Company Name: Bank of America Corp.
Public Availability Date: December 28, 2007

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

December 11, 2007

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 Sandra Lea Derr

Ladies and Gentlemen:

Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as counsel to Bank of America Corporation, a Delaware corporation (the "Corporation"), we request confirmation that the staff of the Division of Corporation Finance (the "Division") will not recommend enforcement action if the Corporation omits from its proxy materials for the Corporation's 2008 Annual Meeting of Stockholders (the "2008 Annual Meeting") for the reasons set forth herein, the proposal described below. The statements of fact included herein represent our understanding of such facts.

GENERAL

On October 18, 2007, the Corporation received a submission, dated October 15, 2007, containing two proposals (the "Initial Submission") from Sandra Lea Derr (the "Proponent") for inclusion in the proxy materials for 2008 Annual Meeting. As discussed further below, the Corporation requested the Proponent to reduce the number of proposals submitted to one. By letter dated October 24, 2007, the Proponent selected one proposal (the "Proposal") for submission. The Initial Submission is attached as Exhibit A and the Proposal is attached as Exhibit B. The 2008 Annual Meeting is scheduled to be held on or about April 23, 2008. The Corporation intends to file its definitive proxy materials with the Securities and Exchange Commission (the "Commission") on or about March 13, 2008.

Pursuant to Rule 14a-8(j) promulgated under 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 2008 Annual Meeting.

SUMMARY OF PROPOSAL

The Proposal requests that the board of directors take the necessary steps to reduce the compensation of the CEO over time.

REASON FOR EXCLUSION OF PROPOSAL

The Corporation believes that the Proposal may be properly omitted from the proxy materials for the 2008 Annual Meeting pursuant to Rule 14a-8(b)(2) and Rule 14a-8(f) because the Proponent has not provided a written statement that she intends to hold her stock in the Corporation through the date of the 2008 Annual Meeting. Rule 14a-8(b)(2) provides that in order for the Proponent to be eligible to submit a shareholder proposal at the 2008 Annual Meeting, the Proponent must provide a written statement that she will continue to hold her securities through the date of the 2008 Annual Meeting. As described below, the Proponent did not provide the required written statement and therefore, the Proposal may be omitted from the Corporation's proxy materials for the 2008 Annual Meeting.

As noted above, the Initial Submission was received by the Corporation on October 18, 2007. The Initial Submission had several eligibility defects under Rule 14a-8, including the failure by the Proponent to state that she intended to hold her securities through the date of the 2008 Annual Meeting. The Corporation informed the Proponent, by letter dated October 18, 2007 (the "Defect Letter"), of various defects in her submission, including her failure to provide the required written statement. Among other things, the Defect Letter specifically requested that the Proponent provide a written statement that she intended to hold her securities through the date of the 2008 Annual Meeting. A copy of the Defect Letter is attached as Exhibit C. The Defect Letter was sent to the Proponent on October 19, 2007 by Federal Expresswithin 14 days of the Corporation's receipt of the Initial Submission. The Defect Letter clearly notified the Proponent that she had 14 calendar days from her receipt of the Defect Letter to provide the requested written statement. In addition, the Corporation provided a copy of Rule 14a-8 with the Defect Letter. According to Federal Express tracking records, a copy of which is attached as Exhibit D, the Defect Letter was received by the Proponent on October 22, 2007.

In response to the Defect Letter, by letter dated October 24, 2007, the Proponent submitted the Proposal. However, the Proposal and the accompanying cover letter did not include the required written statement that the Proponent intended to hold her securities through the date of the 2008 Annual Meeting. The Division has consistently concluded that a shareholder proposal may be properly omitted from a company's proxy materials pursuant to Rule 14a-8(b) and Rule 14a-8(f) where the proponent failed provide the required written statement. See Harleysville Savings Financial Corporation (October 23, 2007) and Viad Corp. (March 19, 2007). Accordingly, based on the foregoing, the Proposal may be omitted from the proxy materials for the Corporation's 2008 Annual Meeting pursuant to Rule 14a-8(b) and Rule 14a-8(f).

CONCLUSION

On the basis of the foregoing and on behalf of the Corporation, we respectfully request the concurrence of the Division that the Proposal may be excluded from the Corporation's proxy materials for the 2008 Annual Meeting. Based on the Corporation's timetable for the 2008 Annual Meeting, a response from the Division by February 3, 2008 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 704-378-4718 or, in my absence, William J. Mostyn III, Deputy General Counsel and Corporate Secretary of the Corporation at 704-386-5083.

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/

Andrew A. Gerber

cc: Sandra Lea Derr

[APPENDIX 1]

EXHIBIT B

2404 Myrtle Lane
Reston, VA 20191-3912

October 24, 2007

Kristin Marie Oberheu
Bank of America Corporation
NC1-002-29-01
101 South Tryon Street
Charlotte NC 28255

Dear Ms. Oberheu:

Thank you for your letter of October 18 which I picked up at Fed Ex on October 22. I will be submitting the enclosed shareholder proposal on Excessive Executive Compensation. Hopefully a friend of mine who also owns BAC will submit a proposal on the Deferred Compensation issue in his name.

Documentation is enclosed regarding my ownership of stock worth more than $2000. I own this stock through my Edward Jones account. I inherited the BAC shares from my husband. That may perhaps be listed under the original name of the Osgood-Derr Living Trust.

Thank you again for your assistance.

Sincerely,

/s/

Sandra Lea Derr

[APPENDIX 2]

2404 Myrtle Lane
Reston, VA 20191-3912

October 15, 2007

To: Board of Directors for Bank of American Corporation Bank of America Corporate Center Charlotte, NC 28255

Re: Shareholder Proposal on Excessive Executive Pay for the 2008 Annual Meeting of Stockholders

Sandra Lea Derr, 2404 Myrtle Lane, Reston, VA 20191-3912 beneficial owner of 166.3083 shares of Bank of America common stock as of October, 2007 presents the following shareholder proposal.

RESOLVED: That the shareholders of Bank of America Corporation hereby request the Board of Directors to take the necessary steps to begin the process of lowering the pay of CEO's that are paid in excess of $5,000,000 per year. This gradual decline in excessive CEO pay should come at a reduction rate of between 10% (which takes approximately 15 years to achieve the $5,000,000 goal for Mr. Kenneth Lewis) and 20% (which takes approximately 7 years to achieve the $5,000,000 goal for Mr. Lewis) for the next calendar year and every year thereafter until a more equitable salary level is met$5,000,000 in 2007 dollars and then indexed for inflation in subsequent years.

Shareholder's Statement Supporting this item:

The March 19, 2007 notice of the Annual Meeting lists on page 26 Compensation for 2006 for Kenneth D. Lewis as $25,649,566 and the chart lists six more top executives with compensation over the $5,000,000. I should think anyone would be proud to be employed by a company and earn $5,000,000 for their hard work. Compensation above $5,000,000 is just TOO MUCH compensation per year for any employee.

Surely the Bank of America, the bank for all the people of America, can set an example of a more equitable compensation plan for all the employees of the company by becoming more cognizant of the EXCESSIVE amounts paid to their senior officers. I know the Board will say it is in line with other salaries paid to other bank officers; however it seems to me that the Bank of

[STAFF REPLY LETTER]

December 28, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Bank of America Corporation Incoming letter dated December 11, 2007

The proposal relates to compensation.

There appears to be some basis for your view that Bank of America may exclude the proposal under rule 14a-8(f). Rule 14a-8(b) requires a proponent to provide a written statement that the proponent intends to hold its common stock through the date of the shareholder meeting. It appears that the proponent did not respond to Bank of America's request for this statement. Accordingly, we will not recommend enforcement action to the Commission if Bank of America omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

/s/

Greg Belliston
Special Counsel