SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 11-K

(Mark One)

For the fiscal year ended December 31, 2005

OR

For the transition period from                  to                 

Commission File Number 1-6523

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

The Bank of America 401(k) Plan

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

Bank of America Corporation

Bank of America Corporate Center

Charlotte, NC 28255

EXHIBIT INDEX

Exhibit A

THE BANK OF AMERICA 401(k) PLAN

FINANCIAL STATEMENTS AND

SUPPLEMENTAL SCHEDULE WITH

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2005 AND 2004

MORRIS, DAVIS & CHAN LLP

Certified Public Accountants

The Bank of America 401(k) Plan

Index to Financial Statements and Supplemental Schedule

December 31, 2005 and 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Participants and the Corporate Benefits Committee of

The Bank of America 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of The Bank of America 401(k) Plan (the Plan), as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Morris, Davis & Chan LLP

April 21, 2006

Charlotte, North Carolina

The Bank of America 401(k) Plan

Statements of Net Assets Available for Benefits

December 31, 2005 and 2004

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

2

The Bank of America 401(k) Plan

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2005 and 2004

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

3

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

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

Plan Sponsor and Participating Employers

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

General

The Plan is a defined contribution plan for employees of the Corporation and participating subsidiaries. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Effective January 1, 2005, all employees covered by the Plan are eligible to make pre-tax contributions as soon as administratively practical after employment commences. Prior to 2005, employees were eligible to make pre-tax contributions the first day of the month after completing 1 full month of service (not including the month employment began). After-tax contributions are not permitted.

All employees covered by the Plan are eligible to receive company matching contributions after completing 12 months of service. Any pre-tax contributions made prior to completing 12 months of service are not eligible for the company matching contribution.

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

Prior to 2005, the assets of the Plan were held and invested in either the Principal Trust or the Leveraged Trust. The company matching contributions common and preferred stock accounts, and certain shares of the Corporation’s common stock which were not yet allocated to participant accounts, were held in the Leveraged Trust. The Principal Trust held all other assets of the Plan. The Leveraged Trust was merged into the Principal Trust effective as of the close of business on December 31, 2004. Since that merger, all assets of the Plan are held in a single trust (the trust formerly known as the Principal Trust).

4

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Investment Alternatives

The Plan provides participants with 19 investment alternatives. These investment alternatives are the Stable Capital Fund, the Bank of America Corporation Common Stock Fund, which invests primarily in the Corporation’s common stock, and 17 investment alternatives that are primarily invested, respectively, in the following mutual funds: the Columbia Large Cap Value Fund (formerly known as the Nations Value Fund), the Columbia Core Bond Fund (formerly known as the Columbia Quality Plus Core Bond Fund), the Columbia Large Cap Index Fund (formerly known as Nations LargeCap Index Fund), Columbia Multi-Advisor International Equity Fund (formerly known as the Nations International Equity Fund), the Columbia Marsico Focused Equities Fund (formerly known as the Nations Marsico Focused Equities Fund), the Columbia SmallCap Index Fund (formerly known as the Nations SmallCap Index Fund), the Columbia MidCap Index Fund (formerly known as the Nations MidCap Index Fund), the Columbia LifeGoal^® Income & Growth Portfolio (formerly known as the Nations LifeGoal^® Income and Growth Portfolio), the Columbia LifeGoal^® Balanced Growth Portfolio (formerly known as the Nations LifeGoal^® Balanced Growth Portfolio), the Columbia LifeGoal^® Growth Portfolio (formerly known as the Nations LifeGoal^® Growth Portfolio), the Batterymarch U.S. Small Capitalization Equity Portfolio, the Western Asset Core Bond Portfolio, the Vanguard^® Total Stock Market Index Fund, the Dodge & Cox Stock Fund, the Growth Fund of America^®, the Fidelity Diversified International Fund and the Fidelity Real Estate Investment Portfolio.

Participants may elect to modify existing investment allocations on a periodic basis subject to the provisions of the Plan.

The Plan also includes a Segregated Fund that is not available for additional participant investments. The Segregated Fund consists of the segregated investments and accounts of certain participants of the former NationsBank Texas Plan. The Plan also includes a Loan Fund that consists of participant loans made under merged plans.

Prior to August 2, 2004, company matching contributions in stock, or in cash used to purchase stock, were not available for allocation to alternative investment options until participants reached age 55 and were fully vested. Effective August 2, 2004, the Plan was amended to eliminate the age 55 requirement for participants to transfer matching common stock to other investment options. Effective January 1, 2005, the Plan was amended to eliminate the full vesting requirement for participants to transfer matching common stock to other investment options.

5

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Plan Trustee

Bank of America, N.A. has been the sole trustee of the Plan since the merger of the Leveraged Trust into the Principal Trust at the end of 2004 noted earlier in this footnote. During 2004, Bank of America, N.A. was the trustee of the Principal Trust and State Street Bank & Trust Company was the trustee of the Leveraged Trust which contained employer securities including Bank of America Corporation Common Stock and Bank of America Corporation ESOP Preferred Stock, Series C.

Contributions

The Plan provides for participant pre-tax contributions through salary deductions ranging from 1% to 30% (1% to 15% prior to January 1, 2005) of base pay, overtime pay, shift differential pay, vacation and holiday pay, short-term disability benefits, and commissions, bonuses or other incentive pay designated by the Committee. In accordance with federal law, annual pre-tax contributions for 2005 and 2004 were limited to $14,000 and $13,000, respectively, for participants who are below age 50. Additional contributions of $4,000 in 2005 and $3,000 in 2004 were permitted for participants over age 50. Participants are permitted to change their contribution rate in multiples of 1% on a daily basis.

Effective January 1, 2005, company matching contributions are calculated and allocated to the participant’s account on a pay period basis. The company matching contribution is equal to the first 5% of plan-eligible compensation contributed by the participant for the pay period. Company matching contributions are made in cash and are directed to the same investment choices as the pre-tax contributions. An end of year “true-up” matching contribution is also provided.

Prior to 2005, the Plan provided for an annual company matching contribution, which was based on the participant’s pre-tax contributions of their plan-eligible compensation for the Plan year. A participant had to be employed by the Corporation on the last business day of the year in order to receive a company matching contribution, unless during the year the participant retired, died, became disabled, or terminated employment due to certain divestitures or workforce reductions. The Plan provided for a 100% company matching contribution for every $1 a participant contributed to the Plan, up to 5% of plan-eligible compensation. Company matching contributions were made in Bank of America Corporation Common Stock using the average month-end closing price for the year and adding in shares that would have been bought with dividends throughout the year. The Corporation made periodic contributions based on its estimated annual contribution. Such contributions were subject to adjustment at December 31 of each year to give effect to forfeitures, which reduced the required company matching contributions. Pursuant to the Plan provisions, the total employer contribution calculated had a fair value of $239,715,079 for 2004.

Employer contributions include forfeitures and additional contributions made in the form of cash. After consideration of forfeitures, the actual cash remitted by the Corporation was $222,522,260 and $211,937,517 for 2005 and 2004, respectively.

6

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Other Income

The Plan received a payment of $22,356,060 in July of 2004 representing its share of the proceeds from the settlement of The Bank America Corporation Securities Litigation, a class action filed in the Federal District Court for the Eastern District of Missouri. The payment, net of expenses, was allocated among current and former plan participants in proportion to their interests in employer stock in three predecessor plans as of September 30, 1998.

Payment of Benefits

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

Following a participant’s death, disability, retirement or other separation from service, all vested amounts held in the Plan for a participant’s benefit are payable in a single lump sum. The form of payment is cash, except to the extent that the participant elects to have the portion of his/her account invested in the Bank of America Corporation Common Stock Fund (and while maintained other Plan investment funds primarily invested in Bank of America Corporation Common Stock or Preferred Stock) distributed in shares of Bank of America Corporation Common Stock. Participants may elect to roll over a portion or all of their vested Plan balance to increase their monthly annuity payment under The Bank of America Pension Plan (the Pension Plan) if their vested balances in both the Pension Plan and this Plan exceed $5,000. The Pension Plan is a defined benefit cash balance plan providing retirement benefits to eligible employees. The Plan provides other payment methods for certain participants in predecessor plans merged with the Plan.

7

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Vesting of Benefits

Each participant is 100% vested in the participant’s pre-tax and rollover contributions to the Plan as well as earnings thereon. Effective January 1, 2005, company matching contributions are 100% vested immediately for participant’s in service on or after that date. Prior to 2005, company matching contributions vested 20% for each 12 months of vesting service and were 100% vested after completing 5 years of vesting service.

Participant Accounts

Beginning in 2005, each participant’s account is credited with the allocation of their pre-tax and matching contributions each pay period. (In 2004, allocations were credited semi-monthly with an annual allocation of the company matching contributions.) Earnings for all funds are allocated to a participant’s account on a daily basis, based on the participant’s account balance in relation to the total fund balance. Participants may elect to have the dividends earned on the Corporation’s stock allocated to their accounts, paid directly in cash or reinvested in the Plan.

Loans to Participants

The Plan does not permit new loans to participants.

Significant accounting policies of the Plan are summarized below:

Basis of Accounting

The financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Revenues are recognized as earned. Benefits paid to plan participants are recorded when paid. All other expenses are recorded as incurred.

Management Estimates

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

Valuation of Investments

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

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

8

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Valuation of Investments (Continued)

Participant loans are valued at cost, which approximates market as determined in good faith by the Bank of America, N.A., the Trustee.

Investment contracts are stated at contract value (principal plus accrued interest). The terms of the majority of the contracts are benefit responsive, providing a guarantee by the issuer to pay principal plus accrued interest in response to benefit-related requests for payment. The average yield and crediting interest rates for such investments were 4.69% and 4.67%, respectively for 2005 and 4.64% and 4.72%, respectively, for 2004. The fair market values of these investment contracts reported in aggregate for the Stable Value Fund were $1,167,953,715 and $1,130,370,026 as of December 31, 2005 and 2004, respectively. To arrive at the aggregate fair market value, comparable duration Wall Street Journal GIC Index rates were used as the discount factor within the discounted cash formula. A standard present value calculation has been employed to arrive at a current value for each cash flow within a contract. The sum of the present values for each contract’s cash flows is the estimated total fair market value for that contract. All of the contract fair market values are then added together to arrive at the above aggregate fair market value for the portfolio. The Stable Capital Fund contains indexed synthetic guaranteed investment contracts. This consists of a portfolio of collective bond fund units owned by the Fund and a benefit-responsive, book-value “wrap” contract purchased for the portfolio. The wrap contract amortizes gains and losses of the portfolio units over the duration of the portfolio’s average life, and assures that the book value, benefit responsive payments will be made for participants’ withdrawals. The crediting rate on the indexed synthetic resets periodically and it will have an interest rate of not less than 0%.

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

Investment Transactions

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

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

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

9

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Investment Transactions (Continued)

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

Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Plan Expenses

Leveraged Trustee fees, Bank of America, N.A. Trustee direct expenses, some professional fees and certain administrative fees for associate communication and services, recordkeeping and benefit payment services are paid by the Plan. These expenses are allocated pro rata to the Plan’s investment funds.

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

Investment Management

The Plan provides 19 investment alternatives to participants. Some of these investment alternatives are primarily invested in mutual funds from the Columbia Funds mutual fund families (formerly Nations Funds), which are administered and advised by certain affiliates of the Corporation. The affiliates are Marsico Capital Management, LLC (MCM), and Columbia Management Advisors (CMA), which are all part of the Columbia Management Group, the primary asset management division of the Corporation. The other investment alternatives are primarily invested in (i) mutual funds that are not administered or advised by affiliates of the Corporation, (ii) the Corporation’s common stock, or (iii) in the case of the Stable Capital Fund, a separately managed account that is managed by an unaffiliated investment advisor, Standish Mellon Asset Management Company, LLC.

Reclassifications

Certain amounts in the prior year financial statements and notes have been reclassified to conform to current year presentation.

Included in the Supplemental Schedule of Assets, is a complete listing of the Plan’s investments at December 31, 2005. Investments at December 31, 2005 and 2004 that represent 5 percent or more of the Plan’s net assets available for benefits include the following:

10

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

For the years ended December 31, 2005 and 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in fair value by $57,472,642 and $864,040,735 respectively, as follows:

During 2004, the Bank of America Corporation Convertible ESOP Preferred Stock, Series C (ESOP Preferred Stock) was converted to common stock so that there were no outstanding shares of ESOP Preferred Stock at December 31, 2004. This conversion is reflected in the appreciation (depreciation) shown above.

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

11

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

The Plan holds investments in various funds that are part of the Columbia Funds mutual fund family (formerly Nations Funds).

MCM and CMA are non-bank affiliates of the Corporation and provide advisory services to Columbia Funds. As advisors to and administrators of the funds, affiliates receive fees directly from the funds for providing services to the funds, including investment management services. Columbia Fund Distributors, Inc. administers and distributes Columbia Funds.

Investment units and shares of Columbia Funds are purchased at net asset value. The investments held at December 31, 2005 and 2004 were as follows:

12

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

At December 31, 2005 and 2004, the Plan held investments in the Bank of America Corporation Common Stock valued at $3,943,802,661 and $4,290,015,722, respectively.

For the years ended December 31, 2005 and 2004, the Plan paid direct expenses to the Trustee totaling $278,695 and $274,224, respectively.

The calculation of unrealized appreciation/ (depreciation) and realized gains/ (losses) differs for financial reporting purposes and the reporting under ERISA. ERISA requires that unrealized appreciation/ (depreciation) and realized gains/ (losses) be determined using the revalued cost method. The revalued cost method requires that the cost basis of all investments be adjusted to their fair value at the beginning of the Plan year. The revalued cost method results in the same aggregate unrealized appreciation/ (depreciation) and realized gains/ (losses) as that determined under GAAP, but results in a different amount for each of the unrealized and realized components. Under ERISA guidelines, net unrealized appreciation (depreciation) and realized gains were $(308,305,931) and $365,778,273, respectively, for the year ended December 31, 2005 and were $520,215,186 and $343,825,549, respectively, for the year ended December 31, 2004.

Benefit obligations payable to participants at December 31, 2005 and 2004 are reflected as Plan liabilities in the Form 5500 but are not included as Plan liabilities in the statements of net assets available for benefits.

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

13

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

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

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

As noted in note 1 above, effective January 1, 2005, all participant account investments in Bank of America Corporation Common Stocks became subject to participant-directed investment direction. As such, only the 2004 information related to the net assets and changes in net assets for the nonparticipant directed shares of Bank of America Corporation Common and Preferred Stocks is presented below:

Statement of Net Assets Available for Benefits:

14

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

Statement of Changes in Net Assets Available for Benefits:

15

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

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

Currently, the 1998 and 1999 Plan years are under audit by the IRS. The audit includes a review of voluntary transfers by participants of assets of the Plan to The Bank of America Pension Plan and whether such transfers were in accordance with applicable law. In December 2005, the Corporation received a Technical Advice Memorandum from the National Office of the IRS that concludes that the amendments made to the Plan in 1998 to permit the transfers violated the anti-cutback rule of Section 411(d)(6) of the IRC. The Corporation continues to participate in administrative proceedings with the IRS regarding issues raised in the audit.

Subject to resolution of the administrative proceeding noted above, the plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

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

The Barnett Employees Savings & Thrift Plan, a predecessor plan, was the subject of certain litigation involving change of control provisions contained in the predecessor plan document. These actions sought relief, which would have required the Plan Sponsor to make additional contributions to the Plan on behalf of the predecessor plan participants. Judgment was rendered in favor of the defendants during 2004. As of December 31, 2004, the case was concluded.

The Plan is the subject of litigation involving the voluntary transfers from the Plan to The Bank of America Pension Plan referenced in note 10 above. The outcome of this litigation cannot be predicted at this time.

The Plan is the subject of litigation involving alleged market timing arrangements in certain Nations Funds mutual funds in which the Plan is invested. In December 2005 the Corporation and other named defendants in the litigation entered into a settlement that among other things, is contingent upon a minimum threshold amount being received by the Nations Funds shareholders and/or the Nations Funds mutual funds from a previously established regulatory settlement fund. The settlement is subject to court approval.

16

The Bank of America 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004

17

The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2005

18

The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2005

19

The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2005

* Investments with parties-in-interest as defined under ERISA.

20

The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2005

21

The Bank of America 401(k) Plan

EIN 56-0906609 Plan No. 003

Schedule H, Line 4i - Schedule of Assets

December 31, 2005