8-K

     As Filed with the Securities and Exchange Commission on June 30, 1999

                    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):
                               June 23, 1999

                      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.

    A.   Repurchase of Common Stock

     On June 23, 1999, Bank of America Corporation (the
"Registrant") announced its intent to repurchase from time to
time up to 130 million shares of its common stock in open market,
accelerated buyback or private transactions.  A copy of the press
release announcing the repurchase program is filed as Exhibit
99.1 to this Current Report on Form 8-K.

    B.   Redemption of $2.50 Cumulative Convertible Preferred
Stock, Series BB

     On June 24, 1999, the Registrant announced the exercise of
its right to redeem its $2.50 Cumulative Convertible Preferred
Stock, Series BB.  A copy of the press release announcing the
exercise of the right to redeem the $2.50 Cumulative Convertible
Preferred Stock, Series BB is filed as Exhibit 99.2 to this
Current Report on Form 8-K.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

    The following exhibits are filed herewith:

    EXHIBIT NO.          DESCRIPTION OF EXHIBIT

    99.1      News Release disseminated on June 23, 1999
              regarding an authorization by the Board of
              Directors of the Registrant to repurchase up
              to 130 million shares of the Registrant's
              common stock

    99.2      News Release disseminated on June 24, 1999
              regarding the redemption of the Registrant's
              $2.50 Cumulative Convertible Preferred Stock,
              Series BB


                           SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of
1934, 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/ TERESA M. BRENNER
                                     Teresa M. Brenner
                                     Assistant General Counsel

Dated: June 30, 1999




                         EXHIBIT INDEX

    EXHIBIT NO.             DESCRIPTION OF EXHIBIT

    99.1      News Release disseminated on June 23, 1999
              regarding an authorization by the Board of
              Directors of the Registrant to repurchase up
              to 130 million shares of the Registrant's
              common stock

    99.2      News Release disseminated on June 24, 1999
              regarding the redemption of the Registrant's
              $2.50 Cumulative Convertible Preferred Stock,
              Series BB

EX-99.1

FOR IMMEDIATE RELEASE

June 23, 1999

Contact:  Investors  Susan Carr (704-386-8059) or
          Media      Bob Stickler (704-386-8465)

BANK OF AMERICA DIRECTORS AUTHORIZE REPURCHASE OF UP TO 130 MILLION SHARES

CHARLOTTE, NC, June 23, 1999 - The Bank of America Corporation Board of
Directors today authorized the repurchase of up to 130 million shares of
the company's common stock.

The purchases would be made from time to time either in the open market
or through private transactions, including accelerated buyback programs,
over the next 18 to 24 months.  The 130 milion shares represents approximately
7.5 percent of Bank of America's 1.74 billion shares outstanding on
March 31, 1999.

"Due to our sizeable earnings stream Bank of America has, and is generating,
capital in excess of what is needed to support our operations and to make
necessary and profitable future investments in our business," said Hugh L.
Mccoll, Jr., chairman and chief executive officer.  "The most efficient
way of returning this excess capital to our shareholders is to buy back
our stock.

"This action reflects our strategies to focus efforts on developing our
current franchise, to more efficiently use our balance sheet, and to
significantly improve our returns in various business lines," he said.
"The combined result of these initiatives should be to enhance shareholder
value significantly."

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Bank of America Corporation, with $614 billion in total assets, is the largest
bank in the United States.  It has full-service operations in 22 states and
the District of Columbia and provides financial products and services
to 30 million households and 2 million businesses, as well as providing
international corporate financial transactions in 190 countries.  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

EX-99.2

FOR IMMEDIATE RELEASE
June 24, 1999

Contact:  Bob Stickler 704-386-8465

BANK OF AMERICA ANNOUNCES REDEMPTION OF SERIES BB PREFERRED STOCK

Charlotte, June 24, 1999 - Bank of America Corporation announced the
redemption of its $2.50 Cumulative Convertible Prefered Stock, Series BB,
which was initially issued by Barnett Banks, Inc. prior to its merger with
Bank of America.  The redemption date is October 1, 1999 with a redemption
price of $25 per share plus any accrued and unpaid dividends to and including
the date of redemption.

Each share of Series BB Preferred Stock is convertible by the holder
into 6.17215 shares of common stock at any time up through September 16, 1999.
Bank of America expects all shareholders to exercise their conversion rights,
which would result in the issuance of approximately 32,500 shares of common
stock.

Bank of America Corporation, with $614 billion in total assets, is parent
of the largest bank in the United States.  It has full service operations in
21 states and the District of Columbia and provides financial products and
services to 30 million households and 2 million businesses, as well as providing
international corporate financial services for business transactions in 190
countries.  Bank of America Corporation (ticker: BAC) is listed on the
New York, Pacific and London stock eschanges and certain shares are listed
on the Tokyo Stock Exchange.

www.bankofamerica.com