<PAGE>

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                           Bank of America Corporation
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                        56-0906609
    (State or Other Jurisdiction                          (I.R.S. Employer
  of Incorporation or Organization)                      Identification No.)

    Bank of America Corporate Center                           28255
        100 North Tryon Street                               (Zip Code)
     Charlotte, North Carolina
(Address of Principal Executive Offices)

                          -----------------------------

          Bank of America Corporation 2002 Associates Stock Option Plan
                            (Full Title of the Plan)

                         ------------------------------

                              PAUL J. POLKING, ESQ.
                                 General Counsel
                           Bank of America Corporation
                        Bank of America Corporate Center
                             100 North Tryon Street
                         Charlotte, North Carolina 28255
                     (Name and Address of Agent for Service)

                                 (800) 299-2265
          (Telephone Number, Including Area Code, of Agent for Service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                       Proposed                Proposed
                                                        Maximum                 Maximum
                                 Amount                 Offering               Aggregate              Amount of
  Title of Securities             to be                  Price                 Offering             Registration
    to be Registered           Registered             Per Unit (1)             Price(1)                  Fee
------------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                     <C>                   <C>
Common Stock                40,000,000 shares           $60.93                $2,437,200              $224,223
==================================================================================================================
</TABLE>

(1)  Determined on the basis of the average of the high and low prices of the
     Common Stock reported on the New York Stock Exchange on January 30, 2002
     in accordance with Rule 457(c) under the Securities Act of 1933, as amended
     (the "Securities Act"), solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h) under the Securities Act.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been heretofore filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001, and Current Reports
on Form 8-K filed since January 1, 2001; and

          (c) The description of the Registrant's Common Stock contained in its
registration statement filed pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed September 28, 1998.

     All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     The Registrant will provide without charge to each participant in the Bank
of America Corporation 2002 Associates Stock Option Plan, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). Written requests for
such copies should be directed to Bank of America Associate Stock Plans,
NY1-601-01-01, 388 Greenwich Street, 18th Floor, New York, NY 10013. Telephone
requests may be directed to 1-800-556-6044.

                                      II-1

<PAGE>

Item 6.  Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful.

     Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if such person
acted in accordance with the above standards, except that no indemnification may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; and that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled. Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liabilities under Section 145 of the DGCL.

     Section 102(b)(7) of the DGCL permits a corporation's certificate of
incorporation to contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that such provision
shall not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) acts
or omissions not in good faith or which involved intentional misconduct or a
knowing violation of the law; (iii) willful or negligent unlawful payment of a
dividend or stock purchase or redemption; or (iv) any transaction from which the
director derived an improper personal benefit. The Restated Certificate of
Incorporation of the Registrant eliminates the ability to recover monetary
damages against directors of the Registrant for breach of fiduciary duty to the
fullest extent permitted by the DGCL. In accordance with the provisions of the
DGCL, the Bylaws of the Registrant provide that, in addition to the
indemnification of directors and officers otherwise provided by the DGCL, the
Registrant shall, under certain circumstances, indemnify its directors,
executive officers and certain other designated officers against any and all
liability and litigation expense, including reasonable attorneys' fees, arising
out of their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities that were at
the time known or believed by such director or officer to be in conflict with
the best interests of the Registrant. Pursuant to such Bylaws and as authorized
by statute, the Registrant may also maintain, and does maintain, insurance on
behalf of its directors and officers against liability asserted against such
persons in such capacity whether or not such directors or officers have the
right to indemnification pursuant to the Bylaws or otherwise.

     In addition, pursuant to the Agreement and Plan of Reorganization dated as
of April 10, 1998 (the "Merger Agreement") between the Registrant, formerly
NationsBank Corporation ("NationsBank"), and the former BankAmerica Corporation
("old BankAmerica"), for six years after September 30, 1998 (the date of the
consummation of the merger of old BankAmerica with and into the Registrant (the
"Merger")), the Registrant will indemnify directors, officers and employees of
old BankAmerica, NationsBank, or any of their respective subsidiaries against
certain liabilities in connection with such persons' status as such or in
connection with the Merger Agreement or any of the transactions contemplated
thereby. Pursuant to the Merger Agreement, the Registrant will also, for six
years after September 30, 1998 and with respect to events occurring prior to the
consummation of the Merger, honor all rights to indemnification and limitations
of liability existing in favor of the foregoing persons as provided in the
governing documents of NationsBank, old BankAmerica or their respective
subsidiaries. Pursuant to the Merger Agreement, for six years after September
30, 1998, the Registrant will also use its best efforts to cause the directors
and officers of old BankAmerica and NationsBank to be covered by a directors'
and officers' liability insurance policy with respect to acts or omissions
occurring prior to the consummation of the Merger.

     The foregoing is only a general summary of certain aspects of Delaware law
dealing with indemnification of directors and officers and does not purport to
be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the persons for whose benefit indemnification shall or may be
made. In addition, from time to time provisions providing for indemnification of
the Registrant and its directors and officers by underwriters or agents against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act") have been contained in agreements
relating to other securities of the Registrant.

Item 8. Exhibits.

     The following exhibits are filed with or incorporated by reference in this
Registration Statement.

<TABLE>
<CAPTION>
Exhibit No.                Description of Exhibit
-----------                ----------------------
<S>                        <C>
   5.1                     Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as to
                           the legality of the securities being registered.

  23.1                     Consent of PricewaterhouseCoopers LLP.

  23.2                     Consent of Paul J. Polking, Esq., General Counsel of the Registrant
                           (included in Exhibit 5.1).

  24.1                     Power of Attorney and Certified Resolution.

  99.1                     Bank of America Corporation 2002 Associates Stock Option Plan.
</TABLE>

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement.
     Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-2

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on January 30,
2002.

                                       BANK OF AMERICA CORPORATION

                                       By: * /s/ Kenneth D. Lewis
                                         ---------------------------------------
                                           Kenneth D. Lewis
                                           Chairman and
                                           Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                             Title                            Date
         ---------                             -----                            ----
<S>                                 <C>                                         <C>
* /s/ Kenneth D. Lewis              Chairman, Chief Executive                   January 30, 2002
---------------------------         Officer and Director
Kenneth D. Lewis                    (Principal Executive Officer)

* /s/ James H. Hance, Jr.           Vice Chairman, Chief                        January 30, 2002
---------------------------         Financial Officer and Director
James H. Hance, Jr.                 (Principal Financial Officer)

* /s/ Marc D. Oken                  Executive Vice President and                January 30, 2002
---------------------------         Principal Financial Executive
Marc D. Oken                        (Principal Accounting Officer)


* /s/ John R. Belk                  Director                                    January 30, 2002
---------------------------
John R. Belk

* /s/ Charles W. Coker              Director                                    January 30, 2002
---------------------------
Charles W. Coker
</TABLE>

                                      II-3

<PAGE>

<TABLE>

<S>                                 <C>                                         <C>
* /s/ Frank Dowd, IV                Director                                    January 30, 2002
---------------------------
Frank Dowd, IV

* /s/ Kathleen F. Feldstein         Director                                    January 30, 2002
---------------------------
Kathleen F. Feldstein

* /s/ Paul Fulton                   Director                                    January 30, 2002
---------------------------
Paul Fulton

* /s/ Donald E. Guinn               Director                                    January 30, 2002
---------------------------
Donald E. Guinn

* /s/ C. Ray Holman                 Director                                    January 30, 2002
---------------------------
C. Ray Holman

* /s/ Walter E. Massey              Director                                    January 30, 2002
---------------------------
Walter E. Massey

* /s/ C. Steven McMillan            Director                                    January 30, 2002
---------------------------
C. Steven McMillan

* /s/ Patricia E. Mitchell          Director                                    January 30, 2002
---------------------------
Patricia E. Mitchell

* /s/ O. Temple Sloan, Jr.          Director                                    January 30, 2002
---------------------------
O. Temple Sloan, Jr.

* /s/ Meredith R. Spangler          Director                                    January 30, 2002
--------------------------
Meredith R. Spangler

                                    Director                                    January ___, 2002
---------------------------
Ronald Townsend
</TABLE>

                                      II-4

<PAGE>

<TABLE>

<S>                                 <C>                                         <C>
* /s/ Peter V. Ueberroth            Director                                    January 30, 2002
---------------------------
Peter V. Ueberroth

* /s/ Jackie M. Ward                Director                                    January 30, 2002
---------------------------
Jackie M. Ward

* /s/ Virgil R. Williams            Director                                    January 30, 2002
---------------------------
Virgil R. Williams

*By: /s/ Rachel R. Cummings
     -----------------------
         Rachel R. Cummings
         Attorney-in-Fact
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "BANK OF AMERICA", "secsgml_size_bytes": 23775}]
{"company-data": {"conformed-name": "BANK OF AMERICA CORP /DE/", "cik": "0000070858", "assigned-sic": "6021", "irs-number": "560906609", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81810", "film-number": "02523683"}, "business-address": {"street1": "NATIONSBANK CORPORATE CENTER", "street2": "100 N TRYON ST", "city": "CHARLOTTE", "state": "NC", "zip": "28255", "phone": "8882793457"}, "mail-address": {"street1": "NATIONALSBANK CORPORATE CENTER", "street2": "NC1007 19 04", "city": "CHARLOTTE", "state": "NC", "zip": "28255"}, "former-company": [{"former-conformed-name": "BANKAMERICA CORP/DE/", "date-changed": "19981022"}, {"former-conformed-name": "NATIONSBANK CORP", "date-changed": "19920703"}, {"former-conformed-name": "NCNB CORP", "date-changed": "19920107"}]}
Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                           Bank of America Corporation
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                        56-0906609
    (State or Other Jurisdiction                          (I.R.S. Employer
  of Incorporation or Organization)                      Identification No.)

    Bank of America Corporate Center                           28255
        100 North Tryon Street                               (Zip Code)
     Charlotte, North Carolina
(Address of Principal Executive Offices)

                          -----------------------------

          Bank of America Corporation 2002 Associates Stock Option Plan
                            (Full Title of the Plan)

                         ------------------------------

                              PAUL J. POLKING, ESQ.
                                 General Counsel
                           Bank of America Corporation
                        Bank of America Corporate Center
                             100 North Tryon Street
                         Charlotte, North Carolina 28255
                     (Name and Address of Agent for Service)

                                 (800) 299-2265
          (Telephone Number, Including Area Code, of Agent for Service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                       Proposed                Proposed
                                                        Maximum                 Maximum
                                 Amount                 Offering               Aggregate              Amount of
  Title of Securities             to be                  Price                 Offering             Registration
    to be Registered           Registered             Per Unit (1)             Price(1)                  Fee
------------------------------------------------------------------------------------------------------------------
Common Stock                40,000,000 shares           $60.93                $2,437,200              $224,223
==================================================================================================================
(1)  Determined on the basis of the average of the high and low prices of the
     Common Stock reported on the New York Stock Exchange on January 30, 2002
     in accordance with Rule 457(c) under the Securities Act of 1933, as amended
     (the "Securities Act"), solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h) under the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been heretofore filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001, and Current Reports
on Form 8-K filed since January 1, 2001; and

          (c) The description of the Registrant's Common Stock contained in its
registration statement filed pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed September 28, 1998.

     All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     The Registrant will provide without charge to each participant in the Bank
of America Corporation 2002 Associates Stock Option Plan, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). Written requests for
such copies should be directed to Bank of America Associate Stock Plans,
NY1-601-01-01, 388 Greenwich Street, 18th Floor, New York, NY 10013. Telephone
requests may be directed to 1-800-556-6044.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful.

     Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if such person
acted in accordance with the above standards, except that no indemnification may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; and that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled. Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liabilities under Section 145 of the DGCL.

     Section 102(b)(7) of the DGCL permits a corporation's certificate of
incorporation to contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that such provision
shall not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) acts
or omissions not in good faith or which involved intentional misconduct or a
knowing violation of the law; (iii) willful or negligent unlawful payment of a
dividend or stock purchase or redemption; or (iv) any transaction from which the
director derived an improper personal benefit. The Restated Certificate of
Incorporation of the Registrant eliminates the ability to recover monetary
damages against directors of the Registrant for breach of fiduciary duty to the
fullest extent permitted by the DGCL. In accordance with the provisions of the
DGCL, the Bylaws of the Registrant provide that, in addition to the
indemnification of directors and officers otherwise provided by the DGCL, the
Registrant shall, under certain circumstances, indemnify its directors,
executive officers and certain other designated officers against any and all
liability and litigation expense, including reasonable attorneys' fees, arising
out of their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities that were at
the time known or believed by such director or officer to be in conflict with
the best interests of the Registrant. Pursuant to such Bylaws and as authorized
by statute, the Registrant may also maintain, and does maintain, insurance on
behalf of its directors and officers against liability asserted against such
persons in such capacity whether or not such directors or officers have the
right to indemnification pursuant to the Bylaws or otherwise.

     In addition, pursuant to the Agreement and Plan of Reorganization dated as
of April 10, 1998 (the "Merger Agreement") between the Registrant, formerly
NationsBank Corporation ("NationsBank"), and the former BankAmerica Corporation
("old BankAmerica"), for six years after September 30, 1998 (the date of the
consummation of the merger of old BankAmerica with and into the Registrant (the
"Merger")), the Registrant will indemnify directors, officers and employees of
old BankAmerica, NationsBank, or any of their respective subsidiaries against
certain liabilities in connection with such persons' status as such or in
connection with the Merger Agreement or any of the transactions contemplated
thereby. Pursuant to the Merger Agreement, the Registrant will also, for six
years after September 30, 1998 and with respect to events occurring prior to the
consummation of the Merger, honor all rights to indemnification and limitations
of liability existing in favor of the foregoing persons as provided in the
governing documents of NationsBank, old BankAmerica or their respective
subsidiaries. Pursuant to the Merger Agreement, for six years after September
30, 1998, the Registrant will also use its best efforts to cause the directors
and officers of old BankAmerica and NationsBank to be covered by a directors'
and officers' liability insurance policy with respect to acts or omissions
occurring prior to the consummation of the Merger.

     The foregoing is only a general summary of certain aspects of Delaware law
dealing with indemnification of directors and officers and does not purport to
be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the persons for whose benefit indemnification shall or may be
made. In addition, from time to time provisions providing for indemnification of
the Registrant and its directors and officers by underwriters or agents against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act") have been contained in agreements
relating to other securities of the Registrant.

Item 8. Exhibits.

     The following exhibits are filed with or incorporated by reference in this
Registration Statement.
Exhibit No.                Description of Exhibit
-----------                ----------------------
5.1                     Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as to
                           the legality of the securities being registered.

  23.1                     Consent of PricewaterhouseCoopers LLP.

  23.2                     Consent of Paul J. Polking, Esq., General Counsel of the Registrant
                           (included in Exhibit 5.1).

  24.1                     Power of Attorney and Certified Resolution.

  99.1                     Bank of America Corporation 2002 Associates Stock Option Plan.
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement.
     Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on January 30,
2002.

                                       BANK OF AMERICA CORPORATION

                                       By: * /s/ Kenneth D. Lewis
                                         ---------------------------------------
                                           Kenneth D. Lewis
                                           Chairman and
                                           Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                             Title                            Date
         ---------                             -----                            ----
* /s/ Kenneth D. Lewis              Chairman, Chief Executive                   January 30, 2002
---------------------------         Officer and Director
Kenneth D. Lewis                    (Principal Executive Officer)

* /s/ James H. Hance, Jr.           Vice Chairman, Chief                        January 30, 2002
---------------------------         Financial Officer and Director
James H. Hance, Jr.                 (Principal Financial Officer)

* /s/ Marc D. Oken                  Executive Vice President and                January 30, 2002
---------------------------         Principal Financial Executive
Marc D. Oken                        (Principal Accounting Officer)

* /s/ John R. Belk                  Director                                    January 30, 2002
---------------------------
John R. Belk

* /s/ Charles W. Coker              Director                                    January 30, 2002
---------------------------
Charles W. Coker
II-3
* /s/ Frank Dowd, IV                Director                                    January 30, 2002
---------------------------
Frank Dowd, IV

* /s/ Kathleen F. Feldstein         Director                                    January 30, 2002
---------------------------
Kathleen F. Feldstein

* /s/ Paul Fulton                   Director                                    January 30, 2002
---------------------------
Paul Fulton

* /s/ Donald E. Guinn               Director                                    January 30, 2002
---------------------------
Donald E. Guinn

* /s/ C. Ray Holman                 Director                                    January 30, 2002
---------------------------
C. Ray Holman

* /s/ Walter E. Massey              Director                                    January 30, 2002
---------------------------
Walter E. Massey

* /s/ C. Steven McMillan            Director                                    January 30, 2002
---------------------------
C. Steven McMillan

* /s/ Patricia E. Mitchell          Director                                    January 30, 2002
---------------------------
Patricia E. Mitchell

* /s/ O. Temple Sloan, Jr.          Director                                    January 30, 2002
---------------------------
O. Temple Sloan, Jr.

* /s/ Meredith R. Spangler          Director                                    January 30, 2002
--------------------------
Meredith R. Spangler

                                    Director                                    January ___, 2002
---------------------------
Ronald Townsend
II-4
* /s/ Peter V. Ueberroth            Director                                    January 30, 2002
---------------------------
Peter V. Ueberroth

* /s/ Jackie M. Ward                Director                                    January 30, 2002
---------------------------
Jackie M. Ward

* /s/ Virgil R. Williams            Director                                    January 30, 2002
---------------------------
Virgil R. Williams

*By: /s/ Rachel R. Cummings
     -----------------------
         Rachel R. Cummings
         Attorney-in-Fact
II-5