terms described in this prospectus supplement. Any information in the pricing supplement that is inconsistent with this prospectus supplement and accompanying prospectus will supersede the information in this prospectus supplement and accompanying prospectus.

Any term that is used, but not defined, in this prospectus supplement shall have the meaning set forth in the accompanying prospectus.

RISK FACTORS

Your investment in the notes involves certain risks. In consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following discussion of risks before deciding whether an investment in the notes is suitable for you. The notes are not an appropriate investment for you if you are not knowledgeable about the significant features of the notes or financial matters in general.

Risks of Indexed Notes

If you invest in indexed notes, you will be subject to significant risks not associated with a conventional fixed rate or floating rate debt security. These risks include the possibility that the particular index or indices may be subject to fluctuations and the possibility that you will receive a lower, or no, amount of principal, premium, or interest and at different times than you expected. In addition, if a formula used to determine any amounts payable in respect of the notes contains a multiplier or leverage factor, the effect of any change in the particular index or indices will be magnified. In recent years, interest rates and indices have been volatile and such volatility may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future. We have no control over a number of matters, including economic, financial, and political events, that are important in determining the existence, magnitude, and longevity of these risks and their impact on the value of or payments made on the notes.

·  Principal Amount. The principal amount of an indexed note may or may not be “principal  protected.” This means that under the terms of your note, the principal amount you will receive at maturity may be less than the original purchase price. In fact, it is possible that no principal will be paid at all.

·  Interest Payments. If the interest rate of an indexed note is indexed (whether or not the principal amount is indexed), then you may receive interest payments that are less than what you would have received had you purchased a conventional debt security at the same time and with the same maturity date. It also is possible that no interest will be paid at all.

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·  Multiplier or Leverage Factor. Indexed notes that we may offer may have interest and principal payments that increase or decrease at a rate that is greater than the rate of a favorable or unfavorable movement in the indexed item, which is referred to as a multiplier or leverage factor. A multiplier or leverage factor in a principal or interest index will increase the risk that no principal or interest will be paid at all.

·  Early Payment. The terms of an indexed note may allow or require that a note be paid prior to its  scheduled maturity date. That early payment could result in a reduction in your anticipated return on your investment.

·  Tax Consequences. You should consider the tax consequences of investing in indexed notes. Unless otherwise stated in the pricing supplement, you should assume that there is no statutory, judicial, or administrative authority that directly addresses the characterization of the indexed notes or similar instruments for United States federal or other income tax purposes. As a result, the income tax consequences of an investment in indexed notes are not certain. We will not request a ruling from the Internal Revenue Service, or the “IRS,” for any of the notes and we cannot assure you that the IRS will agree with our conclusions in this prospectus supplement or in the pricing supplement.

Factors Affecting the Trading Value of the Notes

The trading market for, and trading value of, your notes may be affected by a number of factors. Often, the more specific the investment objective or strategy of the note, the more limited the trading market and the more volatile the price of that note. These factors include:

In addition, the following factors may also affect trading in your notes:

·  Our Hedging Activities. At any time, we or our affiliates may engage in hedging activity related to the notes or to a component of the index or formula applicable to your notes, which may increase or decrease the value of your notes. In addition, we or our affiliates may acquire a long or short position in your notes from time to time. All or a portion of these positions may be liquidated at or about the time of the maturity date of your notes. The aggregate amount and the composition of such positions are likely to vary over time and, like much market activity, cannot be predicted. We have no reason to believe that any such activity will have a material impact on your notes, either directly or indirectly, by impacting the price of a component of such index or formula; however, there can be no assurance that our activities or our affiliates’ activities will not affect such price.

·  Possible Illiquidity of the Secondary Market. We do not intend to list the notes on any securities exchange and even if the notes are listed, we cannot assure you that a trading market for your notes ever will develop or be maintained if developed. Although the agents intend under ordinary market conditions to indicate prices for the notes on request, we cannot assure you that bids will be made in the future or predict the price at which such bids will be made.

·  State Law Limits on Interest Paid. New York laws govern the Indentures and the notes. New York usury laws limit the amount of interest that can be charged and paid on loans, including debt securities like the notes. Under present New York law, the maximum permissible rate of interest is 25% per annum on a simple interest basis. This limit may not apply to debt securities in which $2,500,000 or more has been invested. While we believe that a state or federal court sitting outside of New York may give effect to

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New York law, many other states also have laws that regulate the amount of interest that may be charged to and paid by a borrower. We do not intend to voluntarily claim the benefits of any laws concerning usurious rates of interest.

Risks on Redemption

If the terms of your notes permit or require redemption prior to maturity, that redemption may occur at times when prevailing interest rates are relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your notes being redeemed.

Currency Risks

If you invest in notes that are denominated or payable in a specified currency other than the currency in which you normally conduct your business, or your home country currency, you will be subject to significant risks not associated with an investment in a debt security denominated and payable in your home country currency. These risks include the possibility of material changes in the exchange rate between your home country currency and the specified currency of your notes and the imposition or modification of exchange controls by the applicable governments. We have no control over the factors that generally affect these risks, including economic, financial, and political events, and the supply and demand for the applicable currencies. Moreover, if payments on these type of notes are determined by reference to a formula containing a multiplier or leverage factor, the effect of any change in the exchange rates between the applicable currencies will be magnified. This prospectus supplement does not describe all the risks of an investment in notes denominated in, or paid based upon, a currency (including a composite currency) other than your home country currency. Prior to making an investment decision, you and your advisors should consider the suitability of an investment in these notes.

·  Exchange Rates. In recent years, exchange rates between certain currencies have been highly volatile and volatility between these currencies or with other currencies should be expected in the future. Fluctuations between currencies in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Depreciation of your payment currency will result in a decrease in the home country currency equivalent yield of your notes, in the home country currency equivalent value of the principal and any premium payable at maturity or any earlier redemption of your notes and, generally, in the home country currency equivalent market value of your notes.

·  Government Exchange Controls. From time to time, governments impose exchange controls that influence exchange rates and could limit the availability of the specified currency on an interest payment date or the maturity date of a note. It is possible that government exchange controls could restrict or prohibit our payment of principal or interest in the specified currency. Even if there are no exchange controls, it is possible that the specified currency will not be available to us to make payment of interest and principal when required.

Credit Ratings

The credit ratings of our medium-term note program may not reflect the potential impact of all risks related to the structure and other factors on any trading market for, or trading value of, your notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, your notes.

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BANK OF AMERICA CORPORATION

General

Bank of America Corporation is a Delaware corporation, a bank holding company, and a financial holding company. Our principal assets are our shares of stock of Bank of America, N.A. and our other banking and nonbanking subsidiaries. We operate in 21 states and the District of Columbia and have offices located in 34 countries.

Business Segment Operations

We provide a diversified range of banking and nonbanking financial services and products through our various subsidiaries. We manage our operations through four business segments: (1) Consumer and Commercial Banking, (2) Asset Management, (3) Global Corporate and Investment Banking, and (4) Equity Investments. Certain operating segments have been aggregated into a single business segment. A customer-centered strategic approach is changing the way we focus on our business. In addition to traditional financial reporting, we have begun using customer segment-based financial operating information.