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Filed Pursuant to Rule 424(b)(2)

Registration No. 333-112708

$750,000,000

5 ³/8% Senior Notes, due June 2014

This global prospectus supplement and the attached prospectus describe our $750,000,000 Bank of America Corporation 5 ³/8% Senior Notes, due June 2014. We will pay interest on the notes on June 15 and December 15 of each year with the first interest payment on December 15, 2004. The notes mature on June 15, 2014 and normally are not redeemable prior to maturity.

The notes are unsecured and rank equally with all of our other senior indebtedness from time to time outstanding. The notes are issued in denominations of $10,000.

We have applied to list the notes on the Luxembourg Stock Exchange in accordance with the rules of the Luxembourg Stock Exchange. We do not intend to list the notes on any other 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.

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

We will deliver the notes in book-entry only form through the facilities of The Depository Trust Company, Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about June 8, 2004, against payment in immediately available funds. You will pay accrued interest from June 8, 2004 if settlement occurs after that date.

Sole Book-Runner

Banc of America Securities LLC

Barclays Capital

Bear, Stearns & Co. Inc.

Credit Suisse First Boston

Goldman, Sachs & Co.

Guzman & Company

Loop Capital Markets, LLC

The Williams Capital Group, L.P.

Global Prospectus Supplement to Prospectus dated April 14, 2004

May 27, 2004

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ABOUT THIS GLOBAL PROSPECTUS SUPPLEMENT

This global prospectus supplement describes the specific terms of the notes and supplements the description of the debt securities included in the attached prospectus. In considering an investment in the notes, you should rely only on the information included or incorporated by reference in this global prospectus supplement and the attached 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. If information in this global prospectus supplement is inconsistent with the attached prospectus, the information in this global prospectus supplement supersedes the information in the attached prospectus. The delivery of this global prospectus supplement, at any time, does not imply that there has been no change in our affairs since the date of this global prospectus supplement or that the information in this global prospectus supplement or the attached prospectus is correct as of any time after that date.

This global prospectus supplement and the attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this global prospectus supplement and the attached prospectus and the offering of the notes in some jurisdictions may be restricted by law. If you have received this global prospectus supplement and the attached prospectus, you should find out about and observe these restrictions. See “Underwriting.”

This global prospectus supplement and the attached prospectus include information provided in order to comply with the rules governing the listing of the notes on the Luxembourg Stock Exchange. We are responsible for the accuracy of the information contained or incorporated by reference in this global prospectus supplement and the attached prospectus. We confirm, after reasonable inquiry, that, to the best of our knowledge and belief, we have not omitted any other fact that would make any statement contained or incorporated by reference in this global prospectus supplement and the attached prospectus misleading in any material respect.

THE LUXEMBOURG STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS GLOBAL PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS GLOBAL PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS.

Capitalized terms used, but not defined, in this global prospectus supplement are defined in the attached prospectus.

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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. Bank of America Corporation was incorporated in 1998 as part of the merger of BankAmerica Corporation with NationsBank Corporation.

Business Segment Information

We provide a diversified range of banking and nonbanking financial services and products in 29 states and the District of Columbia and in selected international markets. We provide services and products through four business segments: (1) Consumer and Commercial Banking, (2) Wealth and Investment Management, (3) Global Corporate and Investment Banking, and (4) Equity Investments. Some operating segments have been aggregated into a single business segment.

Consumer and Commercial Banking provides a diversified range of products and services to individuals and small businesses through multiple delivery channels. The segment also includes commercial lending and treasury management services primarily to middle market companies with annual revenue between $10 million and $500 million.

Wealth and Investment Management offers investment, fiduciary, and comprehensive banking and credit expertise; asset management services to institutional clients, high-net-worth individuals, and retail customers; and investment, securities, and financial planning services to affluent and high-net-worth individuals.

Global Corporate and Investment Banking provides capital-raising solutions, advisory services, derivatives capabilities, equity and debt sales, and trading for our corporate, commercial, and institutional clients as well as traditional bank deposit and loan products, cash management, and payment services to large corporations and institutional clients.

Equity Investments includes Principal Investing, which is comprised of a diversified portfolio of investments in privately-held and publicly-traded companies at all stages, from start-up to buyout.

FleetBoston Merger

On October 27, 2003, we entered into an Agreement and Plan of Merger with FleetBoston Financial Corporation, or “FleetBoston,” providing for the merger of FleetBoston with and into us (the “FleetBoston Merger”). The FleetBoston Merger closed on April 1, 2004, and we were the surviving corporation in the transaction. Following the FleetBoston Merger, our principal banking subsidiaries are Bank of America, N.A. and Fleet National Bank (the “Banks”). Additional financial information in connection with the FleetBoston Merger is included in our Forms 8-K/A filed April 14, 2004 and May 7, 2004, and is available at the SEC’s website at www.sec.gov.

Acquisitions and Sales

As part of our operations, we regularly evaluate the potential acquisition of, and hold discussions with, various financial institutions and other businesses of a type eligible for financial holding company ownership or control. In addition, we regularly analyze the values of, and submit bids for, the acquisition of customer-based funds and other liabilities and assets of such financial institutions and other businesses. We also regularly consider the potential disposition of certain of our assets, branches, subsidiaries, or lines of businesses. As a general rule, we publicly announce any material acquisitions or dispositions when a definitive agreement has been reached.

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RECENT DEVELOPMENTS

On May 26, 2004, the Public Prosecutor’s Office for the Court of Milan, Italy filed criminal charges against our former employees, Antonio Luzi, Luis Moncada, and Luca Sala, alleging market manipulation in connection with Parmalat Finanziera SpA.

The Public Prosecutor’s office also filed a related charge against us asserting administrative liability based on an alleged failure to maintain an organizational model sufficient to prevent the alleged criminal activities of our former employees.

We have provided information to, and continue to cooperate fully with, various governmental entities, including the SEC and Italian authorities. We cannot determine at this time the eventual outcome, timing, or impact of the investigation or matters related to Parmalat.

RATIOS OF EARNINGS TO FIXED CHARGES

The consolidated ratio of earnings to fixed charges for (1) Bank of America for each of the years in the five-year period ended December 31, 2003 and for the three months ended March 31, 2004; and (2) Bank of America and FleetBoston prepared using unaudited pro forma condensed combined financial information of Bank of America and FleetBoston for the three months ended March 31, 2004, are as follows:

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CAPITALIZATION

The following table sets forth: (1) our outstanding long-term debt as of March 31, 2004; and (2) the combined outstanding long-term debt of Bank of America and FleetBoston after the FleetBoston Merger adjusted for the issuance and maturity of some of the Bank of America and FleetBoston long-term debt during the period beginning April 1, 2004 through May 27, 2004. As of the date of this global prospectus supplement, there has been no material change in our capitalization since March 31, 2004, except as described in the table below and the related notes.

As of March 31, 2004, we had $14.8 billion of commercial paper and other short-term notes payable outstanding, and FleetBoston had $689 million of commercial paper and other short-term notes payable outstanding.

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BANK OF AMERICA CORPORATION

SELECTED FINANCIAL DATA

The following table contains selected financial data (1) for Bank of America as of December 31, 2003 and 2002 and for each of the years in the three-year period ended December 31, 2003 derived from our audited financial statements; (2) for Bank of America and FleetBoston prepared using unaudited pro forma condensed combined financial information combining the historical financial information of Bank of America and FleetBoston as of and for the year ended December 31, 2003 as if the closing date of the FleetBoston Merger had been January 1, 2003, in the case of the income statement related items, and December 31, 2003, in the case of the balance sheet related items; (3) for Bank of America as of and for the three months ended March 31, 2004 and 2003 derived from our unaudited financial statements; and (4) for Bank of America and FleetBoston prepared using unaudited pro forma condensed combined financial information combining the historical financial information of Bank of America and FleetBoston as of and for the three months ended March 31, 2004 as if the closing date of the FleetBoston Merger had been January 1, 2003, in the case of the income statement related items, and March 31, 2004, in the case of the balance sheet related items. The unaudited financial statements of Bank of America include all adjustments, consisting only of normal recurring accruals, that are considered necessary for a fair statement of the Bank of America financial position and the results of the Bank of America operations as of such dates and for such periods. Results for the three months ended March 31, 2004 and 2003 are not necessarily indicative of the results that might be expected for any other interim period or for the year as a whole. Certain prior period amounts have been reclassified to conform to current year classifications.

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FLEETBOSTON FINANCIAL CORPORATION

SELECTED FINANCIAL DATA

The following selected financial data as of December 31, 2003 and 2002 and for each of the years in the three-year period ended December 31, 2003 are derived from FleetBoston’s audited financial statements. The financial data as of and for the three months ended March 31, 2004 and 2003 are derived from FleetBoston’s unaudited financial statements. The unaudited financial statements include all adjustments, consisting only of normal recurring accruals, that are considered necessary for a fair statement of FleetBoston’s financial position and the results of FleetBoston’s operations as of such dates and for such periods. Results for the three months ended March 31, 2004 and 2003 are not necessarily indicative of the results that might be expected for any other interim period or for the year as a whole. This information should be read together with FleetBoston’s financial statements and the notes thereto, which are included in our Forms 8-K/A, filed with the SEC on April 14, 2004 and May 7, 2004.

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DESCRIPTION OF THE NOTES

General

You should read the following description of the 5 ³/8% Senior Notes, due June 2014 along with the “Description of Debt Securities” in the attached prospectus. The notes are our direct unsecured obligations. We will issue $750,000,000 of the notes in fully registered form without coupons, in denominations of $10,000 as a single series of senior debt securities under the Senior Indenture.

The Senior Indenture allows us to “re-open” or later increase the total principal amount of this series of notes without notice to, or consent of, the existing noteholders by selling additional notes. We do not plan to inform existing noteholders if we re-open this series of notes. If, at the time of a re-opening, this series of notes is listed on the Luxembourg Stock Exchange, then, at the time of that re-opening, we will submit an application to list the additional notes to the Luxembourg Stock Exchange in accordance with its rules.

Payments of Principal and Interest

The notes will begin to accrue interest on June 8, 2004, at an annual rate of 5 ³/8%. Interest will be payable semi-annually in arrears on the interest payment dates shown below, commencing December 15, 2004. On each interest payment date, we will make payments to those record holders of the notes on the designated record date.

Interest is payable on the outstanding principal amount of notes from, and including, the issue date or the last interest payment date, to, but excluding, the interest payment date or maturity date. If the maturity date or an interest payment date for the notes falls on a day that is not a Business Day, the applicable payment will be made on the next Business Day as if it were the date that payment was due, and no interest will accrue from and after the original payment date. The term “Business Day” means any weekday that is not a legal holiday in New York, New York, Charlotte, North Carolina, or Luxembourg and is not a day on which banking institutions in those cities are authorized or required by law or regulation to be closed. Initially, we will make principal and interest payments at the office of The Bank of New York, as trustee, 101 Barclay Street, New York, New York 10286. The Bank of New York is the authenticating and paying agent, registrar, and transfer agent for the notes. We will calculate interest payments on the notes on the basis of a 360-day year of twelve 30-day months.

The notes mature on June 15, 2014 and normally are not redeemable prior to maturity except as described under “Redemption for Tax Reasons.” At maturity, the notes will be payable at 100% of their face amount. We may at any time purchase notes at any price or prices in the open market or otherwise. If we purchase notes in this manner, we have the discretion to hold, resell, or surrender the notes to the trustee for cancellation. The notes are not subject to any sinking fund. The Senior Indenture does not limit the amount of senior indebtedness or other obligations which we may issue.

Payment of Additional Amounts

Subject to the exemptions and limitations set forth below, we will pay additional amounts to the beneficial owner of any note that is a non-United States person to ensure that every net payment on that note will not be less, due to the payment of United States withholding tax, than the amount then otherwise due and payable. For this purpose, a “net payment” on a note means a payment by us or any paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment, or other governmental charge of the United States. These additional amounts will constitute additional interest on the note.

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We will not be required to pay additional amounts, however, in any of the circumstances described in items (1) through (13) below.

For purposes of items (1) through (5) above, “beneficial owner” includes a fiduciary, settlor, partner, member, shareholder, or beneficiary of the holder if the holder is an estate, trust, partnership, limited liability company, corporation, or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.

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However, this exception to the obligation to pay additional amounts will apply only to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner, or member of the partnership, limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its beneficial or distributive share of the payment.

Except as specifically provided under “—Payment of Additional Amounts” and under “—Redemption for Tax Reasons,” we will not be required to make any payment of any tax, assessment, or other governmental charge imposed by any government, or any political subdivision or taxing authority of that government.

As used in this global prospectus supplement, “United States person” means:

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Additionally, “non-United States person” means a person who is not a United States person, and “United States” means the United States of America, including a state of the United States and the District of Columbia, its territories, its possessions, and other areas within its jurisdiction.

Redemption for Tax Reasons

We may redeem the notes in whole, but not in part, at any time after giving not less than 30 nor more than 60 calendar days’ notice to the trustee under the Senior Indenture and the holders of the notes, if we have or will become obligated to pay additional amounts as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or any authority of the United States having power to tax, or any change in the application or official interpretation of those laws or regulations, which change or amendment becomes effective on or after the date of this global prospectus supplement.

Before we publish any notice of redemption we will deliver to the trustee under the Senior Indenture a certificate signed by our Chief Financial Officer or a Senior Vice President stating that we are entitled to redeem the notes and that the conditions precedent to redemption have occurred.

We will redeem any notes at 100% of their principal amount together with interest accrued up to, but excluding, the redemption date.

Defeasance and Covenant Defeasance

In general, we expect the following provisions for full defeasance and covenant defeasance described below to apply to the notes if the applicable conditions are satisfied.

Full Defeasance. If there is a change in United States federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the notes. This is called full defeasance. For us to do so, each of the following must occur:

If we ever fully defeased your note, you would have to rely solely on the trust deposit for payments on your note. You would not be able to look to us for payment in the event of any shortfall.

Covenant Defeasance. Under current United States federal tax law, we can make the same type of deposit described above and be released from any restrictive covenants relating to your note. This is called

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covenant defeasance. In that event, you would lose the protection of those restrictive covenants. In order to achieve covenant defeasance for the notes, we must do both of the following:

If we accomplish covenant defeasance on your note, you can still look to us for repayment of your note in the event of any shortfall in the trust deposit. You should note, however, that if one of the remaining events of default occurred, such as our bankruptcy, and your note became immediately due and payable, there may be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

REGISTRATION AND SETTLEMENT

Book-Entry System

The notes are issued in book-entry only form. This means that we will not issue actual notes or certificates to each holder, except in limited circumstances. Instead, the notes will be in the form of a global security held in the name of DTC or its nominee. In order to own a beneficial interest in a note, you must be an organization that participates in DTC or have an account with an organization that so participates. We have applied to list the notes on the Luxembourg Stock Exchange. If the notes are so listed, we will maintain an intermediary agent in Luxembourg to act as intermediary between you and us. The initial intermediary agent is The Bank of New York (Luxembourg) S.A.

No service charge will be made for any registration of transfer or exchange of notes issued in certificated form, but we may require payment of a sum sufficient to cover any related tax, assessment, or other governmental charge. If the notes are listed on the Luxembourg Stock Exchange and are subsequently issued in certificated form, we will appoint a paying and transfer agent in Luxembourg and publish its name in a leading Luxembourg newspaper. Any notes in certificated form may be presented for payment and transfer at the paying and transfer agent’s office while they are outstanding. In addition, upon redemption of the notes, any notes in certificated form and listed on the Luxembourg Stock Exchange may be presented for payment at the offices of the Luxembourg paying and transfer agent for up to two years after the redemption date.

Same Day Settlement and Payment

We will settle the notes in immediately available funds. As long as the notes are represented by global securities, we will make all principal and interest payments in immediately available funds.

Secondary trading in notes and debentures of corporate issuers generally is settled in clearing house or next day funds. In contrast, as long as the notes are represented by global securities registered in the name of DTC or its nominee, the notes will trade in DTC’s Same-Day Funds Settlement System. DTC requires secondary market trading activity in the notes to settle in immediately available funds. This requirement may affect trading activity in the notes.

Except as described in the attached prospectus, owners of beneficial interests in the notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form, and will not be considered the owners or holders of the notes under the Senior Indenture, including for purposes of receiving any reports delivered by us or the trustee under the Senior Indenture. Accordingly, each person owning a beneficial interest in the notes must rely on the

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procedures of the depositary and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, in order to exercise any rights of a holder of notes.

Payment of Principal and Interest

Principal of (and premium, if any) and interest on notes in book-entry form are paid in accordance with the arrangements then in place between the paying agent and DTC or its nominee, as holder. Interest on notes in certificated form generally is paid by check mailed to the holders of the notes on the applicable record date at the address appearing on the security register. Interest is payable on the outstanding principal amount of the notes from, and including, the issue date or last interest payment date to, but excluding, the interest payment date or maturity date. Principal (and premium, if any) and interest payable at the maturity date of a note in certificated form are paid by wire transfer of immediately available funds upon surrender of the note at the corporate trust office of the trustee under the Senior Indenture or the paying agent.

Notices

Any notices required to be delivered to the holders of the notes will be given to DTC and to Euroclear and Clearstream, Luxembourg for communication to their participants. In addition, if the notes are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices will be published in a leading daily newspaper in Luxembourg, which is expected to be the Luxemburger Wort.

If notes are issued in certificated form, notices to holders of the notes also will be given by mail to the addresses of the holders as they appear on the security register. However, until any notes are issued in certificated form, notice by publication in a newspaper may be given to Euroclear and Clearstream, Luxembourg for communication to their participants. However, if the notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, in addition to any other newspaper publication, the notice also will be published in a leading daily Luxembourg newspaper, which is expected to be the Luxemburger Wort.

Any notice published in the Luxemburger Wort or any other leading Luxembourg newspaper shall be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication. Any notice to Euroclear and Clearstream, Luxembourg shall be deemed to have been delivered to their participants on the seventh day after the day on which the notice was given to Euroclear and Clearstream, Luxembourg. If approved for listing, as long as the notes are listed on the Luxembourg Stock Exchange, any change in the Luxembourg paying and transfer agent or intermediary agent will be published in the Luxemburger Wort or any other leading Luxembourg newspaper.

Paying Agent, Security Registrar, and Transfer Agent

Until the notes are paid, we will maintain a paying agent, security registrar, and transfer agent for the notes. Initially, The Bank of New York will serve in each of those capacities. We will appoint and maintain a Luxembourg paying and transfer agent so long as the notes are represented by notes in certificated form and are listed on the Luxembourg Stock Exchange. While the notes are global securities, The Bank of New York (Luxembourg) S.A. is our intermediary agent in Luxembourg.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a brief summary of certain U.S. federal income tax consequences associated with the acquisition, ownership, and disposition of the notes applicable to initial purchasers of notes. The summary is based upon the relevant laws and rules which are now in effect and as they are currently interpreted. However, these laws and rules may be changed at any time, possibly with retroactive effect. This discussion does not deal with the federal tax consequences applicable to all categories of investors. In particular, the discussion does not deal with those of you who may be in special tax situations, such as dealers in securities, insurance companies, financial institutions, or tax-exempt entities. It does not include any description of the tax laws of any state or local governments or any foreign government that may be applicable to the notes or to you as holders of the notes.

Prospective purchasers of the notes are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of acquiring, owning, and disposing of the notes as well as the application of state, local, and foreign income and other tax laws.

United States Persons

Interest payable on the notes generally will be includable as ordinary income in the income of a United States person as received or accrued, in accordance with that holder’s regular method of accounting. If a note is sold or otherwise disposed of, a United States person generally will recognize gain or loss equal to the difference between the amount realized on the disposition (except to the extent attributable to accrued but unpaid interest) and the holder’s tax basis in the note. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the note had been held for more than one year at the time of its disposition.

Non-United States Persons

Principal (and premium, if any) and interest payments that you receive from us or our agent generally will not be subject to U.S. federal tax. However, interest may be subject to a 30% withholding tax (or less under any applicable treaty) if (1) either (a) you do not certify on IRS Form W-8BEN or a successor form to us or our agent, under penalties of perjury, that you are a non-United States person or (b) a securities clearing organization, bank, or other financial institution that holds customer securities in the ordinary course of its trade or business and holds the notes does not certify on IRS Form W-8IMY or a successor form to us or our agent under penalties of perjury that either it or a financial institution has received the required statement from you certifying that you are a non-United States person and furnishes us with a copy of the statement, (2) you actually or constructively owned 10% or more of the total combined voting power of all classes of our stock entitled to vote, (3) you are a controlled foreign corporation for U.S. tax purposes that is related to us (directly or indirectly) through stock ownership, or (4) you are a bank extending credit pursuant to a loan agreement entered into in the ordinary course of your trade or business. If you are claiming benefits under an income tax treaty, you may be required to obtain a taxpayer identification number and to certify your eligibility under the applicable treaty’s limitations on benefits articles. Because the rules may apply differently to different holders, you are urged to consult your own tax advisor regarding the application of the rules to you.

If you are in a trade or business in the United States and interest on a note is effectively connected with the conduct of your trade or business, you may be subject to U.S. federal income tax on that interest in the same manner as if you were a United States person. If you are a foreign corporation, you may also be subject to a branch profits tax equal to 30% of your effectively connected earnings and profits for the taxable year, subject to certain adjustments. Instead of the certification described in the preceding paragraph, if you have effectively connected interest income you must provide the payor with a properly executed IRS Form W-8ECI to claim an exemption from U.S. federal withholding tax.

Except as provided below with respect to backup withholding, you will not be subject to U.S. federal income tax or withholding taxes on any capital gain you realize upon retirement or disposition of a note if (1) the gain is not effectively connected with a U.S. trade or business carried on by you, and (2) you are an individual, and you are not present in the United States for 183 days or more in the taxable year of the retirement or disposition.

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Backup Withholding and Information Reporting

The payment of principal (and premium, if any) and interest are generally subject to information reporting and possibly to “backup withholding.” Information reporting means that the payment is required to be reported to you and to the IRS. Backup withholding means that we (or any paying agent) are required to collect and deposit a portion of your payment with the IRS as a tax payment on your behalf. If applicable, backup withholding will be imposed at a rate of 28%. This rate is scheduled to increase to 31% after 2010.

If you are a United States person (other than a corporation or certain exempt organizations), you may be subject to backup withholding if you do not supply an accurate taxpayer identification number and certify that your taxpayer identification number is correct. You may also be subject to backup withholding if the United States Secretary of the Treasury determines that you have not reported all interest and dividend income required to be shown on your federal income tax return or if you do not certify that you have not underreported your interest and dividend income.

If you are a non-United States person, backup withholding and information reporting will not apply to payments made to you if you have provided the required certification that you are a non-United States person as set forth above, or you otherwise establish an exemption (provided that the payor does not have actual knowledge that you are a United States person or that the conditions of any exemption are not in fact satisfied).

Payments of the proceeds from the sale of notes to or through a foreign office of a broker or the foreign office of a custodian, nominee or other dealer acting on your behalf generally will not be subject to information reporting or backup withholding, unless the broker, custodian, nominee, or other dealer is (1) a United States person, (2) the government of the United States or the government of any State or political subdivision of any State (or any agency or instrumentality of any of these governmental units), (3) a controlled foreign corporation for U.S. tax purposes, (4) a foreign partnership that is either engaged in a U.S. trade or business or whose U.S. partners in the aggregate hold more than 50% of the income or capital interests in the partnership, (5) a foreign person 50% or more of whose gross income for a certain period is effectively connected with a U.S. trade or business, or (6) a U.S. branch of a foreign bank or insurance company. If your broker falls into one of the preceding categories, information reporting (but not backup withholding) generally will be required for payments made to you unless the broker has documentation of your foreign status and the broker has no actual knowledge to the contrary of your status (or you otherwise establish an exemption from information reporting).

Payment of the proceeds from a sale of notes to or through the U.S. office of a broker is subject to information reporting and backup withholding, unless you certify as to your non-United States status or otherwise establish an exemption from information reporting and backup withholding.

Any amounts withheld from your payment under the backup withholding rules would be refundable or allowable as a credit against your U.S. federal income tax liability.

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EMPLOYEE RETIREMENT INCOME SECURITY ACT

A fiduciary of a pension plan or other employee benefit plan (including a governmental plan, an individual retirement account, or a Keogh plan) subject to the Employee Retirement Income Security Act of 1974 (commonly referred to as “ERISA”) should consider fiduciary standards under ERISA under the particular circumstances of that plan before authorizing an investment in the notes. A fiduciary also should consider whether the investment is authorized by, and in accordance with, the documents and instruments governing the plan.

In addition, ERISA and the Internal Revenue Code, or the “Code,” prohibit a number of 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 specified relationships with the plan (“parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code), on the other. If we or one of our affiliates are considered a party in interest or a disqualified person for an ERISA plan, then an investment in the notes by that ERISA plan may give rise to a prohibited transaction unless the notes are acquired under an applicable exemption. Available exemptions include, for example, transactions effected on behalf of a plan by a “qualified professional asset manager” or an “in-house asset manager,” transactions involving insurance company general accounts, transactions involving insurance company pooled separate accounts, and transactions involving bank collective trusts. There are several ways by which we or our affiliates may be considered a party in interest or a disqualified person for 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 for 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 liabilities, and the parties in interest or disqualified persons may 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 is consistent with the terms of the plan and 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.

EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

On June 3, 2003, the European Union Council of Economic and Finance Ministers adopted a directive regarding the taxation of savings income. The directive is scheduled to be applied by member states of the European Union (the “EU”) from a date not earlier than January 1, 2005, provided that certain non-EU countries adopt similar measures from the same date. Under the directive, each EU member state will be required to provide to the tax authorities of another EU member state details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other EU member state. However, Austria, Belgium, and Luxembourg may instead apply a withholding system for a transitional period in relation to these payments, deducting tax at rates rising over time to 35%, unless during that time they elect otherwise. The transitional period will begin on the date from which the directive is to be applied by EU member states, and will terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to these payments.

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UNDERWRITING

We entered into an underwriting agreement dated May 27, 2004 with the underwriters named below. In the underwriting agreement, we have agreed to sell to each of the underwriters and each of the underwriters have agreed to purchase from us the principal amount of the notes shown opposite its name at the public offering price on the cover page of this global prospectus supplement.

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the notes from us, are several and not joint. Those obligations also are subject to the satisfaction of conditions described in the underwriting agreement. The underwriters have agreed to purchase all of the notes if any of them are purchased.

We expect to receive $739,747,500 as proceeds from the sale of notes, before deducting estimated offering expenses of $225,000. The underwriters may sell the notes to certain dealers at the public offering price, less a concession which will not exceed 0.275% of the principal amount of the notes. The underwriters and such dealers may resell the notes to other dealers at a reallowance discount which will not exceed 0.200% of the principal amount of the notes. After the initial offering of the notes, these concessions and reallowance discounts may change.

The maximum commission or discount to be received by any member of the National Association of Securities Dealers, Inc. or independent broker dealer will not be greater than 8% of the initial gross proceeds from the sale of the notes.

The notes will be offered simultaneously in the United States and outside the United States.

Each of the underwriters, severally and not jointly, has represented and agreed that it has not and will not offer, sell, or deliver any of the notes, directly or indirectly, or distribute this global prospectus supplement or the attached prospectus or any other offering material relating to the notes, in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligations on us except as set forth in the underwriting agreement.

In particular, each underwriter has represented and agreed that:

(1)  it has not offered or sold and will not offer or sell any notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the notes except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purpose of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended);

(2)  it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000 (the “FSMA”))

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received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(3)  it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from, or otherwise involving the United Kingdom.

Each underwriter has represented and agreed that it will not offer, sell, transfer, or deliver the notes in or from The Netherlands, as part of their initial distribution or as part of any re-offering, and will not distribute or circulate this global prospectus supplement, the attached prospectus, or any other document in respect of the offering in The Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors, and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession.

The notes are a new issue of securities and have no established trading market. We have applied to list the notes on the Luxembourg Stock Exchange in accordance with the rules of Luxembourg Stock Exchange. We have been informed by the underwriters that they intend to purchase and sell the notes in the secondary market from time to time. However, the underwriters are not obligated to do so, and may discontinue making a market for the notes at any time without giving us notice. There is no assurance that there will be a secondary market for the notes.

In connection with the offering of the notes, the underwriters may engage in over-allotment, stabilizing transactions, and syndicate covering transactions in accordance with Regulation M under the United States Securities Exchange Act of 1934. Over-allotment involves sales in excess of the offering size, which create a short position for the underwriters. The underwriters may enter bids for, and purchase, notes in the open market in order to stabilize the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be. Those activities, if commenced, may be discontinued at any time.

The offer and sale of any notes by Banc of America Securities LLC or any of our other affiliates will comply with the requirements of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. regarding a member firm’s underwriting securities of an affiliate. As required by Rule 2720, any such offer and sale will not be made to any discretionary account without the prior approval of the customer.

Banc of America Securities LLC will make the notes available for distribution on the Internet through a proprietary Web site and/or a third-party system operated by MarketAxess Corporation, an Internet-based communications technology provider. MarketAxess Corporation is providing the system as a conduit for communications for Banc of America Securities LLC and its customers and is not a party to any transactions. MarketAxess Corporation, a registered broker-dealer, will receive compensation from Banc of America Securities LLC based on transactions Banc of America Securities LLC conducts through the system. Banc of America Securities LLC will make the notes available to their customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels.

We expect that delivery of the notes will be made against payment therefor on or about June 8, 2004, which is the seventh business day following the date of this prospectus supplement. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisor in connection with such election.

Banc of America Securities LLC is a broker-dealer and one of our subsidiaries. Following the initial distribution of the notes, our affiliates, including Banc of America Securities LLC, may buy and sell the

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notes in secondary market transactions as part of their business as broker-dealers. Any sale will be at negotiated prices relating to prevailing prices at the time of sale. The information as at the original issue date, original issue price, and net proceeds to us on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale. This global prospectus supplement and attached prospectus may be used by one or more of our affiliates in connection with offers and sales related to secondary market transactions in the notes to the extent permitted by applicable law. Our affiliates may act as principal or agent in such transactions.

Each of the underwriters or its affiliates provides or has provided investment or commercial banking services to us from time to time in the ordinary course of business.

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LISTING OF THE NOTES AND GENERAL INFORMATION

Listing

We have applied to list the notes on the Luxembourg Stock Exchange in accordance with the rules of the Luxembourg Stock Exchange. We do not intend to list the notes on any other securities exchange. Prior to listing, a legal notice relating to the issuance of the notes, our Amended and Restated Certificate of Incorporation and Bylaws, the Senior Indenture, and the underwriting agreement will be deposited with the Trade and Companies Register (Registre de Commerce et des Sociétés) in Luxembourg, where those documents may be inspected and copies obtained upon request.

As long as any of the notes are listed on the Luxembourg Stock Exchange, copies of our Amended and Restated Certificate of Incorporation and Bylaws, the Senior Indenture, the underwriting agreement, and copies of this global prospectus supplement and attached prospectus, and copies of documents referenced under the section “Where You Can Find More Information” in the attached prospectus will be available, free of charge, at the offices of our Luxembourg listing agent, The Bank of New York (Luxembourg) S.A., in Luxembourg.

Incorporation by Reference

We incorporate by reference the documents listed below which were filed with the SEC under the Securities Exchange Act of 1934:

We also incorporate by reference reports that we will file with the SEC prior to the termination of this offering under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, other than those portions furnished under Item 9 or Item 12 of Form 8-K.

As long as the notes are listed on the Luxembourg Stock Exchange, copies of those reports, as well as all future annual, quarterly, and current reports, will be available, free of charge, at the offices of our Luxembourg listing agent, The Bank of New York (Luxembourg) S.A., in Luxembourg.

You may request a copy of any filings referred to above (excluding 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

You should assume that the information appearing in this prospectus is accurate only as of the date of this global prospectus supplement. Our business, financial position, and results of operations may have changed since that date.

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Independent Accountants

The consolidated financial statements contained in our 2003 annual report on Form 10-K have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report.

Authorization

The notes are issued under authority granted by our Board of Directors on January 28, 2004 and by a committee appointed by our Board of Directors effective May 27, 2004.

Material Changes

There has been no material adverse change in our financial position on a consolidated basis since the date of our latest audited financial statements incorporated herein by reference, except as disclosed in this global prospectus supplement or in the documents incorporated by reference.

We are not a party to any legal proceeding which, if determined adversely, would affect materially and adversely our financial position or results of operations or would affect materially and adversely our ability to perform our obligations under the notes or the Senior Indenture.

Governing Law

The notes, the Senior Indenture and the underwriting agreement are governed by, and shall be construed in accordance with, the laws of the State of New York, United States of America.

Clearing Systems

The notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The notes have been assigned Common Code No.: 019388034; International Security Identification No. (ISIN): US060505BM56; and CUSIP No.: 060505 BM 5.

LEGAL OPINIONS

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

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PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION

Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

Charlotte, North Carolina 28255-0065

U.S.A.

INDEPENDENT ACCOUNTANTS OF THE CORPORATION

PricewaterhouseCoopers LLP

214 North Tryon Street

Suite 3600

Charlotte, North Carolina 28202

U.S.A.

TRUSTEE AND

UNITED STATES PAYING

AND TRANSFER AGENT

The Bank of New York

101 Barclay Street

New York, New York 10286

U.S.A.

LEGAL ADVISORS

To the Underwriters:

Morrison & Foerster LLP

1290 Avenue of the Americas

New York, New York 10104

U.S.A.

LISTING AGENT AND INTERMEDIARY AGENT

The Bank of New York (Luxembourg) S.A.

Aerogolf Centre

1A, Hoehenhof

L-1736 Senningerberg

Luxembourg

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PROSPECTUS

$30,000,000,000

Debt Securities, Warrants, Units, Preferred Stock,

Depositary Shares, and Common Stock

We may offer to sell up to $30,000,000,000, or the U.S. dollar equivalent, of: