FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEIL COTTY
   2. Issuer Name and Ticker or Trading Symbol
BANK OF AMERICA CORP /DE/ [BAC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last)
(First)
(Middle)
100 NORTH TRYON STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/12/2013
(Street)

CHARLOTTE, NC 28255		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/12/2013   M   130,068 A $ 0 130,168 D  
Common Stock 02/12/2013   F   62,368 (1) D $ 12.245 67,800 (2) D  
Common Stock               3,135.92 (3) I By 401k (4)
Common Stock               27,101 (2) I By Revocable Trust
Common Stock               136,210 (2) I GRAT

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (5) 02/12/2013   M     130,068   (6) 02/12/2013 Common Stock 130,068 $ 12.245 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEIL COTTY
100 NORTH TRYON STREET
CHARLOTTE, NC 28255		       Chief Accounting Officer  

Signatures

 Neil Cotty/Evelyn King POA   02/14/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock which is exempt under Rule 16b-3(e).
(2) On August 18, 2011 and February 17, 2012, 48,624 shares and 57,615 shares respectively were transferred from the reporting person to the reporting person's revocable trust. Also, on January 2, 2013, 136,210 shares were transferred from the reporting person's revocable trust to a new Grantor Retained Annuity Trust (GRAT).
(3) The reporting person's 401(k) increased 98.87 shares for the 12 months ended December 31, 2011. For the 12 months ended December 31, 2012, the reporting person's 401(k) decreased 42.40 shares, reflecting an increase in stock price during 2012.
(4) Clarification of nature of indirect beneficial ownership for shares held through 401(k) Plan (previously referred to as Thrift Trust).
(5) Each restricted stock unit represents a contingent right to receive one share of Bank of America common stock.
(6) These restricted stock units, which are exempt under Rule 16b-3(d), vest on the third anniversary of the grant date.
 
Remarks:
cotty.txt

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