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This pricing supplement, which is not complete, relates to an effective Registration Statement under the Securities Act of 1933. We may not sell the notes until we deliver a final pricing supplement. This pricing supplement is not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-112708

Pricing Supplement No.         

Preliminary Pricing Supplement - Subject to Completion

(To Prospectus dated April 14, 2004

and Prospectus Supplement dated April 15, 2004)

November 2, 2004

$                        

Minimum Return Equity Appreciation Growth LinkEd Securities “Index EAGLES^®,” due November     , 2009, Linked to the S&P 500^® Index

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., Fleet National Bank, or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and involve investment risks. Potential purchasers of the notes should consider the information in “ Risk Factors” beginning on page PS-17.

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     , 2004 against payment in immediately available funds.

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Index EAGLES^® is our federal service mark registration.

“Standard & Poor’s^®,” “S&P^®,” “S&P 500^®,” “Standard & Poor’s 500,” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by us. The notes are not sponsored, endorsed, sold, or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the notes.

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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 S&P 500^® Index. 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 in this pricing supplement 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, the accompanying prospectus supplement, and the 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 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 issued by 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     , 2009. 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 interest payments. Instead, at maturity you will receive (a) your principal amount, plus (b) an additional amount called the “Supplemental Redemption Amount,” as described below. The notes have been designed for investors who are willing to forgo market interest rates on their investment, such as fixed interest rates paid on conventional non-callable debt securities.

Will you receive your principal at maturity?

Yes.  If you hold the notes until maturity, you will receive, at a minimum, your principal amount and a Supplemental Redemption Amount. However, if you attempt to sell the notes

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prior to maturity, you may find that the market value of the notes is less than the principal amount of the notes.

How much will you receive at maturity?

At maturity, you will receive the principal amount of the notes. You also will receive the Supplemental Redemption Amount, which will not be less than a total of 5.00% of the principal amount of the notes at maturity. We call this minimum amount the “Minimum Supplemental Redemption Amount.” The Supplemental Redemption Amount will be based upon the performance of the S&P 500^® Index during the term of the notes and will be determined by the calculation agent in the manner described below.

The calculation agent will determine the Supplemental Redemption Amount, which will not be less than the Minimum Supplemental Redemption Amount, by reference to the periodic returns of the S&P 500^® Index during the following 20 “Reference Periods”:

We expect to price the notes on November 9, 2004, or the “Pricing Date.” The Pricing Date is the first day of the first Reference Period. If we price the notes on any other day, the scheduled Reference Periods above will be adjusted accordingly, and you will be notified of the changes in the final pricing supplement. On the Pricing Date, the calculation agent will determine the closing level of the S&P 500^® Index.

We refer to the last day of each Reference Period as a “Reset Date.” On each Reset Date, the calculation agent will determine the “Periodic Return” of the S&P 500^® Index for the Reference Period then ended by applying the following formula. The result will be rounded to the nearest ten-thousandth of a decimal place and then expressed as a percentage:

Ending Level - Starting Level

Starting Level

The “Starting Level” for the initial Reference Period will be the closing level of the S&P 500^® Index on the Pricing Date, and the “Starting Level” for each subsequent Reference Period is the Ending Level for the immediately preceding Reference Period. The “Ending Level” for each Reference Period is the closing level of the S&P 500^® Index on the applicable Reset Date, or if that day is not a Business Day (as defined below), the closing level of the S&P 500^® Index on the next following Business Day. The “closing level” of the S&P 500^® Index on any Business Day means the level of the S&P 500^® Index at the regular official weekday close of any and all relevant exchanges and/or markets.

Except for the payment of the principal amount and the Minimum Supplemental Redemption Amount at maturity, you will be exposed to unlimited declines in the Periodic Return for any Reference Period. On the Pricing Date, we will set a cap of     %, or the “Return Cap,” which will limit any increases in the Periodic Return of the S&P 500^® Index to that rate. For any Reference Period in which the Periodic Return is greater than the Return Cap, the Periodic Return for that Reference Period will be

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deemed to be the Return Cap, and for that Reference Period you will receive only the benefit of the increase in value up to the Return Cap.

The Index Return

After the close of the market on the last Reset Date, the calculation agent will determine the Supplemental Redemption Amount, which will not be less than the Minimum Supplemental Redemption Amount, based on the following formula:

Principal Amount x Index Return

The “Index Return” is the compounded value of the 20 Periodic Returns computed in the following manner:

[The product of (1.00 + the Periodic Return) for each Reference Period] - 1.00

The Index Return will be rounded to the nearest ten-thousandth and then expressed as a percentage.

The Supplemental Redemption Amount will be calculated after the close of the market on the last Reset Date. The period of time between the last Reset Date and the maturity date is not part of a Reference Period, and, therefore, changes in the S&P 500^® Index during that period will not affect the Supplemental Redemption Amount payable to you at maturity. If these calculations produce a Supplemental Redemption Amount that is less than the Minimum Supplemental Redemption Amount, we will pay you a Supplemental Redemption Amount equal to the Minimum Supplemental Redemption Amount.

The notes provide less opportunity for appreciation than an investment tied directly to the performance of the S&P 500^® Index because the Return Cap limits the appreciation in the S&P 500^® Index used to calculate the Periodic Return. Because of the Return Cap, the Index Return cannot be more than approximately         % (a maximum value that represents an increase of the S&P 500^® Index up to the Return Cap for each Reference Period).

You should consider the possibility that an investment in the notes will not result in a gain above the Minimum Supplemental Redemption Amount even if the level of the S&P 500^® Index increases during one or more Reference Periods or even if the level of the S&P 500^® Index as of the final scheduled Reset Date is greater than the level of the S&P 500^® Index on the Pricing Date.

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Examples

The Index Return depends on the closing level of the S&P 500^® Index as of each Reset Date. Because the closing level of the S&P 500^® Index may be subject to significant variations over the term of the notes, it is not possible to present a chart or table illustrating a complete range of possible payments on the maturity date. The examples of hypothetical payment calculations that follow are intended to illustrate the effect of general trends in the level of the S&P 500^® Index on the Supplemental Redemption Amount payable at maturity for each $1,000 principal amount of the notes. Because these examples are based on hypothetical terms and assumptions, such as the hypothetical specific closing levels of the S&P 500^® Index as of the indicated Reset Dates, a hypothetical initial Starting Level, and a hypothetical Return Cap, which may not reflect the actual terms of the notes or the performance of the S&P 500^® Index during the term of the notes, the returns set forth in the tables may not reflect the actual returns. Each of the hypothetical examples is based upon:

In each example set forth below, for any Reference Period where the indicated Periodic Return is in excess of 6.25%, the Periodic Return for that Reference Period used in the calculation of the Index Return shall be the hypothetical Return Cap of 6.25%. The S&P 500^® Index levels illustrated in each example have been rounded to the nearest whole number. The pretax annualized rates of return in each example assume that the notes were purchased in the original public offering and are calculated on the basis of a 360-day year of twelve 30-day months, with annual compounding.

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Example 1:  The closing level of the S&P 500^® Index as of the final scheduled Reset Date is greater than its closing level as of the Pricing Date and the appreciation of the S&P 500^® Index, or the Periodic Return, is 2.00% (an amount less than the hypothetical Return Cap) during each Reference Period throughout the term of the notes:

Index Return = [(1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x

(1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x

(1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x (1.00+0.02) x

(1.00+0.02) x (1.00+0.02) x (1.00+0.02)] minus 1.00 = 0.4859 or 48.59%

Supplemental Redemption Amount = $1,000.00 x 0.4859 = $485.90

Total Payment at Maturity = $1,000.00 + $485.90 = $1,485.90 per note

Pretax annualized rate of return:  8.25%

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Example 2:  The closing level of the S&P 500^® Index as of the final scheduled Reset Date is greater than its closing level as of the Pricing Date and the appreciation of the S&P 500^® Index, or the Periodic Return, is 6.25% (an amount equal to the hypothetical Return Cap) during each Reference Period throughout the term of the notes:

Index Return = [(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625)] minus 1.00 = 2.3619 or 236.19%

Supplemental Redemption Amount = $1,000.00 x 2.3619 = $2,361.90

Total Payment at Maturity = $1,000.00 + $2,361.90 = $3,361.90 per note

Pretax annualized rate of return:  27.48%

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Example 3:  In this example, for the Reference Periods where the Periodic Returns are in excess of 6.25%, the Periodic Returns for those Reference Periods used in the calculation of the Index Return shall be the hypothetical Return Cap of 6.25%. The closing level of the S&P 500^® Index as of the final scheduled Reset Date is greater than its closing level as of the Pricing Date and the appreciation of the S&P 500^® Index, or the Periodic Return, is 8.25% (an amount greater than the hypothetical Return Cap) during each Reference Period throughout the term of the notes:

Index Return = [(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625)] minus 1.00 = 2.3619 or 236.19%

Supplemental Redemption Amount = $1,000.00 x 2.3619 = $2,361.90

Total Payment at Maturity = $1,000.00 + $2,361.90 = $3,361.90 per note

Pretax annualized rate of return:  27.48%

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Example 4:  The closing level of the S&P 500^® Index as of the final scheduled Reset Date is less than the closing level of the S&P 500^® Index as of the Pricing Date, and the Periodic Return declined steadily throughout the term of the notes:

Index Return = [(1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x

(1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x

(1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x

(1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x (1.00+ -0.02) x

(1.00+ -0.02)] minus 1.00 = -0.3324 or -33.24%

Supplemental Redemption Amount = $50.00, the Minimum Supplemental Redemption Amount

Total Payment at Maturity = $1,000.00 + $50.00 = $1,050.00 per note

Pretax annualized rate of return:  0.98%

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Example 5:  The closing level of the S&P 500^® Index as of the final scheduled Reset Date is less than the closing level of the S&P 500^® Index as of the Pricing Date, and the Periodic Return fluctuated during the term of the notes, increasing in one half of the Reference Periods and decreasing in the other one half of the Reference Periods:

Index Return = [(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+0.0625) x (1.00+ -0.10) x (1.00+ -0.10) x (1.00+ -0.10) x (1.00+ -0.10) x

(1.00+ -0.10) x (1.00+ -0.10) x (1.00+ -0.10) x (1.00+ -0.10) x (1.00+ -0.10) x

(1.00+ -0.10)] minus 1.00 = -0.3607 or –36.07%

Supplemental Redemption Amount = $50.00, the Minimum Supplemental Redemption Amount

Total Payment at Maturity = $1,000.00 + $50.00 = $1,050.00 per note

Pretax annualized rate of return:  0.98%

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Example 6:  The closing level of the S&P 500^® Index as of the final scheduled Reset Date is greater than the closing level of the S&P 500^® Index as of the Pricing Date, and the Periodic Return fluctuated during the term of the notes, increasing in one half of the Reference Periods and decreasing in the other one half of the Reference Periods, with the magnitude of the increases being significantly greater than the magnitude of the decreases:

Index Return = [(1.00+0.0625) x (1.00+0.0625) x (1.00+ -0.05) x (1.00+ -0.05) x

(1.00+0.0625) x (1.00+0.0625) x (1.00+ -0.05) x (1.00+ -0.05) x (1.00+ -0.05) x

(1.00+ -0.05) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x (1.00+0.0625) x

(1.00+ -0.05) x (1.00+ -0.05) x (1.00+ -0.05) x (1.00+ -0.05) x (1.00+0.0625) x

(1.00+0.0625)] minus 1.00 = 0.0978 or 9.78%

Supplemental Redemption Amount = $1,000.00 x 0.0978 = $97.80

Total Payment at Maturity = $1,000.00 + $97.80 = $1,097.80 per note

Pretax annualized rate of return:  1.89%

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Example 7:  In this example, for the Reference Periods where the Periodic Returns are in excess of 6.25%, the Periodic Returns for those Reference Periods used in the calculation of the Index Return shall be the hypothetical Return Cap of 6.25%. The closing level of the S&P 500^® Index as of the final scheduled Reset Date is greater than the closing level of the S&P 500^® Index as of the Pricing Date, and the Periodic Return fluctuated during the term of the notes, increasing in three-fourths of the Reference Periods and decreasing in the other one-fourth, with a wide variance in the magnitude of the increase:

Index Return = [(1.00+0.03) x (1.00+0.03) x (1.00+ -0.20) x (1.00+ 0.0625) x

(1.00+0.03) x (1.00+0.03) x (1.00+ -0.20) x (1.00+0.0625) x (1.00+0.03) x

(1.00+0.03) x (1.00+ -0.20) x (1.00+0.0625) x (1.00+0.03) x (1.00+0.03) x

(1.00+ -0.20) x (1.00+0.0625) x (1.00+0.03) x (1.00+0.03) x (1.00+ -0.20) x

(1.00+0.0625)] minus 1.00 = -0.4037 or -40.37

Supplemental Redemption Amount = $50.00, the Minimum Supplemental Redemption Amount

Total Payment at Maturity = $1,000.00 + $50.00 = $1,050.00 per note

Pretax annualized rate of return:  0.98%

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Who will determine the Supplemental Redemption Amount and the amounts due at maturity?

A calculation agent will make all the calculations associated with determining the Supplemental Redemption Amount and the amounts due 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.”

Who publishes the S&P 500^® Index and what does the S&P 500^® Index measure?

The S&P 500^® Index is published by Standard & Poor’s^®, a division of The McGraw-Hill Companies, Inc., or “S&P^®,” and is intended to provide an indication of the pattern of common stock price movement. The level of the S&P 500^® Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. In September 2004, S&P^® announced that it would transition the S&P 500^® Index to a full float-adjusted weighted index. The float-adjusted methodology will exclude blocks of stocks that do not publicly trade, such as significant blocks held by affiliates and governments.

How has the S&P 500^® Index performed historically?

There has been significant volatility in the S&P 500^® Index. The table on page PS-30 shows the quarterly performance of the S&P 500^® Index for the calendar years 1999, 2000, 2001, 2002, and 2003, the first, second, and third calendar quarters of 2004, and the fourth calendar quarter of 2004 through November 2, 2004. However, it is not possible to accurately predict how the S&P 500^® Index or the notes will perform in the future. Past performance of the S&P 500^® Index is not necessarily indicative of future results for any other period.

How will I be able to find the S&P 500^® Index level?

You can obtain the S&P 500^® Index level from the Bloomberg^® service under the symbol “SPX,” the S&P^® website, www.standardandpoors.com, as well as from The New York Times, The Wall Street Journal, and the Financial Times.

Will I have an interest in the stocks that are included in the S&P 500^® Index?

No, an investment in the notes does not entitle you to any ownership interest, including any voting rights, dividends paid or other distributions, in the stocks of the companies included in the S&P 500^® Index.

Who are the selling agents for the notes?

Our affiliates, BAS and Banc of America Investment Services, Inc., or “BAI,” are acting as our 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 the agents is your fiduciary or advisor, and you should not rely upon any communication from any of the agents 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 advisors.

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How are the notes being offered?

BAS and BAI are offering the notes, as agents, 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 jurisdiction other than the United States.

Are the notes exchange-traded funds?

No, the notes are not part of an exchange-traded fund. The value of the notes will not rise or fall at the same rate, or in the same manner, as the S&P 500^® Index. We do not expect the notes to trade with the same volume or liquidity as certain exchange-traded funds.

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

For United States federal income tax purposes, the notes are classified as debt instruments that provide for contingent interest. As a result, the notes are considered to be issued with original issue discount, or “OID.”

You will be required to pay taxes on the notes over their term based upon an estimated yield for the notes, even though you will not receive any payments until maturity. We have determined this estimated yield in accordance with regulations issued by the United States Treasury Department, solely in order for you to determine the amount of taxes that you will owe each year as a result of your ownership of the notes. This estimated yield is neither a prediction nor a guarantee of what the actual Supplemental Redemption Amount will be, or whether the actual Supplemental Redemption Amount will exceed the Minimum Supplemental Redemption Amount. We have determined that this estimated yield will equal         % per annum, compounded annually.

Additionally, you generally will be required to recognize ordinary income on any gain realized on a sale, upon maturity, or other disposition of the notes. See the section entitled “United States Federal Income Tax Summary.”

If you are a Non-United States Holder, 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 required completed tax forms.

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 the Reset Dates and the stated maturity date be postponed if a Market Disruption Event occurs?

Yes.  If the calculation agent determines that, on any Reset Date, a Market Disruption Event (as defined below) has occurred or is continuing, that Reset Date 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 closing level of the S&P 500^® Index on that new Reset Date. If any scheduled Reset Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, that day nevertheless will be the Reset Date. If the closing level of the S&P 500^® Index 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

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estimate of the closing level of the S&P 500^® Index based on its assessment, made in its sole discretion, of the level of the S&P 500^® Index at that time. If the last scheduled Reset Date 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.”

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 to 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, or that a prohibited transaction class exemption (“PTCE”) exists.

Are there any risks associated with my investment?

Yes, an investment in the notes is subject to risk. Please refer to the section entitled “Risk Factors” in this pricing supplement and page S-3 of the attached prospectus 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 significant elements of the notes or financial matters in general.

Your yield may be less than the yield on a conventional debt security of comparable maturity.  There will be no periodic payments of interest on the notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. Instead, the rate of return primarily is based on the future performance of the S&P 500^® Index. We cannot assure you that the Index Return will be positive. If the Index Return is less than         %, the Supplemental Redemption Amount to be paid at maturity will be the Minimum Supplemental Redemption Amount. Under such circumstances, you will receive only the principal amount and the Minimum Supplemental Redemption Amount at maturity. Any yield on your investment above the principal amount of your note may be less than the overall return you would earn if you purchased a conventional debt security with the same maturity date. Your investment may not reflect the full opportunity cost to you when you consider factors that affect the time value of money.

Your investment return is limited and may be less than a comparable investment in a S&P 500^® Index fund or the S&P 500^® Index stocks directly.  If the level of the S&P 500^® Index declines during any Reference Period during the term of the notes, the Periodic Return for that Reference Period will be less than zero. The Index Return is based on the compounded value of the Periodic Returns during the 20 Reference Periods. This has a cumulative negative effect as the number of negative Periodic Return values increases prior to the maturity date of the notes. The likelihood that you will receive only the principal amount and the Minimum Supplemental Redemption Amount increases as the number of negative Periodic Return values increases and as the decline in the level of the S&P 500^® Index in any Reference Period increases. You may receive only the principal amount and the Minimum Supplemental Redemption Amount even if the level of the S&P 500^® Index increases during one or more Reference Periods during the term of the notes or if the level of the S&P 500^® Index as of the final scheduled Reset Date exceeds the level of the S&P 500^® Index on the Pricing Date. In fact, if the S&P 500^® Index declines in any single Reference Period by approximately         % or more, you will receive only the Minimum Supplemental Redemption Amount, regardless of the amount of the increases in the S&P 500^® Index in other Reference Periods. In that case, at maturity, you would receive only the principal amount of the notes and the Minimum Supplemental Redemption Amount. See the section entitled “Description of the Notes – Payment at Maturity; Supplemental Redemption Amount.” In addition, due to the Return Cap, the return on your investment in the notes may not fully reflect any increase in the market values of the stocks included in the S&P 500^® Index. Finally, a direct investment in a S&P 500^® Index fund or the stocks directly would allow you to receive the full benefit of any appreciation in the price of the shares, as well as in any dividends paid by or distributions made on those shares.

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.

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To the extent that BAS engages in any market-making activities, it may bid for or offer notes. Any price at which BAS may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models that may be used by BAS, whether as a result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade in the market.

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, 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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may result in greater market volatility. This volatility may increase the risk that the Index Return will be zero or negative, thus negatively affecting the market value of the notes and your yield.

In general, assuming all relevant factors are held constant, we expect that the effect on the trading value of the notes of a given change in most of the factors listed above will be less if it occurs later in the term of the notes than if it occurs earlier in the term of the notes. However, we expect that the effect on the trading value of the notes of a given change in the level of the S&P 500^® Index will be greater if it occurs later in the term of the notes than if it occurs earlier in the term.

Changes in our credit ratings are expected to affect the value of the notes.  Our credit ratings are an assessment by ratings agencies 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 percentage increase in the value of the S&P 500^® Index, an improvement in our credit ratings will not reduce the other investment risks related to the notes.

Hedging activities may affect the Supplemental Redemption Amount and the market value of the notes.  Hedging activities we or one or more of our affiliates, including the agents, may engage in may affect the level of the S&P 500^® Index and, accordingly, increase or decrease the market value of the notes prior to maturity and the Supplemental Redemption Amount you would receive at maturity. In addition, we or one or more of our affiliates, including the agents, may purchase or otherwise acquire a long or short position in the notes. We or one of our affiliates, including the agents, may hold or resell the notes. Although we have no reason to believe that any of those activities will have a material impact on the level of the S&P 500^® Index, we cannot assure you that these activities will not affect that level and the market value of the notes prior to maturity or the Supplemental Redemption Amount payable at maturity.

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You have no shareholder rights, no rights to receive any shares of the S&P 500^® Index stocks, and are not entitled to dividends or other distributions on the S&P 500^® Index.  The notes are our debt securities. They are not equity instruments or shares of stock. Investing in the notes will not make you a holder of any of the S&P 500^® Index stocks. You will not have any voting rights, any rights to receive dividends or other distributions, or any other rights with respect to those stocks. As a result, the return on your notes may not reflect the return you would realize if you actually owned the stocks included in the S&P 500^® Index and received the dividends paid or other distributions made in connection with those stocks. Your notes will be paid in cash and you have no right to receive delivery of any S&P 500^® Index stocks.

Although our common stock is a component of the S&P 500^® Index, we are not affiliated with any other S&P 500^® Index company and are not responsible for any disclosure by any other S&P 500^® Index company.  While we currently, or in the future, may engage in business with companies represented by constituent stocks of the S&P 500^® Index, neither we nor any of our affiliates, including the agents, assume any responsibility for the adequacy or accuracy of any publicly available information about any other companies represented by constituent stocks of the S&P 500^® Index or the calculation of the S&P 500^® Index. You should make your own investigation into the S&P 500^® Index and the other companies represented by its constituent stocks. See the section entitled “The S&P 500^® Index” below for additional information about the S&P 500^® Index.

None of The McGraw-Hill Companies, Inc., S&P^®, any of their affiliates, or any S&P 500^® Index company other than us is involved in this offering of the notes or has any obligation of any sort with respect to the notes. Thus, none of those companies has any obligation to take your interests into consideration for any reason, including taking any corporate actions that might affect the value of the notes.

Our business activities may create conflicts of interest with you.  We or one or more of our affiliates, including the agents, may engage in trading activities related to the S&P 500^® Index and the S&P 500^® Index stocks that are not for your account or on your behalf. We and our affiliates from time to time may buy or sell the stocks included in the S&P 500^® Index or futures or options contracts on the S&P 500^® Index for our own accounts, for business reasons, or in connection with hedging our obligations under the notes. In addition, we expect to enter into an arrangement with our affiliate, Bank of America, N.A. (“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.

In addition, from time to time during the term of the notes and in connection with the determination of the Periodic Return, we or our affiliates may enter into additional hedging transactions or adjust or close out existing hedging transactions. We or our affiliates also may enter into hedging transactions relating to other series of notes that we issue, some of which may have returns calculated in a manner related to that of the notes. We or our affiliates will price these hedging transactions with the intention of realizing a profit, in consideration for assuming the risks inherent in these hedging activities, whether the value of the notes increases or decreases. However, these hedging activities may result in a profit that is more or less than initially expected, or could result in a loss.

These trading activities may present a conflict of interest between your interest in your notes and the interests 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. These trading activities, if they influence the level of the S&P 500^® Index, could be adverse to your interests as a beneficial owner of the notes.

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We and our affiliates, including the agents, at present or in the future, may engage in business with S&P 500^® Index 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 S&P 500^® Index 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.

Secondary market prices of the notes may be affected adversely by the inclusion in the original issuance price of the notes of the agents’ commissions and costs of hedging our obligations under the notes.  Assuming no change in market conditions or any other relevant factors, the market price, if any, at which a party will be willing to purchase notes in secondary market transactions likely will be lower than the original issue price since the original issue price included, and secondary market prices are likely to exclude, commissions paid for the notes, as well as the potential profit included in the cost of hedging our obligations under the notes. The price of hedging our obligations was determined by our affiliates with the intention of realizing a profit. However, because hedging our obligations entails risks and may be influenced by market forces beyond our control or our affiliates’ control, these hedging activities may result in a profit that is more or less than initially expected, or could result in a loss.

There may be potential conflicts of interest between you and the calculation agent. We have the right to appoint and remove a calculation agent.  The determination of the Supplemental Redemption Amount is a complex process involving a large number of related calculations, some of which may require the exercise of judgment. Our subsidiary, BAS, is the calculation agent for the notes and, as such, determines each Starting Level and Ending Level and calculates the Supplemental Redemption Amount. Under some circumstances, these duties could result in a conflict of interest between BAS’ 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 judgments that it would be required to make if the publication of the S&P 500^® Index is discontinued. See the sections entitled “Description of the Notes—Market Disruption” and “—Discontinuance of the S&P 500^® Index; Alteration of Method of Calculation.”

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USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the notes for the purposes described in the accompanying prospectus under “Use of Proceeds.” In addition, we expect that we or our affiliates will use a portion of the net proceeds to hedge our obligations under the notes.

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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 K” issued under the Senior Indenture, as amended and supplemented from time to time. The Senior Indenture is described 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 the Notes” in the prospectus supplement and “Description of Debt Securities” in the prospectus.

The aggregate principal amount of the notes is $                    . The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000. The notes will mature on November     , 2009, but under limited circumstances, which we describe below, the maturity date may be postponed. See the section entitled “Description of the Notes – Market Disruption.”

We will not pay interest on the notes.

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) under the terms of the notes, holders may accelerate the maturity of the notes, as described under “Description of Debt Securities – Defaults and Rights of Acceleration” in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and you will not be entitled to payment of any Supplemental Redemption Amount.

The notes will be issued in book-entry form only. The CUSIP number for the notes is 06050 MED5.

Payment at Maturity; Supplemental Redemption Amount

On the Pricing Date, we will set the Return Cap, and the calculation agent will determine the Starting Level of the S&P 500^® Index for the first Reference Period, which will be the closing level of the S&P 500^® Index on that date. For each Reference Period, the calculation agent will determine the applicable Starting Level and Ending Level of the S&P 500^® Index.

After the United States stock markets close on the last Reset Date, the calculation agent will determine the Index Return and the Supplemental Redemption Amount.

At maturity, you will be paid the principal amount of the notes and the Supplemental Redemption Amount.

The calculation agent will determine the Supplemental Redemption Amount by reference to the Periodic Returns of the S&P 500^® Index during the 20 Reference Periods described in the “Summary” section above. On each Reset Date, the calculation agent will determine the “Periodic Return” of the S&P 500^® Index for the Reference Period then ended by applying the following formula. The result will be rounded to the nearest ten thousandth of a decimal place and then expressed as a percentage:

Ending Level - Starting Level

Starting Level

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where the “Starting Level” for the initial Reference Period will be the closing level of the S&P 500^® Index on the Pricing Date, and the “Starting Level” for each subsequent Reference Period is the Ending Level for the immediately preceding Reference Period. The “Ending Level” for each Reference Period is the closing level of the S&P 500^® Index on the applicable Reset Date, or if that day is not a Business Day, the closing level of the S&P 500^® Index on the next following Business Day.

Except for the payment of the principal amount and the Minimum Supplemental Redemption Amount at maturity, you will be exposed to unlimited declines in the Periodic Return for any Reference Period. However, you will benefit from increases in the Periodic Return of the S&P 500^® Index, only up to the “Return Cap,” which we will set on the Pricing Date. For any Reference Period in which the Periodic Return is greater than the Return Cap, the Periodic Return for that Reference Period will be deemed to be the Return Cap, and for that Reference Period you will receive only the benefit of the increase in value up to the Return Cap.

After the close of the market on the last Reset Date, the calculation agent will determine the Supplemental Redemption Amount, which will not be less than the Minimum Supplemental Redemption Amount payable to you at maturity based on the following formula:

Principal Amount x Index Return

The “Index Return” is the compounded value of the 20 Periodic Returns computed in the following manner:

[The product of (1.00 + the Periodic Return) for each Reference Period] - 1.00

The Index Return will be rounded to the nearest ten-thousandth and then expressed as a percentage.

The notes are principal protected. You are entitled to receive the Minimum Supplemental Redemption Amount. As a result, if the calculation of the Supplemental Redemption Amount were to result in an amount that is less than the Minimum Supplemental Redemption Amount, or if it were to result in a negative number because the S&P 500^® Index has declined, you will receive only your principal amount and the Minimum Supplemental Redemption Amount at maturity.

Market Disruption

Each of the following will be a “Market Disruption Event” if, in the sole opinion of the calculation agent, that event materially affects the S&P 500^® Index:

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For the purpose of this definition of Market Disruption Event:

If a Market Disruption Event occurs or is continuing on a day that would otherwise be a Reset Date, then the calculation agent instead will use the closing level of the S&P 500^® Index on the first Business Day after that day on which no Market Disruption Event occurs or is continuing. In no event, however, will any Reset Date be postponed by more than five Business Days. If any Reset Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, that day nevertheless will be the Reset Date, and the calculation agent will make a good faith estimate of the closing level of the S&P 500^® Index based upon its assessment of the level of the S&P 500^® Index at that time. If the last scheduled Reset Date 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.

When we refer to a “Business Day,” we mean a day that is a Business Day of the kind described in the accompanying prospectus supplement but that is not a day on which the principal securities market (or markets) on which the constituent stocks of the S&P 500^® Index are traded is closed.

Discontinuance of the S&P 500^® Index; Alteration of Method of Calculation

If S&P^® discontinues publication of the S&P 500^® Index and S&P^® or another entity publishes a successor or substitute index that the calculation agent determines, in its sole discretion, is comparable to the discontinued S&P 500^® Index (the new index being referred to as a “Successor Index”), then the relevant closing levels shall be determined by reference to the Successor Index at the close of trading on the New York Stock Exchange, the American Stock Exchange LLC, The Nasdaq National Market, or the relevant exchange or market for the Successor Index.

If the calculation agent selects a Successor Index, the calculation agent immediately shall notify us and the trustee of the Senior Indenture, and that trustee will provide written notice of a change to the holders of the notes within three Business Days of selection.

If S&P^® discontinues publication of the S&P 500^® Index, and the calculation agent determines that no Successor Index is available, then the calculation agent will notify us and the trustee of the Senior Indenture and shall calculate the appropriate closing levels. These calculations by the calculation agent will be in accordance with the formula for and method of calculating the S&P 500^® Index last in effect prior to that discontinuance. If a Successor Index is selected or the calculation agent calculates a level as a substitute for the S&P 500^® Index, that Successor Index or level will be substituted for the S&P 500^® Index for all purposes.

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If at any time the method of calculating the S&P 500^® Index or a Successor Index, or the level of that index, is changed in a material respect, or if the S&P 500^® Index or a Successor Index in any other way is modified so that it does not, in the opinion of the calculation agent, fairly represent the level of the S&P 500^® Index or the Successor Index had those changes or modifications not been made, then, from and after that time, the calculation agent will notify us and the trustee of the Senior Indenture. The calculation agent will make those calculations and adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a level of a stock index comparable to the S&P 500^® Index or the Successor Index, as the case may be, as if those changes or modifications had not been made, and calculate the closing levels with reference to the S&P 500^® Index or the Successor Index, as adjusted. Accordingly, if the method of calculating the S&P 500^® Index or a Successor Index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (e.g., due to a split in the index), then the calculation agent shall adjust the index in order to arrive at a level of the S&P 500^® Index or the Successor Index as if it had not been modified (e.g., as if the split had not occurred).

Role of the Calculation Agent

The calculation agent has the sole discretion to make all determinations regarding the notes, including determinations regarding the Index Return, the Supplemental Redemption Amount, Market Disruption Events, Successor Indices, and Business 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 The Depository Trust Company against payment by purchasers of the notes in immediately available funds. We will make payments of the principal amount and the Supplemental Redemption Amount in immediately available funds so long as the notes are maintained in book-entry form.

Listing

The notes will not be listed on any securities exchange.

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THE S&P 500^® INDEX

We have obtained all information regarding the S&P 500^® Index contained in this pricing supplement, including its make-up, method of calculation, and changes in its components, from publicly-available information. That information reflects the policies of, and is subject to change by, S&P^®. S&P^® has no obligation to continue to publish, and may discontinue publication of, the S&P 500^® Index. The consequences of S&P^® discontinuing publication of the S&P 500^® Index are described in the section entitled “Description of the Notes – Discontinuance of S&P 500^® Index; Alteration of Method of Calculation.” We do not assume any responsibility for the accuracy or completeness of any information relating to the S&P 500^® Index.

The S&P 500^® Index is intended to provide an indication of the pattern of common stock price movement. It is a market-value weighted index (stock price times number of shares outstanding), with each stock’s weight in the index proportionate to its market value. The calculation of the level of the S&P 500^® Index, discussed below in further detail, is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. As of October 29, 2004, 424 companies or 84.3% of the S&P 500^® Index companies traded on the New York Stock Exchange, 75 companies or 15.6% of the S&P 500^® Index companies traded on The Nasdaq Stock Market, and 1 company or 0.1% of the S&P 500^® Index companies traded on the American Stock Exchange LLC. S&P^® chooses companies for inclusion in the S&P 500^® Index with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000 companies, which S&P^® uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P^® include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company’s common stock is generally responsive to changes in the affairs of the respective industry, and the market value and trading activity of the common stock of that company. As of October 29, 2004, ten main groups of companies comprise the S&P 500^® Index with the number of companies currently included in each group indicated in parentheses: Consumer Discretionary (86), Consumer Staples (37), Energy (27), Financials (80), Health Care (56), Industrials (58), Information Technology (80), Materials (33), Telecommunications Services (10), and Utilities (33). S&P^® from time to time, in its sole discretion, may add companies to, or delete companies from, the S&P 500^® Index to achieve the objectives stated above.

S&P^® calculates the S&P 500^® Index by reference to the prices of the S&P 500^® constituent stocks without taking account of the value of dividends paid on those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned the S&P 500^® constituent stocks and received the dividends paid on those stocks.

Computation of the S&P 500^® Index

S&P^® currently computes the S&P 500^® Index as of a particular time as follows:

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While S&P^® currently employs the above methodology to calculate the S&P 500^® Index, no assurance can be given that S&P^® will not modify or change this methodology in a manner that may affect the Supplemental Redemption Amount. See “ —Float Adjustment.”

S&P^® adjusts the foregoing formula to offset the effects of changes in the market value of a component stock that are determined by S&P^® to be arbitrary or not due to true market fluctuations. These changes may result from causes such as:

In these cases, S&P^® first recalculates the aggregate market value of all component stocks, after taking account of the new market price per share of the particular component stock or the new number of outstanding shares of that stock or both, as the case may be, and then determines the new base value in accordance with the following formula:

Old Base Value   ×  New Market Value  =  New Base Value

Old Market Value

The result is that the base value is adjusted in proportion to any change in the aggregate market value of all component stocks resulting from the causes referred to above to the extent necessary to negate the effects of these causes upon the S&P 500^® Index.

Neither we nor any of our affiliates, including BAI and BAS, accepts any responsibility for the calculation, maintenance, or publication of, or for any error, omission, or disruption in, the S&P 500^® Index or any successor S&P 500^® Index. S&P^® does not guarantee the accuracy or the completeness of the S&P 500^® Index or any data included in the S&P 500^® Index. S&P^® assumes no liability for any errors, omissions, or disruption in the calculation and dissemination of the S&P 500^® Index. S&P^® disclaims all responsibility for any errors or omissions in the calculation and dissemination of the S&P 500^® Index or the manner in which the S&P 500^® Index is applied in determining the Supplemental Redemption Amount.

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Float Adjustment

S&P^® has announced that in March 2005, S&P^® will begin shifting the S&P 500^® Index half way from a market capitalization weighted formula to a float-adjusted formula, before moving to full float adjustment in September 2005. S&P^®’s criteria for selecting stocks for the S&P 500^® Index will not be changed by the shift to float adjustment. However, the adjustment will affect each company’s weight in the S&P 500^® Index.

Under float adjustment, the share counts used in calculating the S&P 500^® Index will reflect only those shares that are available to investors, not all of a company’s outstanding shares. S&P^® defines three groups of shareholders whose holdings are subject to float adjustment:

However, treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. In cases where holdings in a group exceed 10% of the outstanding shares of a company, the holdings of that group will be excluded from the float-adjusted count of shares to be used in the index calculation. Mutual funds, investment advisory firms, pension funds, or foundations not associated with the company and investment funds in insurance companies, shares of a United States company traded in Canada as “exchangeable shares,” shares that trust beneficiaries may buy or sell without difficulty or significant additional expense beyond typical brokerage fees, and, if a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class if such shares are convertible by shareholders without undue delay and cost, are also part of the float.

For each stock, an investable weight factor (“IWF”) will be calculated by dividing the available float shares, defined as the total shares outstanding less shares held in one or more of the three groups listed above where the group holdings exceed 10% of the outstanding shares, by the total shares outstanding. The float-adjusted index will then be calculated by dividing the sum of the IWF multiplied by both the price and the total shares outstanding for each stock by the index divisor. For companies with multiple classes of stock, S&P^® will calculate the weighted average IWF for each stock using the proportion of the total company market capitalization of each share class as weights.

Historical Closing Levels of the S&P 500^® Index

Since its inception, the S&P 500^® Index has experienced significant fluctuations. Any historical upward or downward trend in the level of the S&P 500^® Index during any period shown below is not an indication that the level of the S&P 500^® Index is more or less likely to increase or decrease at any time during the term of the notes. The historical S&P 500^® Index levels do not give an indication of future performance of the S&P 500^® Index. We cannot assure you that the future performance of the S&P 500^® Index or the constituent stocks of the

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S&P^® Index will result in holders of the notes receiving an amount greater than their outstanding face amount on the maturity date.

The table below sets forth the high, the low, and the last closing levels at the end of each calendar quarter of the S&P 500^® Index for the calendar years 1999, 2000, 2001, 2002, and 2003, as well as the first, second, and third calendar quarters of 2004, and the fourth calendar quarter of 2004 through November 2, 2004. The closing levels listed in the table below were obtained from Bloomberg Financial Services, without independent verification.

S&P 500^® Index Quarterly Levels

Before investing in the notes, you should consult publicly available sources for the levels and trading pattern of the S&P 500^® Index. The generally unsettled international environment and related uncertainties, including the risk of terrorism, may result in financial markets generally and the S&P 500^® Index exhibiting greater volatility than in earlier periods.

License Agreement

We have entered into a non-exclusive license agreement with S&P^® providing for the license to us and certain of our affiliated or subsidiary companies, in exchange for a fee, of the right to use indices owned and published by S&P^® (including the S&P 500^® Index) in connection with certain securities, including the notes.

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The license agreement between us and S&P^® requires that the following language be stated in this pricing supplement:

The notes are not sponsored, endorsed, sold, or promoted by S&P^®. S&P^® makes no representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the S&P 500^® Index to track general stock market performance. S&P^®’s only relationship to us is the licensing of certain trademarks and trade names of S&P^® and of the S&P 500^® Index which is determined, composed, and calculated by S&P^® without regard to us or the notes. S&P^® has no obligation to take our needs or the needs of holders of the notes into consideration in determining, composing, or calculating the S&P 500^® Index. S&P^® is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the notes to be issued or in the determination or calculation of the Supplemental Redemption Amount. S&P^® has no obligation or liability in connection with the administration, marketing, or trading of the notes.

S&P^® DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN AND S&P^® SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P^® MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN. S&P^® MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P^® HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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SUPPLEMENTAL PLAN OF DISTRIBUTION

Our affiliates, BAS and BAI, have been appointed as our agents to solicit offers on a best efforts basis to purchase the notes. The agents are parties to the Distribution Agreement described in the “Supplemental Plan of Distribution” on page S-9 of the accompanying prospectus supplement. Each agent will receive a commission of         % 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.

No agent 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.

BAS and 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.

UNITED STATES FEDERAL INCOME TAX SUMMARY

The following summary of certain United States federal income tax consequences of the purchase, ownership, and disposition of the notes is based upon laws, regulations, rulings, and decisions now in effect, all of which are subject to change (including changes in effective dates) or possible differing interpretations. It deals only with initial purchasers of the notes who hold notes as capital assets and does not deal with persons in special tax situations, such as financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, tax-exempt entities, 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. The discussion assumes that the notes constitute true indebtedness of the issuer for United States federal income tax purposes. If the notes did not constitute true indebtedness of the issuer, the tax consequences described below would be materially different. You must consult your own tax advisors concerning the application of United States federal income tax laws to your particular situation as well as any consequences of the purchase, ownership, and disposition of the notes arising under the laws of any other jurisdiction.

As used in this pricing supplement, the term “United States Holder” means a beneficial owner of a note that is for United States federal income tax purposes (1) an individual who is a citizen or resident of the United States, (2) an entity which is a corporation or a partnership for United States federal income tax purposes created or organized in or under the laws of the United States or of any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (3) an estate the income of which is subject to United States federal income tax regardless of its source, (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (5) any other person whose income or gain with respect to the notes is effectively connected with the conduct of a United States trade or business. 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 that 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 that is not a United States Holder.

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United States Holders – Income Tax Considerations

Interest and Original Issue Discount

The amount payable on the notes at maturity will depend on the performance of the S&P 500^® Index. Accordingly, the notes will be treated as “contingent payment debt instruments” for United States federal income tax purposes subject to taxation under the “noncontingent bond method.” As a result, the notes generally will be subject to the OID provisions of the Code and the Treasury regulations issued under the Code. Under applicable Treasury regulations, a United States Holder will be required to report OID or interest income based on a “comparable yield” and a “projected payment schedule,” as described below, established by us for determining interest accruals and adjustments with respect to a note. A United States Holder which does not use the “comparable yield” and/or follow the “projected payment schedule” to calculate its OID and interest income on a note must timely disclose and justify the use of other estimates to the Internal Revenue Service, or “IRS.”

A “comparable yield” with respect to a contingent payment debt instrument generally is the yield at which we could issue a fixed-rate debt instrument with terms similar to those of the contingent payment debt instrument (taking into account for this purpose the level of subordination, term, timing of payments, and general market conditions, but ignoring any adjustments for liquidity or the riskiness of the contingencies with respect to the debt instrument). For example, if a hedge is available, the comparable yield is the yield on the synthetic fixed-rate debt instrument that would result if the hedge is integrated with the contingent payment debt instrument. If a hedge is not available, but our similar fixed-rate debt instruments trade at a price that reflects a spread above a benchmark rate, the comparable yield is the sum of the value of the benchmark rate on the issue date and the spread. Notwithstanding the foregoing, a comparable yield must not be less than the applicable United States federal rate based on the overall maturity of the debt instrument.

A “projected payment schedule” with respect to a contingent payment debt instrument is generally a series of expected payments, the amount and timing of which would produce a yield to maturity on that debt instrument equal to the comparable yield. In the case of the notes, the “projected payment schedule” is the amount which is expected to be paid on the maturity date, consisting of the principal amount and the estimated Supplemental Redemption Amount. The “projected payment schedule” will be completed on the Pricing Date, and included in this pricing supplement. See “Hypothetical Tax Accrual Table.” Investors should be aware that this information is not calculated or provided for any purposes other than the determination of a United States Holder’s interest accruals and adjustments with respect to the notes. We make no representations regarding the actual amounts of payments on the notes.

Based on the comparable yield and the issue price of the notes, a United States Holder of a note (regardless of accounting method) generally will be required to accrue as OID the sum of the daily portions of interest on the note for each day in the taxable year on which the holder held the note, adjusted upward or downward to reflect the difference, if any, between the actual and projected amount of any contingent payments on the note, as set forth below. The daily portions of interest for a note are determined by allocating to each day in an accrual period the ratable portion of interest on the note that accrues in the accrual period. The amount of interest on a note that accrues in an accrual period is the product of the comparable yield on the note (adjusted to reflect the length of the accrual period) and the adjusted issue price of the note at the beginning of the accrual period. The adjusted issue price of a note at the beginning of the first accrual period will equal its issue price and for any subsequent accrual period will be (1) the sum of the issue price of the note and any interest previously accrued on the note by a holder (disregarding any positive or negative adjustments) minus (2) the amount of any projected payments on the note for previous accrual periods. The issue price of each note in an issue of notes is the first price at which a substantial amount of those notes has been sold

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(including any premium paid for those notes and ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). Because of the application of the OID rules, a United States Holder of a note will be required to include in income OID in excess of actual cash payments received for certain taxable years.

A United States Holder will be required to recognize interest income equal to the amount of any positive adjustment (i.e., the excess of actual payments over projected payments) for a note for a taxable year. A negative adjustment (i.e., the excess of projected payments over actual payments) for a note for a taxable year (1) will first reduce the amount of interest for the note that a United States Holder would otherwise be required to include in income in the taxable year and (2) to the extent of any excess, will give rise to an ordinary loss equal to that portion of the excess as does not exceed the excess of (A) the amount of all previous interest inclusions under the note over (B) the total amount of the United States Holder’s net negative adjustments treated as ordinary loss on the note in prior taxable years. A net negative adjustment is not subject to the two percent floor limitation imposed on miscellaneous deductions under Section 67 of the Code. Any negative adjustment in excess of the amounts described above in (1) and (2) will be carried forward to offset future interest income for the note or to reduce the amount realized on a sale, exchange, or retirement of the note. Where a United States Holder purchases a note at a price other than its issue price, the difference between the purchase price and the issue price generally will be treated as a positive or negative adjustment, as the case may be, and allocated to the daily portions of interest or projected payments for the note.

If a contingent payment becomes fixed more than six months prior to maturity, a positive or negative adjustment, as appropriate, is made to reflect the difference between the present value of the amount that is fixed and the present value of the projected amount. A similar adjustment may be appropriate in some circumstances for the notes. For example, it may be possible to determine, based on the decline of the S&P 500^® Index in one or more Reference Periods, that the Supplemental Redemption Amount will be no more than the Minimum Supplemental Redemption Amount, regardless of whether the S&P 500^® Index increases in subsequent Reference Periods. In that case, assuming more than six months remain prior to maturity, a negative adjustment would be made to reflect the difference between the present value of the principal amount of the notes and the present value of the projected amounts. Moreover, on any Reset Date it may be possible to determine that the amount payable at maturity will be less than the projected payment amount, even though the amount payable on the notes will not become fixed prior to the last Reset Date. In that circumstance, the IRS may deem it appropriate to adjust (using the methodology described above or another methodology) the amount of interest income a United States Holder would be required to recognize in a particular taxable year for a note. However, until the IRS sets forth rules dealing with that situation, we do not intend to make any of these adjustments.

Hypothetical Tax Accrual Table

The following table sets forth the adjusted issue price at the beginning of each of the indicated accrual periods and the amount of interest that would be deemed to have accrued with respect to each $1,000 principal amount of the notes during each accrual period through the maturity date of the notes based upon a hypothetical projected payment schedule for the notes (including both a hypothetical final adjusted issue price and a hypothetical estimated yield equal to 4.00% per annum (compounded annually)) as determined by us for purposes of illustrating the application of the Code and the Treasury regulations to the notes as if the notes had been issued on November 15, 2004 and were scheduled to mature on November 13, 2009. The following table is for illustrative purposes only. We will determine the actual projected payment schedule and the actual estimated yield on the Pricing Date. The tax accrual table will be revised accordingly and will be set forth in the final pricing supplement delivered to

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investors in connection with the initial sale of the notes. Such tax accrual table will depend upon actual market interest rates (and accordingly, our borrowing costs for debt instruments with comparable maturities) as of that date.

Final Adjusted Issue Price = $1,216.60 per $1,000 principal amount of notes.

Sale, Exchange, or Retirement

Upon a sale, exchange, or retirement of a note, a United States Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or retirement and that holder’s tax basis in the note. A United States Holder’s tax basis in a note generally will equal the cost of that note, increased by the amount of interest income previously accrued by the holder for that note (disregarding any positive or negative adjustments). A United States Holder generally will treat any gain as interest income, and any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary losses, and the balance as long-term or short-term capital loss (depending upon the United States Holder’s holding period for the note). The deductibility of capital losses by a United States Holder is subject to limitations.

United States Holders – Backup Withholding and 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 that 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 United States federal income tax return or that fails to certify that it has not underreported its interest and dividend income.

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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, that 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 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 or foreign insurance company, those payments will be subject to information reporting, unless (a) that 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 the holder’s United States federal income tax liability provided certain required information is furnished to the IRS.

Applicable Treasury regulations require taxpayers that participate in “reportable transactions” to disclose their 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 may be required to maintain records, including lists identifying investors in the transaction, and to 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. Whether an investment in the notes constitutes a “reportable transaction” for any investor depends on the investor’s particular circumstances. Investors should consult their own tax advisors concerning any possible disclosure obligation they may have for 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 this 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, any gain realized on the sale, exchange, or retirement of a note, or the payment by us, or any paying agent, of principal or interest, including OID, on a note owned by a Non-United States Holder is not subject to United States federal income or withholding tax provided that: