Company Name: Bank of America Corp.
Public Availability Date: December 13, 2006

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]
November 20, 2006

BY OVERNIGHT DELIVERY

Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
100 F. Street, N.E.
Washington, DC 20549

Re: Stockholder Proposal Submitted by Thomas W. Murphy

Ladies and Gentlemen:

Bank of America Corporation (the "Corporation") received a proposal on October 10, 2006 (the "Proposal") from Thomas W. Murphy (the "Proponent"), for inclusion in the proxy materials for the Corporation's 2007 Annual Meeting of Stockholders (the "2007 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 2007 Annual Meeting for the reasons set forth herein.

GENERAL

The 2007 Annual Meeting is scheduled to be held on or about April 25, 2007. The Corporation intends to file its definitive proxy materials with the Securities and Exchange Commission (the "Commission") on or about March 19, 2007 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 2007 Annual Meeting.

SUMMARY OF PROPOSAL

The Proposal recommends that the "Board of Directors vote to amend the dividend reinvestment plan so that members of the plan can purchase additional shares without paying a brokerage fee."

REASONS FOR EXCLUSION OF PROPOSAL

The Corporation believes that the Proposal may be properly omitted from the proxy materials for the 2007 Annual Meeting pursuant to Rule 14a-8(i)(7) because it deals with a matter relating to the ordinary business of the Corporation. The Division has routinely found that proposals dealing with the establishment or administration of dividend reinvestment plans relate to ordinary business matters and accordingly, may be excluded under Rule 14a-8(i)(7). Further the Division has specifically addressed proposals to reduce or eliminate dividend reinvestment plan fees and has found such proposals to be excludable under Rule 14a-8(i)(7). See Kimberly-Clark Corporation (December 21, 2004) (proposal requesting the modification of the dividend reinvestment plan to, among other things, provide for no added service fees found excludable); Synovus Financial Corp. (March 1, 2004) (proposal requesting the revision of the dividend reinvestment plan to provide for the elimination of the investment fees on reinvested dividends or optional cash payments found excludable); General Electric Company (January 19, 2000) (proposal requesting the elimination of the service charge on direct stock purchases under the dividend reinvestment plan found excludable); General Electric Company (January 13, 2000) (proposal requesting the company to reduce present transaction fees under the dividend reinvestment plan found excludable); Lucent Technologies, Inc. (October 4, 1999; two letters) (one proposal to dissolve the service charge on stock purchased through the dividend reinvestment plan and a second proposal requesting the company to pay the fees and commissions charged for reinvesting dividends under the dividend reinvestment plan were both found excludable); Colorado Business Bankshares, Inc. (March 20, 2001) and CoBiz Inc. (March 25, 2002) (proposals to establish a dividend reinvestment plan without fees to shareholders found excludable); and Prudential Financial, Inc. (January 23, 2006) (proposal to establish a dividend reinvestment plan found excludable).

The Proposal seeks to eliminate the fees charged as part of the Corporation's administration of its dividend reinvestment plan. Matters relating to the establishment or administration of a dividend reinvestment plan have routinely been found to relate to matters of ordinary business, and clearly do not raise any significant policy concerns. Based on the foregoing and consistent with the precedent cited above, the Corporation believes that the Proposal should be excluded pursuant to Rule 14a-8(i)(7).

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 2007 Annual Meeting. Based on the Corporation's timetable for the 2007 Annual Meeting, a response from the Division by February 3, 2007 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/

Kenneth L. Wagner
Associate General Counsel

cc: William J. Mostyn III
Thomas W. Murphy

[APPENDIX]
September 5, 2006

To: Bank of America Corporation Attention: Corporate Secretary 101 South Tryon Street NC1-002-29-01 Charlotte, North Carolina 28255

From: Thomas W. Murphy, Shareholder 53 Main Street Sandwich, MA 02563-2133

Re: Stockholder proposal regarding purchase of Bank of America common shares through the dividend reinvestment plan.

Resolved: The shareholders recommend that the Board of Directors vote to amend the dividend reinvestment plan so that members of the plan can purchase additional shares without paying a brokerage fee.

Stockholder's statement supporting the amendment.

Whereas, it would enable the small investor to purchase common shares of the company on a quarterly basis without paying a brokerage fee. This would be on a cash investment only with a minimum of $100.00 and a maximum of $5000.00 quarterly. The price of the new shares purchased would be at the market price on the next record date.

As with the success of "The Keep the Change Program", This amendment will provide a strong incentive for the small investor to recommend the bank to others, thereby attracting new stockholders and new business for the bank.

By shareholding together we will grow together.

/s/

[STAFF REPLY LETTER]
December 13, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Bank of America Corporation Incoming letter dated November 20, 2006

The proposal recommends that the board amend the dividend reinvestment plan so that members of the plan can purchase additional shares without paying a brokerage fee.

There appears to be some basis for your view that Bank of America may exclude the proposal under rule 14a-8(i)(7), as relating to Bank of America's ordinary business operations (i.e., the administration of a dividend reinvestment plan). Accordingly, we will not recommend enforcement action to the Commission if Bank of America omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Gregory S. Belliston
Attorney-Adviser