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^*

MAY THOMAS J

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2009

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)
Common Stock								2,142⁽¹⁾	I	By Revocable Trust

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)
Director Stock Unit Plan	$0	03/27/2009		A	V	1,447.45⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	1,447.45	$0	22,013.83	D
Fleet BKB Director Retirement Ben Ex Program	$0	03/27/2009		A	V	200.98⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	200.98	$0	3,056.54	D
Fleet BKB Director Stock Award Unit Plan	$0	03/27/2009		A	V	353.05⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	353.05	$0	5,369.49	D
Phantom Stock	$0	03/27/2009		A	V	2,160.85⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	2,160.85	$0	32,863.62	D
Stock Unit Plan	$0	03/27/2009		A	V	127.03⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	127.03	$0	1,605.73	D
Phantom Stock	$0	04/29/2009		A		31,105.99⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	31,105.99	$0	63,969.61	D

Explanation of Responses:

1. Represents 2,142 shares which were directly owned by the reporting person and which have been transferred to the reporting person's revocable trust. The number of shares that were previously reported as directly owned (and subsequently transferred to the revocable trust) has been decreased by 152 shares to correctly reflect the number of shares that were actually owned by the reporting person

2. Phantom stock dividends, which are exempt under Rule 16b-3, were reinvested between June 27, 2008 and March 27, 2009. Phantom stock units may be settled in stock upon death or termination of service as a director.

3. Reinvested Phantom Stock dividends which are exempt under Rule 16b-3. Phantom Stock units may be settled in stock on death or termination of service as a director.

4. Phantom stock units acquired between June 27, 2008 and March 27, 2009 with reinvested dividend equivalents under the Bank of America Director Deferral Plan which is exempt under Rule 16b-3.

5. Phantom stock units may be settled in cash upon death or termination of service as a director.

6. Phantom stock units represent payment of the annual Directors' compensation under the Bank of America Corporation Directors' Stock Plan in transactions exempt under Rule 16b-3.

Remarks:

	Thomas J. May/Roger C. McClary POA	04/30/2009
	** 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).
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