Company Name: Bank of America Corp.
Public Availability Date: December 31, 2007

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 13, 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 Donald S. and Sharon K. King

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

The Corporation received a proposal on October 29, 2007 (the "Proposal") from Donald S. and Sharon K. King (the "Proponents") for inclusion in the proxy materials for the Corporation's 2008 Annual Meeting. The Proposal is attached hereto as Exhibit A. 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 Proponents 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 the Board of Directors to take the necessary steps so that no future deferred executive pay is awarded to anyone.

REASONS 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) and Rule 14a-8(f). The Proposal may be excluded under Rule 14a-8(b) and 14a-8(f) because the Proponents have not provided the documentary support necessary to submit the Proposal and have not provided a written statement that they intend to hold their stock in the Corporation through the date of the 2008 Annual Meeting.

Rule 14a-8(b) provides that in order for the Proponents to be eligible to submit a shareholder proposal at the 2008 Annual Meeting, the Proponents must have continuously held at least $2,000 in market value, or 1%, of the Corporation's securities entitled to be voted on the shareholder proposal at the 2008 Annual Meeting for at least one year by the date the Proponents submitted the Proposal, and the Proponents must state that they will continue to hold those securities through the date of the 2008 Annual Meeting. As described below, the Proponents do not satisfy the foregoing requirements of Rule 14a-8(b) and, therefore, are not eligible to submit the Proposal.

As noted above, on October 29, 2007, the Corporation received the Proposal. In the Proposal, the Proponents state "[o]ur stock is held by ING." The Proponents provide no further information regarding their stock ownership. The Corporation confirmed that the Proponents were not record owners on its books and records. In addition, the Proponents did not, as required, state that they will continue to hold their securities through the date of the 2008 Annual Meeting. By letter dated October 29, 2007 (the "Defect Letter"), the Corporation informed the Proponents of the ownership eligibility defect and requested that appropriate documentary support be provided to the Corporation. A copy of the Defect Letter is attached as Exhibit B. In addition, the Defect Letter requested a written statement from the Proponents stating that they intend to hold their securities through the date of the 2008 Annual Meeting. The Defect Letter was sent to the Proponents within 14 days of the Corporation's receipt of the Proposal. The Defect Letter clearly notified the Proponents that they had 14 calendar days from receiving the Defect Letter to demonstrate that they satisfy the ownership eligibility requirements of Rule 14a-8(b) and 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 C, the Defect Letter was received by the Proponents on October 30, 2007. As of the date of this letter, the Proponents have not cured the eligibility defects or responded in any way to the Defect Letter.

The Division has consistently concluded that shareholder proposals may be properly omitted from a company's proxy materials pursuant to Rule 14a-8(b)(1) where the proponent failed to meet the minimum $2,000 in market value, or 1%, of the company's securities eligibility requirement or failed to provide the required written statement. See Torotel, Inc. (August 29, 2007); KeySpan Corporation (March 2, 2006); Sirius Satellite Radio, Inc. (March 19, 2007); Baxter International, Inc. (February 22, 2006); and Harleysville Savings Financial Corporation (October 23, 2007).

In this case, the Proponents have not provided documentary support evidencing that they satisfy the minimum ownership requirements of Rule 14a-8(b) or the required written statement. Accordingly, based on the foregoing, the Proposal may be omitted from the proxy materials for the Corporation's 2008 Annual Meeting.

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, Teresa M. Brenner, Associate General Counsel of the Corporation, at 704-386-4238.

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: Teresa M. Brenner
Donald S. and Sharon K. King

[APPENDIX]

EXHIBIT A

500 Fairview Drive
Montoursville, Pa. 17754

October 23, 2007

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

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

Donald S. and Sharon K. King, owners of 100 shares of Bank of America common stock as of October 23, 200, presents the following shareholder proposal. Our stock is held by ING.

RESOLVED: That the shareholders of Bank of America Corporation hereby request the Board of Directors to take the necessary steps so that NO future DEFERRED EXECUTIVE PAY is awarded to ANYONE.

Shareholder's Statement Supporting this item:

Approximately 85% of the companies in the S&P 500 have created special "deferred pay" accounts for their top executives. Dollars in these accounts earn tax-free interest until the executives retire. Some top executives have accumulated millions in these accounts, all of this over and beyond their regular pension provisions and 401K savings.

The March 19, 2007, notice of the Annual Meeting lists on page 38 a NONqualified Deferred Compensation, aggregate balance at December 31, 2006, for Kenneth D. Lewis as $33, 868,031 and the chart lists six more top executives with deferred compensation over the standard employee level of $15,500 in a 401K program. It is difficult to understand the exact descriptions of the various components of this table, but it is just TOO MUCH deferred compensation per year per any CEO or employee (and let us remember the CEOs are the shareholders' employees - our employees).

Standard 401K plans, the only tax-deferred tool available to most corporate employees, permit only a $15,500 deferral for workers under age 50.

Why should top executives be allowed more than the $15,500 tax-deferral plan available to the great majority of US workers?

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 treating all the employees to the same retirement benefits.

If you are in support of having top executive salary deferral fall within the bounds of most employees in this country, please vote YES to this proposal.

Sincerely,

/s/

Donald S. and Sharon K. King, concerned shareholders

[STAFF REPLY LETTER]

December 31, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Bank of America Corporation Incoming letter dated December 13, 2007

The proposal relates to deferred compensation.

There appears to be some basis for your view that Bank of America may exclude the proposal under rule 14a-8(f). We note that the proponents appear not to have responded to Bank of America's request for documentary support indicating that they have satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). 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/

William A. Hines
Special Counsel