Company Name: Bank of America Corp.
Public Availability Date: January 27, 2005

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

January 5, 2005

BY OVERNIGHT DELIVERY

Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549

Re: Stockholder Proposal Submitted by John Jennings Crapo

Ladies and Gentlemen:

On September 2, 2004, Bank of America Corporation (the "Corporation") received a proposal dated August 25, 2004 (the "Proposal") from John Jennings Crapo (the "Proponent"), for inclusion in the proxy materials for the Corporation's 2005 Annual Meeting of Stockholders (the "2005 Annual Meeting"). The Proposal is attached hereto as Exhibit A. The Corporation hereby requests confirmation that the staff of the Division of Corporation Finance (the "Division") will not recommend enforcement action if the Corporation omits the Proposal from its proxy materials for the 2005 Annual Meeting for the reasons set forth herein.

GENERAL

The 2005 Annual Meeting is scheduled to be held on or about April 27, 2005. The Corporation intends to file its definitive proxy materials with the Securities and Exchange Commission (the "Commission") on or about March 28, 2005 and to commence mailing to its stockholders on or about such date.

Pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed are:

1. Six copies of this letter, which includes an explanation of why the Corporation believes that it may exclude the Proposal; and

2. Six copies of the Proposal.

A copy of this letter is also being sent to the Proponent as notice of the Corporation's intent to omit the Proposal from the Corporation's proxy materials for the 2005 Annual Meeting.

We note that the Proposal was handwritten. For your convenience, we have attempted to translate the handwritten version into a typed version and have attached our translation to each copy of the original proposal.

We also note that the Proponent's submission included well over 100 exhibits. Although it is not clear whether these exhibits are intended to be part of the Proposal, we have included one copy of these exhibits for your convenience. Upon request, we can provide additional copies.

SUMMARY OF PROPOSAL

"It's requested the Directors (our "Board") of Bank of America Corporation ("registrant") shall present to stockholders, and proxies of the registrant a complete report on how Fleet Boston Financial Corporation ("Fleet") and its predecessors, which includes a Bank which was headed by the Father of present Bank of America chairperson of the Board since the calendar year 1980 have complied with laws, rules, regulations of the U.S. internal revenue service ("IRS") on providing that all expenses incurred by shareholders and proxies in attendance at them and other actions shall be lawfully deductible in IRS filings by those persons."

"Included in the complete report which shall be included in said proxy statement how SEC laws, rules, and regulations have been complied with in all particulars regarding compliance with said IRS requirements."

REASONS FOR EXCLUSION OF PROPOSAL

The Corporation believes that the Proposal may be properly omitted from the proxy materials for the 2004 Annual Meeting pursuant to Rules 14a-8(d) and (f) and Rules 14a-8(i)(3) and (i)(4). The Proposal may be excluded pursuant to Rule 14a-8(d) and (f) because the Proposal, including its accompanying supporting statement, exceed the 500-word limitation. The Proposal may be excluded pursuant to Rule 14a-8(i)(3) because it is vague and indefinite, in violation of Rule 14a-9 and Rule 14a-5. Finally, the Proposal also may be excluded pursuant to Rule 14a-8(i)(4) because it relates to the redress of a personal grievance against the Corporation.

1. The Corporation may omit the Proposal pursuant to Rules 14a-8(d) and (f) because the Proposal, including its supporting statement, exceeds the 500 word limitation.

The Corporation believes that the Proposal may be properly omitted from its proxy materials for the 2005 Annual Meeting pursuant to Rules 14a-8(d) and 14a-8(f). Under Rule 14a-8(d) a stockholder proposal, including any accompanying supporting statement, may not exceed 500 words. Generally, the Division has routinely permitted the omission of a stockholder proposal from proxy materials where a proponent failed, upon appropriate request, to revise a proposal to comply with the 500-word limitation. See Proctor & Gamble Company (August 10, 2004); Amgen, Inc. (January 12, 2004); Honeywell International, Inc.(April 19, 2002); and FirstEnergy Corp. (March 19, 2002).

By letter dated September 14, 2004 (the "Request Letter"), the Corporation requested that the Proponent revise his Proposal and supporting statement to comply with the 500-word limitation. The Request Letter specifically stated that the Proposal must be revised within 14 calendar days of the Proponent's receipt of the letter. The Request Letter was received on October 4, 2004. A copy of the Request Letter and evidence of its receipt by the Proponent are attached hereto as Exhibit B. As of the date of this letter, the Proposal has not been revised to comply with Rule 14a-8(d). Accordingly, because the Proponent failed to cure, in a timely manner, the deficiency noted above, the Corporation believes it may omit the Proposal from its proxy materials for the 2005 Annual Meeting pursuant to Rule 14a-8(f).

2. The Corporation may omit the Proposal pursuant to Rule 14a-8(i)(3) because it is vague and indefinite, in violation of Rule 14a-9 and Rule 14a-5.

The Division has recognized that a proposal and/or supporting statement may be excluded under Rule 14a-8(i)(3) if it is so vague and indefinite that shareholders voting on the proposal would not be able to determine with reasonable certainty exactly what action or measures would be required in the event the proposal was adopted. See Sara Lee Corporation (March 31, 2004); Bank of America (March 10, 2004); Philadelphia Electric Co. (July 30, 1992); IDACORP, Inc. (January 9, 2001); and Northeast Utility Service Company (April 9, 2001). Rule 14a-8(i)(3) permits the exclusion of a proposal if it or its supporting statement is contrary to any of the Commission's proxy rules and regulations, including Rule 14a-9, which prohibits the making of false or misleading statements in proxy soliciting materials or the omission of any material fact necessary to make statements contained therein not false or misleading, and Rule 14a-5, which requires that information in a proxy statement be "clearly presented."

The Proposal is vague and indefinite. It does not include enough clear information for the Corporation's stockholders to make an informed decision on the matter being presented. Furthermore, it does not include enough clear information for the Corporation to be able to implement without making assumptions regarding what the Proponent actually had in mind. The Corporation is unable to determine what the Proposal actually is requesting and believes that its stockholders will face a similar dilemma if presented with the Proposal. In addition, the supporting statement is confusing and misleading to stockholders because it appears to be wholly unrelated and irrelevant to the subject matter of the Proposal (which is not particularly clear). In these instances, the Division has regularly permitted exclusion of all or portions of a supporting statement. See Sara Lee Corporation (March 31, 2004) (entire supporting statement excludable).

The Proposal requests the board of directors to prepare a report on how FleetBoston Financial Corporation1 and its predecessors ("Fleet") "have complied with laws, rules, regulations of the U.S. internal revenue service ("IRS") on providing that all expenses incurred by shareholders and proxies in attendance at them and other actions shall be lawfully deductible in IRS filings by those persons." In addition, the proposed report would require a discussion of "how SEC laws, rules, and regulations have been complied with in all particulars regarding compliance with said IRS requirements." The Corporation is not aware of any action it could undertake (including compliance with any applicable laws, rules, or regulations of the IRS, if any existed) that would affect the deductibility of expenses incurred by any particular stockholders or proxies in attending shareholder meetings. The deductibility of such expenses would be based primarily, if not exclusively, on the unique tax circumstances of a particular stockholder or proxy. If the Proposal were approved, the Corporation would be required to produce a report, but would have no idea what, if anything, would be required in or relevant to such a report. The Corporation is not aware of any laws, rules or regulations of the IRS that would be applicable for discussion in the proposed report. As a result, the Proposal is vague and indefinite.

The Division, in numerous no-action letters, has permitted the exclusion of shareholder proposals "involving vague and indefinite determinations ... that neither the shareholders voting on the proposal nor the Company would be able to determine with reasonable certainty what measures the Company would take if the proposal was approved." See A.H. Belo Corp. (January 29, 1998.) Such proposals were "inherently so vague and indefinite that neither the shareholders voting on the proposal, nor the Company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires" or "so inherently vague and indefinite that shareholders voting on the proposal would not be able to determine with reasonable certainty what actions the Company would take under the proposal" or "misleading because any action ultimately taken by the Company upon implementation of the proposal could be significantly different from the actions envisioned by shareholders voting on the proposal." See Proctor & Gamble Company (October 25, 2002); Philadelphia Electric Company (July 30, 1992); and NYNEX Corporation (January 12, 1990).

The Proposal and the supporting statement are not clearly presented. The Corporation's stockholders cannot be asked to guess exactly on what they are voting. Further, the Corporation and the stockholders could have significantly different interpretations of the Proposal. In addition, the supporting statement is entirely unrelated to the Proposal and, as discussed in Section 3 below, deals primarily with matters personal to the Proponent. The Corporation believes that the Proposal and its supporting statement are so vague, ambiguous, indefinite and misleading, that the Proposal may be omitted under Rule 14a-8(i)(3), in violation of both Rule 14a-9 and Rule 14a-5.

3. The Corporation may omit the Proposal pursuant to Rule 14a-8(i)(4) because it relates to the redress of a personal grievance against the Corporation.

Rule 14a-8(i)(4) permits the omission of a stockholder proposal that deals with a matter related to the redress of a personal grievance against the Corporation. While the supporting statement does not relate in any material way to the Proposal, it does provide clear evidence that the Proponent has a personal grievance against the Corporation in connection with his dealings with Fleet. Based on the supporting statement, there appears to have been disputes with respect to the various transactions between the Proponent and Fleet. Eight out of the supporting statement's eleven paragraphs discuss some aspect of the alleged disputes. The three remaining paragraphs include general complaints of, or perceived slights to, the Proponent.

The supporting statement contains the following comments from the Proponent:

"Shareholder proponent himself has had trouble with the president of Fleet .... At no time did said shareholder ever state he understood what a handshake deal is or otherwise so alluded." (supporting statement, paragraph 1)

"It came to a head when Fleet failed to negotiate payment to proponent of his shareholder dividend." (supporting statement, paragraph 4)

"Mr. Gifford has encouraged people to think of Fleet as `Gifford Bank' which certainly is a willful misleading statement." (supporting statement, paragraph 4)

"Check was late being covered by Mr. Gifford and although bank personnel considered there [illegible text] business expense - none were contacted to straighten this matter out so proponent might make prompt payment of his rent." (supporting statement, paragraph 5)

"Proponent went to bank near Porter Square and was treated with intimidating and coercive actions. He'd gone there after having inquired at the Harvard Square location of it about why he was unable to get his Bank card to work in an ATM machine. A teller became argumentative .... Argument resulted - but I was very brief.... I didn't argue although I use that word but tellers did as did customer service." (supporting statement, paragraph 6)

"Proponent went to the Bank's Porter Square area location thinking perhaps the bank had found his keys to his apartment to the building where he resided nearly thirty (30) years, etc. and his apartment letter box key. Proponent didn't know his rent payment check had been refused payment by Fleet and didn't know that in the box was a check drawn on Fleet which was more than enough to pay the rent, etc., etc." (supporting statement, paragraph 7)

"The date of arrest was the 25th anniversary of the Graduation of a Harvard University Law School trained lawyer .... Proponent was in city jail and then in county jail .... Proponent was embarrassed by the false arrest!" (supporting statement, paragraph 8)

Said arrest was at the Fleet location where when proponent was waiting to use ATM facilities a familiar sounding person was in front of him accompanied by an "adult" appearing man and a small person who was put on table between her and proponent. Proponent said to her he couldn't hold the person if it began to fall. To do so, proponent said would be a violation of boundaries." (supporting statement, paragraph 9)

Proponent is very disappointed and offended but SEC laws, rules, regulations mandate explanations to avoid misleading comments in everything about proxy statements." (supporting statement, paragraph 11)

Based on the forgoing, it seems clear that the Proposal was submitted based on a grievance that the Proponent has with the Corporation and/or Fleet. The subject matter of the supporting statement relates directly to the Proponent's perception that the Corporation or Fleet has slighted him. See NSTAR (March 15, 2000); and US WEST (February 22, 1999) (both permitting the exclusion of proposals dealing with alleged company mistreatment). The supporting statement appears wholly unrelated to the Proposal, which itself appears to be facially neutral. Given that fact, the Corporation believes that the Proponent is using the Proposal merely as a means to vent his personal grievances through his supporting statement.

Accordingly, because the Proposal and supporting statement deal with a matter that relates to the redress of the Proponent's personal grievance against the Corporation, the Corporation believes that the Proposal may be excluded pursuant to Rule 14a-8(i)(4).

CONCLUSION

On the basis of the foregoing, the Corporation respectfully requests the concurrence of the Division that the Proposal may be excluded from the Corporation's proxy materials for the 2005 Annual Meeting. Based on the Corporation's timetable for the 2005 Annual Meeting, a response from the Division by February 11, 2005 would be of great assistance.

If you have any questions or would like any additional information regarding the foregoing, please do not hesitate to contact the undersigned at 704.386.9036.

Please acknowledge receipt of this letter by stamping and returning the enclosed receipt copy of this letter. Thank you for your prompt attention to this matter.

Very truly yours,

/s/

Jacqueline Jarvis Jones
Associate General Counsel

cc: John Jennings Crapo

-----FOOTNOTES-----

1 The Corporation acquired FleetBoston Financial Corporation on April 1, 2004.

[APPENDIX 1]

John Jennings Crapo, Pro. Se
Homeless Bank of America Shareholder
PO Box 400151
Cambridge MA 02140-0002
P107 Nine (09) PIP

Aug 25 2004

Via CMRRN
7004 1160 0006 4318 9714

Bank of America Corp. [text illegible] Corp Secretary's OFC Ms Rachel Cummings, Corp [text illegible] or Successor as Corp [text illegible]
100 N Tryon Ster Charlotte NC
28202-4000

Dear corp. Secretary BNK of America Corp.

re: Ms Shareholder proposal and accompanying statement, accompanying exhibits

I've been a shareholder a long time I've known, Fleet Boston Financial Corporation and First National Bank of Boston and Directors other entities I was born at New Bedford MA where the New Bedford [text illegible] for savings (NBIS) Was headquartered Mr Charles Morgan's wooden whale ship at mystic seaport was made [text illegible] the standout and those concerned about fisheries history Mr Morgan was a founder of NBIS Connecticut known as the Constitution State is famous too for it's protecting of New Bedford's Whaleship known as the last of the wooden whalers

I've enough shares of common stock to comply with the United States of America Secretary and Exchange Commissions (SEC) requirements of market value of ownership of shares and I'm not selling any of the shares, until the adjournment of the forth comers meeting of shareholders and corp. [text illegible] of stockholders and proxies assembled for the purpose of meeting as annual meetings of shareholders

I plan to present the shareholders proposal I ask it be a long with the accompanying such noting statement be introduced to us in the proxy statement of said shareholder meeting

I've submitted, presented, introduce proposals to numerous regional national SEC regulated companies that include FLEET, NBIS IDACORP commonwealth Energy systems, Northeast [text illegible] Money Group INC. Chitrenden Corp, JP Morgan, JP Morgan Chase and numerous other companies.

In event you have questions please route them to me at my PO Box Address I've no objections to talk with no one! this but mu preference is such, talk by letters to me at my PO Box

Shareholder Proposal

It's requested the director (our "Board") of Bank of America corporation ("registrants") shall present to stockholders and proxies of the registrant a complete report how FLEET Boston Financial Corporation ("FLEET") and it's predecessors which includes a bank which was headed by the father of [text illegible] Bank of America chairperson of the board same the calendar year 1980 have complied with lawes, rules, regulations of the U.S. Internal Revenue Service ("IRS") on providing that all expenses incurred by shareholders and proxies in attendance at them and other [text illegible] shall be lawfully deductible in IRS filings by those person

The report shall in it's entirety being proxy statement of the next forth coming meeting of Shareholders & Proxies meeting In annual meetings of Share holders assembled for the purpose of meeting in annual meeting of shareholders

Included in the complete report which shall be included in said proxy statement how SEC Laws, rules, and regulations have been complied with in all particulars regarding [text illegible] with said IRS requirements

Supports Statement

Shareholder proponent myself has had trouble with the [text illegible] of fleet who shook hands with him at the commission of a Shareholder meeting at [text illegible] time did said shareholder ever state he understood What a handshake deal is or otherwise so [text illegible] the President left and had said he was building a house when he'd live in retirement it later was apparent he left for the purpose of having Fleet then Bank of America [text illegible] for all his mistakes and in fact there are publish [text illegible] has severity delinquent in paying taxes

proponent did write him plus relate the circumstances of his wanting to [text illegible] and his troubles of being accepted in an academic program in the Eastern Hemisphere for that purpose He'd [text illegible] that an objective to translate accounts of American on Wooden Whalers [text illegible] the U.S. is Brazil as the [text illegible] Board and as a Portuguese Colony would have been [text illegible] those places Whalers Such as the Morgan would've called on there were [text illegible] uparts that a Fleet employee had run off with "ninety million dollars ..." of Shareholder [text illegible] but no account was given of whether this person was whether he was [text illegible] Whether money was recovered, etc. & Whom the Oppress were, who recommended him for Job and who hired him, etc and no accounting has been made identifying the capability of said Bank President and Fleet Director Fleet Board chairman upon said presidents exhibit made very favorable comments, his assistant for [text illegible] as to his qualifications to [text illegible] the economy of [text illegible] comments of ms Charles "Chad" K Gifford had resulted in his former deputy heir recovered with Trust and confidence in the Midst of all this proponent became homeless it came to a head when Fleet [text illegible] to negotiate payment to proponent of his Shareholder dividend

In endorsement proponent had styled Mr Gifford as Chief Executive officer rather than "CEO" When could he erroneously [text illegible] as chief Executive/Executive offices at no time has proponent said he wanted Mr Gifford or other BNK officers to he his executor nominee,, etc, Mr Gifford's has [text illegible] people to think Fleet as &lqdquo;GIFFORD'S Bank" Which certainly is a WILLFULLY Misleading statement to Stockholders and anyone else

Check was late being covered by Gifford And although bank personnel consider this [text illegible]

Proponent went to bank near porter square and was treated with intimidating [text illegible]. He'd give there after having inquired at the Harvard square locality about why he was unable to get his Bank card to work in an ATM machine. A teller be argumentative when I told her the name [text illegible] on US Certificate money was not that of the Secretary of the U.S. Treasurers Department but the [text illegible] of the president, Harvard University argument resulted, but I Was very brief there had been many public [text illegible] of the transition of his summers from the us treasury to the other chief Executive officers and financial officers the president and fellows of Harvard University. I didn't argue although I use that word but tellers did as did customer service

Proponent went to the bank, Porter Square and Location thinking perhaps the bank had found his keys to his apartment to the building where he rented nearby thirty (30) years, etc and his apartment letter box key proponent didn't know his payment check had been refused [text illegible] by Fleet and didn't know that in the box was a check drawn on Fleet which was more than enough to pay the rent, etc, etc

The date of [text illegible] was the 25th anniversary of the Graduates of a Harvard University Law School trained lawyer, US Senator, Members of the US Senate; Committee on Banking, Houses and Urban Affairs and whose, subcommittee sales include those in financial institutions, International trade and finance; Securities and investment, Mr Michael Dean Crapo was at then also a member of the US Senate Committee on Small business and entrepreneurship, needless to say i didn't get to meet Mr. Carp when he was there on 25th reunion of his class at Laws school. Proponent was [text illegible] jail and then in [text illegible] jail of [text illegible] Edward J. Sullivan Building of the trial courts at E. Cambridge news where Mr. Carpo lived when [text illegible] University Law school student. Proponent was embarrassed by the false arrest!

Said arrest was at the Fleet location where when proponent was waiting to use ATM facilities, a familiar soundings person was in front of him accompanied by an "adult" [text illegible] man and a small person who was put on table be her and proponent. Proponent said to her he couldn't hold the person it began to fall, to do so proponent said would be a violation of boundaries. Subsequent events have borne out how crossing boundaries by large numbers of professionals in Boston area has been costly to it's corporate chief executive office

The day proponent didn't get to a shareholder meetings (of Fleet) to present his shareholder proposal of havings such meetings not pressure the last day for filing National tax returns-proponent was in bed a time when he was having dreadful inconveniences where he lived additionally he'd been delivered the wrong tax return form to complete proponent following his complaint was informed by an assistant to the US secretary of treasury correct form would be sent to him The IRS Is responsible to the US Treasury secretary, as Department chief.

Proponent is very disappointed and offended but SEC lawes, rules, regulations mandate explanation to avoid misleading comments in every thing about proxy statements-just as how Hon. Mr Joseph P. Kennedy wanted it in his capacity as Hon. Commissioner of the SEC. Mr. Kennedy's overall standards Included his objections to someone being elected to more than two (2) terms as USA President. He'd had no objection to the person who exceeded that personal standard having been a candidate for (05) times for National Wide office.

I've enclosed a table of contents of my accompanying exhibits. Following my signature enclose list of those whom I sent copies of this shareholder proposal [text illegible] statement letters, including exhibits enclose too here-in comr's my letter of transmittal to those persons.

Sincerely

[text illegible] Jennings Crapo
Homeless shareholder

Enclosures

C.C. with enclosures
via C.M. RRR [text illegible]
7004 ... 8211 SEC 7004 ... 860)
USTX CT 7004 ... 7405

Fiust Fid. SAV. BNK (Boston Ist East Bankshans) 7004 ... 8310
State MA opg consum asbaers ... 704 ... 8242
Ding Prof Licensore
Six Continents Hotels ... 7004 ... 7337
USA Dentg Voterors affoers 7004 ... 7313

[APPENDIX 2]

SHAREHOLDERS PROPOSAL

(TRANSCRIPTION OF HANDWRITTEN PROPOSAL PREPARED BY BANK OF AMERICA)

It's requested the Directors (our "Board") of Bank of America Corporation ("registrant") shall present to stockholders, and proxies of the registrant a complete report on how Fleet Boston Financial Corporation ("Fleet") and its predecessors, which includes a Bank which was headed by the Father of present Bank of America chairperson of the Board since the calendar year 1980 have complied with laws, rules, regulations of the U.S. internal revenue service ("IRS") on providing that all expenses incurred by shareholders and proxies in attendance at them and other actions shall be lawfully deductible in IRS filings by those persons.

The report shall in its entirety be in proxy statement of the next forthcoming meeting of shareholders and proxies meeting in annual meeting of shareholders assembled for the purpose of meeting in annual meeting of shareholders.

Included in the complete report which shall be included in said proxy statement how SEC laws, rules, and regulations have been complied with in all particulars regarding compliance with said IRS requirements.

SUPPORTING STATEMENT

Shareholder proponent himself has had trouble with the president of Fleet who shook hands with him at the conclusion of a shareholder meeting. At no time did said shareholder ever state he understood what a handshake deal is or otherwise so allude. The President left and had said he was building a house where he'd live in retirement. It later was apparent he left for the purpose of having Fleet - then Bank of America - liable for all his mistakes and in fact there are published remarks he is seriously delinquent in paying taxes.

Proponent did write him and relate the circumstances of his wanting to study Portuguese and his troubles of being accepted in an academic program in the Eastern Hemisphere for that purpose. He'd considered that an objective to translate accounts of Americans on Wooden Whalers Portuguese ports from Portuguese reports into English. The U.S.S. Brazil - as the [Empire] of Brazil and as a Portuguese Colony would have been one (01) of those places Whalers such as the Morgan would have called on.

There were [rumored] reports that a Fleet employee had run off with "ninety million dollars..." of stockholder monies but no account was given of whom person was, whether he was apprehended, whether money was recovered, etc. and whom the officers where who recommended him for job and who hired him, etc. And no accounting has been made identifying the culpability of said Bank president and Fleet directors. Fleet Board Chairman, upon said President's exiting, made very favorable comments re: his assistant (or deputy if we prefer) as to his qualifications to manage the economy of a Banana Republic. Comments of Mr. Charles "Chad" K. Gifford had resulted in his former deputy being received with trust and confidence.

In the midst of all this proponent became homeless. It came to a head when Fleet failed to negotiate payment to proponent of his shareholder dividend. In endorsement, proponent had styled Mr. Gifford as Chief Executive Officer rather than "CEO" which could be erroneously interpreted as Chief Executive/Executrix offices. As no time has proponent said he wanted Mr. Gifford or other Bank officers to be his executor nominee, etc. Mr. Gifford has encouraged people to think of Fleet as "Gifford Bank" which certainly is a willful misleading statement to stockholders and anyone else.

Check was late being covered by Mr. Gifford and although bank personnel considered their [illegible text] business expense - none were contacted to straighten this matter out so proponent might make prompt payment of his rent.

Proponent went to bank near Porter Square and was treated with intimidating and coercive actions. He'd gone there after having inquired at the Harvard Square location of it about why he was unable to get his Bank card to work in an ATM machine. A teller became argumentative when I told her the name of someone on US certificate money was not that of the Secretary of the U.S. Treasury Department but the signature of the President of Harvard University. Argument resulted - but I was very brief. There had been many public [illegible text] of the transition of his summer from the U.S. Treasury to the Office of Chief Executive Officer and Financial Office of the President and Fellows of Harvard University. I didn't argue although I use that word but tellers did as did customer service.

Proponent went to the Bank's Porter Square area location thinking perhaps the bank had found his keys to his apartment to the building where he resided nearly thirty (30) years, etc. and his apartment letter box key. Proponent didn't know his rent payment check had been refused payment by Fleet and didn't know that in the box was a check drawn on Fleet which was more than enough to pay the rent, etc., etc.

The date of arrest was the 25th anniversary of the Graduation of a Harvard University Law School trained lawyer - U.S. Senator - member of the U.S. Senate's Committee on Banking, Housing and urban affairs and whose subcommittee rules include those on financial institutions, international trade and finance; securities and investment. Mr. Michael Dean Crapo was at then also a member of the U.S. Senate committee on small Business and entrepreneurship. Needless to say, I didn't get to meet Mr. Crapo when we were there on 25th reunion of his class at law school. Proponent was in city jail and then in county jail of the Honorable Edward J. Sullivan Building of the Trial Courts at E. [Cambdan] near where Mr. Crapo lived when a Harvard University Law School student. Proponent was embarrassed by the false arrest!

Said arrest was at the Fleet location where when proponent was waiting to use ATM facilities a familiar sounding person was in front of him accompanied by an "adult" appearing man and a small person who was put on table between her and proponent. Proponent said to her he couldn't hold the person if it began to fall. To do so, proponent said would be a violation of boundaries. Subsequent events have borne out how crossing boundaries by large numbers of professionals in Boston area has been costly to it's Corporate Chief Executive Officer.

The day proponent didn't get to a shareholder meeting (of Fleet) to present his shareholder proposal of having such meetings not pressure the last day for filing national tax returns, proponent was in beda time when he was having dreadful inconveniences where he lived. Additionally, he'd been delivered the wrong tax return form to complete. Proponent following his complaint was informed by an assistant to the Hon. U.S. Secretary of Treasury correct form would be sent him. The IRS is responsible to the U.S. Treasury Secretary, as Department Chief.

Proponent is very disappointed and offended but SEC laws, rules, regulations mandate explanations to avoid misleading comments in everything about proxy statements. Just as to how Honorable Mr. Joseph P. Kennedy wanted it in his capacity as Honorable Commissioner of the SEC. Mr. Kennedy's overall standards included his objections to someone being elected to more than two (2) terms as USA President. He'd had no objections to the person who exceeded that personal standard having been a candidate five (05) times for nationwide office.

[STAFF REPLY LETTER]

January 27, 2005

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Bank of America Corporation
Incoming letter dated January 5, 2005
The proposal relates to a report on legal compliance.

There appears to be some basis for your view that Bank of America may exclude the proposal under rule 14a-8(f). We note in particular that the proposal appears to exceed the 500-word limitation imposed by rule 14a-8(d). Accordingly, we will not recommend enforcement action to the Commission if Bank of America excludes the proposal from its proxy materials in reliance on rules 14a-8(d) and 14a-8(f). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Bank of America relies.

Sincerely,

/s/

Mark F. Vilardo
Special Counsel