June 7, 2010

Kathryn McHale

Senior Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4561

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 26, 2010

File No.: 001-06523

Dear Ms. McHale,

We have received and reviewed your letter dated May 3, 2010 regarding the above-referenced filing by Bank of America Corporation (“Corporation”). 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, 2009

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Credit Risk Management, page 54

The following are the types of short-term mortgage modification programs we currently offer (a borrower can be offered one or more of these modification types) along with specific examples of the qualitative analysis of the insignificant delay or shortfall of total amounts due:

In addition to the short-term mortgage modifications discussed above, we also provide modifications of loans in our dealer financial services (“DFS”) portfolio, which includes automotive, marine and recreational vehicle loans. The majority of these DFS modifications have been short-term in nature. More specifically, they were extensions of the payments up to a maximum of 90 days where the payments are deferred until the end of the term of the loan. Similar to the short-term mortgage modification programs, we do not classify these DFS modifications as TDRs due to their short-term nature, the insignificant delay in or shortfall of the amounts collected, and the fact that we expect collection of the full contractual principal and interest. During 2009 and 2008, we completed approximately 33,200 and 49,200 extensions of DFS loans with a UPB of $763 million and $1.0 billion, respectively.

During 2009 we also completed other DFS modifications where the modification period was greater than 90 days, up to a maximum of 12 months. We did not offer these modifications prior to 2009. We completed approximately 1,100 such modifications in 2009 with a UPB of $49 million.

Under certain circumstances, modifications may be made to credit card and consumer lending loans, as further described in our response to comment 10.

The loans modified under the short-term DFS modification programs are not placed on nonaccrual status and therefore are not reported as nonperforming loans in accordance with our policy on consumer loans secured by personal property, as appropriate. These loans are charged off no later than the end of the month in which the account becomes 120 days past due. Loans modified under the DFS programs are reclassified as current as a result of the short-term modification consistent with regulatory requirements and industry practice. Delinquency tracking restarts with the reclassification to current status.

Commercial Portfolio Credit Risk Management

Commercial Credit Portfolio – Commercial Real Estate, page 67

Although the amount of capitalized interest is calculated on a monthly basis for each individual loan, we do not maintain electronic records of the cumulative amount of interest capitalized for each loan or for the construction loan portfolio as a whole. We recently performed a review of commercial real estate (“CRE”) facilities with committed balances greater than $10 million as of March 31, 2010. From this population, we identified $8.8 billion of facilities that currently have remaining unutilized interest reserves, which total $616 million. The facilities with unutilized interest reserves include 27 nonperforming facilities with an aggregate carrying value of $533 million, which is net of $92 million in cumulative charge-offs. We performed a manual review of the files for these 27 facilities and determined that the carrying value includes $63 million of interest that had been capitalized while they were on performing status and the facilities have $38 million of remaining unutilized interest reserves.

We review all construction loans and update risk ratings on a quarterly basis. When a loan is classified as a criticized exposure, which includes risk ratings of Special Mention, Substandard and Doubtful, a new appraisal is obtained. A loan that carries a risk rating of Doubtful must be placed on nonaccrual status unless it is well secured and in process of collection.

In accordance with regulatory guidelines, a CRE loan is assigned a risk rating of Special Mention if the loan has potential weaknesses that deserve management’s close attention. For example, borrowers may be experiencing adverse operating trends, management problems, or pending litigation. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan at some future date. Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a Special Mention rating.

A CRE loan is assigned a risk rating of Substandard if the loan is inadequately protected by the borrower or the value of the underlying property and any other assets that serve as collateral for the loan. In such a case, one or more weaknesses exist that jeopardize repayment and the Corporation may sustain some loss if deficiencies are not corrected. Examples of weaknesses are as follows:

A CRE loan is assigned a risk rating of Doubtful if weaknesses are so severe that collection or liquidation in full, on the basis of currently existing facts, conditions, and values, is highly questionable or improbable. Loans in this category must be placed on non-accrual status.

To the extent that the project is underperforming as compared to our initial underwriting assumptions or the remaining interest reserve and project cash flows are insufficient to service the loan through stabilization, the risk rating is adjusted in accordance with the guidelines set forth in our response to comment 2(b) above. When a loan is classified as a criticized exposure, we obtain updated appraisals to provide evidence of the property value in view of current market conditions. Such loans are reviewed with senior management and we determine whether it is appropriate to continue accruing income on a quarterly basis. The determination considers three primary factors:

In summary, if a loan does not have sufficient cash flow, collateral value or guarantor support to cover the loan, it will be assigned a risk rating of Doubtful, classified as nonperforming and placed on nonaccrual status. At that time, capitalization of interest will cease.

Loan workouts can take many forms, including a renewal or extension of loan terms, extension of additional credit, or a restructuring with or without concessions. A renewal or restructuring should improve our prospects for repayment of principal and interest and be consistent with sound banking, supervisory, and accounting practices. We will consider loan workouts after analyzing a borrower’s repayment capacity, evaluating the support provided by any guarantors, and assessing the value of the collateral pledged on the debt. Loan workout arrangements are designed to help ensure that the Corporation maximizes its recovery potential.

If we grant a concession to the borrower due to the borrower’s financial difficulties, we account for the transaction as a TDR. As an exception to this rule, we do not account for commercial loan extensions of 90 days or less as TDRs. Concessions could include a reduction in the interest rate on the loan, an interest rate that is below market, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

We do not create additional interest reserves after inception of a loan to keep a loan from becoming nonperforming. In connection with a proposed restructuring, a borrower may invest additional funds to ensure that the project has adequate cash to meet its debt servicing requirements. This type of restructuring, which is typically not a TDR, is done in conjunction with updated appraisals that indicate the underlying project will stabilize in an acceptable time frame, and the resulting stabilized project will provide acceptable coverage on a loan-to-value basis.

Neither a multiple note TDR nor any other form of TDR would be pursued if a loan can be restructured and rehabilitated without the need to extend a concession. Also, if the prospects for repayment post restructure are poor and liquidation of the collateral would render a higher recovery, a TDR would not be pursued.

As discussed more fully in our response to comment 3(e) below, the A note may be classified as performing and returned to accrual status without regard to the status of payments under the B note. If we do not utilize a multiple note structure, the restructured loan cannot be returned to accrual status unless we have collected or expect to collect all amounts due, including amounts charged off on the original loan prior to the restructuring. However, the benefit of returning a loan to accrual status is secondary to our primary objective of maximizing total recoveries on the loan.

The A note will remain on nonaccrual status and is included in our disclosure of nonperforming TDRs until it satisfies the above conditions. In addition, we will not return a loan to accrual status if the loan has been restructured in a TDR a second time.

Although rare, it is possible to restructure a loan into two or more notes without charging off any of the restructured notes. This might occur if, for example, the borrower has two discrete pools of collateral or sources of cash flow and a separate note is created for each. In that case, the notes are evaluated separately unless they share one or more of the following characteristics:

Interest rates on loans that are extended are adjusted to reflect current market terms, which often results in an increase in rates. Other terms, such as debt covenants, may also be revised when such changes are beneficial to the Corporation but do not jeopardize the stability of the borrower.

The absence of a liquid long-term CRE refinance market since mid-2007 has resulted in the extension of many loans with underlying projects that generate positive cash flows. We do not consider these loans to be collateral-dependent because we rely on the positive operating cash flows of the underlying property as a source of repayment rather than the fair value of the property. Loans that are extended based solely upon the current appraised value of the property are deemed to be collateral-dependent and carry a more adverse risk rating classification.

We do not classify longer-term extensions as TDRs if we receive adequate compensation for the extension and we do not grant a concession to the borrower due to the borrower’s financial difficulties. A below-market interest rate is considered to be a concession to the borrower. Accordingly, if a loan is extended at its existing rate, we will determine whether that rate represents a market rate of interest based on the risk rating of the loan. If a loan is extended on the basis of guarantor support, the loan would be risk rated based on the strength of the guarantor. Typically, the interest rate on the loan would reflect current market pricing for that rating. If the interest rate is below-market, the loan is classified as a TDR.

Dialog we have with the guarantor is typically initiated when loan performance results in an adverse risk classification and a triggering event occurs, such as payment default, breach of covenant, or maturity without repayment in full. The amount and form of remedy vary with every transaction and will depend on the severity of the problem. The guarantor may not be contacted if a situation has arisen that is expected to be remedied by the borrower or through other means, such as insurance proceeds.

The decision on whether to pursue the guarantor involves an analysis of the guarantor’s financial capacity, the time horizon and costs associated with a collection action in comparison to the probable recovery, and any possible defenses by the guarantor or the borrower. We would not seek to enforce the guarantee if the prospects for recovery are too low to justify incurring the expense, or where collection has been stayed or extinguished in a bankruptcy proceeding. If we decide not to enforce the guarantee, this decision is incorporated into our risk rating analysis as well as our evaluation of the adequacy of the allowance for loan losses.

We typically take a charge-off and write down a CRE loan to appraised value when it is classified as nonperforming and collateral dependent. On infrequent occasions, the loan may not be written down to appraised value due to uncertainty as to timing or the amount of expected loss. For example, resources may be available to address the shortfall but the resources have not yet been received or formally documented in a restructuring. In such a case, the amount not supported by collateral is rated Doubtful pending resolution of the uncertainty, which must be expected in the near future. The shortfall is charged-off if not promptly resolved, typically by a pay down, receipt of additional collateral, or restructuring.

Table VII – Allowance for Credit Losses, page 102

Note 1 – Summary of Significant Accounting Policies

Allowance for Credit Losses, page 122

Using statistically valid model methods, we estimate how many of our homogeneous loans will default based on the individual loans’ attributes aggregated into pools of homogeneous loans with similar attributes. The attributes that are most significant to the probability of default and are used to estimate default include refreshed loan-to-value ratio or in the case of a subordinated lien, refreshed combined loan-to-value ratio, borrower credit score, months on books (i.e., vintage) and geography all of which are further broken down by present collection status (whether the loan is current, delinquent, in default or in bankruptcy). This estimate is based on our historical experience with our loan portfolio. Our estimate is adjusted to reflect our assessment of environmental factors not yet reflected in the historical data underlying our loss estimates, such as changes in real estate values, local and national economies, underwriting standards and the regulatory environment.

The probability of default of the loan is based on our analysis of the movement of loans with the measured attributes from either current or each of the delinquency categories to default over a twelve-month period. Loans 90 or more days past due or those expected to migrate to 90 or more days past due within the twelve-month period are assigned a rate of default that

measures the percentage of such loans that will default over their lives as we assume that the condition causing the ultimate default presently exists as of the measurement date. Generally on home equity loans where we only hold a second lien position, it is not to our advantage to foreclose, and therefore the loss severity for these home equity loans is estimated at 100%.

We will revise our future filings, where appropriate, to include a more robust description of our allowance methodology for the home equity portfolio to be consistent with the description above.

In future filings, where appropriate, we will provide disclosure describing the methods used to estimate the fair value of the collateral securing collateral-dependent impaired loans and other real estate owned in Note 1 to our consolidated financial statements.

Note 5 – Securities, page 136

As of March 31, 2010, those debt securities with other-than-temporary impairment for which a portion of the other-than-temporary impairment loss remains in OCI primarily consisted of non-agency residential mortgage-backed securities (RMBS) and collateralized debt obligations (CDOs). The Corporation estimates the portion of loss attributable to credit using a discounted cash flow model. The Corporation estimates the expected cash flows of the underlying collateral using internal credit risk, interest rate and prepayment risk models that incorporate management’s best estimate of current key assumptions such as default rates, loss severity and prepayment rates. Assumptions used can vary widely from loan to loan and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type. The Corporation then uses a third party vendor to determine how the underlying collateral cash flows will be distributed to each security issued from the structure. Expected principal and interest cash flows on an impaired debt security are discounted using the book yield of each individual impaired debt security.

Based on the expected cash flows derived from the model, the Corporation expects to recover the unrealized losses in accumulated OCI on non-agency RMBS. Significant assumptions used in the valuation of non-agency RMBS were as follows at March 31, 2010.

Additionally, based on the expected cash flows derived from the model, the Corporation expects to recover the unrealized losses in accumulated OCI on CDOs. Certain assumptions used in the valuation of CDOs were an annual constant prepayment speed, loss severities and default rates which take into consideration various collateral characteristics including but not limited to asset type, subordination and vintages. For CDOs these assumptions were a maximum prepayment speed of 26 percent, a maximum default rate of 58 percent and a maximum loss severity of 100 percent. Due to the structure and variability of the underlying collateral for the CDOs, the minimum end of the ranges and a weighted-average for each of these assumptions are not meaningful.

The impairment of AFS debt and marketable equity securities is based on a variety of factors including the length of time and extent to which the fair value has been less than cost, the financial condition of the issuer of the security, and the Corporation’s intent and ability to hold the security to recovery.

At March 31, 2010, the amortized cost of approximately 9,000 AFS securities exceeded their fair value by $5.4 billion. The gross unrealized losses include $2.7 billion on non-agency RMBS, $1.3 billion on foreign securities and other taxable securities, which are primarily CDOs, and $828 million on agency RMBS. Combined, these securities represented 89 percent of the $5.4 billion in gross unrealized losses. Of the $5.4 billion, $1.7 billion of gross unrealized losses have existed for less than twelve months and $3.7 billion of gross unrealized losses have existed for a period of twelve months or longer. Of the gross unrealized losses existing for twelve months or longer, $2.3 billion related to approximately 400 non-agency RMBS, an additional $1.1 billion related to foreign securities and other taxable securities, and $28 million related to 400 AFS marketable equity securities. Combined, these securities represented 94 percent of the gross unrealized losses that have existed for a period of twelve months or longer. Gross unrealized losses are principally the result of ongoing illiquidity in the markets and lower interest rates.

The Corporation considers the length of time and extent to which the fair value of AFS debt and marketable equity securities have been less than cost to conclude that such securities were not other-than-temporarily impaired. The Corporation also considers other

factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions. As the Corporation has no intent to sell securities with unrealized losses and it is not more-likely-than-not that the Corporation will be required to sell these securities before recovery of amortized cost, the Corporation has concluded that the securities are not impaired on an other-than-temporary basis.

As discussed on page 116 of our Form 10-Q for the three months ended March 31, 2010, all of our AFS marketable equity securities within the Corporate Investment equity portfolio were sold during the first quarter of 2010 as a result of a change in our investment portfolio objectives shifting more to core interest income and reducing our exposure to equity market risk, resulting in a loss of $331 million. As a result of this sale, the total gross unrealized losses for all remaining AFS marketable equity securities held by the Corporation were $42 million for the three months ended March 31, 2010, of which $28 million have existed for 12 months or longer. This represents less than 1% of the gross unrealized losses on all AFS securities for the three months ended March 31, 2010.

Note 6 – Outstanding Loans and Leases, page 140

These renegotiated loans are considered TDRs and included in our discussion of impaired loans in Note 6 to the consolidated financial statements included in our Form 10-K for the year ended December 31, 2009. In addition, the Corporation performs impairment analyses on these renegotiated loans consistent with the requirements of ASC 310-10 (SFAS 114) to ensure appropriate provisioning of loan loss reserves. Beginning with our Form 10-Q for the three months ended March 31, 2010, the first reporting period since the consolidation of our credit card securitization trusts under ASC 810 (SFAS 167), we provided, and will continue to provide in future filings where applicable, additional disclosure on the impairment associated with these renegotiated loans in accordance with the requirements of ASC 310-10 as the number of renegotiated loans on the Corporation’s consolidated balance sheet is now more significant.

For the nonperforming loans and leases disclosure required by Industry Guide III, we do not distinguish between performing and nonperforming for consumer credit card, unsecured consumer lending loans, and business card loans as they continue accruing when past due but are then charged off when 180 days or more past due. As such, any change in classification for credit card and consumer lending loans to a renegotiated loan under either the long or short-term program does not impact this Industry Guide III disclosure. In future filings, we will provide enhanced footnote disclosure to the nonperforming loans and leases disclosure to clarify this exclusion.

For renegotiated loans under the long-term program, the impairment analysis is determined under ASC 310-10 (SFAS 114) for the length of the loan term. When the temporary concession program expires for short-term program renegotiated loans (and accounts return to original payment terms), the impairment analysis changes from ASC 310-10 (SFAS 114) to ASC 450-20 (SFAS 5). The short-term program represents approximately 1% of the renegotiated loan portfolio, with a principal value and allowance of approximately $200 million and $100 million, respectively, at March 31, 2010.

Note 8 – Securitizations, page 143

The liability for representations and warranties, and corporate guarantees, which has been established primarily for the third party buyers, and for FNMA and FHLMC, is included in accrued expenses and other liabilities and the related expense is included in mortgage banking income. At March 31, 2010 and December 31, 2009, the liability was $3.3 billion and $3.5 billion. For the three months ended March 31, 2010 and 2009, the representations and warranties expense was $526 million and $434 million, loans repurchased from investors and securitization trusts (including those in which the monoline financial guarantors insured some or all of the related bonds) amounted to $654 million and $359 million, and the amount paid to satisfy claims (including those in which the monoline financial guarantors insured some or all of the related bonds) was $297 million and $63 million.

The Corporation has repurchased loans and has provided representation and warranties reserves for monoline financial guarantors’ repurchase requests where, in its view, valid identified defects exist. A liability has also been established for monoline financial guarantors’ repurchase requests that are in process of review based on historical repurchase experience with each monoline financial guarantor to the extent such experience is believed to provide a reliable basis on which to estimate incurred losses from future repurchase activity. At March 31, 2010, the UPB of loans related to unresolved repurchase requests previously received from monoline financial guarantors was approximately $3.0 billion, including $2.1 billion that have been reviewed by the Corporation where, in its view, a valid defect has not been identified which would constitute an actionable breach of its representations and warranties and $900 million that are in the process of review. In view of the inherent difficulty of predicting the outcome of those repurchase requests where a valid defect was not identified and other unasserted requests to repurchase loans from the securitization trusts in which monoline financial guarantors have insured all or some of the related bonds, the Corporation cannot reasonably estimate what the eventual outcome will be, what the timing of the ultimate resolution of these matters will be, or what if any the eventual loss related to each pending matter may be. As a result, a liability has not been established related to repurchase requests where a valid defect has not been identified and other unasserted requests to repurchase loans from the securitization trusts in which the monoline financial guarantors have insured all or some of the related bonds. The exposure to loss on these requests will be determined by the number and amount of loans ultimately repurchased offset by the applicable underlying collateral value in the real estate securing these loans. In the unlikely event that the Corporation would be required to repurchase the entire amount of loans where a valid defect was not identified, assuming the underlying collateral has no value, the maximum amount of potential loss would be no greater than the UPB of the loans.

Note 14 – Commitments and Contingencies, page 158

In this regard, while we acknowledge previous discussions with the Staff on this matter, we do not believe that general boilerplate disclosure indicating that losses may be higher than reserves currently accrued by the Company or disclosure indicating that the outcome of a matter may be material to your operating results for a particular period satisfies the criteria in ASC 450 (formerly SFAS 5). ASC 450 indicates that if an unfavorable outcome is determined to be reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, accrual would be inappropriate, but disclosure must be made regarding the nature of the contingency and an estimate of the possible loss or range of

possible loss or state that such an estimate cannot be made. Additionally, we note that in instances where an accrual may have been recorded as all of criteria in ASC 450-20-25-2 have been met, you have not disclosed the amount of the accrual which may be necessary in certain circumstances for the financial statements not to be misleading, nor has there been disclosure indicating that there is an exposure to loss in excess of the amount accrued and what the additional loss may be for each particular litigation matter. Please revise your disclosures beginning in the first quarter Form 10-Q to include all of disclosures required by paragraphs 3-5 of ASC 450-20-50.

In our future filings, we will seek to be particularly attentive to the precise issues that you have raised and will provide disclosure as deemed appropriate and meaningful while at the same time not unduly prejudicing our defense in any underlying litigation. As to the particular amounts of accruals that have been made, we will comply with the requirement that they be set forth where necessary for the financial statements not to be misleading, although our goal will be to have financial statements that are not in any respect misleading without that additional detail.

Note 17 – Employee Benefit Plans, page 176

Executive Compensation, page 204 (as incorporated from page 38 of Schedule 14a)

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

The adequacy and accuracy of the disclosure in the filing is the responsibility of the Corporation. The Corporation acknowledges to the Securities and Exchange Commission (“SEC”) that Staff comments or changes in disclosure in the filing in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings. The Corporation also acknowledges that Staff comments 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 Randy Shearer, Financial Reporting and Policy Executive, at (980) 388-8433 or me at (980) 387-4997.

Sincerely,

/s/ John M. James

John M. James

Corporate Controller

Neil A. Cotty, Chief Accounting Officer

Edward P. O’Keefe, General Counsel

Thomas Pirolo, Partner, PricewaterhouseCoopers LLP