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Pricing Supplement No. 344 (To Prospectus dated April 14, 2004 and Prospectus Supplement dated April 15, 2004) January 25, 2005		Filed Pursuant to 424(b)(5) Registration No. 333-112708

$14,100,000

1.00% Capital Protected EquitY PerformanCe LinkEd Securities “Basket CYCLES^TM,” due January 28, 2011, Linked to a Basket of Health Care Stocks

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-16.

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 January 28, 2005 against payment in immediately available funds.

Agents

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SUMMARY

This pricing supplement relates only to our notes and does not relate to the securities of any of the companies comprising the Basket described in this pricing supplement. This summary includes questions and answers that highlight selected information from the accompanying prospectus, prospectus supplement, and this pricing supplement to help you understand these notes. You should read carefully the entire prospectus, prospectus supplement, and pricing supplement to understand fully the terms of the notes, as well as the tax and other considerations important to you in making a decision about whether to invest in the notes. In particular, you should review carefully the section in this pricing supplement entitled “Risk Factors,” which highlights a number of risks, to determine whether an investment in the notes is appropriate for you. If information in this pricing supplement is inconsistent with the prospectus or prospectus supplement, this pricing supplement will supersede those documents.

Certain capitalized terms used 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 January 28, 2011. We cannot redeem the notes at any earlier date.

Will I receive interest on the notes?

Yes. The notes will bear interest from January 28, 2005 at a rate of 1.00% per annum. You will receive semi-annual interest payments on January 28 and July 28 of each year, beginning July 28, 2005. Interest is computed on the basis of a 360-day year of twelve 30-day months. In order to receive the full aggregate amount of interest that we will pay on the notes, you will have to own the notes as of the record date for every interest payment. The sum of the semi-annual interest payments that we will pay over the term of the notes will equal 6.00% of the principal amount of the notes, which we refer to as the “Total Interest Percentage.”

Are the notes equity or debt securities?

The notes are our senior debt securities. However, these notes differ from traditional debt securities. The fixed rate of interest that we will pay to you is less than the rate that we

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would pay on a conventional fixed-rate debt security. At maturity, you will receive your principal amount and the final interest payment on the notes, and you also may receive an additional amount called the “Supplemental Redemption Amount,” as described below. The notes have been designed for investors who are willing to forgo market rates of interest on their investment.

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 the final semi-annual interest payment on the notes. In addition, you also may receive a Supplemental Redemption Amount. However, if you attempt to sell the notes prior to maturity, you may find that the market value of the notes is less than the principal amount of the notes.

How will the Supplemental Redemption Amount, if any, be determined?

The Supplemental Redemption Amount will be based upon the performance of the common stock of 20 selected United States health care companies described below over the term of the notes. The Supplemental Redemption Amount will be determined by the calculation agent in the manner described below.

The “Basket Stocks” are the 20 selected United States health care companies whose common stocks make up the Basket that is used to determine the Supplemental Redemption Amount. The Basket Stocks are: Abbott Laboratories, Aetna Inc., Amgen Inc., Baxter International Inc., Biogen Idec Inc., Boston Scientific Corporation, Cardinal Health, Inc., Caremark Rx, Inc., Eli Lilly and Company, Forest Laboratories, Inc., HCA Inc., Johnson & Johnson, Medtronic, Inc., Merck & Co., Inc., Pfizer Inc., Schering-Plough Corporation, UnitedHealth Group Incorporated, WellPoint, Inc., Wyeth, and Zimmer Holdings, Inc.

We selected the Basket Stocks from among the largest companies represented in the S&P 500 Healthcare Index as of the date of this pricing supplement. The S&P 500 Health Care Index includes primarily stocks of companies in two segments of the health care industry: (a) health care equipment and supplies or companies that provide health care-related services, including distributors of health care products, providers of basic health care services, and owners and operators of health care facilities and organizations, and (b) companies primarily involved in the research, development, production, and marketing of pharmaceuticals and biotechnology products.

The Basket Stocks were selected without regard for their value, price performance, volatility, or investment merit. In connection with the selection of the Basket Stocks, neither we nor any of our affiliates have performed any investigation or review of the Basket Stocks, including the public filings by the issuers of the Basket Stocks. Investors and market participants should not conclude that the inclusion of any Basket Stock is any form of investment recommendation by us or any of our affiliates.

On the Pricing Date, we established the number of shares of each Basket Stock in the Basket. The Basket has a “Starting Level” of 1,000. Each Basket Stock represents 5.00%, or 50.00, of the Starting Level of the Basket on the Pricing Date. The number of shares of each Basket Stock was set by dividing 50.00 by the Closing Price (as defined below) of that Basket Stock on the Pricing Date. The result was rounded to the nearest one hundred-thousandth. We call this fixed number of shares of each Basket Stock the “Share Ratio.” The Share Ratio for each Basket Stock was fixed as of the Pricing Date and is subject to change only if certain extraordinary corporate events affect the relevant Basket Stock, as described in this pricing supplement.

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The “Basket Level” is the hypothetical value of the Basket that is determined at the close of any Trading Day (as defined below). The Basket Level equals the sum of the products of the Closing Price and the Share Ratio for each Basket Stock. The Basket Level will be rounded to the nearest one-hundredth.

The calculation agent will determine any Supplemental Redemption Amount payable to you at maturity by calculating the Average Basket Return and comparing it to the Total Interest Percentage, as described below. The calculation agent will determine the “Average Level,” which is the arithmetic average of the Basket Level on each of the following six annual valuation dates (the sum of the Basket Level on each annual valuation date, divided by 6):

Annual Valuation Dates

1. January 25, 2006

2. January 25, 2007

3. January 25, 2008

4. January 25, 2009

5. January 25, 2010

6. January 25, 2011

After the close of the market on the final annual valuation date, the calculation agent will determine the “Average Basket Return” as follows:

Average Level - Starting Level

Starting Level

The result will be rounded to the nearest ten-thousandth of a decimal place and then expressed as a percentage.

If the Average Basket Return is less than or equal to the Total Interest Percentage (which is equal to 6.00%), then the Supplemental Redemption Amount will equal $0.00.

If the Average Basket Return is greater than the Total Interest Percentage, then the Supplemental Redemption Amount for each $1,000 principal amount of the notes will equal the product of:

$1,000 x (Average Basket Return — Total Interest Percentage)

You will receive a Supplemental Redemption Amount only if the Average Basket Return exceeds the Total Interest Percentage.

Except for the payment of the principal amount at maturity, and the semi-annual interest payments, you will be exposed to unlimited declines in the Basket Level as of each of the six annual valuation dates.

The Supplemental Redemption Amount will be calculated after the close of the market on the final annual valuation date. Changes in the Basket Level between the final annual

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valuation date and the maturity date will not affect the Supplemental Redemption Amount, if any, payable to you at maturity.

The notes provide less opportunity for appreciation than an investment tied directly to the performance of the Basket Stocks, because the Average Basket Return must exceed the Total Interest Percentage in order for you to receive a Supplemental Redemption Amount. In addition, the Average Basket Return is based upon the average of the Basket Level on each annual valuation date, and therefore, you may not receive the benefit in the full appreciation of the Basket Stocks between each of the six annual valuation dates, or between the Pricing Date and the final annual valuation date.

You should consider the possibility that you will not receive any Supplemental Redemption Amount, even if the Basket Level as of the final annual valuation date is significantly greater than the Basket Level on the Pricing Date.

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Examples

The Average Basket Return depends on the Basket Level on each of the six annual valuation dates. Because the Basket Level 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 Basket Level on the Supplemental Redemption Amount payable at maturity for each $1,000 principal amount of the notes. Because these examples are based on hypothetical assumptions, such as the hypothetical specific Basket Level on each of the indicated annual valuation dates, which may not reflect the actual performance of the Basket 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:

Your total return in each example assumes that the notes were purchased in the original public offering and is calculated on the basis of semi-annual interest payments at the rate of 1.00% per annum.

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Example 1: The Basket Level steadily increased throughout the term of the notes, and the Average Level was less than the Basket Level on the final annual valuation date.

Average Basket Return = (1,414.53 - 1,000.00) / 1,000.00 = 41.45%

Excess of Average Basket Return Over 6.00% = 41.45% - 6.00% = 35.45%

Supplemental Redemption Amount = $1,000.00 x 35.45% = $354.50

Total Payment at Maturity (excluding the final semi-annual interest payment) = $1,000.00 + $354.50 = $1,354.50 per note

Sum of Semi-Annual Interest Payments = $60.00

Total Payments to Investor over the Term of the Notes = $1,354.50 + $60.00 = $1,414.50

Total Return to Investor = 41.45%

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Example 2: The Basket Level steadily declined throughout the term of the notes, and the Average Level was higher than the Basket Level on the final annual valuation date.

Average Basket Return = (702.84 - 1,000.00) / 1,000.00 = -29.72%

Excess of Average Basket Return Over 6.00% = 0.00%

Supplemental Redemption Amount = $1,000.00 x 0.00% = $0.00

Total Payment at Maturity (excluding the final semi-annual interest payment) = $1,000.00 + $0.00 = $1,000.00 per note

Sum of Semi-Annual Interest Payments = $60.00

Total Payments to Investor over the Term of the Notes = $1,000.00 + $60.00 = $1,060.00

Total Return to Investor = 6.00%

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Example 3: The Basket Level fluctuated during the term of the notes, increasing on the first three annual valuation dates and decreasing on the last three annual valuation dates, and the Average Level was higher than the Basket Level on the final annual valuation date.

Average Basket Return = (1,147.89 - 1,000.00) / 1,000.00 = 14.79%

Excess of Average Basket Return Over 6.00% = 14.79% - 6.00% = 8.79%

Supplemental Redemption Amount = $1,000.00 x 8.79% = $87.90

Total Payment at Maturity (excluding the final semi-annual interest payment) = $1,000.00 + $87.90 = $1,087.90 per note

Sum of Semi-Annual Interest Payments = $60.00

Total Payments to Investor over the Term of the Notes = $1,087.90 + $60.00 = $1,147.90

Total Return to Investor = 14.79%

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Example 4: The Basket Level fluctuated during the term of the notes, decreasing on the first three annual valuation dates and increasing on the last three annual valuation dates, and the Average Level was higher than the Basket Level on the final annual valuation date.

Average Basket Return = (848.88 - 1,000.00) / 1,000.00 = -15.11%

Excess of Average Basket Return Over 6.00% = 0.00%

Supplemental Redemption Amount = $1,000.00 x 0.00% = $0.00

Total Payment at Maturity (excluding the final semi-annual interest payment) = $1,000.00 + $0.00= $1,000.00 per note

Sum of Semi-Annual Interest Payments = $60.00

Total Payments to Investor over the Term of the Notes = $1,000.00 + 60.00 = $1,060.00

Total Return to Investor = 6.00%

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Example 5: The Basket Level randomly fluctuated during the term of the notes, and the Average Level was lower than the Basket Level on the final annual valuation date.

Average Basket Return = (935.58 - 1,000.00) / 1,000.00 = -6.44%

Excess of Average Basket Return Over 6.00% = 0.00%

Supplemental Redemption Amount = $1,000.00 x 0.00% = $0.00

Total Payment at Maturity (excluding the final semi-annual interest payment) = $1,000.00 + $0.00= $1,000.00 per note

Sum of Semi-Annual Interest Payments = $60.00

Total Payments to Investor over the Term of the Notes = $1,000.00 + 60.00 = $1,060.00

Total Return to Investor = 6.00%

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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.”

How have the Basket Stocks performed historically?

There have been significant fluctuations in the market prices of each of the Basket Stocks. The tables in the section entitled “The Basket Stocks” show the high, low, and closing sale prices for each of the Basket Stocks for each quarter since the first quarter of 2002. We have provided this historical information to help you evaluate the behavior of the Basket Stocks in recent periods. However, it is not possible to accurately predict how the Basket Stocks will perform in the future. Past performance of the Basket Stocks is not necessarily indicative of future results for any other period.

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

No, an investment in the notes does not entitle you to any ownership interest, including any voting rights, dividends paid, or other distributions, in the Basket Stocks.

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.

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. The agents may solicit offers to purchase the notes from non-United States investors in reliance on available private placement exemptions. See the section entitled “Notices for Certain Non-United States Investors.”

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 Basket Stocks or the Basket. 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.”

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You will be required to pay taxes on the notes over their term based upon an estimated yield for the notes. The amount includable in your income may be in excess of the actual cash payments that you receive. 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 you will be entitled to receive any Supplemental Redemption Amount at all. We have determined that this estimated yield will equal 4.36% per annum, compounded semi-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?

Yes. The notes are approved for listing on the American Stock Exchange LLC under the symbol BOA.N, subject to official notice of issuance. However, there may be little or no secondary market for the notes.

How will the Basket Level be determined if a Market Disruption Event occurs on an Annual Evaluation Date?

If the calculation agent determines that, on any annual valuation date, a Market Disruption Event (as defined below) has occurred or is continuing as to one or more Basket Stocks, the determination of the Closing Price of that Basket Stock 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 any determination as to a Basket Stock is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, the determination of its Closing Price will be made on that date. If the market price of that Basket Stock is not available on that last possible day, either because of a Market Disruption Event or for any other reason, the calculation agent will make a good faith estimate of the applicable Closing Price based on its assessment, made in its sole discretion, of the market price of that Basket Stock at that time. If the determination of the market value of a Basket Stock on the final annual valuation 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.

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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 smaller periodic interest payments on the notes than there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. This is because your rate of return primarily is based on the future performance of the Basket Stocks. We cannot assure you that the Average Basket Return will exceed the Total Interest Percentage. If the Average Basket Return does not exceed the Total Interest Percentage, you will not receive any Supplemental Redemption Amount. Under such circumstances, you will receive only the principal amount and the final semi-annual interest payment 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 direct investment in the Basket Stocks. The Average Basket Return is based on the Basket Level on each of the six annual valuation dates. You may not receive a Supplemental Redemption Amount even if the Basket Level increases during one or more one-year periods prior to an annual valuation date, or if the Basket Level on the final annual valuation date exceeds the Starting Level. See the section entitled “Description of the Notes—Payment at Maturity; Supplemental Redemption Amount.” In addition, a direct investment in the Basket Stocks 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.

The use of an average instead of a single Basket Level to determine the Supplemental Redemption Amount could reduce the amount that you receive at maturity. Because the Supplemental Redemption Amount will be based on the average of the Basket Level on each of the six annual valuation dates, a significant increase in the Basket Level after the issuance of the notes may be substantially or entirely offset by subsequent decreases in the Basket Level during the term of the notes. A high Basket Level on one or more annual valuation dates, including on the final annual valuation date, may be substantially or entirely offset by a low Basket Level on one or more other annual valuation dates. In addition, the market value of the notes and the Supplemental Redemption Amount will be less sensitive to fluctuations in the Basket Level as the time remaining to maturity lessens. In particular, if the Basket Level generally increases over the term of the notes, then the Supplemental Redemption Amount will be lower, and could be materially lower, than would be the case if the Basket Level at maturity were used to calculate the Supplemental Redemption Amount.

The trading market for the notes may be limited. There may be little or no secondary market for the notes. Although the notes have been approved for listing on the American Stock Exchange LLC, subject to official notice of issuance, it is not possible to predict how the notes will trade in the secondary market, or whether that market will be liquid or illiquid. We will not list the notes on any other securities exchange. The number of potential buyers of the notes in the secondary market may be limited. BAS currently intends to act as a market marker for notes, but it is not required to do so. BAS may discontinue its market-making activities 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.

In addition, if at any time BAS were to cease acting as a market maker, it is likely that there would be significantly less liquidity in the secondary market, in which case the price at which the notes could be sold would likely be lower than if an active market existed.

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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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 market value of the Basket will be greater if it occurs later in the term of the notes than if it occurs earlier in the term.

A variety of factors have caused, and may in the future cause, substantial volatility in the prices of the Basket Stocks. The common stocks of companies in the health care industry, such as the issuers of the Basket Stocks, have been and may continue to be volatile. These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following:

Because the Basket Level is dependent upon the performance of selected issuers in one primary sector of the economy, the health care industry, the value of the notes may be subject to greater volatility and be affected more adversely by economic, political, or regulatory developments than an investment that relates to a more broadly diversified group of issuers.

The international operations of the issuers of the Basket Stocks expose them to risks. The international operations of some of the issuers of the Basket Stocks expose them to risks associated with instability and changes in economic and political conditions, foreign

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currency fluctuations, changes in foreign regulations, and other risks inherent to international business. Some of these companies have international operations, which are essential parts of their businesses. The risks of international business that these companies are exposed to include the following:

The Basket Stocks are not necessarily representative of the health care industry as a whole. We selected the Basket Stocks from among some of the largest companies represented in the S&P 500 Health Care Index. The issuers of the Basket Stocks constitute only 20 companies in the health care industry. As a result, these issuers represent only a small percentage of the total number of companies in the health care industry. Accordingly, the performance of the Basket Stocks may not correlate with the performance of the entire health care industry, with the S&P 500 Health Care Index, or with the performance of companies in the health care industry with a smaller market capitalization. The Basket Level may decline even if the market value of equity securities of other health care companies increases. Furthermore, it is possible that one or more of the issuers of the Basket Stocks may engage in new lines of business or cease to be involved in the health care industry.

The inclusion of the Basket Stocks in the Basket is not a recommendation to invest in any Basket Stock. The Basket Stocks were selected without regard for their value, price performance, volatility, or investment merit. In connection with the selection of the Basket Stocks, neither we nor any of our affiliates have performed any investigation or review of the issuers of the Basket Stocks, including the public filings by the companies. Investors and market participants should not conclude that the inclusion of a company’s common stock as a Basket Stock is any form of investment recommendation by us or any of our affiliates.

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 market value of the Basket, 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 Basket Level and, accordingly, increase or decrease the market value of the notes prior to maturity and any 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 Basket Level, we cannot assure you that these activities will not affect that level and the market value of the notes prior to maturity or any Supplemental Redemption Amount payable at maturity.

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You have no shareholder rights, no rights to receive any shares of the Basket Stocks, and are not entitled to dividends or other distributions by the issuers of the Basket Stocks. 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 Basket 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 Basket Stocks and received the dividends paid or other distributions made in connection with them. Your notes will be paid in cash and you have no right to receive delivery of any of the Basket Stocks.

You have no assurance that you currently have or will continue to receive current information on the Basket Stocks. There can be no assurance that each of the issuers of the Basket Stocks will continue to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will distribute any reports, proxy statements, and other information required to be disclosed to its shareholders. In the event that any of the Basket Stocks ceases to be subject to these reporting requirements and the notes continue to be outstanding, pricing information for the notes may be more difficult to obtain and the value and liquidity of the notes may be adversely affected.

None of the issuers of the Basket Stocks is involved in the offering of the notes. None of the issuers of the Basket Stocks has any obligation of any sort as to the notes. None of the issuers of the Basket Stocks has any obligation to take your needs into consideration for any reason, including taking any corporate actions that might affect the value of the notes. No issuer of the Basket Stock will receive any of the proceeds from the offering of the notes, and none has participated in the determination of the timing of, prices for, or quantities of the notes to be issued or in the determinations to be made by the calculation agent. None of the issuers of the Basket Stocks is involved with the administration, marketing, or trading of the notes.

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

The value of the Basket may be reduced if the shares of a Basket Stock are diluted and the number of shares comprising its Share Ratio is not correspondingly adjusted. The composition of the Basket, and, in certain circumstances, the process of determination of the Basket Level, are subject to adjustment for a number of events arising out of stock splits and combinations, stock dividends, and a number of other transactions involving the Basket Stocks, as well as for the liquidation, dissolution, or winding up of an issuer. You should refer to the section “Description of the Notes—The Basket and Adjustments to the Basket” in this pricing supplement. The composition of the Basket and the process of determination of the Basket Level will not be adjusted for other events that may adversely affect the price of a Basket Stock, such as offerings of common stock for cash or in connection with acquisitions. There can be no assurance that the issuers of the Basket Stocks will not make offerings of common stock or take such other corporate action in the future, nor can there be any estimate as to the amount of these offerings, if any.

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Market fluctuations, industry consolidation, and other corporate events may alter the composition of the Basket. As a result of market fluctuations, industry consolidation, and other corporate events affecting the Basket Stocks, the composition of the Basket may be altered. The resulting Basket may include securities of one or more issuers other than the companies identified in this pricing supplement, or may represent a less diversified investment in the health care industry. The health care industry in recent years has undergone considerable consolidation, which may continue before the maturity date of the notes. If a Basket Stock is acquired in a stock-for-stock transaction, the acquiring company will assume that Basket Stock’s place in the Basket, even if the acquiror is already in the Basket. As a result, consolidation among the Basket Stocks will result in an increased weighting for the surviving company, which would reduce the investment diversification that the notes represent and increase your exposure to the risks of concentrated investments. The effect on the Basket of consolidation transactions and other reorganization events with respect to the Basket Stocks is described in the section “Description of the Notes—The Basket and Adjustments to the Basket.”

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 Basket Stocks that are not for your account or on your behalf. We and our affiliates from time to time may buy or sell the Basket Stocks or futures or options contracts on the Basket Stocks 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 one or more of our affiliates, to hedge the market risks associated with our obligation to pay the amounts due under the notes. Our affiliates expect 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 determinations to be made on each of the six annual valuation dates and at maturity, 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. Our affiliates will price these hedging transactions with the intent to realize a profit, considering 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 Basket Level or secondary trading in the notes, could be adverse to your interests as a beneficial owner of the notes.

We and our affiliates, including the agents, at present or in the future, may engage in business with the issuers of the Basket Stocks, 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 issuers of the Basket Stocks. 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.

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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 intent to realize 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 any Supplemental Redemption Amount is a complex process involving a 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 will determine the Basket Level on each annual valuation date and will calculate any 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 adjustments to the Basket that it would be required to make in the event of certain corporate actions of a Basket Stock. See the sections entitled “Description of the Notes—Market Disruption Events” and “—The Basket and Adjustments to the Basket.”

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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 $14,100,000. The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000. The notes will mature on January 28, 2011, but under limited circumstances, which we describe below, the maturity date may be postponed. See the section entitled “Description of the Notes – Market Disruption.”

Prior to maturity, the notes are not redeemable by us or repayable at your option. 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, you 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 any accrued and unpaid interest, 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 MEL7.

Interest

The notes bear interest from January 28, 2005 at a rate of 1.00% per annum. Interest is payable semi-annually in arrears on January 28 and July 28, and on the maturity date (each, an “interest payment date”). The first interest payment date is July 28, 2005. Interest is computed on the basis of a 360-day year of twelve 30-day months.

Each interest payment on an interest payment date will include interest accrued from, and including, the issue date or preceding interest payment date, as the case may be, to, but excluding, that interest payment date. If an interest payment date falls on a day that is not a Business Day, the applicable payment will be made on the next Business Day as if it were the date that payment was due, and no interest will accrue as a result of the postponement.

The record date for each interest payment date, including the interest payment date scheduled to occur on the maturity date, will be the first date of the month prior to that scheduled interest payment date, whether or not that date is a Business Day. However, you only will receive the principal amount of the notes if you are the holder of the notes on the maturity date.

Payment at Maturity; Supplemental Redemption Amount

On the Pricing Date, we established the number of shares of each Basket Stock in the Basket. The “Starting Level” of the Basket is 1,000. Each Basket Stock represents 5.00%, or 50.00 of the Starting Level of the Basket on the Pricing Date. The number of shares of each Basket Stock was set by dividing 50.00 by the Closing Price of that Basket Stock on the Pricing

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Date. The result was rounded to the nearest one hundred-thousandth. We call this fixed number of shares of each Basket Stock the “Share Ratio.”

The “Basket Level” is determined at the close of any Trading Day. The Basket Level equals the sum of the products of the Closing Price and the Share Ratio for each Basket Stock. The Basket Level will be rounded to the nearest one-hundredth.

After the United States stock markets close on the final annual valuation date, the calculation agent will determine the Average Basket Return and any Supplemental Redemption Amount. At maturity, you will be paid the principal amount of the notes, the final semi-annual interest payment, and any Supplemental Redemption Amount.

The Supplemental Redemption Amount, if any, will be based upon the Average Basket Return, which will be calculated as follows:

Average Level - Starting Level

Starting Level

The result will be rounded to the nearest ten-thousandth of a decimal place and then expressed as a percentage.

The “Average Level” will be equal to the arithmetic average of the Basket Level on each of the six annual valuation dates (the sum of the Basket Level on each annual valuation date, divided by 6).

If the Average Basket Return is less than or equal to 6.00%, which is the Total Interest Percentage, then the Supplemental Redemption Amount will equal $0.00.

If the Average Basket Return is greater than the Total Interest Percentage, then the Supplemental Redemption Amount for each $1,000 principal amount of the notes will equal the product of:

$1,000 x (Average Basket Return — Total Interest Percentage)

The notes are principal protected. If the Average Basket Return does not exceed the Total Interest Percentage, you will receive only your principal amount and the final semi-annual interest payment at maturity.

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 Basket Stocks are traded is closed.

A “Trading Day” means any day, as determined by the calculation agent, on which trading is generally conducted on the New York Stock Exchange, Inc. (“NYSE”), the American Stock Exchange LLC, the Nasdaq National Market, the Chicago Mercantile Exchange, and the Chicago Board of Options Exchange, and in the over-the-counter market for equity securities in the United States.

The “Closing Price” for any security for which a trading price must be determined to calculate the Basket Level will be:

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If a Market Disruption Event (as defined below) has occurred with respect to any Basket Stock on a day that is required to be an annual valuation date as provided in the last paragraph under “—Market Disruption,” or if on any other Trading Day the Closing Price of a security cannot be determined according to the immediately preceding provisions, then the Closing Price for that day will be the mean, as determined by the calculation agent, of the bid prices for the applicable security obtained from as many recognized dealers in that security, but not exceeding three, as will make those bid prices available to the calculation agent; provided that if no such bids are available, then the Closing Price for that day will equal the calculation agent’s good faith estimate of the value of that security as of that day. A bid of BAS, BAI, or any of our other affiliates may be included in the calculation of the mean, but only if that bid is the highest of the bids obtained. The term “security of the Nasdaq National Market” will include a security included in any successor to that system, and the term “OTC Bulletin Board Service” will include any successor to that service.

Market Disruption

With respect to any Basket Stock, “Market Disruption Event” means:

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For purposes of determining whether a Market Disruption Event has occurred:

If a Market Disruption Event occurs or is continuing with respect to one or more Basket Stocks (a “Market Disruption Stock”) on a day that would otherwise be an annual valuation date, then, in order to calculate the Basket Level as of that annual valuation date, the calculation agent instead will use the Closing Price of each Market Disruption Stock on the first Business Day after that day on which no Market Disruption Event occurs or is continuing as to that Market Disruption Stock. The calculation agent will use the Closing Price for each Basket Stock that is not a Market Disruption Stock on the applicable annual valuation date.

In no event, however, will the determination of the Closing Price for any Market Disruption Stock be postponed by more than five Business Days. If any determination as to a Market Disruption Stock is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, the calculation agent will determine the Closing Price of the applicable Market Disruption Stock for that day as described in the last paragraph above under the definition of “Closing Price.” If any determination of a Closing Price required to be made on the last scheduled annual valuation 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.

The Basket and Adjustments to the Basket

The “Basket” is comprised of the common stocks of the following Basket Stocks, as weighted below based on the Closing Price of each Basket Stock on January 25, 2005, the Pricing Date, as determined by the calculation agent, to achieve a Basket Level of 1,000 on that date:

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

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

For any dilution event described below, other than a consolidation or merger, the calculation agent will not have to adjust the applicable Share Ratio unless the adjustment would result in a change of at least 0.1% to the number of shares that would apply without the

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adjustment. The Share Ratio resulting from any adjustment will be rounded up or down to the nearest 0.00001, with 0.000005 being rounded upward.

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

The calculation agent will make all determinations, in its sole discretion, with respect to antidilution adjustments, including any determination as to whether an event requiring adjustment has occurred or the nature of the adjustment required and how it will be made. In the absence of manifest error, those determinations will be conclusive for all purposes and will be binding on you and us, without any liability on the part of the calculation agent. You will not be entitled to any compensation from us for any loss suffered as a result of any of the above determinations by the calculation agent. The calculation agent will provide information about any adjustments it makes upon your written request.

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

Stock Splits

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

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

Reverse Stock Splits

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

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

Stock Dividends

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

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

Other Dividends and Distributions

A Share Ratio will not be adjusted to reflect dividends or other distributions paid with respect to a Basket Stock, other than:

A dividend or other distribution with respect to a Basket Stock will be deemed to be an extraordinary dividend if its per share value exceeds that of the immediately preceding non-extraordinary dividend, if any, for that Basket Stock by an amount equal to at least 10% of the Closing Price of that Basket Stock on the Business Day before the ex-dividend date. The ex-dividend date for any dividend or other distribution is the first day on which the relevant Basket Stock trades without the right to receive that dividend or distribution.

If an extraordinary dividend occurs, the calculation agent will adjust the relevant Share Ratio of that Basket Stock to equal the product of (1) the prior Share Ratio, and (2) a fraction, the numerator of which is the Closing Price of the relevant Basket Stock on the Business Day

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before the ex-dividend date and the denominator of which is the amount by which that Closing Price exceeds the extraordinary dividend amount.

The extraordinary dividend amount of an extraordinary dividend for a particular Basket Stock equals:

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

Transferable Rights and Warrants

If a Basket Stock issues transferable rights or warrants to all shareholders of its Basket Stock to subscribe for or purchase its Basket Stock, then the Share Ratio for that Basket Stock will be adjusted on the Business Day immediately following the issuance of those rights or warrants so that the new Share Ratio will equal the prior Share Ratio plus the product of (a) the prior Share Ratio and (b) the number of shares of that Basket Stock that can be purchased with the cash value of those warrants or rights distributed on a single share of that Basket Stock. The number of shares that can be purchased will be based on the closing price of that Basket Stock on the date the new Share Ratio is determined. The cash value of those rights or warrants, if the warrants or rights are traded on a national securities exchange, will equal the closing price of those warrants or rights, or, if the warrants or rights are not traded on a national securities exchange, will be determined by the calculation agent and will equal the average (mean) of the bid prices obtained from three dealers at 3:00 p.m., New York City time, on the date the new Share Ratio is determined. However, if only two bid prices are available, then the cash value of those warrants or rights will equal the average (mean) of those bids and if only one bid is available, then the cash value of those warrants or rights will equal that bid. A bid of BAS, BAI, or any of their affiliates may be included in the calculation of the mean, but only if that bid is the highest of the bids obtained. If no such bids are available, then the cash value of those rights or warrants will equal the calculation agent’s good faith estimate of the value of that security as of that day.

Reorganization Events

Each of the following is a reorganization event for any Basket Stock:

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Adjustments for Reorganization

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

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

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

For example, if the issuer of a Basket Stock merges into another company and each share of the relevant Basket Stock is converted into the right to receive two common shares of the surviving company and a specified amount of cash, the applicable Share Ratio will be adjusted to consist of two common shares of the surviving company and that specified amount of cash. The calculation agent will adjust the common share component of the new number of shares to reflect any later stock split or other event, including any later reorganization event, that affects the common shares of the surviving company, to the extent described in this section as if the common shares of the merged company were the Basket Stock. In that event, the cash component will not be adjusted but will continue to be a component of the Share Ratio (with no interest adjustment) in the Basket.

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If a reorganization event occurs, the distribution property distributed in the event will be substituted for the relevant Share Ratio as described above. Consequently, in this pricing supplement, references to a share of a Basket Stock means any distribution property that is distributed in a reorganization event and comprises the adjusted Share Ratio for that stock. Similarly, references to a Basket Stock mean any successor entity in a reorganization event for that Basket Stock.

Role of the Calculation Agent

The calculation agent has the sole discretion to make all determinations regarding the notes, including determinations regarding the Average Level, the Average Basket Return, the Supplemental Redemption Amount, Market Disruption Events, 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, interest, and any Supplemental Redemption Amount in immediately available funds so long as the notes are maintained in book-entry form.

Listing

The notes are approved for listing on the American Stock Exchange LLC under the symbol BOA.N, subject to official notice of issuance.

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THE BASKET STOCKS

None of the issuers of the Basket Stocks has authorized or sanctioned the notes or participated in the preparation of this pricing supplement. According to publicly available documents, each of these issuers is subject to the informational requirements of the Exchange Act and files reports, proxy statements, and other information with the SEC. To the best of our knowledge, based upon public documents currently available as of the date of this pricing supplement, each of the issuers of the Basket Stocks is eligible to use a Form S-3 or Form F-3 Registration Statement for primary sales of its securities. In addition, the common stock of each Basket Stock is registered under the Exchange Act. Companies with securities registered under the Exchange Act are required to file periodically financial and other information required by the SEC. Information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material also can be obtained from the Public Reference Section at prescribed rates. In addition, information filed electronically by each of the issuers of the Basket Stocks with the SEC can be reviewed through a web site maintained by the SEC. The address of the SEC’s web site is http://www.sec.gov.

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

You should make your own investigation into the Basket Stocks.

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HISTORICAL DATA ON THE BASKET STOCKS

Abbott Laboratories

Abbott Laboratories is a global health care company devoted to the discovery, development, manufacture, and marketing of pharmaceuticals and medical products, including nutritionals, devices, and diagnostics.

The following table sets forth the high, low, and period-end closing prices of Abbott Laboratories. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as of September 30, 2004, there were 1,557,392,303 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “ABT.”

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AETNA INC.

Aetna Inc. is a health benefits company with three business segments: Health Care, Group Insurance, and Large Case Pensions. The company’s principal products in these segments consist of health and dental benefit products (including health maintenance organization, point-of-service, preferred provider organization, and indemnity products), group insurance products (including life, disability, and long-term care insurance products), and retirement products (including pension and annuity products) primarily for defined benefit and defined contribution plans.

The following table sets forth the high, low, and period-end closing prices of Aetna Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of September 30, 2004, there were 147,652,267 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “AET.”

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AMGEN INC.

Amgen Inc. is a global biotechnology company that discovers, develops, manufactures, and markets human therapeutics based on advances in cellular and molecular biology. The company markets human therapeutic products in the areas of hematology, oncology, and inflammation, and focuses its research and development efforts on human therapeutics delivered in the form of proteins, monoclonal antibodies, and small molecules in the areas of hematology, oncology, inflammation, metabolic and bone disorders, and neuroscience.

The following table sets forth the high, low, and period-end closing prices of Amgen Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of October 15, 2004, there were 1,270,136,214 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “AMGN.”

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BAXTER INTERNATIONAL INC.

Baxter International Inc. operates as a global medical products and services company with expertise in medical devices, pharmaceuticals, and biotechnology to assist health-care professionals and their patients with the treatment of complex medical conditions, including hemophilia, immune disorders, infectious diseases, cancer, kidney disease, trauma, and other conditions.

The following table sets forth the high, low, and period-end closing prices of Baxter International Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of October 31, 2004, there were 616,448,448 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “BAX.”

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BIOGEN IDEC INC.

Biogen Idec Inc. develops, manufactures, and commercializes new standards of care in oncology and immunology. The company currently has four commercial products for the treatment of relapsing multiple sclerosis, certain B-cell non-Hodgkin’s lymphomas, and adult patients with moderate-to-severe chronic plaque psoriasis who are candidates for systemic therapy or phototherapy.

The following table sets forth the high, low, and period-end closing prices of Biogen Idec Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as of October 1, 2004, there were 333,552,272 shares of common stock outstanding. The company’s common stock trades on the Nasdaq National Market under the symbol “BIIB.”

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BOSTON SCIENTIFIC CORPORATION

Boston Scientific Corporation is a developer, manufacturer, and marketer of medical devices whose products are used in a broad range of interventional medical specialties, including interventional cardiology, peripheral interventions, neurovascular intervention, electrophysiology, vascular surgery, endoscopy, oncology, urology, and gynecology. The company provides a broad portfolio of products, technologies, and services across a wide range of medical specialties.

The following table sets forth the high, low, and period-end closing prices of Boston Scientific Corporation. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of September 30, 2004, there were 844,476,871 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “BSX.”

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CARDINAL HEALTH, INC.

Cardinal Health, Inc. is a leading provider of products and services supporting the health care industry, helping health care providers and manufacturers improve the efficiency and quality of health care. The company’s operations are organized into four reporting segments: Pharmaceutical Distribution and Provider Services, Medical Products and Services, Pharmaceutical Technologies and Services, Automation and Information Services, and Clinical Technologies and Services.

The following table sets forth the high, low, and period-end closing prices of Cardinal Health, Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of October 31, 2004, there were 432,076,130 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “CAH.”

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CAREMARK RX, INC.

Caremark Rx, Inc. is a United States pharmaceutical services company. Its customers are primarily sponsors of health benefit plans (employers, insurance companies, unions, government employee groups, and managed care organizations) and individuals located throughout the United States. The company dispenses pharmaceuticals to eligible participants in benefit plans maintained by its customers and utilizes its information systems to perform safety checks, drug interaction screening, and generic substitution.

The following table sets forth the high, low, and period-end closing prices of Caremark Rx, Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of October 31, 2004, there were 454,571,038 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “CMX.”

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ELI LILLY AND COMPANY

Eli Lilly and Company discovers, develops, manufactures, and sells pharmaceutical products in approximately 140 countries through owned or leased facilities in the United States, Puerto Rico, and 17 other countries. The company directs its research efforts primarily toward the search for products to diagnose and treat human diseases. The company also conducts research to find products to treat diseases in animals and to increase the efficiency of animal food production.

The following table sets forth the high, low, and period-end closing prices of Eli Lilly and Company. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of October 20, 2004, there were 1,131,639,100 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “LLY.”

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FOREST LABORATORIES, INC.

Forest Laboratories, Inc. develops, manufactures, and sells ethical drug products which require a physician’s prescription, as well as non-prescription pharmaceutical products sold over-the-counter. The company’s most important United States products consist of branded ethical drug specialties marketed directly, or “detailed,” to physicians.

The following table sets forth the high, low, and period-end closing prices of Forest Laboratories, Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of November 9, 2004, there were 368,407,033 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “FRX.”

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HCA INC.

HCA Inc. is a United States health care services company operating various types of hospitals, including general hospitals, acute care hospitals, psychiatric hospitals, and rehabilitation hospitals.

The following table sets forth the high, low, and period-end closing prices of the voting common stock of HCA Inc. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as of October 31, 2004, there were 462,245,300 shares of voting common stock outstanding and 21,000,000 shares of nonvoting common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “HCA.”

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JOHNSON & JOHNSON

Johnson & Johnson is engaged in the manufacture and sale of a broad range of products in the health care field. The company’s worldwide business is divided into three segments: Consumer, Pharmaceutical, and Medical Devices and Diagnostics.

The following table sets forth the high, low, and period-end closing prices of Johnson & Johnson. We obtained the prices shown below from Bloomberg Financial Markets, without independent verification. According to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2004, as of October 24, 2004, there were 2,967,726,203 shares of common stock outstanding. The company’s common stock trades on the New York Stock Exchange under the symbol “JNJ.”