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)
02/14/2014
(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 02/15/2014   M   86,793 A $ 0 (1) 86,893 D  
Common Stock 02/15/2014   M   57,837 A $ 0 (1) 144,730 D  
Common Stock 02/15/2014   M   52,813 A $ 0 197,543 D  
Common Stock 02/15/2014   F   25,219 (2) D $ 16.7 172,324 D  
Common Stock 02/15/2014   D   57,837 D $ 16.7 114,487 D  
Common Stock 02/15/2014   D   86,793 D $ 16.7 27,694 D  
Common Stock               3,129.06 (3) I By 401k
Common Stock               92,289 I By Revocable Trust
Common Stock               136,210 I GRAT

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
2014 Restricted Stock Units (1) 02/14/2014   A   131,611     (4) 02/14/2017 Common Stock 131,611 $ 0 (1) 131,611 D  
2013 Restricted Stock Units $ 0 (1) 02/15/2014   M     57,837   (5) 02/15/2016 Common Stock 57,837 $ 0 (1) 115,676 D  
Restricted Stock Units $ 0 (6) 02/15/2014   M     52,813   (7) 02/15/2014 Common Stock 52,813 $ 0 (6) 0 D  
Restricted Stock Units $ 0 (1) 02/15/2014   M     86,793   (8) 02/15/2015 Common Stock 86,793 $ 0 (1) 86,793 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   02/19/2014
**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) Each Stock Unit is the economic equivalent of one share of Bank of America common stock.
(2) 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).
(3) For the 12 months ended in December 31, 2013, the share equivalents attributed to the reporting person's 401(k) balance decreased 6.86 shares due to changes in the Net Asset Value (NAV) of the issuer's stock fund.
(4) These restricted stock units, which are exempt under Rule 16b-3(d), vest and are payable solely in cash in three equal annual installments commencing with the first anniversary of the February 14, 2014 grant date.
(5) These restricted stock units, which are exempt under Rule 16b-3(d), vest and are payable solely in cash in three equal annual installments commencing with the first anniversary of the February 15, 2013 grant date.
(6) Each restricted stock unit represents a contingent right to receive one share of Bank of America common stock.
(7) These restricted stock units, which are exempt under Rule 16b-3(d), vest in three equal annual installments commencing on the first anniversary of the grant date.
(8) These restricted stock units, which are exempt under Rule 16b-3(d), vest and are payable solely in cash in three equal annual installments commencing with the first anniversary of the February 15, 2012 grant date.
 
Remarks:
cotty.txt

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