On October 7, 2008, Bank of America Corporation (the "Registrant") entered into an underwriting agreement (the "Underwriting Agreement") with Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the underwriters (the "Underwriters") pursuant to which the Registrant agreed to issue and sell 455,000,000 shares (the "Initial Shares") of the Registrant's common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $22.00 per share in an underwritten public offering (the "Offering"). In addition, pursuant to the Underwriting Agreement, the Registrant granted the Underwriters an option (the "Option") to purchase up to an additional 68,250,000 shares of Common Stock if the Underwriters sell more than the Initial Shares. The net proceeds of the Offering, after underwriting discounts and commissions and before giving effect to the Option, if exercised, will be $9,759,750,000.

Pursuant to the Underwriting Agreement, the Registrant agreed, and its executive officers entered into agreements in substantially the form included in the Underwriting Agreement, to a 60-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

A copy of the press release relating to the Offering is included as Exhibit 99.1 hereto.

The terms of the Offering are described in the Registrant's Prospectus dated May 5, 2006 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated October 7, 2008. The Underwriting Agreement is included as Exhibit 1.1 hereto.

The Initial Shares were issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 333-133852, on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.                        DESCRIPTION OF EXHIBIT
    1.1     Underwriting Agreement, between the Registrant, Banc of America
            Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith
            Incorporated dated October 7, 2008
    5.1     Opinion of McGuireWoods LLP regarding the legality of the Shares
            dated October 10, 2008
   99.1     Press Release issued by the Registrant dated October 7, 2008