8-K

   As Filed with the Securities and Exchange Commission on January 23, 2001

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                FORM 8-K

                             CURRENT REPORT

                 PURSUANT TO SECTION 13 OR 15(d) OF THE

                    SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported):  January 17, 2001

                     BANK OF AMERICA CORPORATION
        (Exact name of registrant as specified in its charter)

                                Delaware
                      (State of Incorporation)

                                 1-6523
                       (Commission File Number)

                             56-0906609
                  (IRS Employer Identification No.)

                       100 North Tryon Street
                     Charlotte, North Carolina
             (Address of principal executive offices)

                                 28255
                              (Zip Code)

                            (704) 386-5000
          (Registrant's telephone number, including area code)


ITEM 5.  OTHER EVENTS.

     On January 17, 2001, a Committee appointed by the Board of
Directors of the Registrant (the "Committee") approved the
public offering of an aggregate principal amount of
$3,000,000,000 of the Registrant's 7.40% Subordinated Notes, due
2011 (the "Subordinated Notes") to various underwriters (the
"Subordinated Underwriters") and otherwise established the
terms and conditions of the Subordinated Notes and the sale
thereof.  The resolutions of the Committee with respect to the
Subordinated Notes are included as Exhibit 99.1.

     On January 17, 2001, the Registrant entered into an
underwriting agreement with the Subordinated Underwriters (the
"Underwriting Agreement") for $3,000,000,000 of the
Subordinated Notes. The Underwriting Agreement is included as
Exhibit 1.1.

     The terms of the offering and the Subordinated Notes are
described in the Registrant's prospectus dated August 5, 1999
constituting a part of the Registrant's Registration Statement on
Form S-3, Registration No. 333-83503, as amended, with respect to
$15,000,000,000 aggregate principal amount of the Registrant's
unsecured debt securities (either senior or subordinated),
warrants, units and shares of its preferred stock, including
depositary shares, and shares of its common stock (the
"Registration Statement"), as supplemented by a final global
prospectus supplement dated January 17, 2001.

     The Subordinated Notes were issued on a delayed basis
pursuant to Rule 415 of the Securities Act of 1933, as amended.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

  (c)  Exhibits.

           The following exhibits are filed herewith:

    EXHIBIT NO.                  DESCRIPTION OF EXHIBIT

       1.1               Underwriting Agreement dated January 17, 2001 with
                         respect to the offering of the 7.40% Subordinated
                         Notes, due 2011

       4.1               Form of 7.40% Subordinated Notes, due 2011

       5.1               Form of Opinion of Smith Helms Mulliss & Moore,
                         L.L.P. regarding legality of the 7.40%
                         Subordinated Notes, due 2011

      99.1               Resolutions dated January 17, 2001 of a Committee
                         of the Board of Directors with respect to the
                         terms of the offering of the 7.40% Subordinated
                         Notes, due 2011

      99.2               News Release disseminated on January 17, 2001
                         regarding the sale of the 7.40% Subordinated
                         Notes, due 2011



                                SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.

                       BANK OF AMERICA CORPORATION



                              By:   /s/ CHARLES M. BERGER
                                        CHARLES M. BERGER
                                  Deputy General Counsel

Dated: January 23, 2001



                         EXHIBIT INDEX

    EXHIBIT NO.               DESCRIPTION OF EXHIBIT

        1.1          Subordinated Underwriting Agreement dated
                     January 17, 2001 with respect to the offering
                     of the 7.40% Subordinated Notes, due 2011

        4.2          Form of 7.40% Subordinated Notes, due 2011

        5.1          Form of Opinion of Smith Helms Mulliss & Moore,
                     L.L.P. regarding legality of the 7.40%
                     Subordinated Notes, due 2011

       99.1          Resolutions dated January 17, 2001 of a Committee
                     of the Board of Directors with respect to the
                     terms of the offering of the 7.40% Subordinated
                     Notes, due 2011

       99.2          News Release disseminated on January 17, 2001
                     regarding the sale of the 7.40% Subordinated
                     Notes, due 2011

EX-1.1

                 BANK OF AMERICA CORPORATION

                   UNDERWRITING AGREEMENT
           (7.40% Subordinated Notes, due 2011)

                                               New York, New York
                                               January 17, 2001


To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Dear Sirs:

      Bank of America Corporation, a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture (the "Indenture")
dated as of January 1, 1995 between the Company and The Bank of
New York, as trustee (the "Trustee") as supplemented by a First
Supplemental Indenture dated as of August 28, 1998.  If the firm
or firms listed in Schedule II hereto include only the firm or
firms listed in Schedule I hereto, then the terms "Underwriters"
and "Representatives", as used herein, each shall be deemed to
refer to such firm or firms.

     1.	Representations and Warranties.  (a)  The Company
represents and warrants to, and agrees with, each Underwriter
that:

   (i)  The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended
(the "Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such form (the file number of which is set forth in Schedule
I hereto), which has become effective, for the registration
under the Act of the Securities.  Such registration
statement, as amended at the date of this Agreement, meets
the requirements set forth in Rule 415(a)(1) under the Act
and complies in all other material respects with said Rule.
The Company proposes to file with the Commission pursuant to
Rule 424 or Rule 434 under the Act a supplement to the form
of prospectus included in such registration statement
relating to the Securities and the plan of distribution
thereof and has previously advised you of all further
information (financial and other) with respect to the
Company to be set forth therein.  Such registration
statement, including the exhibits thereto, as amended at the
date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus in the form in
which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it
shall be filed with the Commission pursuant to Rule 424 or
Rule 434 (including the Basic Prospectus as so supplemented)
is hereinafter called the "Final Prospectus."  Any
preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 hereinafter is
called the "Preliminary Final Prospectus."  Any reference
herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on or before the
date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus, and the
Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document
under the Exchange Act after the date of this Agreement, or
the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may
be, and deemed to be incorporated therein by reference.

   (ii)  As of the date hereof, when the Final
Prospectus is first filed pursuant to Rule 424 or Rule 434
under the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration
Statement becomes effective (including the filing of any
document incorporated by reference in the Registration
Statement), when any supplement to the Final Prospectus is
filed with the Commission and at the Closing Date (as
hereinafter defined), (i) the Registration Statement as
amended as of any such time, and the Final Prospectus, as
amended or supplemented as of any such time, and the
Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act
of 1939 (the "Trust Indenture Act") and the Exchange Act and
the respective rules thereunder, (ii) the Registration
Statement, as amended as of any such time, will not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading, and
(iii) the Final Prospectus, as amended or supplemented as of
any such time, will not contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as
to (A) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification of
the Trustee (Form T-1) under the Trust Indenture Act of the
Trustee or (B) the information contained in or omitted from
the Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the
preparation of the Registration Statement and the Final
Prospectus.

  (b) Each Underwriter represents and agrees that:

       (i)  It has not and will not, directly or
indirectly, offer, sell or deliver any of the Securities or
distribute the Final Prospectus or any other offering
materials relating to the Securities in or from any
jurisdiction except under circumstances that will, to the
best of its knowledge and belief, result in compliance with
any applicable laws and regulations thereof and that, to the
best of its knowledge and belief, will not impose any
obligations on the Company except as set forth herein.

      (ii)  (A) it has not offered or sold and will not
offer or sell any Securities to persons in the United
Kingdom prior to the expiration of six months from the
Closing Date (as defined herein), except to persons whose
ordinary activities involve them in acquiring, holding,
managing or disposing of investments (whether as principal
or agent) for the purpose of their businesses or otherwise
in circumstances which have not resulted and will not result
in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulation 1995,
(B) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Securities in,
from or otherwise involving the United Kingdom, and (C) it
has only issued or passed on, and will only issue or pass
on, in the United Kingdom any document received by it in
connection with the issue of the Securities to a person who
is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 (as amended) or is a person to whom such document
may otherwise lawfully be issued or passed on.


     2.     Purchase and Sale.  Subject to the terms and conditions
and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price set forth in Schedule I
hereto, the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto, except that, if
Schedule I hereto provides for the sale of Securities pursuant to
delayed delivery arrangements, the respective principal amounts
of Securities to be purchased by the Underwriters shall be set
forth in Schedule II hereto, less the respective amounts of
Contract Securities determined as provided below.  Securities to
be purchased by the Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided
are herein called "Contract Securities."

      If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed Delivery
Contracts"), substantially in the form of Schedule III hereto but
with such changes therein as the Company may authorize or
approve.  The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay
to the Representatives, for the account of the Underwriters, on
the Closing Date, the percentage set forth in Schedule I hereto
of the principal amount of the Securities for which Delayed
Delivery Contracts are made.  Delayed Delivery Contracts are to
be with institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment companies
and educational and charitable institutions.  The Company will
make Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not less
than the minimum principal amount set forth in Schedule I hereto
and the aggregate principal amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto.  The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts.  The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities
as the principal amount of Securities set forth opposite the name
of such Underwriter bears to the aggregate principal amount set
forth in Schedule II hereto, except to the extent that you
determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided,
however, that the total principal amount of Securities to be
purchased by all Underwriters shall be the aggregate principal
amount set forth in Schedule II hereto, less the aggregate
principal amount of Contract Securities.

     3.     Delivery and Payment.  Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").  Delivery of the Underwriters' Securities shall
be made to the Representatives for the respective accounts of the
several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof in the
manner set forth in Schedule I hereto.  Unless otherwise agreed,
certificates for the Underwriters' Securities shall be in the
form set forth in Schedule I hereto, and such certificates may be
deposited with The Depository Trust Company ("DTC") or a
custodian of DTC and registered in the name of Cede & Co., as
nominee for DTC.

      4.  Agreements.  The Company agrees with the several
underwriters that:

      (a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus unless the Company has
furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to
which you reasonably object.  Subject to the foregoing
sentence, the Company will cause the Final Prospectus to be
filed with the Commission pursuant to Rule 424 or Rule 434
via the Electronic Data Gathering, Analysis and Retrieval
System.  The Company will advise the Representatives
promptly (i) when the Final Prospectus shall have been filed
with the Commission pursuant to Rule 424 or Rule 434, (ii)
when any amendment to the Registration Statement relating to
the Securities shall have become effective, (iii) of any
request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the
Final Prospectus or for any additional information, (iv) of
the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose.  The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.

      (b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, except
with respect to any such delivery requirement imposed upon
an affiliate of the Company in connection with any secondary
market sales, any event occurs as a result of which the
Final Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements
therein in light of the circumstances under which they were
made not misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct
such statement or omission or an amendment which will effect
such compliance.

     (c) The Company will make generally available to its
security holders and to the Representatives as soon as
practicable, but not later than 60 days after the close of
the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the regulations
under the Act) covering a 12 month period beginning not
later than the first day of the Company's fiscal quarter
next following the "effective date" (as defined in said Rule
158) of the Registration Statement.

     (d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies of
the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective on or
prior to the Closing Date and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by
the Act, as many copies of any Preliminary Final Prospectus
and the Final Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably
request.  The Company will pay the expenses of printing all
documents relating to the offering.

     (e) The Company will arrange for the qualification of
the Securities for sale under the laws of such jurisdictions
as the Representatives may reasonably designate, will
maintain such qualifications in effect so long as required
for the distribution of the Securities and will arrange for
the determination of the legality of the Securities for
purchase by institutional investors; provided, however, that
the Company shall not be required to qualify to do business
in any jurisdiction where it is not now so qualified or to
take any action which would subject it to general or
unlimited service of process of any jurisdiction where it is
not now so subject.

     (f) Until the business day following the Closing Date,
the Company will not, without the consent of the
Representatives, offer or sell, or announce the offering of,
any securities covered by the Registration Statement or by
any other registration statement filed under the Act;
provided, however, the Company may, at any time, offer or
sell or announce the offering of any securities (A) covered
by a registration statement on Form S-8 or (B) covered by a
registration statement on Form S-3 and (i) pursuant to which
the Company issues securities under one of the Company's
medium-term note programs or (ii) pursuant to which the
Company issues securities for its dividend reinvestment
plan.

     (g) The Company will use its best efforts to effect
the listing of the Securities on the Luxembourg Stock
Exchange.

     5.  Conditions to the Obligations of the Underwriters.  The
obligations of the Underwriters to purchase the Underwriters'
Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the Closing
Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:

     (a)  No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall
have been instituted or threatened; and the Final Prospectus
shall have been filed or mailed for filing with the
Commission within the time period prescribed by the
Commission.

     (b)  The Company shall have furnished to the
Representatives the opinion of Smith Helms Mulliss & Moore,
L.L.P., counsel for the Company, dated the Closing Date, to
the effect of paragraphs (i), (iv) and (vi) through (xii)
below, and the opinion of Paul J. Polking, General Counsel
to the Company, dated the Closing Date, to the effect of
paragraphs (ii), (iii) and (v) below:

          (i) the Company is a duly organized and validly
existing corporation in good standing under the laws of the
State of Delaware, has the corporate power and authority to
own its properties and conduct its business as described in
the Final Prospectus, and is duly registered as a bank
holding company under the Bank Holding Company Act of 1956,
as amended; Bank of America, N. A. (the "Principal
Subsidiary Bank") is a national banking association formed
under the laws of the United States and authorized
thereunder to transact business;

          (ii)  each of the Company and the Principal
Subsidiary Bank is qualified or licensed to do business as a
foreign corporation in any jurisdiction in which such
counsel has knowledge that the Company or the Principal
Subsidiary, as the case may be, is required to be so
qualified or licensed;

           (iii) all the outstanding shares of capital
stock of the Principal Subsidiary Bank have been duly and
validly authorized and issued and are fully paid and (except
as provided in 12 U.S.C. Section 55, as amended) nonassessable,
and, except as otherwise set forth in the Final Prospectus,
all outstanding shares of capital stock of the Principal
Subsidiary Bank (except directors' qualifying shares) are
owned, directly or indirectly, by the Company free and clear
of any perfected security interest and, such counsel is
without knowledge of any other security interests, claims,
liens or encumbrances;

          (iv) the Securities conform in all material
respects to the description thereof contained in the Final
Prospectus;

          (v) the Company has caused a listing application
and all required supporting documents with respect to the
Securities to be filed with the Luxembourg Stock Exchange,
and such counsel has received no information stating that
the Securities will not be authorized for listing;

          (vi) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and constitutes a
legal, valid and binding instrument enforceable against the
Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable
principles that may limit the right to specific enforcement
of remedies, and further subject to 12 U.S.C. Section 1818(b)(6)(D)
and similar bank regulatory powers and to the application of
principles of public policy); and the Securities have been
duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters pursuant to
this Agreement, in the case of the Underwriters' Securities,
or by the purchasers thereof pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities, will
constitute legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture (subject,
as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable
principles that may limit the right to specific enforcement
of remedies, and further subject to 12 U.S.C. Section 1818(b)(6)(D)
and similar bank regulatory powers and to the application of
principles of public policy);

          (vii) such counsel is without knowledge that
(1) there is any pending or threatened action, suit or
proceeding before or by any court or governmental agency,
authority or body or any arbitrator involving the Company or
any of its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, or (2) any
franchise, contract or other document of a character
required to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit to the
Registration Statement, is not so described or filed as
required;

           (viii) the Registration Statement has become
effective under the Act; such counsel is without knowledge
that any stop order suspending the effectiveness of the
Registration Statement has been issued or any proceedings
for that purpose have been instituted or threatened; and the
Registration Statement, the Final Prospectus and each
amendment thereof or supplement thereto (other than the
financial statements and other financial and statistical
information contained therein or incorporated by reference
therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the
applicable requirements of the Act and the Exchange Act and
the respective rules thereunder;

           (ix) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered
by the Company and each constitutes a legal, valid and
binding agreement of the Company enforceable against the
Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable
principles that may limit the right to specific enforcement
of remedies, and except insofar as the enforceability of the
indemnity and contribution provisions contained in this
Agreement may be limited by federal and state securities
laws, and further subject to 12 U.S.C. Section 1818(b)(6)(D) and
similar bank regulatory powers and to the application of
principles of public policy);

           (x) no consent, approval, authorization or order
of any court or governmental agency or body is required on
behalf of the Company for the consummation of the
transactions contemplated herein or in any Delayed Delivery
Contracts, except such as have been obtained under the Act
and such as may be required under the blue sky or insurance
laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and such
other approvals (specified in such opinion) as have been
obtained;

          (xi) neither the issue and sale of the Securities,
nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of
any Delayed Delivery Contracts will conflict with, result in
a breach of, or constitute a default under the certificate
of incorporation or by-laws of the Company or (1) the terms
of any material indenture or other agreement or instrument
known to such counsel and to which the Company or the
Principal Subsidiary Bank is a party or bound, or (2) any
order or regulation known to such counsel to be applicable
to the Company or the Principal Subsidiary Bank of any
court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Company or
the Principal Subsidiary Bank; and

          (xii) such counsel is without knowledge of
rights to the registration of securities of the Company
under the Registration Statement which have not been waived
by the holders of such rights or which have not expired by
reason of lapse of time following notification of the
Company's intention to file the Registration Statement.

     In rendering such opinion, but without opining in
connection therewith, such counsel shall also state that,
although it has not independently verified, is not passing
upon and assumes no responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement, it has no reason to believe that the
Registration Statement or any amendment thereof at the time
it became effective and as of the date of such opinion
contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or
that the Final Prospectus, as amended or supplemented, as of
the date of such opinion, contains any untrue statement of a
material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading.

      In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the State of North Carolina or the
United States, or the General Corporate Law of Delaware to
the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the
Underwriters; and (B) as to matters of fact, to the extent
deemed proper, on certificates of responsible officers of
the Company and its subsidiaries and public officials.

     (c)      The Representatives shall have received from
Stroock & Stroock & Lavan LLP, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Registration
Statement, the Final Prospectus and other related matters as
the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such
matters.

     (d)     The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board and Chief Executive Officer or a
Senior Vice President and the principal financial or
accounting officer of the Company, dated the Closing Date,
to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final
Prospectus and this Agreement and that they are without
knowledge that:

           (i) the representations and warranties of the
Company in this Agreement are not true and correct in all
material respects on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company
has not complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at
or prior to the Closing Date;

          (ii) any stop order suspending the effectiveness
of the Registration Statement, as amended, has been issued
or any proceedings for that purpose have been instituted or
threatened; and

           (iii) since the date of the most recent
financial statements included in the Final Prospectus, there
has been any material adverse change in the condition
(financial or other), earnings, business or properties of
the Company and its subsidiaries, whether or not arising
from transactions in the ordinary course of business, except
as set forth in or contemplated in the Final Prospectus.

     (e)     At the Closing Date, PricewaterhouseCoopers LLP
shall have furnished to the Representatives a letter or
letters (which may refer to letters previously delivered to
one or more of the Representatives), dated as of the Closing
Date, in form and substance satisfactory to the
Representatives, confirming that the response, if any, to
Item 10 of the Registration Statement is correct insofar as
it relates to them and stating in effect that:

          (i)   They are independent accountants within the
meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder.

          (ii)   In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited by
them and included or incorporated by reference in the
Registration Statement and Final Prospectus comply as to
form in all material respects with the applicable accounting
requirements of the Act and the regulations thereunder with
respect to registration statements on Form S-3 and the
Exchange Act and the regulations thereunder.

           (iii)  On the basis of procedures (but not an
audit in accordance with generally accepted auditing
standards) consisting of:

      (a)     Reading the minutes of the meetings of the
shareholders, the board of directors, executive committee
and audit committee of the Company and the boards of
directors and executive committees of its subsidiaries as
set forth in the minute books through a specified date not
more than five business days prior to the date of delivery
of such letter;

     (b)      Performing the procedures specified by the
American Institute of Certified Public Accountants for a
review of interim financial information as described in SAS
No. 71, Interim Financial Information, on the unaudited
condensed consolidated interim financial statements of the
Company and its consolidated subsidiaries included or
incorporated by reference in the Registration Statement and
Final Prospectus and reading the unaudited interim financial
data, if any, for the period from the date of the latest
balance sheet included or incorporated by reference in the
Registration Statement and Final Prospectus to the date of
the latest available interim financial data; and

     (c)     Making inquiries of certain officials of the
Company who have responsibility for financial and accounting
matters regarding the specific items for which
representations are requested below;

nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:

          (1)     the unaudited condensed consolidated
interim financial statements, included or incorporated
by reference in the Registration Statement and Final
Prospectus, do not comply as to form in all material
respects with the applicable accounting requirements of
the Exchange Act and the published rules and
regulations thereunder;

          (2)     any material modifications should be
made to the unaudited condensed consolidated interim
financial statements, included or incorporated by
reference in the Registration Statement and Final
Prospectus, for them to be in conformity with generally
accepted accounting principles;

          (3)     (i)  at the date of the latest available
interim financial data and at the specified date not
more than five business days prior to the date of the
delivery of such letter, there was any change in the
capital stock or the long-term debt (other than
scheduled repayments of such debt) or any decreases in
shareholders' equity of the Company and the
subsidiaries on a consolidated basis as compared with
the amounts shown in the latest balance sheet included
or incorporated by reference in the Registration
Statement and the Final Prospectus or (ii) for the
period from the date of the latest available financial
data to a specified date not more than five business
days prior to the delivery of such letter, there was
any change in the capital stock or the long-term debt
(other than scheduled repayments of such debt) or any
decreases in shareholders' equity of the Company and
the subsidiaries on a consolidated basis, except in all
instances for changes or decreases which the
Registration Statement and Prospectus discloses have
occurred or may occur, or PricewaterhouseCoopers LLP
shall state any specific changes or decreases.

           (iv)     The letter shall also state that
PricewaterhouseCoopers LLP has carried out certain other
specified procedures, not constituting an audit, with
respect to certain amounts, percentages and financial
information which are included or incorporated by reference
in the Registration Statement and Final Prospectus and which
are specified by the Representatives and agreed to by
PricewaterhouseCoopers LLP, and has found such amounts,
percentages and financial information to be in agreement
with the relevant accounting, financial and other records of
the Company and its subsidiaries identified in such letter.

     In addition, at the time this Agreement is executed,
PricewaterhouseCoopers LLP shall have furnished to the
Representatives a letter or letters, dated the date of this
Agreement, in form and substance satisfactory to the
Representatives, to the effect set forth in this paragraph
(e) and in Schedule I hereto.

     (f)     Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Final Prospectus, there shall not have been (i) any change
or decrease specified in the letter or letters referred to
in paragraph (e) of this Section 5 or (ii) any change, or
any development involving a prospective change, in or
affecting the earnings, business or properties of the
Company and its subsidiaries the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the
judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the
offering or the delivery of the Securities as contemplated
by the Registration Statement and the Final Prospectus.

     (g)     Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may
reasonably request.

     (h)     The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.

     If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this
Agreement and all obligations of the Underwriters hereunder may
be canceled at, or at any time prior to, the Closing Date by the
Representatives.  Notice of such cancellation shall be given to
the Company in writing or by telephone or telegraph confirmed in
writing.

     6.     Reimbursement of Underwriters' Expenses.  If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.

     7.     Indemnification and Contribution.  (a)  The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement as originally filed
or in any amendment thereof, or arise out of or are based upon
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, or any amendment or supplement
thereof, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof,
or arises out of or is based upon statements in or omissions from
that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification of the Trustee
(Form T-1) under the Trust Indneture Act of either of the
Trustees, and (ii) such indemnity with respect to the Basic
Prospectus or any Preliminary Final Prospectus shall not inure to
the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim,
damage or liability purchased the Securities which are the
subject thereof if such person did not receive a copy of the
Final Prospectus (or the Final Prospectus as amended or
supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a
material fact contained in the Basic Prospectus or any
Preliminary Final Prospectus was corrected in the Final
Prospectus (or the Final Prospectus as amended or supplemented).
This indemnity agreement will be in addition to any liability
which the Company may otherwise have.

     (b)     Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person
who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity.  This indemnity
agreement will be in addition to any liability which any
Underwriter may otherwise have.  The Company acknowledges that
the statements set forth in the language on the cover page
required by Item 509 of Regulation S-K and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary Final
Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.

     (c)     Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 7,
notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7.  In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties.  Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel,
approved by the Representatives in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) who
are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such
clause (i) or (iii).

      (d)     To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of
such discount and the purchase price of the Securities specified
in Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter
hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  For purposes of
this Section 7, each person who controls an Underwriter within
the meaning of the Act shall have the same rights to contribution
as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to
clause (y) of this paragraph (d).  Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than
under this paragraph (d).

      8.     Default by an Underwriter.  If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company.  In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected.  Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.

     9.      Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time (i) trading in securities
generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been
established on such exchange, (ii) a banking moratorium shall
have been declared by Federal authorities or (iii) there shall
have occurred any outbreak or material escalation of hostilities
or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the
judgment of the Representatives, impracticable to market the
Securities.

     10.     Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Securities.  The provisions of Section 6 and 7 hereof and
this Section 10 shall survive the termination or cancellation of
this Agreement.

     11.     Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I hereto,
with a copy to:  Stroock & Stroock & Lavan LLP, 180 Maiden Lane,
New York, New York  10038, Attn: James R. Tanenbaum; or, if sent
to the Company, will be mailed, delivered or telegraphed and
confirmed to it at Bank of America Corporate Center, 100 North
Tryon Street, Charlotte, North Carolina 28255, attention of the
Secretary, with a copy to each of:  Bank of America Corporation,
Bank of America Corporate Center, 100 North Tryon Street, Legal
Department, NC1-002-029-01, Charlotte, North Carolina 28255,
Attn: Paul J. Polking, General Counsel; and Smith Helms Mulliss &
Moore, L.L.P., 201 North Tryon Street, Charlotte, North Carolina
28202, Attn: Boyd C. Campbell, Jr.

     12.     Successors.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons
referred to in Section 7 hereof, and no other person will have
any right or obligation hereunder.

     13.     Applicable Law.  This Agreement will be governed by and
construed in accordance with the internal laws of the State of
New York, without giving effect to principles of conflict of
laws.





          [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]



     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several
Underwriters.

                                Very truly yours,

                                BANK OF AMERICA CORPORATION




                                By:  /s/ JOHN E. MACK
                                Name:   John E. Mack
                                Title:  Senior Vice President


The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.



By: BANC OF AMERICA SECURITIES LLC

By:  /s/ LYNN T. MCCONNELL
Name:    Lynn T. McConnell
Title:   Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

                           SCHEDULE I



Underwriting Agreement dated January 17, 2001

Registration Statement No. 333-83503

Representatives:  Banc of America Securities LLC
                  Barclays Capital Inc.
                  Bear, Stearns & Co. Inc.
                  Chase Securities Inc.
                  Credit Suisse First Boston Corporation
                  Deutsche Banc Alex. Brown Inc.
                  Goldman, Sachs & Co.
                  HSBC Securities (USA) Inc.
                  Lehman Brothers Inc.
                  McDonald Investments Inc.
                  Merrill Lynch, Pierce, Fenner & Smith Incorporated
                  Morgan Stanley & Co. Incorporated
                  Salomon Smith Barney Inc.


Address of Representatives:	c/o Banc of America Securities LLC
                            100 North Tryon Street, 7th Floor
                            Charlotte, North Carolina  28255
                            Attention: Ileana Chu

Title, Purchase Price and Description of Securities:

       Title:  7.40% Subordinated Notes, due 2011

       Principal amount: $3,000,000,000

       Purchase price (include type of funds and accrued interest
       or amortization, if applicable): 99.046% in federal (same
       day) funds or wire transfer to an account previously
       designated to the Representatives by the Company or, if
       agreed to by the Representatives and the Company, by
       certified or official bank check or checks.

       Sinking fund provisions:  none

       Redemption provisions:  none

       Other provisions:  none

Closing Date, Time and Location:  January 23, 2001, 9:00 A.M. New
York City time, office of Stroock & Stroock & Lavan LLP

Listing:  Application has been made to list the Securities on the
Luxembourg Stock Exchange.

Delayed Delivery Arrangements:  none

Additional items to be covered by the letter from
  PricewaterhouseCoopers LLP delivered pursuant
  to Section 5(e) at the time this Agreement is executed:   none

                          SCHEDULE II


                                               Principal Amount
                                               of Securities to
 Underwriters                                  be Purchased


Banc of America Securities LLC................	$2,550,000,000
Barclays Capital Inc..........................     37,500,000
Bear, Stearns & Co. Inc.......................     37,500,000
Chase Securities Inc..........................     37,500,000
Credit Suisse First Boston Corporation........     37,500,000
Goldman, Sachs & Co...........................     37,500,000
Deutsche Banc Alex. Brown Inc.................     37,500,000
HSBC Securities (USA) Inc.....................     37,500,000
Lehman Brothers Inc...........................     37,500,000
McDonald Investments Inc......................     37,500,000
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated...............................     37,500,000
Morgan Stanley & Co. Incorporated.............     37,500,000
Salomon Smith Barney Inc......................     37,500,000

     TOTAL.................................... $3,000,000,000





                           SCHEDULE III

                    Delayed Delivery Contract

                                                            [Date]

[Insert name and address
 of lead Representative]

Dear Sirs:

     The undersigned hereby agrees to purchase from Bank of
America Corporation (the "Company"), and the Company agrees to
sell to the undersigned, on                 , 20  , (the
"Delivery Date"),                   $          principal amount
of the Company's                        (the "Securities")
offered by the Company's Final Prospectus dated           , 20  ,
receipt of a copy of which is hereby acknowledged, at a purchase
price of    % of the principal amount thereof, plus accrued
interest, if any, thereon from                  , 20  , to the
date of payment and delivery, and on the further terms and
conditions set forth in this contract.

      Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the Delivery
Date to or upon the order of the Company in New York Clearing
House (next day) funds, at your office or at such other place as
shall be agreed between the Company and the undersigned upon
delivery to the undersigned of the Securities in definitive fully
registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date.  If
no request is received, the Securities will be registered in the
name of the undersigned and issued in a denomination equal to the
aggregate principal amount of Securities to be purchased by the
undersigned on the Delivery Date.

     The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above.  Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in
connection therewith.  The obligation of the undersigned to take
delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.

     This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will
not be assignable by either party hereto without the written
consent of the other.

     It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis.  If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below.  This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.

      This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.

                               Very truly yours,


                               	_____________________________
                                (Name of Purchaser)

                              By:____________________________
                                   (Signature and Title of Officer)


                               ________________________________
                                          (Address)
Accepted:

BANK OF AMERICA CORPORATION

By:____________________________
     (Authorized Signature)

EX-4.1

If the registered owner of this Note is The Depository Trust
Company, a New York corporation ("DTC"), or a nominee
thereof, this Note is a Global Security and the following
legends are applicable:  THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
OF A DEPOSITORY.  THIS SECURITY IS NOT EXCHANGEABLE FOR
NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF
THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Unless this certificate is presented by an authorized
representative of DTC to the issuer or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.

THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

REGISTERED                                           $__________
NUMBER R-_

Common Code No.                                   CUSIP: 060505 AG9
ISIN: US 060505 AG97             SEE REVERSE FOR CERTAIN DEFINITIONS
                                           AND ADDITIONAL PROVISIONS


                     BANK OF AMERICA CORPORATION

                 7.40% SUBORDINATED NOTE, DUE 2011

     BANK OF AMERICA CORPORATION, a corporation duly
organized and existing under the laws of the State of
Delaware (herein called the "Corporation," which term
includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received,
hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of __________________ DOLLARS on January
15, 2011, and to pay interest on said principal sum, semi-
annually in arrears on January 15 and July 15 of each year,
commencing July 15, 2001, at the rate of 7.40% per annum,
from the January 15 or July 15, as the case may be, next
preceding the date of this Note to which interest has been
paid, unless the date hereof is a date to which interest has
been paid, in which case from the date of this Note, or
unless no interest has been paid on the Notes, in which case
from January 23, 2001, until payment of such principal sum
has been made or duly provided for.  Notwithstanding the
foregoing, if the date hereof is after a record date for the
Notes (which shall be the close of business on the last day
of the calendar month next preceding an interest payment
date) and before the next succeeding interest payment date,
this Note shall bear interest from such interest payment
date; provided, however, that if the Corporation shall
default in the payment of interest due on such interest
payment date, then this Note shall bear interest from the
next preceding interest payment date to which interest has
been paid, or, if no interest has been paid on the Notes,
from January 23, 2001.  The interest so payable, and
punctually paid or duly provided for, on any interest
payment date will, as provided in such Indenture, be paid to
the person in whose name this Note (or one or more
predecessor Notes evidencing all or a portion of the same
debt as this Note) is registered at the close of business on
the record date for such interest payment date.

     The principal of and interest on this Note are payable
in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public
and private debts, at the office or agency of the
Corporation in New York, New York or such other places that
the Corporation shall designate as provided in such
Indenture; provided, however, that interest may be paid, at
the option of the Corporation, by check mailed to the person
entitled thereto at his address last appearing on the
Security Register of the Corporation relating to this Note.
Any interest not punctually paid or duly provided for shall
be payable as provided in such Indenture.

      Reference is made to the further provisions of this Note
set forth on the reverse hereof, which shall have the same
effect as though fully set forth at this place.

     Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or an authenticating
agent on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under such
Indenture, or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Corporation has caused this
instrument to be duly executed by manual or facsimile
signature under its corporate seal or a facsimile thereof.


                           BANK OF AMERICA CORPORATION
Attest:

______________________     By:___________________________
_________Secretary             Senior Vice President

[CORPORATE SEAL]





                CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.



Dated: January __, 2001               THE BANK OF NEW YORK, as Trustee


                               							By:	_______________________________
                                                Authorized Signatory





                       [Reverse Side of Note]

                    BANK OF AMERICA CORPORATION
                7.40% SUBORDINATED NOTE, DUE 2011


     This Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate
principal amount issued and to be issued under an Indenture
dated as of January 1, 1995, as supplemented by a First
Supplemental Indenture dated as of August 28, 1998 (herein
called the "Indenture") between the Corporation and The
Bank of New York (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective
rights thereunder of the Corporation, the Trustee and the
holders of the Notes, and the terms upon which the Notes
are, and are to be, authenticated and delivered.  This Note
is also one of the Notes designated as the Corporation's
7.40% Subordinated Notes, due 2011 (herein called the
"Notes"), initially in the aggregate principal amount of
$3,000,000,000.   The amount of Notes of this series may be
increased by the Corporation in the future.  The Trustee
shall initially act as Security Registrar, Authenticating
and Paying Agent in connection with the Notes.

     THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE
NOTES, INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON,
IS, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE
INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO ITS
OBLIGATIONS TO HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN
THE INDENTURE, AND EACH HOLDER OF THE NOTES, BY THE
ACCEPTANCE THEREOF, AGREES TO AND SHALL BE BOUND BY SUCH
PROVISIONS OF THE INDENTURE.

     The Corporation shall pay as additional interest on
this Note such additional amounts ("Additional Amounts")
as may be necessary in order that the net payment by the
Corporation of the principal of and interest on this Note to
a holder who is a Non-United States Person (as hereinafter
defined), after deduction for any present or future tax,
assessment or governmental charge of the United States, or a
political subdivision or authority thereof or therein,
imposed by withholding with respect to the payment, will not
be less than the amount provided for in this Note to be then
due and payable; provided, however, that the foregoing
obligation to pay Additional Amounts shall not apply to:

     (i)	any tax, assessment or other governmental charge
which would not have been so imposed but for:

          (a)  the existence of any present or former
connection between such holder (or between a fiduciary,
settlor, beneficiary, member or stockholder of, or a
person holding a power over, such holder, if such
holder is an estate, trust, partnership or corporation)
and the United States, including, without limitation,
such holder (or such fiduciary, settlor, beneficiary,
member, stockholder or person holding a power) being or
having been a citizen or resident or treated as a
resident thereof or being or having been engaged in a
trade or business therein or being or having been
present therein or having or having had a permanent
establishment therein;

           (b) such holder's present or former status as a
personal holding company, foreign personal holding
company, passive foreign investment company, private
foundation or other tax-exempt entity or controlled
foreign corporation for United States tax purposes or a
corporation which accumulates earnings to avoid United
States federal income tax; or

           (c) such holder's status as a bank extending
credit pursuant to a loan agreement entered into in the
ordinary course of business;

     (ii) any tax, assessment or governmental charge that
would not have been imposed or withheld but for the failure
of the holder to comply with certification, identification
or information reporting requirements under United States
income tax laws, without regard to any tax treaty, with
respect to the payment, concerning the nationality,
residence, identity or connection with the United States of
the holder or a beneficial owner of this Note, if such
compliance is required by United States income tax laws,
without regard to any tax treaty, as a precondition to
relief or exemption from such tax, assessment or
governmental charge;

   (iii) any tax, assessment or governmental charge
that would not have been so imposed or withheld but for the
presentation by the holder of this Note for payment on a
date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;

   (iv) any estate, inheritance, gift, sales, transfer,
excise, wealth or personal property tax or any similar tax,
assessment or governmental charge;

     (v) any tax, assessment or governmental charge which
is payable otherwise than by withholding by the Corporation
or the Trustee from the payment of the principal of or
interest on this Note;

     (vi) any tax, assessment or governmental charge
required to be withheld from such payment of principal of or
interest on this Note, if such payment can be made without
such withholding or any liability on the part of the
Corporation;

     (vii) any tax, assessment or other governmental
charge imposed on interest received by a person holding,
actually or constructively, 10% or more of the total
combined voting power of all classes of stock of the
Corporation entitled to vote; or

     (viii) any combination of items (i), (ii), (iii),
(iv), (v), (vi) or (vii);

nor shall Additional Amounts be paid with respect to any
payment of the principal of or interest on this Note to a
person other than the sole beneficial owner of such payment
or that is a partnership or fiduciary to the extent such
beneficial owner, member of such partnership, beneficiary or
settlor to the extent either (i) such beneficial owner,
member of such partnership or beneficiary or settlor with
respect to such fiduciary would not have been entitled to
the payment of Additional Amounts had such beneficial owner,
member, beneficiary or settlor held its interest in this
Note directly, or (ii) the person holding this Note does not
provide a statement in the form, manner and time required by
applicable United States income tax laws, from such
beneficial owner, member of such partnership, or beneficiary
or settlor with respect to such fiduciary concerning its
nationality, residence, identity or connection with the
United States.

     "Non-United States Person" means any holder of the
notes other than a United States person.  A "United States
Person" means a citizen or resident of the United States, a
corporation or a partnership (or other entity treated as a
corporation or partnership for federal income tax purposes,
including certain limited liability companies) created or
organized under the laws of the United States, an estate the
income of which is subject to United States federal income
tax regardless of its source, or a trust for which one or
more United States persons have the authority to control all
substantial decisions and for which a court of the United
States can exercise primary supervision over the trust's
administration.

      Except in those situations in which the Corporation may
become obligated to pay Additional Amounts (as described
herein), the Notes of this series are not subject to
redemption at the option of the Corporation or repayment at
the option of the holder prior to maturity.

     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may
be registered on the Security Register of the Corporation
relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the
Corporation designated by it pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the
Trustee or the Security Registrar duly executed by, the
registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     The Notes are issuable only as registered Notes without
coupons in the denominations of $1,000 and any integral
multiple in excess thereof.  As provided in the Indenture,
and subject to certain limitations therein set forth, the
Notes are exchangeable for a like aggregate principal amount
of Notes of different authorized denominations, as requested
by the holder surrendering the same.

     If any interest payment date or maturity date for this
Note falls on a day that is not a Business Day, the interest
payment date or maturity date will be the following day that
is a Business Day and the payment of interest or principal
will be made on such next Business Day as if it were made on
the date such payment was due and no additional interest
will accrue on the amount so payable for the period from and
after such interest payment date or maturity date.

     No service charge will be made for any such registration
of transfer or exchange, but the Corporation may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee and any agent of the
Corporation or the Trustee may treat the person in whose
name this Note is registered as the absolute owner hereof
for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Note be overdue,
and neither the Corporation, the Trustee nor any such agent
shall be affected by notice to the contrary.

     If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy of the Corporation)
shall occur with respect to the Notes, the principal of all
of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.  THERE IS NO
RIGHT OF ACCELERATION  PROVIDED IN THE INDENTURE IN CASE OF
A DEFAULT IN THE PAYMENT OF INTEREST OR THE PEFORMANCE OF
ANY OTHER COVENANT BY THE CORPORATION.

     The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Corporation and the
rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders
of not less than 66-2/3% in aggregate principal amount of
the Notes then outstanding and all other Securities then
outstanding issued under the Indenture and affected by such
amendment and modification.  The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Notes then outstanding and all other
Securities then outstanding issued under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any
such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

     No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or
currency, herein prescribed.

      No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the
Corporation or any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     The Notes of this series shall be dated the date of
their authentication.

     All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

     The Notes are being issued by means of a book-entry
system with no physical distribution of certificates to be
made except as provided in the Indenture.  The book-entry
system maintained by The Depository Trust Company ("DTC")
will evidence ownership of the Notes, with transfers of
ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by
DTC and its participants.  The Corporation will recognize
Cede & Co., as nominee of DTC, while the registered owner of
the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and
voting.  Transfer of principal and interest to participants
of DTC will be the responsibility of DTC, and transfer of
principal and interest to beneficial owners of the Notes by
participants of DTC will be the responsibility of such
participants and other nominees of such beneficial owners.
So long as the book-entry system is in effect, the selection
of any Notes to be redeemed will be determined by DTC
pursuant to rules and procedures established by DTC and its
participants.  The Corporation will not be responsible or
liable for such transfers or payments or for maintaining,
supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.

     Transfers of Notes in Europe may be effected through the
facilities of Cedel Bank, societe anonyme, and Euroclear
Bank S.A. / NV, as operator of the Euroclear System, in
accordance with rules and procedures established by those
depositories.

                           _______________


     The following abbreviations, when used in the
inscription on the face of the within Note, shall be
construed as though they were written out in full according
to applicable laws or regulations:

TEN COM	 --  as tenants in common
TEN ENT  --  as tenants by the entireties
JT TEN   --  as joint tenants with right of survivorship and not as
             tenants in common

UNIF GIFT MIN ACT -- _________ Custodian _________
                       (Cust)             (Minor)
                    under Uniform Gifts to Minors
                    Act __________ (State)

Additional abbreviations may also be used though not in the
above list.

                          ____________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

         PLEASE INSERT SOCIAL SECURITY OR
       OTHER IDENTIFYING NUMBER OF ASSIGNEE

       __________________________________


___________________________________________________________________
(Name and Address of Assignee, including zip code, must be printed
  or typewritten.)

___________________________________________________________________
______________ the within Note, and all rights thereunder, hereby
irrevocably constituting and appointing

___________________________________________________________________
Attorney to transfer said Note on the books of the
Corporation, with full power of substitution in the
premises.

Dated:
______________             ___________________________________


NOTICE:  The signature to this assignment must correspond
with the name as it appears upon the face of the within Note
in every particular, without alteration or enlargement or
any change whatever and must be guaranteed.

EX-5.1

              SMITH HELMS MULLISS & MOORE, L.L.P.
                      Attorneys at Law

                     January 23, 2001


Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina  28255-0065

Re:	Public Offering of $3,000,000,000 Aggregate Principal
     Amount of	7.40% Subordinated Notes, due 2011

Ladies and Gentlemen:

     We have acted as counsel to Bank of America
Corporation, a Delaware corporation (the "Corporation"),
in connection with (i) the issuance of $3,000,000,000 in
aggregate principal amount of its 7.40% Subordinated Notes,
due 2011 (the "Notes") and (ii) the Registration Statement
on Form S-3, Registration No. 333-83503, as amended (the
"Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), with
respect to $15,000,000,000 aggregate principal amount of the
Corporation's unsecured debt securities, warrants, units,
shares of its preferred stock and shares of its common
stock, respectively, and the Prospectus dated August 5, 1999
constituting a part thereof, as supplemented by the
Prospectus Supplement dated January 17, 2001 (as so
supplemented, the "Final Prospectus"), filed with the
Commission pursuant to Rule 424(b) under the Act, relating
to the Notes.

     As such counsel, we have examined and are familiar with
such original or photocopies or certified copies of such
records of the Corporation and its subsidiaries,
certificates of officers of the Corporation and of public
officials and such other documents as we have deemed
relevant or necessary as the basis for the opinion set forth
below.  In such examinations, we have assumed the legal
capacity of natural persons, the genuineness of all
signatures on, and the authenticity of, all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified
copies or photocopies and the authenticity of the originals
of such copies.  We have also relied upon statements of fact
contained in documents that we have examined in connection
with our representation of the Corporation.

     Based solely upon the foregoing, and in reliance
thereon, and subject to the limitations, qualifications and
exceptions set forth below, we are of the opinion that the
Notes, when executed, issued and delivered by the
Corporation to The Bank of New York for authentication in
accordance with the Indenture dated as of January 1, 1995
between the Corporation and The Bank of New York, as
trustee, as supplemented by a First Supplemental Indenture
dated as of August 28, 1998 (the "Indenture"),
authenticated and delivered by The Bank of New York in
accordance with the Indenture and paid for, all as
contemplated in the Board Resolution or Company Order (as
each is defined in the Indenture), will have been validly
authorized and issued under the Indenture and will
constitute valid and legally binding obligations of the
Corporation.

     The opinions expressed herein are limited to the laws
of the State of North Carolina and the United States of
America and the General Corporation Law of the State of
Delaware and we express no opinion as to the laws of any
other jurisdiction.

     We hereby consent to be named in the Registration
Statement as attorneys who passed upon the legality of the
Notes and to the filing of a copy of this opinion as part of
the Corporation's Current Report on Form 8-K to be filed for
the purpose of including this opinion as part of the
Registration Statement.


                            						Very truly yours,

                                 /s/ SMITH HELMS MULLISS & MOORE, L.L.P.

EX-99.1

                 RESOLUTIONS OF COMMITTEE
          APPOINTED BY THE BOARD OF DIRECTORS OF
                BANK OF AMERICA CORPORATION

                   January 17, 2001

     WHEREAS, the Board of Directors of Bank of America
Corporation (the "Corporation") previously has authorized and
approved the issuance and sale for cash, at any time or from time
to time, of its unsecured debt securities (the "Debt
Securities"), common stock and other securities in one or more
public offerings, $15,000,000,000 of which securities have been
registered with the Commission pursuant to the Corporation's
registration statement on Form S-3, Registration No. 333-83503
(the "1999 Shelf");

     WHEREAS, the Corporation has issued and sold pursuant to the
1999 Shelf $350,000,000 of its Debt Securities in underwritten
public offerings leaving an additional $14,650,000,000 in
aggregate principal amount of unallocated Debt Securities, common
stock and other securities that may be issued and sold pursuant
to the 1999 Shelf;

     WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on June 23, 1999, this Committee (the "Committee") was
authorized by the Board to take action in connection with the
issuance of the Corporation's Debt Securities, common stock and
other securities to be offered at the times and on terms to be
determined by the Committee;

     WHEREAS, this Committee has determined that issuing a series
of Debt Securities in the form of ten-year subordinated notes,
initially in the principal amount of $3,000,000,000 is advisable
and in the best interests of the Corporation; and

     WHEREAS, no stop order suspending the effectiveness of the
above described registration statement has been received by the
Corporation and no proceedings for that purpose have been
instituted or threatened against the Corporation;

      AUTHORIZATION OF 7.40% SUBORDINATED NOTES, DUE 2011

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on June 23, 1999, and the terms
and provisions of the Indenture between the Corporation and The
Bank of New York, as trustee (the "Subordinated Trustee"),
dated as of January 1, 1995, as supplemented by a First
Supplemental Indenture dated as of August 28, 1998 (the
"Subordinated Indenture"), the Corporation may issue a series
of its subordinated indebtedness initially in the aggregate
principal amount of $3,000,000,000, which series of subordinated
notes is designated "7.40% Subordinated Notes, due 2011" (the
"Subordinated Notes"), and which shall be subject to the terms
and entitled to the benefits of the Subordinated Indenture;

     RESOLVED FURTHER, that the Subordinated Notes to be issued
and sold under the authority of these resolutions shall be those
securities previously authorized by the Board and registered for
sale under the 1999 Shelf;

     RESOLVED FURTHER, that the amount of this series of
Subordinated Notes shall initially be set at $3,000,000,000, but
may be increased at any time within the next 12 months (or as
permitted by Internal Revenue Services regulations) upon delivery
of a supplemental officers certificate setting forth the terms of
such additional amounts;

     RESOLVED FURTHER, that the Subordinated Notes shall bear
interest at the rate of 7.40% per annum, which interest shall
accrue from January 23, 2001, and be payable semiannually on
January 15 and July 15, commencing July 15, 2001; and the record
date for the interest payable shall be the close of business on
the last day of the calendar month next preceding each interest
payment date;

     RESOLVED FURTHER, that the maturity date of the Subordinated
Notes shall be January 15, 2011;

     RESOLVED FURTHER, that the initial series of Subordinated
Notes shall be sold to Banc of America Securities LLC and the
other Underwriters (as named in the Underwriting Agreement
hereinafter described) (the "Underwriters"), pursuant to the
terms of the Underwriting Agreement dated as of January 17, 2001
between the Corporation and the Representatives named therein
(the "Underwriting Agreement"), who the Committee understands
will reoffer the Subordinated Notes for sale in a public
offering;

     RESOLVED FURTHER, that the Subordinated Notes shall be sold
to the Underwriters on January 23, 2001, at a price of 99.046% of
the principal amount, and that the Subordinated Notes shall be
initially offered to the public at a price of 99.496% of the
principal amount;

     RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Subordinated
Notes to certain dealers at the initial public offering price,
less a concession not in excess of 0.30% of the principal amount
of the Subordinated Notes, and that the Underwriters may allow,
and such dealers may reallow, a concession not in excess of 0.25%
of such principal amount on sales to other dealers;

     RESOLVED FURTHER, that the Subordinated Notes shall be
issued as Registered Securities (as defined in the Indenture)
initially in book-entry only form, represented by one or more
global notes registered in the name of The Depository Trust
Company, or its nominee, and eligible to trade through the
facilities of Clearstream Banking, societe anonyme (successor to
Cedelbank, societe anonyme), and Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System,
in the manner requested by the Representatives (as defined in the
Underwriting Agreement), in denominations of $1,000 or integral
multiples thereof, and shall be dated the date of authentication
and delivery, which date shall occur on or about January 23, 2001
and the form of registered note presented to this Committee and
attached to the minutes hereof as Exhibit A, together with such
modifications as are appropriate to reflect the determinations of
the Committee, is hereby in all respects approved;

     RESOLVED FURTHER, that any Authorized Officer (as described
herein) is hereby authorized and empowered to execute and
deliver, and this Committee hereby approves, the Underwriting
Agreement, in the form presented to the Committee and attached to
the minutes hereof as Exhibit B, relating, among other things, to
the sale of the Subordinated Notes and to the indemnification of
and contribution to the Underwriters, and such Underwriting
Agreement shall be, and it hereby is, in all respects authorized
and approved, the execution thereof being conclusive evidence of
such approval;

     RESOLVED FURTHER, that, with respect to the Subordinated
Notes, a "Business Day" shall mean any day, other than a
Saturday or Sunday or a legal holiday in New York, New York,
Charlotte, North Carolina or Luxembourg, that is not a day on
which banking institutions in New York, New York, Charlotte,
North Carolina or Luxembourg are authorized or required by law or
regulation to be closed;

      RESOLVED FURTHER, that except in those situations in which
the Corporation may become obligated to pay Additional Amounts
(as described herein), the Subordinated Notes shall not be
eligible for redemption or entitled to any sinking fund and shall
not be subject to the provisions of Sections 14.02 and 14.03 of
the Subordinated Indenture;

     RESOLVED FURTHER, that the Subordinated Notes shall be
executed in the name of and on behalf of the Corporation by the
Chief Executive Officer, or any Senior or other Vice President,
the corporate seal thereon shall be attested by the Secretary or
any Assistant Secretary, and the signatures of the Chief
Executive Officer, any Vice President, the Secretary and any
Assistant Secretary may be in the form of facsimile signatures of
the present or any future Chief Executive Officer, Vice
President, Secretary or Assistant Secretary, and should any
officer of the Corporation who signs, or whose facsimile
signature appears upon, any of the Subordinated Notes, cease to
be such an officer prior to the issuance of such Subordinated
Notes, the Subordinated Notes so signed or bearing such facsimile
signature shall, nevertheless, be valid, and, without prejudice
to the use of the facsimile signatures of any other officer as
hereinbefore authorized, the facsimile signatures of Hugh L.
McColl, Jr., Chief Executive Officer of the Corporation, John E.
Mack, Senior Vice President of the Corporation, James T.
Houghton, Senior Vice President of the Corporation, James W.
Kiser, Secretary of the Corporation, and Allison L. Gilliam,
Assistant Secretary of the Corporation, are hereby expressly
approved and accepted;

     RESOLVED FURTHER, that pursuant to the provisions of the
Subordinated Indenture, the Chairman and Chief Executive Officer,
the Chief Financial Officer, any Senior Vice President or any
Associate General Counsel (each, an "Authorized Officer") be,
and each of them is, hereby authorized and empowered to cause the
Subordinated Notes, upon execution thereof, to be delivered to
the Subordinated Trustee under the Subordinated Indenture, or to
any agent designated by the Subordinated Trustee, for
authentication and delivery by it and to deliver to the
Subordinated Trustee or agent thereof, as the case may be, the
written order of the Corporation for the authentication and
delivery of the Subordinated Notes and to negotiate, execute and
deliver any and all agreements and other documents and
certificates necessary in connection with the issuance, sale and
delivery of the Subordinated Notes;

     RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York, as
Trustee, shall act as agent for the Corporation for the
registration, transfer, exchange and payment of the Subordinated
Notes (the "Paying Agent"), and as authenticating agent, and
that the offices of the Subordinated Trustee located at 101
Barclay Street, 21 West, New York, New York, hereby is
designated, pursuant to the provisions of the Indenture, as the
office or agency of the Corporation where the Subordinated Notes
may be presented for registration, transfer, exchange and
payment, and the proper officers of the Corporation are hereby
authorized and empowered to execute and deliver any documents
required by the Subordinated Trustee under the Subordinated
Indenture in connection with such duties;

     RESOLVED FURTHER, that whenever the Subordinated Trustee or
Paying Agent, in its capacity as such, shall deem it expedient,
it may apply to counsel for the Corporation for advice or
instructions, and, for its actions and good faith in such
capacity, including, but not limited to, action in reliance on
such advice or instructions or on advice of its own counsel, the
Corporation shall fully protect and hold harmless that agent from
and against any liability;

     RESOLVED FURTHER, that the listing of the Subordinated Notes
on the Luxembourg Stock Exchange (the "LSE") is hereby
authorized (but shall not be required) and the appointment of the
Banque Generale du Luxembourg S.A. as listing agent for such
listing purposes is hereby ratified, confirmed and approved;

      RESOLVED FURTHER, that the officers of the Corporation,
including John E. Mack, Senior Vice President, James T. Houghton,
Senior Vice President, and Karen A. Gosnell, Senior Vice
President, or any other Authorized Officer be, and they hereby
are authorized to take any and all steps necessary or desirable
to accomplish the LSE listing (or to withdraw such application),
including the preparation and filing of all requisite
applications, fee agreements and documents and the payment of all
applicable fees and expenses;

     RESOLVED FURTHER, that the Corporation shall pay as
additional interest on the Subordinated Notes such additional
amounts ("Additional Amounts") as may be necessary in order
that the net payment by the Corporation of the principal of and
interest on the Subordinated Notes to a holder who is a Non-
United States Person (as hereinafter defined), after deduction
for any present or future tax, assessment or governmental charge
of the United States, or a political subdivision or authority
thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided for in such
Subordinated Note to be then due and payable; provided, however,
that the foregoing obligation to pay Additional Amounts shall not
apply to:

      (i)  any tax, assessment or other governmental charge which
would not have been so imposed but for:

            (a) the existence of any present or former connection
between such holder (or between a fiduciary, settlor,
beneficiary, member or stockholder of, or a person holding a
power over, such holder, if such holder is an estate, trust,
partnership or corporation) and the United States,
including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member, stockholder or
person holding a power) being or having been a citizen or
resident or treated as a resident thereof or being or having
been engaged in a trade or business therein or being or
having been present therein or having or having had a
permanent establishment therein;

             (b) such holder's present or former status as a
personal holding company, foreign personal holding company,
passive foreign investment company, private foundation or
other tax-exempt entity or controlled foreign corporation
for United States tax purposes or a corporation which
accumulates earnings to avoid United States federal income
tax; or

             (c) such holder's status as a bank extending credit
pursuant to a loan agreement entered into in the ordinary
course of business;

     (ii) any tax, assessment or governmental charge that would
not have been imposed or withheld but for the failure of the
holder to comply with certification, identification or
information reporting requirements under United States income tax
laws, without regard to any tax treaty, with respect to the
payment, concerning the nationality, residence, identity or
connection with the United States of the holder or a beneficial
owner of such Subordinated Note, if such compliance is required
by United States income tax laws, without regard to any tax
treaty, as a precondition to relief or exemption from such tax,
assessment or governmental charge;

      (iii) any tax, assessment or governmental charge that
would not have been so imposed or withheld but for the
presentation by the holder of such Subordinated Note for payment
on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;

     (iv) any estate, inheritance, gift, sales, transfer, excise,
wealth or personal property tax or any similar tax, assessment or
governmental charge;

     (v) any tax, assessment or governmental charge which is
payable otherwise than by withholding by the Corporation or the
Subordinated Trustee from the payment of the principal of or
interest on any Subordinated Note;

    (vi) any tax, assessment or governmental charge required to
be withheld from such payment of principal of or interest on any
Subordinated Note, if such payment can be made without such
withholding or any liability on the part of the Corporation;

    (vii) any tax, assessment or other governmental charge
imposed on interest received by a person holding, actually or
constructively, 10% or more of the total combined voting power of
all classes of stock of the Corporation entitled to vote; or

     (viii) any combination of items (i), (ii), (iii), (iv),
(v), (vi) or (vii);

nor shall Additional Amounts be paid with respect to any payment
of the principal of or interest on any Subordinated Note to a
person other than the sole beneficial owner of such payment or
that is a partnership or fiduciary to the extent such beneficial
owner, member of such partnership, beneficiary or settlor to the
extent either (i) such beneficial owner, member of such
partnership or beneficiary or settlor with respect to such
fiduciary would not have been entitled to the payment of
Additional Amounts had such beneficial owner, member, beneficiary
or settlor held its interest in the Subordinated Note directly,
or (ii) the person holding the Subordinated Note does not provide
a statement in the form, manner and time required by applicable
United States income tax laws, from such beneficial owner, member
of such partnership, or beneficiary or settlor with respect to
such fiduciary concerning its nationality, residence, identity or
connection with the United States.

     "Non-United States Person" means any holder of the notes
other than a United States person.  A "United States Person"
means a citizen or resident of the United States, a corporation
or a partnership (or other entity treated as a corporation or
partnership for federal income tax purposes, including certain
limited liability companies) created or organized under the laws
of the United States, an estate the income of which is subject to
United States federal income tax regardless of its source, or a
trust for which one or more United States persons have the
authority to control all substantial decisions and for which a
court of the United States can exercise primary supervision over
the trust's administration;

     RESOLVED FURTHER, that the Subordinated Notes may be
redeemed at the option of the Corporation in whole, but not in
part, at any time, on giving not less than 30 nor more than 60
days' notice to the Subordinated Trustee and the holders of the
Subordinated Notes, if the Corporation has or may become obliged
to pay Additional Amounts as a result of any change in, or
amendment to, the laws or regulations of the United States or any
political subdivision or any authority thereof or therein having
power to tax, or any change in the application or official
interpretation of such laws or regulations after the date of the
applicable global prospectus supplement;

     RESOLVED FURTHER, that prior to the publication of any
notice of redemption, the Corporation shall deliver to the
Subordinated Trustee a certificate signed by the Chief Financial
Officer or a Senior Vice President of the Corporation stating
that the Corporation is entitled to effect such redemption and
setting forth a statement of facts showing the conditions
precedent to the right to redeem;

     RESOLVED FURTHER, that the Subordinated Notes so redeemed
will be redeemed at 100% of their principal amount together with
interest accrued to (but excluding) the date of redemption;

     RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to take all steps deemed necessary by
such officer to issue and sell the initial series of the
Subordinated Notes, and to increase the amount of issued and
outstanding Subordinated Notes of this series up to the maximum
amount authorized hereunder, such actions to include delivery of
appropriate Officers Certificates and Company Orders; the
execution and delivery of additional Subordinated Notes; the
selection of one or more underwriters and the negotiation,
execution and delivery of an appropriate underwriting agreement;
the preparation of necessary amendments or supplements to the
applicable global prospectus supplement for the Subordinated
Notes; and the execution and delivery of necessary closing
documents; and

     RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.

EX-99.2

                                      							Bank of America (logo)


FOR IMMEDIATE RELEASE
January 17, 2001

Contact:  Bob Stickler (704-386-8465)

BANK OF AMERICA PRICES $3 BILLION IN 10-YEAR SUBORDINATED NOTES


CHARLOTTE, January 17, 2001 -- Bank of America Corporation today
priced a global offering of $3 billion in 10-year fixed-rate
subordinated notes for sale in the United States and abroad.

The subordinated notes have a coupon interest rate of 7.4
percent per annum, payable semi-annually on January 15 and July
15.  The notes mature on January 15, 2011 and normally are not
redeemable prior to maturity.

These notes will be sold through underwriters led by Banc of
America Securities LLC and including Barclays Capital, Bear,
Stearns & Co. Inc., Chase Securities Inc., Credit Suisse First
Boston, Deutsche Banc Alex, Brown, Goldman, Sachs & Co., HSBC
Securities, Lehman Brothers, McDonald Investments Inc., Merrill
Lynch & Co., Morgan Stanley Dean Witter and Salomon Smith
Barney.  Closing is scheduled for January 23, 2001.

The debt issue is part of a shelf registration for corporate
debt and other securities previously declared effective by the
Securities and Exchange Commission.  Application has been made
to list the notes on the Luxembourg Stock Exchange.

Proceeds from the issue will be used for general corporate
purposes.

Bank of America is the largest bank in the United States.  Bank
of America Corporation stock (ticker: BAC) is listed on the New
York, Pacific and London stock exchanges and certain shares are
listed on the Tokyo Stock Exchange.

                      www.bankofamerica.com