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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 1/30/04  Bank of America Corp/DE           S-4/A                 12:304                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment #2 to Form S-4                            HTML  2,010K 
 2: EX-4.(A)    Certifcate of Designation of 6.75% Perpetual        HTML     47K 
                          Preferred Stock of Bank of America                     
 3: EX-4.(B)    Certification of Designation of Fixed/Adjustable    HTML     64K 
                          Rate Cumlative Perferred Stock                         
 4: EX-5.(A)    Form of Opinion of Paul J. Polking                  HTML     11K 
 5: EX-8.(A)    Form of Opinion of Cleary, Gottlieb, Steen &        HTML     19K 
                          Hamilton, Counsel of Bank of Americ                    
 6: EX-8.(B)    Form of Opinion of Wachtell, Lipton, Rosen & Katz   HTML     17K 
 7: EX-23.(B)   Consent of Pricewaterhousecoopers Llp As to Bank    HTML      8K 
                          of America                                             
 8: EX-23.(C)   Consent of Pricewaterhousecoopers Llp As to         HTML      8K 
                          Fleetboston                                            
 9: EX-99.(A)   Consent of Goldman, Sachs & Co.                     HTML     14K 
10: EX-99.(B)   Consent of Morgan Stanley & Co. Incorporated        HTML     10K 
11: EX-99.(G)   Form of Proxy for Special Meeting of Stockholders   HTML     35K 
                          of Bank of America                                     
12: EX-99.(H)   Form of Proxy for Special Meeting of Stockholders   HTML     26K 
                          of Fleetboston                                         

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As filed with the Securities and Exchange Commission on January 30, 2004

Registration No. 333-110924

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

BANK OF AMERICA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Bank of America Corporate Center

100 N. Tryon Street

Charlotte, North Carolina 28255

(704) 386-8486

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Paul J. Polking, Esq.

Executive Vice President and General Counsel

Bank of America Corporation

Bank of America Corporate Center

Charlotte, North Carolina 28255

(704) 386-5724

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With copies to:

Approximate date of commencement of the proposed sale of the securities to the public:    As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The boards of directors of Bank of America Corporation and FleetBoston Financial Corporation each have unanimously approved a strategic merger that will combine our two franchises to create the first banking institution with a truly national scope, with an unrivaled presence in America’s growth and wealth markets. After completion of the merger, we expect that current Bank of America stockholders will, as a group, own approximately 72% of the combined company and FleetBoston stockholders will, as a group, own approximately 28% of the combined company.

If the merger is completed, FleetBoston stockholders will have the right to receive 0.5553 of a share of Bank of America common stock for each share of FleetBoston common stock held immediately prior to the merger. Bank of America stockholders will continue to own their existing Bank of America common stock. Each share of each series of FleetBoston preferred stock issued and outstanding immediately prior to the completion of the merger will be converted into a share of a series of Bank of America preferred stock with the same terms (to the fullest extent possible) as the corresponding FleetBoston preferred stock. The following table shows the closing sale prices of Bank of America common stock and FleetBoston common stock as reported on the New York Stock Exchange on October 24, 2003, the last trading day before we announced the merger, and on [            ], 2004, the last practicable trading day before the distribution of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration proposed for each share of FleetBoston common stock, which we calculated by multiplying the closing price of Bank of America common stock on those dates by 0.5553, the exchange ratio.

Since announcement of the merger, Bank of America common stock has generally traded below the closing price on the trading day preceding the announcement of the merger, and the market price of Bank of America common stock may fluctuate up or down prior to the merger, which will result in corresponding fluctuations in the implied value per share of FleetBoston common stock. The merger agreement does not include a price-based termination right or provisions that would limit the impact of increases or decreases in the market price of Bank of America common stock. You should obtain current market quotations for the shares of both companies.

We expect that the merger will generally be tax free to FleetBoston stockholders, except for taxes on cash received by FleetBoston stockholders instead of receiving fractions of shares of Bank of America common stock.

We cannot complete the merger unless the stockholders of both of our companies approve it. Each of us will hold a special meeting of our stockholders to vote on this merger proposal. Your vote is important. Whether or not you plan to attend your special stockholders’ meeting, please take the time to vote your shares in accordance with the instructions contained in this document. Your failure to vote will have the same effect as voting against the merger. The places, dates and times of the special meetings are as follows:

This document describes the special meetings, the merger, the documents related to the merger and certain other matters. Please carefully read this entire document, including “Risk Factors Relating to the Merger” beginning on page 19 for a discussion of the risks relating to the merger. You also can obtain information about our companies from documents that we have filed with the Securities and Exchange Commission.

Bank of America common stock is quoted on the NYSE under the symbol “BAC.” FleetBoston common stock is quoted on the NYSE under the symbol “FBF.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Bank of America common stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate.

Any representation to the contrary is a criminal offense.

The date of this joint proxy statement/prospectus is [            ], 2004, and it is first being mailed or otherwise delivered to Bank of America stockholders and FleetBoston stockholders on or about [            ], 2004.

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BANK OF AMERICA CORPORATION

Bank of America Corporate Center

Charlotte, North Carolina 28255

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Bank of America Corporation will hold a special meeting of stockholders in the Palmetto Ballroom of the International Trade Center, 200 North College Street, Charlotte, North Carolina, at 10:00 a.m., local time, on March 17, 2004 to consider and vote upon the following matters:

The Bank of America board of directors has fixed the close of business on January 26, 2004 as the record date for the Bank of America special meeting. Only Bank of America stockholders of record at that time are entitled to notice of, and to vote at, the Bank of America special meeting, or any adjournment or postponement of the Bank of America special meeting. Holders of the Bank of America common stock, 7% Cumulative Redeemable Preferred Stock, Series B, which we refer to as the Series B Preferred Stock, and ESOP Convertible Preferred Stock, Series C, which we refer to as the ESOP Preferred Stock, vote together without regard to class and will be entitled to vote at the special meeting. A complete list of the Bank of America stockholders entitled to vote at the Bank of America special meeting will be made available for inspection by any Bank of America stockholder for ten days prior to the Bank of America special meeting at the principal executive offices of Bank of America, and at the time and place of the Bank of America special meeting. Each share of Bank of America common stock and Series B Preferred Stock is entitled to one vote, and each share of ESOP Preferred Stock is entitled to two votes. Adoption of the merger agreement and the approval of the proposal to increase the number of authorized shares of Bank of America common stock each requires the affirmative vote of a majority of the votes represented by the outstanding shares of Bank of America common stock, Series B Preferred Stock and ESOP Preferred Stock entitled to vote at the special meeting, voting together without regard to class. Adoption of the Amended Stock Plan requires the affirmative vote of a majority of the votes cast at the special meeting by the holders of the Bank of America common stock, Series B Preferred Stock and ESOP Preferred Stock, voting together without regard to class.

Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the Internet site listed on the Bank of America proxy card, by calling the toll-free number listed on the Bank of America proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of Bank of America common stock, Series B Preferred Stock or ESOP Preferred Stock who is present at the Bank of America special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the Bank of America special meeting in the manner described in the accompanying joint proxy statement/prospectus.

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The Bank of America board of directors approved, by the unanimous vote of the directors present, the merger agreement and unanimously recommends that Bank of America stockholders vote “FOR” adoption of the merger agreement and the other proposals. Each of the proposals is independent, and is not contingent on approval by stockholders, of the other proposals.

[                        ], 2004

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.

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FLEETBOSTON FINANCIAL CORPORATION

100 Federal Street

Boston, Massachusetts 02110

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

FleetBoston Financial Corporation will hold a special meeting of stockholders in the Auditorium on the ground floor of The Federal Reserve Bank of Boston, 600 Atlantic Avenue, Boston, Massachusetts, at 10:00 a.m., local time, on March 17, 2004 to consider and vote upon the following matters:

The FleetBoston board of directors has fixed the close of business on January 26, 2004 as the record date for the FleetBoston special meeting. Only FleetBoston stockholders of record at that time are entitled to notice of, and to vote at, the FleetBoston special meeting, or any adjournment or postponement of the special meeting. A complete list of FleetBoston stockholders entitled to vote at the special meeting will be made available for inspection by any FleetBoston stockholder at the time and place of the FleetBoston special meeting. In order for the merger agreement to be approved, the holders of a majority of the outstanding shares of FleetBoston common stock entitled to vote thereon must vote in favor of approval of the merger agreement.

Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the Internet site listed on the FleetBoston proxy card, by calling the toll-free number listed on the FleetBoston proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of FleetBoston common stock who is present at the FleetBoston special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the FleetBoston special meeting in the manner described in the accompanying joint proxy statement/prospectus.

The FleetBoston board of directors has unanimously approved the merger agreement and unanimously recommends that FleetBoston stockholders vote “FOR” approval of the merger agreement.

Secretary

[                        ], 2004

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.

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REFERENCES TO ADDITIONAL INFORMATION

This document incorporates important business and financial information about Bank of America and FleetBoston from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following addresses:

You will not be charged for any of these documents that you request. Bank of America stockholders and FleetBoston stockholders requesting documents should do so by March 10, 2004 in order to receive them before the special meetings.

See “Where You Can Find More Information” on page 111.

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 TABLE OF CONTENTS

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APPENDICES:

iv

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 QUESTIONS AND ANSWERS ABOUT VOTING PROCEDURES FOR THE SPECIAL MEETINGS

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Any stockholder entitled to vote in person at the appropriate special meeting may vote in person whether or not a proxy has been previously given, but the mere presence (without notifying Ms. Cummings or Mr. Spiess, as the case may be) of a stockholder at the special meeting will not constitute revocation of a previously given proxy.

FleetBoston stockholders should call the FleetBoston Investor Relations Department at (617) 434-7858 with any questions about the merger and related transactions.

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 SUMMARY

This summary highlights selected information from this document. It does not contain all of the information that is important to you. We urge you to carefully read the entire document and the other documents to which we refer in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page 111. Each item in this summary refers to the page of this document on which that subject is discussed in more detail.

In the Merger FleetBoston Common Stockholders Will Have the Right to Receive 0.5553 of a Share of Bank of America Common Stock Per Share of FleetBoston Common Stock (page 29)

We are proposing the merger of FleetBoston with and into Bank of America. If the merger is completed, FleetBoston stockholders other than FleetBoston and Bank of America will have the right to receive 0.5553 of a share of Bank of America common stock for each share of FleetBoston common stock held immediately prior to the merger. We refer to this 0.5553-to-1 ratio as the exchange ratio. Upon completion of the merger, current holders of Bank of America common stock will, as a group, own approximately 72% of the outstanding common stock of the combined company and current holders of FleetBoston common stock will, as a group, own approximately 28% of the outstanding common stock of the combined company. Bank of America will not issue any fractional shares of Bank of America common stock in the merger. FleetBoston stockholders who would otherwise be entitled to a fractional share of Bank of America common stock will instead receive an amount in cash based on the average of the closing sale prices of Bank of America common stock on the five full trading days immediately prior to the date on which the merger is completed.

Example: If you hold 110 shares of FleetBoston common stock, you will receive 61 shares of Bank of America common stock and a cash payment instead of the 0.083 of a share of Bank of America common stock that you otherwise would have received (i.e., 110 shares x 0.5553 = 61.083 shares).

Tax-Free Transaction to FleetBoston Stockholders (page 74)

The merger has been structured to qualify as a reorganization for U.S. federal income tax purposes. Accordingly, holders of FleetBoston stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their FleetBoston stock for Bank of America stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Bank of America common stock, and Bank of America and FleetBoston will not recognize any gain or loss for U.S. federal income tax purpose in the merger. It is a condition to our respective obligations to complete the merger that Bank of America receive the opinion of Cleary, Gottlieb, Steen & Hamilton, and FleetBoston receive the opinion of Wachtell, Lipton, Rosen & Katz, in each case, that the merger qualifies as a reorganization for U.S. federal income tax purposes. In connection with the filing of the registration statement, Cleary, Gottlieb, Steen & Hamilton, counsel to Bank of America, and Wachtell, Lipton, Rosen & Katz, counsel to FleetBoston, have delivered to Bank of America and FleetBoston, respectively, their opinions that the merger will qualify as a “reorganization” for United States federal income tax purposes.

The federal income tax consequences described above may not apply to all holders of FleetBoston stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Comparative Market Prices and Share Information (page 100)

Bank of America common stock is quoted on the NYSE under the symbol “BAC.” FleetBoston common stock is quoted on the NYSE under the symbol “FBF.” The following table shows the closing sale prices of Bank of America common stock and FleetBoston common stock as reported on the NYSE on October 24, 2003, the last trading day before we announced the merger, and on [            ], 2004, the last practicable trading day before the distribution of this document. This table also shows the implied value of the merger consideration proposed

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for each share of FleetBoston common stock, which we calculated by multiplying the closing price of Bank of America common stock on those dates by 0.5553, the exchange ratio.

Because the 0.5553 exchange ratio is fixed and will not be adjusted as a result of changes in the market price of Bank of America common stock, the implied value of the merger consideration will fluctuate with the market price of Bank of America common stock. The merger agreement does not include a price-based termination right or provisions that would limit the impact of increases or decreases in the market price of Bank of America common stock. You should obtain current market quotations for the shares of both companies from a newspaper, the internet or your broker. In addition, set forth below is a table showing the implied value of the merger consideration to FleetBoston stockholders based on a range of hypothetical Bank of America common stock prices. This table is for illustrative purposes only, and the actual prices at which shares of Bank of America common stock may trade between the date hereof and closing and thereafter may be above or below the range set forth below.

Bank of America anticipates that it will repurchase approximately 67 million shares through 2004 and 23 million shares in 2005, net of option exercises. Actual share repurchases may be more or less than anticipated due to various factors including capital requirements, market conditions and legal considerations affecting the amount and timing of repurchase activity.

Goldman Sachs Provided an Opinion to the Bank of America Board of Directors that the Exchange Ratio was Fair from a Financial Point of View to Bank of America (page 38)

In connection with the merger, Bank of America retained Goldman, Sachs & Co., sometimes referred to as Goldman Sachs, and Banc of America Securities, LLC as financial advisors. In deciding to approve the merger, the Bank of America board of directors considered the oral opinion of Goldman Sachs provided to the Bank of America board of directors on October 26, 2003, subsequently confirmed in writing, that, as of the date of the opinion and based upon and subject to the considerations described in its opinion and other matters as Goldman Sachs considered relevant, the exchange ratio was fair to Bank of America from a financial point of view. A copy of the opinion is attached to this document as Appendix D. Bank of America stockholders should read the opinion completely and carefully to understand the assumptions made, matters considered and limitations on the review undertaken by Goldman Sachs in providing the opinion. The opinion of Goldman Sachs will not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the merger. Bank of America does not currently expect that it will request an updated opinion from Goldman Sachs. Bank of America agreed to pay a transaction fee of up to $25 million to Goldman Sachs for its services in

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connection with the merger. The principal portion of this fee is payable upon completion of the merger. The Goldman Sachs opinion is not a recommendation as to how any stockholder of Bank of America should vote with respect to the merger or any other matter. Banc of America Securities did not provide an opinion to the Bank of America board and did not receive fees in connection with the transaction.

Morgan Stanley Provided an Opinion to the FleetBoston Board of Directors that the Exchange Ratio was Fair from a Financial Point of View to Holders of FleetBoston Common Stock (page 47)

In deciding to approve the merger, the FleetBoston board of directors considered the opinion of its financial advisor, Morgan Stanley & Co. Incorporated, sometimes referred to as Morgan Stanley, provided to the FleetBoston board of directors on October 26, 2003, that as of the date of the opinion, and based on and subject to the considerations in its opinion, the exchange ratio in the merger agreement was fair from a financial point of view to holders of FleetBoston common stock. A copy of the opinion is attached to this document as Appendix E. FleetBoston stockholders should read the opinion completely and carefully to understand the assumptions made, matters considered and limitations of the review undertaken by Morgan Stanley in providing its opinion. The opinion of Morgan Stanley will not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the merger. FleetBoston does not currently expect that it will request an updated opinion from Morgan Stanley. FleetBoston agreed to pay Morgan Stanley a transaction fee of up to $25 million in connection with the merger. The principal portion of such fee is payable upon completion of the merger. The Morgan Stanley opinion is not a recommendation as to how any stockholder of FleetBoston should vote with respect to the merger or any other matter.

Bank of America Currently Expects to Continue to Pay a Quarterly Cash Dividend of at Least $0.80 per Share (page 53)

During 2002, Bank of America paid cash dividends on its common stock totaling $2.44 per share. Bank of America currently expects to continue to pay a quarterly dividend of at least $0.80 per share of common stock. Based on the 0.5553 exchange ratio and this annual dividend rate, holders of FleetBoston common stock would experience an anticipated annual dividend rate increase of approximately 27% (from $1.40 to $1.78 per share of FleetBoston common stock equivalent). Although there is no present plan or intention to decrease this dividend, the Bank of America board of directors may, subject to applicable law, change this dividend amount at any time, and Bank of America’s ability to pay dividends on its common stock is subject to various legal and regulatory limitations.

Our Reasons for the Merger (pages 33 and 35)

Our companies are proposing to merge because, among other things, we believe that both sets of stockholders will benefit from the facts that:

The Bank of America Board of Directors Recommends that Bank of America Stockholders Vote “FOR” Adoption of the Merger Agreement, the Increase in the Number of Authorized Shares and the Amended Stock Plan (page 23)

The Bank of America board of directors believes that the merger is in the best interests of Bank of America and its stockholders and has unanimously approved the merger agreement. The Bank of America board of

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directors unanimously recommends that Bank of America stockholders vote “FOR” adoption of the merger agreement. The Bank of America board of directors has also unanimously approved the proposals to increase the number of authorized shares of Bank of America common stock and to adopt the Amended Stock Plan. The Bank of America board of directors unanimously recommends that Bank of America stockholders vote “FOR” the proposals to increase the number of authorized shares of Bank of America common stock and to adopt the Amended Stock Plan.

The FleetBoston Board of Directors Recommends that FleetBoston Stockholders Vote “FOR” Approval of the Merger Agreement (page 27)

The FleetBoston board of directors believes that the merger is in the best interests of FleetBoston and its stockholders and has unanimously approved the merger agreement. The FleetBoston board of directors unanimously recommends that FleetBoston stockholders vote “FOR” approval of the merger agreement.

FleetBoston’s Directors and Officers Have Financial Interests in the Merger That Differ From Your Interests (page 59)

FleetBoston’s executive officers and directors have economic interests in the merger that are different from, or in addition to, their interests as FleetBoston stockholders. The FleetBoston board of directors considered these interests in its decision to approve the merger agreement. Several executive officers of FleetBoston have existing agreements that provide severance benefits in the case of qualifying terminations of employment following a change in control of FleetBoston. As further described on page 59, in the event that a qualifying termination of employment were to occur immediately following the completion of the merger, the amount of the cash severance payable under the existing FleetBoston agreements is currently estimated to be $0 for Mr. Gifford (due to the reduction described on page 59), $7,850,000 for Mr. McQuade, $7,400,000 for Mr. Sarles, $0 for Mr. Warner (due to the reduction described on page 59) and $5,025,000 for Mr. Moynihan, although at completion of the merger the right of each of Messrs. McQuade, Sarles and Moynihan to this cash severance will be replaced by the right to receive a deferred amount under his new employment agreement with Bank of America. As further described on page 59, in the event that qualifying terminations of employment were to occur immediately following the completion of the merger, the aggregate amount of the cash severance payable under the existing FleetBoston agreements with the ten other FleetBoston executive officers is currently estimated to be approximately $30.2 million.

Four of FleetBoston’s executive officers — Eugene McQuade, Brian Moynihan, Jay Sarles and Bradford Warner — have entered into employment agreements with Bank of America that provide for their employment after completion of the merger. Under the new employment agreements with Bank of America, the annual base salary payable to each of Messrs. McQuade, Sarles, Warner and Moynihan will be $1,250,000, $850,000, $700,000 and $600,000, respectively. Some of FleetBoston’s compensation and benefits plans, including its equity award plans, provide for the payment or accelerated vesting of rights or benefits upon a transaction such as the merger. Also, Messrs. Gifford and McQuade will join the board of directors of the combined company, with Mr. Gifford serving as its Chairman.

FleetBoston officers and directors who serve on the combined company’s board of directors are expected to be compensated for their services in that capacity in accordance with Bank of America’s standard director compensation policy. While subject to modification by the board of directors, currently this policy provides for an annual retainer of $100,000, payable in cash and restricted stock, and an attendance fee of $1,500 for each meeting of the board or committee of the board, in each case for non-employee directors. In addition, non-employee directors will be eligible to receive restricted stock under Bank of America’s Directors’ Stock Plan based on a total award value determined from time to time by the Bank of America board of directors. Non-employee directors who chair certain committees also receive a committee chairperson annual retainer

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(currently $20,000 for the chairpersons of the asset quality review committee, audit committee, compensation committee and executive committee, and $10,000 for the chairperson of the corporate governance committee). Consistent with Bank of America’s standard director compensation policy, it is anticipated that non-employee directors of FleetBoston who become directors of the combined company will receive remuneration for the period served as directors between the merger date and the next annual meeting of stockholders, and employee directors will receive no additional compensation for their service as directors.

Holders of Bank of America Preferred Stock Have Appraisal Rights (page 53)

Bank of America is incorporated in Delaware. Under Delaware law, holders of Bank of America common stock do not have any right to dissent from the merger or to a related court determination, in a proceeding known as an appraisal, of the fair value of their shares in connection with the merger. However, holders of Bank of America Series B Preferred Stock and ESOP Preferred Stock are entitled to appraisal rights in connection with the merger.

Holders of FleetBoston Series VII Preferred Stock Have Appraisal Rights (page 53)

FleetBoston is incorporated in Rhode Island. Under Rhode Island law, holders of FleetBoston common stock do not have any right to dissent from the merger or to a related court determination, in a proceeding known as an appraisal, of the fair value of their shares in connection with the merger. However, holders of FleetBoston Series VII Fixed/Adjustable Rate Cumulative Preferred Stock are entitled to appraisal rights in connection with the merger.

Information about the Companies (page 28)

Bank of America Corporation

Bank of America Corporation is a Delaware corporation, a bank holding company and a financial holding company under U.S. federal law. Through its banking and various nonbanking subsidiaries, Bank of America provides a diversified range of banking and nonbanking financial services and products, primarily throughout the Mid-Atlantic (Maryland, Virginia and the District of Columbia), the Midwest (Illinois, Iowa, Kansas and Missouri), the Southeast (Florida, Georgia, North Carolina, South Carolina and Tennessee), the Southwest (Arizona, Arkansas, New Mexico, Oklahoma and Texas), the Northwest (Oregon, Idaho and Washington) and the West (California and Nevada) regions of the United States and in selected international markets. As of September 30, 2003, Bank of America had total consolidated assets of approximately $737.1 billion, total consolidated deposits of approximately $408.5 billion and total consolidated stockholders’ equity of approximately $50.4 billion. The principal executive offices of Bank of America are located in the Bank of America Corporate Center, 100 N. Tryon Street, Charlotte, North Carolina 28255, and our telephone number is (704) 386-8486.

FleetBoston Financial Corporation

FleetBoston Financial Corporation is a Rhode Island corporation and a diversified financial services company offering a comprehensive array of financial solutions to its customers. FleetBoston’s three major domestic business lines are Personal Financial Services, Regional Commercial Financial Services and Investment Management, and National Commercial Financial Services. FleetBoston’s other lines of business are International Banking and Capital Markets. As of September 30, 2003, FleetBoston had total consolidated assets of approximately $196.4 billion, total consolidated deposits of approximately $132.5 billion and total consolidated stockholders’ equity of approximately $17.6 billion. The principal executive offices of FleetBoston are located at 100 Federal Street, Boston, Massachusetts 02110, and our telephone number is (617) 434-2200.

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Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 68)

Currently, we expect to complete the merger in the first half of 2004. However, as more fully described in this document and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others, approval by the stockholders of each company, the receipt of all required regulatory approvals, such as approval by the Board of Governors of the Federal Reserve System, and the receipt of legal opinions by each company regarding the tax treatment of the merger.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (page 68)

We may agree to terminate the merger agreement before completing the merger, even after stockholder approval, as long as the termination is approved by each of our boards of directors.

In addition, either of us may decide to terminate the merger agreement, even after stockholder approval, if certain conditions have not been met, such as obtaining the necessary regulatory approvals or the other company’s material breach of a representation, warranty or covenant. Either of us may terminate the merger agreement if the merger has not been completed by October 27, 2004, unless the reason the merger has not been completed by that date is a breach of the merger agreement by the company seeking to terminate the merger agreement. If either of us fails to obtain stockholder approval of the merger, we may not terminate the merger agreement before October 27, 2004 as long as both of us continue to make specified efforts to restructure the transaction for the purpose of presenting it to the stockholders again for approval.

Board of Directors and Management of Bank of America following Completion of the Merger (page 50)

After the merger, the board of directors of the combined company will have a total of nineteen members, twelve of whom will be individuals who are currently Bank of America directors and seven of whom will be individuals who are currently FleetBoston directors or officers. Charles K. Gifford will be the Chairman of the Board of the combined company. Kenneth D. Lewis will be the Chief Executive Officer, Eugene M. McQuade will be the President and James H. Hance, Jr. will be the Vice Chairman and Chief Financial Officer.

Following completion of the merger, executive officers of the combined company will comprise an eleven-member Risk and Capital Committee, chaired by the Chief Executive Officer, which will be composed of seven current Bank of America executives and four current FleetBoston executives.

The Rights of FleetBoston Stockholders will be Governed by Delaware Law and by New Governing Documents after the Merger (page 82)

The rights of FleetBoston stockholders will change as a result of the merger due to differences in Bank of America’s and FleetBoston’s governing documents and due to the fact that the companies are incorporated in different states (FleetBoston in Rhode Island and Bank of America in Delaware). Bank of America’s stockholders’ rights will not change as a result of the merger. This document contains descriptions of stockholder rights under each of the Bank of America and FleetBoston governing documents and applicable state law, and describes the material differences between them, including the following:

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FleetBoston Granted a Stock Option to Bank of America (page 70)

To induce Bank of America to enter into the merger agreement, FleetBoston granted Bank of America an option to purchase up to 209,496,275 shares of FleetBoston common stock at a price per share of $31.80; however, in no case may Bank of America acquire more than 19.9% of the outstanding shares of FleetBoston common stock under this stock option agreement. Bank of America cannot exercise the option unless the merger is not completed and specified triggering events occur. These events generally relate to business combinations or acquisition transactions involving FleetBoston and a third party. We do not know of any event that has occurred as of the date of this document that would allow Bank of America to exercise the option.

The option could have the effect of discouraging a company from trying to acquire FleetBoston prior to completion of the merger or termination of the merger agreement. Upon the occurrence of certain triggering events, FleetBoston may be required to repurchase the option and any shares of FleetBoston common stock purchased under the option at a predetermined price, or Bank of America may choose to surrender the option to FleetBoston for a cash payment of $1.8948 billion. In no event will the total profit received by Bank of America with respect to this option exceed $2.3685 billion.

The FleetBoston stock option agreement is attached to this document as Appendix B.

Bank of America Granted a Stock Option to FleetBoston (page 70)

To induce FleetBoston to enter into the merger agreement, Bank of America granted FleetBoston an option to purchase up to 297,374,945 shares of Bank of America common stock at a price per share of $81.86; however, in no case may FleetBoston acquire more than 19.9% of the outstanding shares of Bank of America common stock under this stock option agreement. FleetBoston cannot exercise the option unless the merger is not completed and specified triggering events occur. These events generally relate to business combinations or

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acquisition transactions involving Bank of America and a third party. We do not know of any event that has occurred as of the date of this document that would allow FleetBoston to exercise the option.

The option could have the effect of discouraging a company from trying to acquire Bank of America prior to completion of the merger or termination of the merger agreement. Upon the occurrence of certain triggering events, Bank of America may be required to repurchase the option and any shares of Bank of America common stock purchased under the option at a predetermined price, or FleetBoston may choose to surrender the option to Bank of America for a cash payment of $1.8948 billion. In no event will the total profit received by FleetBoston with respect to the option exceed $2.3685 billion.

The Bank of America stock option agreement is attached to this document as Appendix C.

Regulatory Approvals Required for the Merger (page 56)

We have agreed to use our reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include approval from the Federal Reserve Board and various federal, state and foreign regulatory authorities. Bank of America and FleetBoston have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals.

Although we do not know of any reason why we cannot obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.

Bank of America will Hold its Special Meeting on March 17, 2004 (page 21)

The Bank of America special meeting will be held on March 17, 2004, at 10:00 a.m., local time, in the Palmetto Ballroom of the International Trade Center, 200 North College Street, Charlotte, North Carolina. At the Bank of America special meeting, Bank of America stockholders will be asked to:

Record Date. Only holders of record at the close of business on January 26, 2004 will be entitled to vote at the Bank of America special meeting. Holders of Bank of America common stock, Series B Preferred Stock and ESOP Preferred Stock vote together without regard to class. Each share of Bank of America common stock and Series B Preferred Stock is entitled to one vote, and each share of ESOP Preferred Stock is entitled to two votes. As of the record date of January 26, 2004, there were 1,448,613,889 shares of Bank of America common stock, 7,776 shares of Series B Preferred Stock, and 1,261,824 shares of ESOP Preferred Stock entitled to vote at the Bank of America special meeting.

Required Vote. Adoption of the merger agreement and approval of the proposal to increase the number of authorized shares of Bank of America common stock each requires the affirmative vote of a majority of the votes represented by the outstanding shares of Bank of America common stock, Series B Preferred Stock and ESOP Preferred Stock entitled to vote, voting together without regard to class. Because the required vote is based on the affirmative vote of a majority of votes outstanding, your failure to vote, including a broker non-vote or an

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abstention, will have the same effect as a vote against the merger and the proposal to increase the number of authorized shares of Bank of America common stock. Each of the proposals is independent, and is not contingent on approval by stockholders, of the other proposals.

Adoption of Bank of America’s Amended Stock Plan requires the affirmative vote of a majority of the votes cast at the special meeting by the holders of Bank of America common stock, Series B Preferred Stock and ESOP Preferred Stock, voting together without regard to class. Because the required vote is based on the affirmative vote of the majority of votes cast, your failure to vote, including a broker non-vote or an abstention, will not be treated as a vote cast and, therefore, will have no effect on the proposal to approve Bank of America’s Amended Stock Plan.

If you abstain from voting or fail to instruct your broker to vote your shares and the broker submits an unvoted proxy, the resulting abstention or “broker non-vote” will be counted toward a quorum at the special meeting.

As of the Bank of America record date, directors and executive officers of Bank of America and their affiliates had the right to vote [            ] shares of Bank of America common stock, or [            ]% of the outstanding Bank of America common stock entitled to be voted at the Bank of America special meeting; [            ] shares of Series B Preferred Stock, or [            ]% of the outstanding Series B Preferred Stock; and [            ] shares of ESOP Preferred Stock, or [            ]% of the outstanding shares of ESOP Preferred Stock. At that date, directors and executive officers of FleetBoston and their affiliates, including FleetBoston, had the right to vote [            ] shares of Bank of America common stock entitled to be voted at the Bank of America special meeting, or [            ]% of the outstanding Bank of America common stock; [            ] shares of Series B Preferred Stock, or [            ]% of the outstanding Series B Preferred Stock; and [            ] shares of ESOP Preferred Stock, or [            ]% of the outstanding shares of ESOP Preferred Stock. While it is currently expected that Bank of America’s directors and executive officers will vote their shares of Bank of America common stock in favor of the merger, Bank of America’s directors and executive officers have not entered into any agreements with respect to the voting of their shares.

FleetBoston will Hold its Special Meeting on March 17, 2004 (page 25)

The FleetBoston special meeting will be held on March 17, 2004, at 10:00 a.m., local time, in the Auditorium on the ground floor of The Federal Reserve Bank of Boston, 600 Atlantic Avenue, Boston, Massachusetts. At the FleetBoston special meeting, FleetBoston stockholders will be asked to:

Record Date. Only common stockholders of record at the close of business on January 26, 2004 will be entitled to vote at the FleetBoston special meeting. Each share of FleetBoston common stock is entitled to one vote. As of the record date of January 26, 2004, there were [            ] shares of FleetBoston common stock entitled to vote at the FleetBoston special meeting.

Required Vote. To approve the merger agreement, the holders of a majority of the outstanding shares of FleetBoston common stock entitled to vote must vote in favor of approving the merger agreement. Because approval is based on the affirmative vote of a majority of shares outstanding, a FleetBoston stockholder’s failure to vote, a broker non-vote or an abstention will have the same effect as a vote against the merger.

As of the FleetBoston record date, directors and executive officers of FleetBoston and their affiliates had the right to vote [            ] shares of FleetBoston common stock, or [    ]% of the outstanding FleetBoston common

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stock entitled to be voted at the FleetBoston special meeting. At that date, directors and executive officers of Bank of America and their affiliates, including Bank of America, had the right to vote [            ] shares of FleetBoston common stock entitled to be voted at the FleetBoston special meeting, or [    ]% of the outstanding FleetBoston common stock. While it is currently expected that FleetBoston’s directors and executive officers will vote their shares of FleetBoston common stock in favor of the merger, FleetBoston’s directors and executive officers have not entered into any agreements with respect to the voting of their shares.

Comparative Market Prices and Dividends

Bank of America common stock and FleetBoston common stock are listed on the NYSE, among other stock exchanges. The following table sets forth the high and low closing prices of shares of Bank of America common stock and FleetBoston common stock as reported on the NYSE, and the quarterly cash dividends paid per share in the periods indicated.

Bank of America stockholders and FleetBoston stockholders are advised to obtain current market quotations for Bank of America common stock and FleetBoston common stock. The market price of Bank of America common stock and FleetBoston common stock will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger. No assurance can be given concerning the market price of Bank of America common stock or FleetBoston common stock before or after completion of the merger.

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 SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANK OF AMERICA

Set forth below are highlights from Bank of America’s consolidated financial data as of and for the years ended December 31, 2002 through 1998 and Bank of America’s unaudited consolidated financial data as of and for the nine months ended September 30, 2003 and 2002. The results of operations for the nine months ended September 30, 2003 are not necessarily indicative of the results of operations for the full year or any other interim period. Bank of America management prepared the unaudited information on the same basis as it prepared Bank of America’s audited consolidated financial statements. In the opinion of Bank of America management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for those dates. You should read this information in conjunction with Bank of America’s consolidated financial statements and related notes included in Bank of America’s Annual Report on Form 10-K for the year ended December 31, 2002, and Bank of America’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, which are incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information” on page 111.

Bank of America — Summary of Selected Financial Data⁽¹⁾