SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STRUTHERS RICHARD K

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2009

3. Issuer Name and Ticker or Trading Symbol
BANK OF AMERICA CORP /DE/ [ BAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres BAC Glbl Card Svcs

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,938	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option, Right to Buy	⁽¹⁾	03/08/2010	Common Stock	349,643	$23.6	D
Option, Right to Buy	⁽¹⁾	05/18/2009	Common Stock	306,330	$30.17	D
Option, Right to Buy	⁽¹⁾	01/07/2013	Common Stock	176,940	$34.9	D
Option, Right to Buy	⁽¹⁾	10/12/2011	Common Stock	265,410	$35.05	D
Option, Right to Buy	⁽¹⁾	03/01/2011	Common Stock	439,633	$36.8	D
Option, Right to Buy	⁽¹⁾	05/29/2012	Common Stock	176,940	$40.76	D
Option, Right to Buy	⁽²⁾	02/15/2018	Common Stock	75,600	$42.7	D
Option, Right to Buy	⁽³⁾	02/15/2017	Common Stock	105,000	$53.85	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	39,456	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	02/16/2009	Common Stock	24,941	$0	D
Restricted Stock Units	⁽⁵⁾	02/15/2010	Common Stock	13,549	$0	D
Restricted Stock Units	⁽⁵⁾	02/15/2011	Common Stock	15,600	$0	D

Explanation of Responses:

1. These options fully vested on the effective date of the merger of MBNA Corporation into Bank of America Corporation.

2. These options, which are exempt under Rule 16b3-(d), vest in three equal installments commencing on February 15, 2009. The proceeds must be held for one year following exercise.

3. These options, which are exempt under Rule 16b-3(d), vest in three equal installments commencing on February 15, 2008. The proceeds must be held for one year following exercise.

4. This is a non-compete award. The award vests 18 months after termination if the associate does not compete for all term reasons excluding death/disability. For death/disability the award vests at termination.

5. These restricted stock units, which are exempt under Rule 16b-3(d), vest in three equal installments commencing on the first anniversary of the grant date.

Remarks:

struthers.TXT

	Richard K. Struthers/Roger C. McClary POA	01/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.