Sec Form 4 Filing - BARNET WILLIAM III @ BANK OF AMERICA CORP /DE/ - 2009-04-29

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 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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1. Name and Address of Reporting Person BARNET WILLIAM III 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 NORTH TRYON STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2009 (Street) CHARLOTTE, NC28255 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/29/2009 A 18,433 ( 1 ) A $ 8.68 68,066.71 D Common Stock 5,724 I As Co-Trustee for Mary G Barnet Rev Trust Common Stock 488 I Barnet Company Common Stock 52,519 I Barnet Dev Corp Common Stock 4,680 I Barnet Rev Trust Common Stock 565 I By Daughter Mary Common Stock 547 I By Son John Common Stock 600 I By Son William Common Stock 122 I Spouse Valerie

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Director Stock Unit Plan $ 0 03/27/2009 A V 95.54 ( 2 ) ( 2 ) ( 2 ) Common Stock 95.54 $ 0 70,223.73 D Phantom Stock $ 0 03/27/2009 A V 16.52 ( 3 ) ( 4 ) ( 4 ) Common Stock 16.52 $ 0 12,141.45 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARNET WILLIAM III 100 NORTH TRYON STREET CHARLOTTE, NC28255 X Signatures William Barnet, III/Roger C. McClary POA 04/30/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares represent payment of a portion of the annual retainer as restricted shares under the Bank of America Corporation Directors' Stock Plan in transactions exempt under Rule 16b-3. ( 2 )Reinvested Phantom Stock dividends which are exempt under Rule 16b-3. Phantom Stock units may be settled in stock on death or termination of service as a director. ( 3 )Reinvested Phantom Stock dividends which are exempt under Rule 16b-3. Phantom Stock units may be settled in cash on death or termination of service as a director. ( 4 )Phantom stock units may be settled in cash upon death or termination of service as a director.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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