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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 11-K

(Mark One)

For the fiscal year ended December 31, 2003

OR

For the transition period from                  to                 

Commission File Number 1-6523

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

The Bank of America 401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Bank of America Corporation

Bank of America Corporate Center

Charlotte, NC 28255

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THE BANK OF AMERICA 401(k) PLAN

FINANCIAL STATEMENTS AND

SUPPLEMENTAL SCHEDULES WITH

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2003 AND 2002

MORRIS, DAVIS & CHAN LLP

Certified Public Accountants

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The Bank of America 401(k) Plan

Index to Financial Statements and Supplemental Schedules

December 31, 2003 and 2002

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REPORT AND CONSENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Plan Participants and Plan Administrator

The Bank of America 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of The Bank of America 401(k) Plan (the Plan), as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets as of December 31, 2003, and reportable transactions for the year ended December 31, 2003, are presented for the purpose of complying with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In addition, we consent to the incorporation by reference in Registration Statement number 2-80406 on Form S-8 of Bank of America Corporation filed with the Securities and Exchange Commission of our report on the financial statements and supplemental schedules included in the Annual Report on Form 11-K of the Plan for the year ended December 31, 2003.

/s/ Morris, Davis & Chan

June 11, 2004

Oakland, California

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The Bank of America 401(k) Plan

Statements of Net Assets Available for Benefits

December 31, 2003 and 2002

The accompanying notes are an integral part of these financial statements.

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The Bank of America 401(k) Plan

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2003 and 2002

The accompanying notes are an integral part of these financial statements.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

The following description of The Bank of America 401(k) Plan (the Plan), is provided for general information purposes only. Participants should refer to the Associate Handbook for a more complete description of applicable Plan provisions. Other Plan provisions may also apply to participants from predecessor plans assumed by Bank of America Corporation (the Corporation) and merged into the Plan.

Plan Sponsor and Participating Employers

The Corporation is the Plan sponsor. Participating employers in the Plan include the Corporation and certain of the Corporation’s principal subsidiaries.

General

The Plan is a defined contribution plan for employees of the Corporation and participating subsidiaries. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). All employees are eligible to make pre-tax contributions the first day of the month after completing 1 full month of service (not including the month employment begins), and are eligible to receive company matching contributions after completing 12 months of service. Any pre-tax contributions made prior to completing 12 months of service are not eligible for the company matching contribution. After-tax contributions are not permitted.

The Plan is administered by the Bank of America Corporation Corporate Benefits Committee (the Committee). The Board of Directors of the Corporation has the right at any time to remove any member of the Committee. Members of the Committee serve without compensation and act by majority vote. The Committee has overall responsibility for the operation and administration of the Plan including the power to construe and interpret the Plan, decide all questions that arise thereunder, and to delegate responsibilities.

All assets of the Plan are held in the trusts formed as part of the Plan. The assets of the Plan are held and invested in either the Principal Trust or the Leveraged Trust. The company matching contributions common and preferred stock accounts, and certain shares of the Corporation’s common stock which are not yet allocated to participant accounts, are held in the Leveraged Trust, formerly known as the ESOP Trust. The Principal Trust, formerly known as the Investment Trust, holds all other assets of the Plan.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Investment Alternatives

The Plan currently provides participants with 19 investment alternatives: the Nations Value Fund, the Nations Bond Fund, the Nations LargeCap Index Fund, the Nations International Equity Fund, the Stable Capital Fund, the Bank of America Corporation Common Stock Fund, the Nations Marsico Focused Equities Fund, the Nations SmallCap Index Fund, the Nations MidCap Index Fund, the Nations LifeGoal^® Income and Growth Portfolio, the Nations LifeGoal^® Balanced Growth Portfolio, and the Nations LifeGoal^® Growth Portfolio. In 2003, the Batterymarch U.S. Small Capitalization Equity Portfolio, the Western Asset Core Bond Portfolio, the Vanguard^® Total Stock Market Index Fund, the Dodge & Cox Stock Fund, the Growth Fund of America^®, the Fidelity Diversified International Fund and the Fidelity Real Estate Investment Portfolio were introduced as additional investment alternatives.

Participants may elect to modify existing investment allocations on a daily basis.

In addition, the Plan includes a Loan Fund and a Segregated Fund which are not available for additional participant investments. The Loan Fund consists of loans made to participants from acquired plans. The Segregated Fund consists of the segregated investments and accounts of certain participants of the former NationsBank Texas Plan.

Company matching contributions in stock, or in cash which is used to purchase stock, are not available for allocation to alternative investments by participants until they reach age 55 and are fully vested. In accordance with the American Institute of Certified Public Accountants Statement of Position Number 99-3, “Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters”, information related to the net assets and changes in net assets for the non-participant directed shares of Bank of America Corporation common and preferred stock is presented in Notes 9 and 10.

Plan Trustees

Bank of America N.A. is the trustee of the Principal Trust (Principal Trustee) under the Plan. State Street Bank & Trust Company is the trustee of the Leveraged Trust (Leveraged Trustee) which contains employer securities including Bank of America Corporation Common Stock and Bank of America Corporation ESOP Preferred Stock, Series C.

Contributions

The Plan provides for participant contributions through salary deductions ranging from 1% to 15% of base pay, overtime pay, shift differential pay, vacation and holiday pay, short-term disability benefits, and commissions, bonuses or other incentive pay designated by the Committee. In accordance with federal law annual pre-tax contributions for 2003 and 2002 were limited to $12,000 and $11,000, respectively. Employees are permitted to change their contribution rate in multiples of 1% on a daily basis.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Contributions (Continued)

The Plan provides for an annual company matching contribution, which is based on the participant’s pre-tax contributions of their plan-eligible compensation for the Plan year. A participant must be employed by the Corporation on the last business day of the year in order to receive a matching contribution, unless during the year the participant retires, dies, becomes disabled, or terminates employment due to certain divestitures or workforce reductions. The Plan provides for a 100% company matching contribution for every $1 a participant contributes to the Plan, up to 5% of plan-eligible compensation. Company matching contributions are made in Bank of America Corporation Common Stock using the average month-end closing price for the year and adding in shares that would have been bought with dividends throughout the year. The Corporation makes periodic contributions based on its estimated annual contribution. Such contributions are subject to adjustment at December 31 of each year to give effect to forfeitures, which reduce the required company contribution.

Employer contributions include forfeitures and additional contributions made in the form of cash or Bank of America Corporation Common Stock. Pursuant to the Plan provisions, the total employer contribution calculated had a fair value of $228,033,829 and $209,932,283 for 2003 and 2002, respectively. After consideration of the release of unallocated shares, forfeitures, and dividends applied, the actual cash remitted by the Corporation was $205,135,885 and $198,438,352 for 2003 and 2002, respectively.

Participant Accounts

Each participant’s account is credited with the allocation of their contribution semi-monthly and with an annual allocation of the Corporation’s contributions. If a separation from service occurs, the participant’s account is credited with an allocation of the Corporation’s contribution as of the earlier of the date of distribution of the participant’s account or the annual allocation date if the separation from service was due to retirement, death, disability, or certain divestitures or workforce reductions. Earnings for all funds are allocated to a participant’s account on a daily basis, based on the participant’s account balance in relation to the total fund balance. Participants may elect to have the dividends earned on the Corporation’s stock allocated to their accounts, paid directly in cash or reinvested in the Plan.

Vesting of Benefits

Each participant is 100% vested in the participant’s pre-tax and rollover contributions to the Plan as well as earnings thereon. Company matching contributions vest 20% for each 12 months of vesting service and are 100% vested after completing 5 years of vesting service.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Vesting of Benefits (Continued)

Additionally, a participant becomes 100% vested in the matching contributions from the Corporation, regardless of the years of service, if during employment the participant reaches age 65, retires, dies, or becomes disabled under the Long-Term Disability benefits component of the Corporation’s Group Benefits Program, or terminates employment due to certain divestitures or workforce reductions.

Payment of Benefits

While still in service, participants in the Plan may generally withdraw previous employee and employer vested contributions as follows:

Certain other in-service distributions are permitted as provided for by plan provisions of predecessor plans merged with the Plan.

Following a participant’s death, disability, retirement or other separation from service, all vested amounts held in the Plan for a participant’s benefit are payable in a single lump sum in cash, unless the participant requests to receive all or a portion of his/her account balance in shares of Bank of America Corporation Common Stock. Participants may elect to transfer a part or all of their vested Plan balance to increase their monthly annuity payment under The Bank of America Pension Plan (the Pension Plan) if they retire under the Corporation’s retirement policy and their vested balances in both the Pension Plan and this Plan exceed $5,000. The Pension Plan is a defined benefit cash balance plan providing retirement benefits to eligible employees.

Loans to Participants

The current Plan does not permit new loans to participants.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Significant accounting policies of the Plan are summarized below:

Accounting Methods

The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Revenues are recognized as earned. Expenses are recorded as incurred.

Management Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of Plan assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of Plan additions and deductions during the reporting period. Actual results could differ from those estimates.

Valuation of Investments

Collective investment funds are valued at the net asset value of the fund units owned.

The Plan’s investment in Bank of America Corporation ESOP Convertible Preferred Stock, Series C (ESOP Preferred Stock) is valued on the basis of an independent valuation by Duff & Phelps Financial Consulting Co.

Mortgage notes receivable, certificates of deposit, annuity contracts and cash equivalents are valued at face value which approximates fair value as determined in good faith by Bank of America, N.A. the Principal Trustee, a wholly-owned indirect subsidiary of the Corporation.

Participant loans are valued at cost, which approximates market as determined in good faith by the Principal Trustee.

Investment contracts are stated at contract value (principal plus accrued interest). The terms of the majority of the contracts are benefit responsive, providing a guarantee by the issuer to pay principal plus accrued interest in response to benefit-related requests for payment. The average yield and crediting interest rates on such investments were approximately 5% and 6% for 2003 and 2002, respectively.

All other investments are valued at fair value as of the end of the Plan year, based on quoted market prices. The fair market values of investments that do not have readily ascertainable market values have been estimated by the Principal Trustee.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Investment Transactions

Realized gains or losses on investment transactions are recorded as the difference between proceeds received and cost.

Cost is determined on the average cost basis, except for Bank of America Corporation Common Stock, which is determined based on the aggregate participant level average cost basis.

Net appreciation (depreciation) in fair value of investments includes the reversal of previously recognized appreciation (depreciation) related to investments sold during the period.

Investment securities purchased and sold are recorded on a trade date basis.

Plan Expenses

Leveraged Trustee fees, Principal Trustee direct expenses, some professional fees and certain administrative fees for associate communication and services, record-keeping and benefit payment services are paid by the Plan. These expenses are allocated pro rata to the Plan’s investment funds.

Other administrative expenses and some professional fees are paid by the Corporation.

Investment Management

The Plan provides 19 investment alternatives to participants including certain portfolios of the Nations Fund mutual fund family, which is sub-advised by Banc of America Capital Management, LLC (BACAP), Marsico Capital Management, LLC (MCM), and certain unaffiliated investment advisors. BACAP and MCM are affiliates of the Corporation. The Nations International Equity Fund was sub-advised by another affiliate of the Corporation, Gartmore Global Partners (GGP) through January 15, 2002, when replaced by MCM. The Stable Capital Fund is managed by an unaffiliated investment advisor, Standish Mellon Asset Management Company LLC, formerly known as Certus Asset Advisors Corporation.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Included in the Schedule of Assets, is a complete listing of the Plan’s investments at December 31, 2003. Investments at December 31, 2003 and 2002 that represent 5 percent or more of the Plan’s net assets available for benefits include the following:

On March 5, 1998, the Plan Sponsor was informed by a letter from the Internal Revenue Service (IRS) that the Plan was designed in accordance with applicable sections of the Internal Revenue Code (IRC). Subsequent to this issuance of the determination letter, the Plan was amended. The Plan Sponsor has requested an updated determination letter.

The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. The Plan Administrator is not aware of any actions or events that have occurred that might disqualify the Plan from qualification under the IRC; thus, no provision for income taxes has been reflected in the accompanying financial statements.

Under present federal income tax laws, a participating employee will not be subject to federal income taxes on the contributions by the employer, or on the interest, dividends or profits on the sale of investments received by the trustee, until the participating employee’s account is distributed.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

The Plan’s investments, by investment category, appreciated (depreciated) in value for the years ended December 31, as follows:

Although it has not expressed any intention to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan terminates, the total amounts credited to the accounts of each participant become fully vested and nonforfeitable.

The Plan holds investments in various portfolios of Nations Funds, collectively, the Nations Fund Family, for which BACAP, MCM and GGP, pursuant to sub-advisory agreements with Banc of America Advisors, LLC, act as advisors. Effective January 15, 2002, GGP was replaced by MCM. Separate investment management fees are not charged to the Plan by the Corporation, rather the portfolios of the Nations Fund family bear investment advisory fees charged by the advisors. Subsidiaries of the Corporation act as the trustee and sponsor for such funds.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

Investment units and shares of Nations Funds are purchased at net asset value. The investments held at December 31, 2003 and 2002 were as follows:

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

At December 31, 2003 and 2002, the Plan held investments in the Bank of America Corporation Common Stock valued at $3,583,622,672 and $3,092,052,285, respectively. The Plan held an investment in the Bank of America Corporation ESOP Convertible Preferred Stock of $170,500,687 and $157,647,312 at December 31, 2003 and 2002, respectively.

For the years ended December 31, 2003 and 2002, the Plan paid direct expenses to the Principal Trustee totaling $259,874 and $249,385, respectively.

The calculation of unrealized appreciation/(depreciation) and realized gains/(losses) differs for financial reporting purposes and the reporting under ERISA. ERISA requires that realized and unrealized gains and losses be determined using the revalued cost method. The revalued cost method requires that the cost basis of all investments be adjusted to their fair value at the beginning of the Plan year. The revalued cost method results in the same aggregate realized and unrealized gain or loss as that determined under GAAP, but results in a different amount for each of the realized and unrealized components. Under ERISA guidelines, unrealized appreciation/(depreciation) and realized gains/(losses) for the year ended December 31, 2003 were $601,436,424 and $326,030,587, respectively, and were $(263,293,024) and $234,687,391, respectively, for the year ended December 31, 2002.

Benefit obligations payable to participants at December 31, 2003 and 2002 are reflected as Plan liabilities in the Form 5500 but are not included as Plan liabilities in the statement of net assets available for benefits.

The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

The following is a reconciliation of benefits paid to Plan participants according to the financial statements to Form 5500:

Benefit obligations payable and related benefits paid are recorded on Form 5500 for those claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. For financial statement purposes, such amounts are not recorded until paid.

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

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The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2003 and 2002

The BEST Plan, a predecessor plan, is the subject of certain litigation involving change of control provisions contained in the predecessor plan document. These actions seek relief, which would require the Plan Sponsor to make additional contributions to the Plan on behalf of the predecessor plan participants. While the outcome of these actions cannot be predicted, management believes there are substantial defenses to the claims asserted.

On October 27, 2003, Bank of America Corporation and FleetBoston Financial Corporation announced a definitive agreement to merge. The merger became effective on April 1, 2004.

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The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2003

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The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2003

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The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2003

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The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2003