SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEWIS KENNETH D

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman CEO and Pres

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series H Non-Cumulative Preferred Stock	11/04/2008		P		44,250	A	$23.15	44,250	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		18,710	A	$23.1	62,960	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		6,600	A	$23.12	69,560	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		6,050	A	$23.13	75,610	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		3,590	A	$23.09	79,200	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		2,100	A	$23.14	81,300	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		1,900	A	$23.07	83,200	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		1,000	A	$23.11	84,200	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		1,000	A	$23.08	85,200	D
Series H Non-Cumulative Preferred Stock	11/04/2008		P		800	A	$23.06	86,000	D
Common Stock	01/20/2009		P		112,062	A	$5.98	1,373,059	D
Common Stock	01/20/2009		P		48,252	A	$5.99	1,421,311	D
Common Stock	01/20/2009		P		23,050	A	$6.03	1,444,361	D
Common Stock	01/20/2009		P		16,636	A	$6.06	1,460,997⁽¹⁾	D
Common Stock	12/31/2008		A	V	2,055.47⁽²⁾	A	$0	22,701.46	I	Thrift Trust
Common Stock								259,767⁽¹⁾	I	GRAT I
Common Stock								259,767⁽¹⁾	I	GRAT II

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 27, 2008, 293,900 shares previously owned by the reporting person were transferred to the reporting person's GRAT I, and 293,900 shares were transferred to the reporting person's GRAT II. On August 28, 2008, 21,366 shares were distributed to the reporting person, 10,683 each from GRAT I and GRAT II. On December 3, 2008, 46,900 shares were distributed to the reporting person, 23,450 each from GRAT I and GRAT II.

2. Shares acquired were exempt acquisitions pursuant to Rule 16b-3(c) under the Bank of America Corporation 401(k) Plan.

Remarks:

	Kenneth D. Lewis/Roger C. McClary POA	01/21/2009
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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.