SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THAIN JOHN A

(Last)

(First)

(Middle)

C/O BANK OF AMERICA CORPORATION

101 SOUTH TRYON ST. NC1-002-29-01

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK OF AMERICA CORP /DE/ [ BAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres Glbl Bkg Sec & Wlth Mgmt

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2009		A⁽¹⁾		443,845	A	$0⁽¹⁾	443,845	D
Common Stock	01/01/2009		M⁽²⁾		114,600	A	$13.56	558,445	D
Common Stock	01/01/2009		F⁽³⁾		93,374	D	$13.56	465,071	D
Common Stock	01/01/2009		A⁽¹⁾		214,875	A	$0	214,875	I	GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option, Right to Buy	$70.31	01/01/2009		A⁽⁴⁾		36,797		⁽⁵⁾	02/03/2017	Common Stock	36,797	$70.31	36,797	D
Option, Right to Buy	$70.31	01/01/2009		A⁽⁴⁾		1,547,100		⁽⁶⁾	12/01/2017	Common Stock	1,547,100	$70.31	1,547,100	D
Restricted Stock Units	$0	01/01/2009		A⁽⁷⁾		26,532		⁽⁸⁾	02/03/2010	Common Stock	26,532	$0	26,532	D
Restricted Stock Units	$0⁽²⁾	01/01/2009		A⁽²⁾		171,900		⁽²⁾	12/03/2012	Common Stock	171,900	$0	171,900	D
Restricted Stock Units	$0⁽²⁾	01/01/2009		M⁽²⁾			114,600	⁽²⁾	12/03/2012	Common Stock	114,600	$0	57,300	D

Explanation of Responses:

1. Received in exchange for common stock of Merrill Lynch & Co., Inc. (Merrill) at an exchange ratio of .8595 of a share of Bank of America common stock for each share of Merrill common stock in connection with the merger of Merrill into Bank of America on January 1, 2009. The closing price of Merrill common stock on the last day prior to the effective time of the merger was $11.64 per share.

2. Received in exchange for Merrill Lynch & Co., Inc. (Merrill) restricted stock units at an exchange ratio of .8595 of a Bank of America restricted stock unit for each Merrill restricted stock unit held prior to the merger on January 1, 2009. These restricted stock units vested 2/3 on the effective time of the merger. The remaining restricted stock units vest in four equal installments commencing December 1, 2009. The closing price of Merrill stock on the last day prior to the effective time of the merger was $11.64 per share.

3. Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock which is exempt under Rule 16b-3(e).

4. Received in exchange for options to acquire Merrill Lynch & Co., Inc. (Merrill) common stock at an exchange ratio of .8595 of a share of Bank of America common stock for each share of Merrill common stock subject to such option in connection with the merger of Merrill into Bank of America on January 1, 2009. The exercise price per share of Bank of America stock issuable upon exercise of these options is equal to the exercise price per share of Merrill common stock at which such Merrill option was exercisable immediately prior to the effective time of the merger divided by .8595. The closing price of Merrill stock on the last day prior to the effective time of the merger was $11.64 per share.

5. These options vest 12,266 on each of February 3, 2008 and 2009 and 12,265 on February 3, 2010.

6. These options fully vested on the effective date of the merger of Merrill Lynch & Co., Inc. into Bank of America Corporation.

7. Received in exchange for Merrill Lynch & Co., Inc. (Merrill) restricted stock units at the rate of .8595 Bank of America restricted stock units for each Merrill restricted stock unit held prior to the merger of Merrill into Bank of America Corporation on January 1, 2009. The closing price of Merrill common stock on the last day prior to the merger was $11.64 per share.

8. These restricted stock units vest in two equal installments commencing on February 3, 2009.

Remarks:

	John A. Thain/Roger C. McClary POA	01/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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