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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DESOER BARBARA J   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 Mtge Home Equity & Ins Sv (Last) (First) (Middle) BANK OF AMERICA CORP, NC1-002-29-01 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2008 (Street) CHARLOTTE, NC 28255 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 12/31/2008   A(1)   1,223.7 A $ 0 13,499.8 I Thrift Trust Common Stock 02/15/2009   M   77,632 A $ 5.57 77,632 D   Common Stock 02/15/2009   F(2)   25,278 D $ 5.57 52,354 D   Common Stock               148,172 (3) I Joint Revocable Trust

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 (4)

02/15/2009

M

77,632

(5)

02/15/2009

Common Stock

77,632

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DESOER BARBARA J BANK OF AMERICA CORP NC1-002-29-01 CHARLOTTE, NC 28255			Pres Mtge Home Equity & Ins Sv

Signatures

Barbara J. Desoer/Roger C. McClary POA		02/18/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares acquired were exempt acquisitions pursuant to Rule 16b-3(c) under the Bank of America 401(k) Plan.
(2)	Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock which is exempt under Rule 16-b3(e).
(3)	On February 22, 2008, 34,095 shares previously held by the reporting person were transferred to the reporting person's revocable trust, and on December 19,2008, 124,382 shares previously held in the reporting person's revocable trust were transferred to the reporting person's joint revocable trust.
(4)	Each restricted stock unit represents a contingent right to receive one share of Bank of America common stock.
(5)	These restricted stock units, which are exempt under Rule 16b-3(d), vest on the third anniversary of the grant date.

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