October 21, 2009

Mr. Hugh West

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street NE

Mail Stop 4561

Washington, DC 20549-4561

Dear Mr. West,

We have received and reviewed your letter dated September 18, 2009. The following are our responses to each of your comments and requests. For ease of reference, we have repeated the Staff’s comments. Our responses are intended to address the questions raised by the Staff. We are ready to assist the Staff in resolving any matter requiring further attention.

Form 10-K for the fiscal year ended December 31, 2008

Notes to the Consolidated Financial Statements

Note 10 – Goodwill and Intangible Assets, page 142

In addition to the publicly available reports filed with the SEC, economic capital results have historically been provided to the Board of Directors at the enterprise level. However in conjunction with the recent enhancements to our corporate governance, which included a reconstitution of the Board of Directors, the Enterprise Risk Committee has been formed. As such, effective October 2009, the Board’s Enterprise Risk Committee will begin to receive the economic capital results by reporting unit and at the enterprise level. Additionally, monthly economic capital results by reporting unit and at the enterprise level are currently, and have been historically, routinely provided to our banking regulators.

The remaining underlying assumptions were consistent with our prior income approach calculations as described in our response letter dated May 8, 2009, which were applied consistently across reporting units in our June 30, 2008 annual impairment test. Specific assumptions used in the alternative calculation were as follows:

In the future, when valuing our reporting units other than Card Services, we plan to calculate fair value using the market approach, but will also perform independent calculations under the income approach to help validate our estimates of fair value. For Card Services, we will continue to calculate fair value using an income approach.

As a general rule, we believe that earnings multiples are a more meaningful indicator of fair value than capital multiples. If comparable earnings multiples are not available or are distorted due to market disruptions, it may be appropriate to use other multiples (e.g., tangible capital) in determining fair value of the reporting unit. Accordingly, given the wide disparity of the CMAS comparable earnings multiples and the relatively small number of comparable companies, [*** Redacted ***].

We acknowledge the wide disparity in earnings multiples noted for the comparable companies but believe that the price to earnings (PE) multiple of [*** Redacted ***] used in the fair value calculation is very conservative based on historical norms. As noted in the table below provided by our independent valuation experts, PE multiples of the comparable companies ranged from 6.2 to 39.6 over the past eight years.

We used projected 2009 income in the calculation of fair value as a proxy as we believed it to be more representative of expected future results compared to the results during the market disruption. Actual results during the trailing twelve months ended October 31, 2008 were dramatically affected by the impact of market dislocations during this period and were not indicative of long-term normalized operating results of the CMAS reporting unit. As a result, we believe that the use of projected results yielded a more reliable amount than would have been obtained had we begun with historical earnings and attempted to calculate a normalized number.

As discussed with our independent valuation experts, the market multiples used in our calculation reflected the market capitalization as of the valuation date and trailing earnings for the twelve months then ended. Without clear insight into the business plan for these comparable companies, we had no legitimate basis upon which to project a dollar amount of estimated earnings for the coming year. Similarly, given market dislocations and volatility in the second half of 2008, we concluded that analyst consensus earnings projections would not be meaningful.

[*** Redacted ***] Accordingly, we made a reasoned judgment that Step 2 of the impairment analysis would not have produced materially different results from the Step 1 analysis.

Note 14 – Shareholders’ Equity and Earnings per Common Share

Preferred Stock, page 163

In order to assign a book value to the preferred stock and the corresponding warrants, we estimated a fair value for each type of security separately, and then apportioned the total investment proportionately to the respective fair values in accordance with APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants (“the relative fair value method”). The difference between the initial book value and the redemption amounts of the preferred stock is being amortized over five years (Series N and Q) or ten years (Series R) consistent with the guidance in Staff Accounting Bulletin Topic 5.Q., Increasing Rate Preferred Stock.

These transactions were negotiated and announced in October 2008 and January 2009, at a time of unprecedented market turmoil. In our response letter dated July 24, 2009, we included a graph which illustrated both the extreme volatility and tremendous price declines followed by subsequent partial recoveries of similar preferred securities issued by Bank of America, Wells Fargo, Citi and JP Morgan from July 2008 to June 2009. Based on a review of that graph and the underlying data, prices ranged from the mid-twenties to the mid-eighties, and theoretically, depending on the facts and circumstances, a price within that range may be a reasonable estimate of fair value for the Series N, Q and R preferred stock. It is our view that these prices were reflective of a very high level of uncertainty in the marketplace. The fair value estimated by Bank of America for the Series N and Q preferred stock in October 2008 was approximately 65% of the redemption (par) value, and the fair value estimated for the Series R preferred stock in January 2009 was 53% of the redemption (par) value.

In a volatile market environment, more judgment is required when estimating the fair value of a financial instrument, especially when management must use observable market data from similar, but not identical, instruments as inputs into models. Although the Bank of America Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M (“Series M preferred stock”) was the most similar outstanding preferred stock, its first call date was ten years in the future, as opposed to three years for the Series N and Q preferred stock. The terms of the Series R preferred stock provide that it cannot be called until the Series N and Q preferred stock has been redeemed. Since the price, but not the yield, is observable for a perpetual security, market convention uses the first call date as the redemption date in order to calculate yield, which is the method we used to estimate a yield based on Series M preferred stock. It does not necessarily imply that market participants anticipate a call at that time. An unlimited life (whereby eighty years was used as a proxy) in the model was an assumption that captured the uncertainty in the market, and resulted in the discount that the market appeared to be demanding. We believed this resulted in an appropriate valuation of the preferred stock.

Furthermore, although the unadjusted yield for a ten-year security with similar characteristics was considered a proxy for the yield of the Series N, Q and R preferred stock, it does not necessarily mean that the market participants are assuming redemption at the first call date in three years. At the time the fair values of the Series N, Q and R preferred stock were estimated, management made judgments about the inputs to the present value model. One of the judgments made was that, if these securities were hypothetically offered publicly at that time, market participants would not expect

redemption in three years, and indeed might believe that the securities would be outstanding in perpetuity. This assumption was consistent with the market and investor concerns regarding nationalization of the banks. One indication that hypothetical market participants would not expect to receive par at the first call date was the wide disparity between a risk free rate and the implied market yields on the Series M preferred stock which were used in the estimation of fair value. The wide spread indicates that market participants were likely not expecting to receive par in three years. The yield on three year treasuries ranged between 1.88% and 2.11% from October 13 to October 15, 2008. By January 16, 2009, the three year treasuries were yielding 1.03%. As noted in our previous response letters, we determined that the market yield of the Series M preferred stock, assuming redemption in ten years, was 11.27% on October 14, 2008 and 15.05% on January 16, 2009. The 11.27% yield was used as the discount rate for the Series N and Q preferred stock, and the 15.05% yield was used as the discount rate for the Series R preferred stock in the discounted cash flow models.

Although we consider the use of an eighty year life (as a proxy for perpetuity) to be appropriate for all three series of preferred stock, there is additional corroborative evidence supporting that assumption for the Series R preferred stock. As noted above, the Series R preferred stock was issued pursuant to the TIP. In contrast to the CPP, the U.S. Treasury did not state publicly that TIP investments were being made to strong financial institutions in order to increase lending capabilities with the implication being that the recipients were stressed. The following excerpt of the U.S. Treasury’s January 2, 2009 press release announcing the TIP program is evidence of the information available to investors at the time:

The objective of this program is to foster financial market stability and thereby to strengthen the economy and protect American jobs, savings, and retirement security. In an environment of high volatility and severe financial market strains, the loss of confidence in a financial institution could result in significant market disruptions that threaten the financial strength of similarly situated financial institutions and thus impair broader financial markets and pose a threat to the overall economy. The resulting financial strains could threaten the viability of otherwise financially sound businesses, institutions, and municipalities, resulting in adverse spillovers on employment, output, and incomes.

Furthermore, another large financial institution (which ultimately converted a portion of its TARP funds to common stock) was the only other recipient of a TIP investment and the market perception appeared to be that Bank of America may be in a similar financial situation. The press and the public appeared to believe that the government was taking over banks deemed “too big to fail,” which stoked fears of nationalization. A January 14, 2009 article on Forbes.com, titled BofA, Citi May Need Another Slice of TARP, included a comment by an analyst that, “Given our economic outlook, it seems reasonable to consider that BofA may be the next ‘Citi.’” Although the Corporation’s management did not agree with these perceptions, for purposes of valuation we considered what hypothetical market participants’ perceptions may have been at that time.

We used market information available at the time that we adjusted where justified and in good faith estimated the fair value of the Series N, Q and R preferred stock. With the benefit of hindsight, it appears that Bank of America may indeed redeem these series of preferred stock sooner than market participants would have anticipated at the time of valuation. Subsequent events which were not foreseeable on the measurement dates included our additional equity issuances as well as the negative public perception of the TARP program recipients. Therefore, for comparison purposes, we have calculated the present value of the cash flows for the Series N, Q and R preferred stock assuming redemptions in three years (as requested in comment 5(d) below) and also assuming redemptions in five years. Five years is the period of time when the dividend yield for the Series N and Q preferred stock steps up and is consistent with our accretion schedule for the non-cash dividends for those securities. Additionally, we have calculated the present value of the cash flows for the Series R preferred stock assuming redemption in ten years, which is consistent with our accretion schedule for the non-cash dividends. The results of these present value (“PV”) calculations are as follows:

We have calculated these amounts to show the effect of using different assumptions for the redemption dates. However we do not believe the amounts above represented the fair values at the measurement dates.

The calculations to support our conclusion that using the alternate valuation assumptions would not have materially affected our financial statements are as follows:

We calculated the present value of the cash flows from the Series N, Q and R preferred stock assuming early redemptions at the first call dates, which would represent a three-year life. As discussed above, we do not believe that these amounts represent the fair values of the preferred shares at the measurement dates in October 2008 and January 2009.

The table below summarizes the present value of the cash flows (“PV”) from the Series N, Q and R preferred stock and the corresponding book value (“BV”) that would have been allocated using the relative fair value method for the preferred stock and warrants of each of the three issuances using discount rates of 11.27% (Series N and Q) and 15.05% (Series R) and assuming early redemptions at the first call dates:

The discounts (i.e., the difference between the liquidation preferences and the book values at inception) on the Series N, Q and R preferred stock accrete as a monthly non-cash deferred dividend from the date of issuance over five (Series N and Q)¹ or ten (Series R) ¹ years. The table below shows the difference between using the alternate valuation assumptions suggested (i.e., present value of the cash flows until the first call dates) and the fair value calculations originally used by Bank of America:

The differences between the book values that would have been assigned to Series N, Q and R preferred stock had we used an assumption of a three-year life and the book values that were assigned using the estimated fair values represent four percent or less of the total book value of each issuance. Additionally, based on Bank of America’s total shareholders’ equity as of March 31, 2009 of approximately $240 billion, we do not believe these differences are material. Furthermore, if we had assumed redemption after five or ten years the difference would be even smaller, particularly for the Series R preferred stock. Using the alternate assumptions (i.e., redemption of preferred shares in three years) would increase net income available to common shareholders by $45 million per quarter.

We believe that assuming redemption after eighty years (as a proxy for perpetuity) was a reasonable and appropriate input in the valuation models used which resulted in an appropriate estimate of fair value. Nevertheless, assuming earlier redemption dates would not have materially changed the book values assigned to the Series N, Q and R preferred stock and the associated warrants nor would it have materially changed the net income available to common shareholders.

Form 10-Q for the period ended March 31, 2009

Note 10- Goodwill and Intangible Assets, page 43

As we considered the possible underlying reasons for the volatility in the Corporation’s market capitalization, we did not believe that the fair value of the individual reporting units declined. As previously described, we believe the changes in the Corporation’s market capitalization were being driven by market reactions to “fear and uncertainty,” the impacts of the Merrill Lynch acquisition and additional preferred stock and warrants issued to the U.S. Treasury, and the overall negative investor sentiment to the financial services industry resulting from the media frenzy. Note that during the first quarter of 2009, all of our other reporting units (excluding MHEIS and Card Services) were profitable (inclusive of any asset write-downs) with the exception of Columbia Management, which had a very small loss. This supported our judgment that a goodwill impairment analysis was not required for such reporting units as of March 31, 2009. Additionally, we note that the reporting units that we had not tested continued to be profitable during the second quarter of 2009.

The table below indicates the quarterly earnings at each reporting unit for the quarters ended June 30, 2009, March 31, 2009 and December 31, 2008:

As a result of the above, our judgment was that a goodwill impairment analysis should be conducted for MHEIS (now called Home Loans & Insurance) and Card Services as of March 31, 2009, given the continued stress that those reporting units were experiencing, but not for the other reporting units.

The fair value ranges for Business Lending, Treasury Services and Deposits & Student Lending were determined at +/-5% from the calculated fair value. This approach was deemed reasonable given the low standard deviation in earnings multiples for the comparable companies and the homogeneous nature of the comparable companies for these reporting units. Note that the fair value of these reporting units was updated as shown in Exhibit C in the supplemental information to our response letter dated July 24, 2009. The fair value range based upon the updated fair values was not recalculated in that exhibit.

The fair value ranges for CMAS, U.S. Trust, Columbia Management and Premier Banking & Investments (“PB&I”) were based on reasonably possible high and low control premiums (+/- 5%) for the respective reporting units The control premium selected for these reporting units was [*** Redacted ***]. It should be noted that if we had determined the fair value range at +/-5% from the calculated fair value similarly to the approach described in the paragraph above, the results would have still indicated that these reporting units pass Step 1.

The fair value range for CRE was determined in a similar manner, however the control premium range was expanded by [*** Redacted ***]. As described in our response to comment 11 in our response letter dated July 24, 2009, we concluded that the downturn in this reporting unit’s market value warranted expanding the control premium range as a potential buyer would be willing to pay a premium based on a depressed price in the dislocated market at the time. However, we concluded that a downward adjustment was also prudent as the valuation was computed based on normalized net income since CRE was reporting a net loss as of the valuation date.

In computing the fair value low and high range for Card Services, in addition to the control premium being adjusted +/-5% as noted above, the high end of the range was computed using normalized 2009 forecasted earnings whereas the low end of the range was computed using non-normalized 2009 forecasted earnings. The earnings utilized in these computations are further discussed in our response to comment 10 below.

[*** Redacted ***] These were the Step 1 calculated fair values of the reporting units as indicated in Exhibit 6.4 and Exhibit 4.4 of the supplemental information provided in Exhibit A to our response letter dated July 24, 2009.

Interest income and expense generated by Corporate Treasury is allocated to each reporting unit by an internal funds transfer pricing (“FTP”) process. This process considers the duration and repricing frequency of assets held on a reporting unit’s balance sheet, estimates the cost of funding those assets at the corporation’s wholesale borrowing rate, and charges the expense to the reporting unit as an internal FTP charge. Similarly, the reporting units that hold deposits receive an internal FTP credit which is also based on re-pricing characteristics and the corporation’s wholesale borrowing rate. This process is designed to remove interest rate risk, which is managed centrally, from the reported results of the various reporting units and to create a uniform measurement of profitability.

The principal assets on the balance sheet of Business Lending (“BL”), shown in Exhibit 2.1 of the supplemental information provided in Exhibit A to our response letter dated July 24, 2009, are $323 billion of commercial loans, commercial real estate loans, leases made to commercial and corporate customers and goodwill. Other non-earnings assets of $7 billion include various items such as accrued interest receivable, customer acceptances, and foreclosed real estate. The $275 million of deposit liabilities on the balance sheet represent deposits generated by customers of the commercial leasing line of business, which are recorded in BL as an exception to the general rule for commercial deposits.

The principal assets of D&SL, shown in Exhibit 7.1 of the supplemental information provided in Exhibit A to our response letter dated July 24, 2009, are student and small business banking loans of $16 billion and goodwill of $14 billion. Allocated balances totaling $7 billion include cash and cash equivalents, which are assigned to D&SL based on customer deposit account activity, and cash held in banking centers, vaults and ATMs. The principal liabilities are $386 billion of consumer and small business banking deposits. The DS&L balance sheet in Exhibit 7.1 does not reflect $358 billion of additional assets that were subsequently allocated to match liabilities (i.e., deposits) from the central Corporate treasury function. These additional allocated assets reflect the funds provided by DS&L deposits that are used elsewhere in the Corporation. DS&L is credited with income on these allocated balances through the FTP process.

The principal assets of PB&I, shown on Exhibit 8.1 of the supplemental information provided in Exhibit A to our response letter dated July 24, 2009, are $36 billion of loans to PB&I customers, principally non-conforming mortgages and home equity loans and goodwill of $3 billion. The PB&I customer segment generally represents affluent individuals with significant levels of investable assets, short and medium term liquidity needs represented in the form of deposit products, along with borrowing needs mainly in the form of first mortgages and home equity loans. The principal liabilities of PB&I are $128 billion of deposits generated by PB&I customers. The relatively large amount of deposits as compared to loans comes from the affluence of this specific customer segment and is reflective of their greater need for investments and deposit solutions rather than lending products. In addition, most conforming loans originated in PB&I are packaged and sold in the secondary market.

[*** Redacted ***]

Average economic capital is used for the goodwill impairment analysis, which is consistent with the format and calculation provided to the public, the regulatory authorities and the Board of Directors (as noted in the response to comment 1 above).

We believe this approach is appropriate for CMAS given historical trailing earnings were skewed by the unusual and extreme market dislocations during that period of time. Trailing earnings were not considered indicative of the then current market conditions and operating results of the CMAS reporting unit or the underlying value of the business. In our view and consistent with discussions with our independent valuation experts, use of projected earnings is consistent with how market participants would value the business in similar market conditions.

Based on a review of the historic earnings multiples of the comparable companies, we noted that the selected earnings multiple of [*** Redacted ***], before discounting, approximated the average minimum earnings multiple of the comparable companies for the eight years ending October 31, 2007. In addition, we gave equal weighting to book and tangible capital multiples given the impact of the current market conditions on the earnings multiples. We believe that this approach resulted in a reasonable estimate of fair value and is consistent with the way a market participant would estimate fair value in similar market conditions.

If we had discarded the high and low multiples, we would have been left with two multiples in the analysis, 11.94 and 20.85, with an average of 16.40. As previously noted, we used an earnings multiple of only [*** Redacted ***] to value CMAS, which we believe was conservative in light of the then current market conditions.

Based on a review of the historical earnings multiples for the comparable companies, we noted that the selected multiple is within the historical range. As shown in Exhibit 4.4 of the supplemental information provided in Exhibit A to our response letter dated July 24, 2009, the earnings multiple selected for Group I was the maximum multiple of [*** Redacted ***].

[*** Redacted ***] Based on discussions with our independent valuation experts, it is customary to discount the earnings multiples selected to account for the time needed to achieve the normalized level of earnings under the market approach. We believe that a market participant would use a similar approach to value this reporting unit.

Net interest income is derived from the investment of cash generated by interest-bearing and non-interest bearing deposits, sweep investments, and other liability management products provided to the Corporation’s commercial and corporate banking customers. Deposit products provide a relatively stable source of funding and liquidity for the Corporation. Interest income and expense is allocated to Treasury Services using our FTP process which takes into account the interest rates and maturity characteristics of the deposits. Noninterest income is generated from payment and receipt products, merchant services, wholesale card products, and trade services and is comprised largely of service charges which are net of market-based earnings credit rates applied against noninterest-bearing deposits.

The multiples were selected based primarily on a comparison of the Treasury Services reporting unit’s financial metrics, including ROAA and ROAE, to those of the comparable companies. In our subjective analysis, we weighted ROAE more heavily.

[*** Redacted ***]

Based upon a review of the historic earnings multiples of the comparable companies, we noted that the derived earnings multiples fell within a reasonable historical range and thus did not warrant a similar earnings normalization methodology. As indicated in the table below, the eight year average multiples, where available, were also within a reasonable range from the October 31, 2008 period end multiples.

The equity value utilized in the Card Services Step 2 impairment analysis was [*** Redacted ***] which was the equity value calculated in the Step 1 impairment analysis.

We selected the median multiples for PB&I given the reporting unit’s below median ROAA and above median ROAE as compared to the comparable companies. The PB&I client segment generally represents affluent individuals with investable assets of $250 thousand or greater, short and medium term liquidity needs represented in the form of deposit products, along with borrowing needs mainly in the form of first mortgages and home equity loans. Further, PB&I’s credit loss historically and during the period under consideration have been lower than typical consumer loan losses (approximately [*** Redacted ***] charge-off ratio in 2008 vs. [*** Redacted ***] for all consumer loans in 2008).

We would also add that, had we used the minimum earnings multiple for either reporting unit, the calculated fair value of that have unit would have been greater than economic capital and, accordingly both reporting units would have passed Step 1 of the goodwill impairment analysis.

Form 10-Q for the period ended June 30, 2009

Consolidated Statements of Income, page 3

Note 8 – Securitizations

Credit Card Securitizations, page 36

Discount Option Receivables

With respect to the designation of Discount Option Receivables, we note that Section 2.08 of the Second Amended and Restated Pooling and Servicing Agreement dated October 20, 2006 (the “PSA”), which was one of the agreements between BA Credit Card Funding, LLC (“Funding” or the “Transferor”), FIA Card Services, National Association (as Servicer), and The Bank of New York (as the Trustee) that established and governs the Trust and its operations, specifically provides for the designation of principal receivables in the Trust to become Discount Option Receivables:

Section 2.08 Discount Option The Transferor may at any time, upon at least 30 days prior written notice to the Servicer, the Trustee, each Credit Enhancement Provider and each Rating Agency, designate a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “Discounted Percentage”), of the amount of Principal Receivables arising in all of the Accounts to be treated on and after such designation, or for the period specified, as Discount Option Receivables; provided, however, that no such designation shall become effective on the date specified in the written notice unless the following conditions have been satisfied:

On and after the date of satisfaction of the above conditions, in processing Collections of Principal Receivables of the Accounts the Servicer shall deem the product of the Discounted Percentage and Collections of such Principal Receivables as “Discount Option Receivable Collections” and shall treat such Discount Option Receivable Collections for all purposes hereunder as “Collections of Finance Charge Receivables.”

To summarize, Section 2.08 requires that specific conditions such as obtaining written confirmation from rating agencies, delivery of Officer’s Certificates, etc., must be met before the designation can be affected. All of these conditions were met or, in the case of the 30 days notice requirement, waived by unaffiliated third parties – specifically the rating agencies and the Trust’s Trustee—prior to the designation of the Discounted Percentage. In addition, the mechanics specified in Section 2.08 of the PSA cited above regarding (i) the designation of a Discounted Percentage, (ii) the application of that Discounted Percentage on new Principal Receivables arising in the accounts on and after such designation, and (iii) the treatment of collections of Discounted Option Receivables Collections as Collections of Finance Charge Receivables are all in each case consistent with the manner in which Funding implemented the Discount Option Receivables. Finally, no modification to the existing legal documents was required to effect this action. Thus, we concluded that the designation of Discount Option Receivables as described above was “entirely specified” by the documents.

We also considered whether this action was “significantly limited” as it allows the Transferor (as defined in the PSA) to specify the Discounted Percentage to be applied. On that point, we concluded that because the limited discretion to designate the Discounted Percentage does not grant a right to the Trust itself, but rather only to the Transferor, then the Transferor’s actions need not be “significantly limited” provided that designation only effects newly-generated receivables (i.e., it does not affect receivables that already have been transferred to the Trust). However, we did conclude that (i) the approvals which needed to be obtained by unaffiliated third parties—specifically the rating agencies and the Trust’s Trustee—before the designation can be effective, and (ii) the certification of the Transferor that the designation would not result in a payout event (essentially a performance-related acceleration of principal on the Trust securities), constitute meaningful, significant limitations on the Transferor’s exercise of the Discounted Percentage.

Class D Security

With respect to issuing the Class D, the issuance of securities and other interests in the Trust is clearly defined as a permitted activity. The PSA defines the Trust’s permitted activities and states, in part, in Section 1.01:

“Permitted Activities” shall mean the primary activities of the Trust, which are: (a) holding Receivables transferred under this Agreement … (b) issuing Certificates and other interests in the Trust assets; (c) receiving Collections and making payments on such Certificates and interests in accordance with the terms of this Agreement and any Series Supplement; and (d) engaging in other activities that are necessary or incidental to accomplish these limited purposes, which activities cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature. (Emphasis added)

The Emerging Issues Task Force (“EITF”) in its discussions on Issue No. 02-12, Permitted Activities of a Qualifying Special-Purpose Entity in Issuing Beneficial Interests under FASB Statement No. 140, considered the extent to which a QSPE (or its agent) can “manage” the liabilities issued by the QSPE – that is, whether a QSPE can determine the terms of new beneficial interests issued after its inception. The EITF reached no consensus that would prohibit or limit

the creation of new securities after initial inception or the determination of the key terms of those securities. The EITF ceased discussion on these issues as the FASB decided to address these issues as part of its broader project to interpret SFAS 140. Ultimately, the FASB eliminated the concept of the QSPE with the issuance of SFAS 166 Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140 which will be effective for the Corporation beginning January 1, 2010.

Given that the PSA explicitly permits the creation of new notes such as the Class D, we concluded that the issuance of security interests, including the Class D, is a “permitted activity” and is “entirely specified” by the documents that established and govern the Trust and that govern the creation of beneficial interests in the transferred assets that the Trust holds.

We also consulted with our external legal counsel who concurred with our assessment that affecting the Discount Option Receivables and the issuance of the Class D were actions that did not change the permitted activities of the Trust and were entirely specified in the legal documents that established the Trust and created the beneficial interests in the transferred assets that the Trust holds.

Based on the facts and circumstances summarized above, we concluded that the issuance of the Class D and affecting the Discount Option Receivables did not preclude the Trust from continuing to be classified as a QSPE.

We believe the foregoing is responsive to the questions raised by the Staff. Further, we have reviewed the responses with our independent public accountants, PricewaterhouseCoopers LLP.

The adequacy and accuracy of the disclosure in the filings is the responsibility of the Corporation. The Corporation acknowledges to the SEC that Staff comments or changes in disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filings may not be asserted as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have further questions or require additional clarifying information, please call Mr. Randy Shearer, Financial Reporting and Policy Executive, at (980) 388-8433 or me at (980) 387-4997.

Sincerely,

John M. James

Corporate Controller

Edward P. O’Keefe, General Counsel

Neil Cotty, Chief Accounting Officer

Thomas Pirolo, Partner, PricewaterhouseCoopers LLP

Appendix A