SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549


                     SCHEDULE 13G
       UNDER THE SECURITIES EXCHANGE ACT OF 1934
                     (Amendment #1)



                    VAXGEN, INC.
      -------------------------------------------
                  (Name of Issuer)


             COMMON STOCK, $0.01 PAR VALUE
      -------------------------------------------
             (Title of Class of Securities)


                     922390208
            -------------------------------
                   (CUSIP Number)


                  DECEMBER 31, 2000
- -----------------------------------------------------------
  (Date of Event Which Requires Filing of this Statement)






Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:

          [x] Rule 13d-1(b)

          [ ] Rule 13d-1(c)

          [ ] Rule 13d-1(d)










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CUSIP No. 922390208

- -------------------------------------------------------------

1	NAME OF REPORTING PERSON: Bank of America Corporation

IRS IDENTIFICATION NO. OF ABOVE PERSON: 560906609
- -------------------------------------------------------------

2     CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[](b)[]
- -------------------------------------------------------------

3	SEC USE ONLY
- -------------------------------------------------------------

4	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
- -------------------------------------------------------------

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:

5	Sole Voting Power:

6	Shared Voting Power:

7	Sole Dispositive Power:

8	Shared Dispositive Power:

- -------------------------------------------------------------

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 -------------------------------------------------------------

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES [ ]
- -------------------------------------------------------------

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
                 less than 5% (closing filing)
- -------------------------------------------------------------

12	TYPE OF REPORTING PERSON: HC
- -------------------------------------------------------------






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ITEM 1  (a) NAME OF ISSUER:

            Vaxgen, Inc.

        (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            1000 Marina Blvd.
            Suite 200
            Brisbane, CA 94005

ITEM 2  (a) NAMES OF PERSONS FILING:

            Bank of America Corporation

        (b) ADDRESS OF PRINCIPAL BUSINESS OFFICES:

            100 North Tryon Street
            Charlotte, NC  28255

        (c) CITIZENSHIP:

            United States

        (d) TITLE OF CLASS OF SECURITIES:

            COMMON STOCK, par value $0.01 per share

        (e) CUSIP NUMBER: 922390208


ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b)
OR 13d-2(b)OR (c), CHECK WHETHER THE PERSON FILING IS A:

(g) [x]   A parent holding company or control person in accordance
          with(S)240.13d-1(b)(1)(ii)(G)


ITEM 4 - OWNERSHIP

With respect to the beneficial ownership of each reporting person,
see Items 5 through 8 of the cover pages to this Schedule 13G
applicable to each such person, which are incorporated
herein by reference.


ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following  [x].



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ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:

Not Applicable.


ITEM 7 - IDENTIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not Applicable.

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.


ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

ITEM 10 - CERTIFICATION.

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.

DATED: February 7, 2001


Bank of America Corporation



By:  	/s/ David J. Walker

David J. Walker
Senior Vice President
Corporate Compliance




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